Common use of Your Signature Clause in Contracts

Your Signature. (Sign exactly as your name appears on the face of this 11.50% Senior Note) Signature guarantee: If you want to elect to have this 11.50% Senior Note purchased by Guitar Center pursuant to Section 4.10 or Section 4.14 of the Indenture, check the box below: If you want to elect to have only part of the 11.50% Senior Note purchased by Guitar Center pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased: $ Your Signature: (Sign exactly as your name appears on the 11.50% Senior Note) Tax Identification No.: Signature guarantee: CERTIFICATE TO BE DELIVERED UPON EXCHANGE OF TRANSFER RESTRICTED NOTES Guitar Center, Inc. 0000 Xxxxxxx Xxxxxx Xxxx Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000 Fax: (000) 000-0000 Attention: General Counsel The Bank of New York Mellon Trust Company, N.A. 000 Xxxxxxx Xxxxx Parkway East Syracuse, New York 13057 Fax: (000) 000-0000 Attention: DWAC Unit Re: CUSIP NO. Reference is hereby made to that certain Amended and Restated Indenture, dated March 2, 2011 (the “Indenture”) among Guitar Center, Inc. (the “Company” or “Guitar Center”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture. This certificate relates to $ principal amount of Notes held in (check applicable space) book-entry or definitive form by the undersigned. The undersigned (transferor) (check one box below): ohereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above), in accordance with Section 2.6 of the Indenture; ohereby requests the Trustee to exchange a Note or Notes to (transferee). In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(d) under the Securities Act of 1933, as amended, the undersigned confirms that such Notes are being transferred in accordance with its terms:

Your Signature. (Sign exactly as your name appears on the face of this 11.50% Senior Note) Signature guarantee: If you want to elect to have this 11.50% Senior Note purchased by Guitar Center pursuant to Section 4.10 or Section 4.14 of the Indenture, check the box below: If you want to elect to have only part of the 11.50% Senior Note purchased by Guitar Center pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased: $ Your Signature: (Sign exactly as your name appears on the 11.50% Senior Note) Tax Identification No.: Signature guaranteeSIGNATURE GUARANTEE: CERTIFICATE TO BE DELIVERED UPON EXCHANGE Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. SCHEDULE OF TRANSFER RESTRICTED NOTES Guitar CenterEXCHANGES OF INTERESTS IN THE GLOBAL NOTE1 The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, Inc. 0000 Xxxxxxx Xxxxxx Xxxx Xxxxxxxx Xxxxxxxor exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, Xxxxxxxxxx 00000 Faxhave been made: Date of in Principal Amount in Principal Amount decrease (000or authorized officer Exchange of this Global Note of this Global Note increase) 000-0000 of Trustee 1 This should be included only if the Note is issued in global form. Wyeth Five Giralda Farms Madison, New Jersey 07940 Attention: General Counsel The Bank Secretary of New York Mellon Trust Companythe Company JPMorgan Chase Bank, N.A. 000 Xxxxxxx 0 Xxx Xxxx Xxxxx Parkway East Syracuse00xx Xxxxx Xxx Xxxx, New York 13057 Fax: (000) 000-0000 XX 00000 Attention: DWAC Unit Worldwide Securities Services Re: CUSIP NO. •% Series A Notes due Reference is hereby made to that certain Amended and Restated the Indenture, dated March 2as of April 10, 2011 1992, as amended by the Supplemental Indenture, dated as of October 13, 1992 and as further amended by the Sixth Supplemental Indenture, date as of November 14, 2005 (as so amended and supplemented, the “"Indenture”) among Guitar Center), Inc. between Wyeth (as successor to American Home Products Corporation), a Delaware corporation, as issuer (the “Company” or “Guitar Center”) ), and The Bank of New York Mellon JPMorgan Chase Bank, N.A. (as successor to Manufacturers Hanover Trust Company, N.A.), as trustee (the “Trustee”)trustee. Capitalized terms used but not defined herein shall have the meanings set forth given to them in the Indenture. This certificate relates , (the “Transferor”) owns and proposes to $ transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of Notes held in (check applicable space) book-entry or definitive form by the undersigned. The undersigned (transferor) (check one box below): ohereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest $ in such Global Note Note[s] or interests (or the portion thereof indicated above“Transfer”), in accordance with Section 2.6 of the Indenture; ohereby requests the Trustee to exchange a Note or Notes to (transfereethe “Transferee”), as further specified in Annex A hereto. In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(d) under the Securities Act of 1933, as amendedTransfer, the undersigned confirms that such Notes are being transferred in accordance with its terms:Transferor hereby certifies that: [CHECK ALL THAT APPLY]

Your Signature. (Sign exactly as your name appears on the face other side of this 11.50% Senior Note) Signature guaranteeGuarantee: If you want to elect to have this 11.50% Senior Note purchased by Guitar Center pursuant to Section 4.10 or Section 4.14 ---------------------------------- EXHIBIT B Form of the Indenture, check the box below: If you want to elect to have only part of the 11.50% Senior Note purchased by Guitar Center pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased: $ Your Signature: (Sign exactly as your name appears on the 11.50% Senior Note) Tax Identification No.: Signature guarantee: CERTIFICATE TO BE DELIVERED UPON EXCHANGE OF TRANSFER RESTRICTED NOTES Guitar Center, Inc. 0000 Xxxxxxx Xxxxxx Xxxx Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000 Fax: (000) 000-0000 Attention: General Counsel Certificate The Bank of New York Mellon Trust Company, N.A. 000 101 Xxxxxxx Xxxxx Parkway East SyracuseXxxxxx 00 West New York, New York 13057 Fax: (000) 000-0000 10286 Attention: DWAC Unit Corporate Trust Trustee Administration Nextel International, Inc. 10700 Xxxxxxxxx Xxxx. Xxxxx 000 Xxxxxx, Xxxxxxxx 00000 Xxxention: President Re: CUSIP NO. Reference is hereby made to that certain Amended and Restated Indenture, dated March 2, 2011 (the “Indenture”) among Guitar CenterNextel International, Inc. (the “"Company” or “Guitar Center”") and The Bank of New York Mellon Trust Company, N.A., as trustee 12 3/4% Senior Serial Notes due 2010 (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture. "Notes") Dear Sirs: This certificate letter relates to $ U.S. $______ principal amount of Notes held in (check applicable space) book-entry or definitive form represented by the undersigned. The undersigned (transferor) (check one box below): ohereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive(the "Legended Note") which bears a legend outlining restrictions upon transfer of such Legended Note. Pursuant to Section 2.01 of the Indenture (the "Indenture") dated as of August 1, registered form of authorized denominations and an aggregate principal amount equal 2000 relating to its beneficial interest in such Global Note the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the portion thereof indicated above), United States to whom the Notes could be transferred in accordance with Section 2.6 Rule 904 of the Indenture; ohereby requests the Trustee to exchange a Note or Notes to (transferee). In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(d) Regulation S promulgated under the U.S. Securities Act of 1933, as amended. Accordingly, you are hereby requested to exchange the undersigned confirms that such legended certificate for an unlegended certificate representing an identical principal amount of Notes, all in the manner provided for in the Indenture. You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: --------------------------------------- Authorized Signature EXHIBIT C Form of Certificate to Be Delivered in Connection with Transfers to Non-QIB Accredited Investors The Bank of New York 101 Xxxxxxx Xxxxxx 00 West New York, NY 10286 Attention: Corporate Trust Trustee Administration Nextel International, Inc. 10700 Xxxxxxxxx Xxxx. Xxxxx 000 Xxxxxx, Xxxxxxxx 00000 Xxxention: President Re: Nextel International, Inc. (the "Company") 12 3/4% Senior Serial Notes are being transferred in accordance due 2010 (the "Notes") Dear Sirs: In connection with its termsour proposed purchase of $ ____________ aggregate principal amount of the Notes, we confirm that:

Your Signature. (Sign exactly as your name appears on the face of this 11.50% Senior Note) Signature guarantee: Guarantee:* ____________________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). If you want to elect to have this 11.50% Senior Note purchased by Guitar Center the Issuer pursuant to Section 4.10 or Section 4.14 of the Indenture, check the appropriate box below: If you want to elect to have only part of the 11.50% Senior this Note purchased by Guitar Center the Issuer pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased: $ Date: __________________ Your Signature: (Sign exactly as your name appears on the 11.50% Senior face of this Note) Tax Identification No.: Signature guaranteeGuarantee:* ____________________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). The initial outstanding principal amount of this Global Note is $_____________. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made: CERTIFICATE TO BE DELIVERED UPON EXCHANGE OF TRANSFER RESTRICTED NOTES Guitar Center* This schedule should be included only if the Note is issued in global form. [Covanta Holding Corporation 000 Xxxxx Xxxxxx Morristown, Inc. 0000 Xxxxxxx New Jersey 07960 Attention: General Counsel] U.S. Bank National Association EP-MN-WS3C 00 Xxxxxxxxxx Xxxxxx Xxxx Xxxxxxxx XxxxxxxSaint Xxxx, Xxxxxxxxxx 00000 FaxMinnesota 55107 Fax No.: (000) 000-0000 Attention: General Counsel The Bank of New York Mellon Global Corporate Trust Company, N.A. 000 Xxxxxxx Xxxxx Parkway East Syracuse, New York 13057 Fax: (000) 000-0000 Attention: DWAC Unit Re: CUSIP NO. 4.875% Sustainability-Linked Senior Notes due 2029 Reference is hereby made to that certain Amended and Restated the Indenture, dated March 2as of November 30, 2011 2021 (the “Indenture”) ), among Guitar CenterCovert Mergeco, Inc. Inc., a Delaware corporation (“Merger Sub”), Covanta Holding Corporation, a Delaware corporation (“Covanta”), the “Company” or “Guitar Center”) Guarantors from time to time party thereto and The U.S. Bank of New York Mellon Trust Company, N.A.National Association, as trustee (in such capacity, the “Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth given to them in the Indenture. This certificate relates ________________ (the “Transferor”) owns and proposes to $ transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of Notes held in (check applicable space) book-entry or definitive form by the undersigned. The undersigned (transferor) (check one box below): ohereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest $_____________ in such Global Note Note[s] or interests (or the portion thereof indicated above“Transfer”), to ______________ (the “Transferee”), as further specified in accordance with Section 2.6 of the Indenture; ohereby requests the Trustee to exchange a Note or Notes to (transferee)Annex A hereto. In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(d) under the Securities Act of 1933, as amendedTransfer, the undersigned confirms that such Notes are being transferred in accordance with its termsTransferor hereby certifies that:

Your Signature. (Sign exactly as your name appears on the face of this 11.50% Senior Note) Signature guaranteeGuarantee*: If you want ------------------------------ Social Security or other Taxpayer Identification Number: ----------------------------- DTC Participant Number: ---------------------------- ----------------- * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to elect the Trustee). Principal amount to have this 11.50% Senior Note purchased by Guitar Center pursuant to Section 4.10 or Section 4.14 be repaid (if less than all): $ SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* The following exchanges of the Indenture, check the box below: If you want to elect to have only a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: Principal Amount of Amount of this Global Signature Amount of increase Note of decrease in in following authorized Principal Principal such officer of Amount of Amount of decrease Trustee or this Global this (or Note Date Note Global Note increase) Custodian ---- ---- ----------- --------- --------- * This schedule should be included only if the 11.50% Senior Note purchased by Guitar Center pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased: $ Your Signature: (Sign exactly as your name appears on the 11.50% Senior Note) Tax Identification No.: Signature guarantee: is issued in global form. EXHIBIT B FORM OF CERTIFICATE TO BE DELIVERED UPON EXCHANGE OF TRANSFER RESTRICTED NOTES Guitar CenterWCI Communities, Inc. 0000 Xxxxxxx 24301 Walden Center Drive Suite 300 Bonita Springs, Florida 34134 Attxxxxxx: Xxxxxx Xxxx Xxxxxxxx XxxxxxxX. Hastings, Xxxxxxxxxx 00000 Fax: (000) 000-0000 Attention: General Counsel Esq. The Bank of New York Mellon Trust Company101 Barclay Street, N.A. 000 Xxxxxxx Xxxxx Parkway East SyracuseFlxxx 0X Xxx Xxxx, New York 13057 FaxXY 10286 Telecopier No.: (000212) 000-0000 AttentionXxxxxxxxx: DWAC Unit Corporate Trust Administration Re: CUSIP NO. 0.0% Xxxxxxxent Convertible Senior Subordinated Notes due 2023 Reference is hereby made to that certain Amended and Restated the Indenture, dated March 2as of August 5, 2011 2003 (the “"Indenture”) among Guitar Center"), Inc. between WCI Communities, Inc., as issuer (the “"Company” or “Guitar Center”) "), the Guarantors listed on the signature page therein and The Bank of New York Mellon Trust Company, N.A.York, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth given to them in the Indenture. This certificate relates , (the "Transferor") owns and proposes to $ transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of Notes held in (check applicable space) book-entry or definitive form by the undersigned. The undersigned (transferor) (check one box below): ohereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest $ in such Global Note Note[s] or interests (or the portion thereof indicated above"Transfer"), in accordance with Section 2.6 of the Indenture; ohereby requests the Trustee to exchange a Note or Notes to (transfereethe "Transferee"), as further specified in Annex A hereto. In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(d) under the Securities Act of 1933, as amendedTransfer, the undersigned confirms that such Notes are being transferred in accordance with its terms:Transferor hereby certifies that: [CHECK ALL THAT APPLY]

Your Signature. (Sign exactly as your name appears on the face of this 11.50% Senior Note) Signature guarantee: If you want to elect to have this 11.50% Senior Note purchased by Guitar Center pursuant to Section 4.10 or Section 4.14 of the Indenture, check the box below: If you want to elect to have only part of the 11.50% Senior Note purchased by Guitar Center pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased: $ Your SignatureDate: (Sign exactly as your name appears on the 11.50% Senior Noteother side of this Security) Tax Identification No.* Signature guaranteed by: Signature guaranteeBy: CERTIFICATE TO BE DELIVERED UPON EXCHANGE OF TRANSFER RESTRICTED NOTES Guitar Center, Inc. 0000 Xxxxxxx Xxxxxx Xxxx Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000 Fax* The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (000i) 000-0000 Attention: General Counsel The Bank of the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Mellon Trust CompanyStock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. SCHEDULE OF EXCHANGES OF SECURITIES The following exchanges, N.A. 000 Xxxxxxx Xxxxx Parkway East Syracuse, New York 13057 Faxredemptions or purchases of a part of this Global Security have been made: (000) 000-0000 Attention: DWAC Unit Re: CUSIP NO. Reference is hereby made to that certain Amended and Restated Indenture, dated March 2, 2011 7.25% Exchangeable Senior Notes due 2027 (the “IndentureSecurities”) among Guitar Center, Inc. of NorthStar Realty Finance Limited Partnership. This certificate relates to $ principal amount of Securities owned in (check applicable box) □ book-entry or □ definitive form by (the “Company” Transferor”). The Transferor has requested a Registrar or “Guitar Center”) the Trustee to exchange or register the transfer of such Securities. In connection with such request and The Bank in respect of New York Mellon each such Security, the Transferor does hereby certify that the Transferor is familiar with transfer restrictions relating to the Securities as provided in Section 2.14 of the Indenture dated as of June 18, 2007 among NorthStar Realty Finance Limited Partnership, as Issuer, NorthStar Realty Finance Corp., as Guarantor, and Wilmington Trust Company, N.A., as trustee (the “TrusteeIndenture”), and the transfer of such Security is being made pursuant to (check applicable box): _______ Such Security is being acquired for the Transferor’s own account, without transfer. _______ Such Security is being transferred to the Issuer, the Guarantor or a Subsidiary (as defined in the Indenture) of the Issuer or the Guarantor. _______ Such Security is being transferred to a person the Transferor reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A or any successor provision thereto (“Rule 144A”) under the Securities Act) that is purchasing for its own account or for the account of a “qualified institutional buyer”, in each case to whom notice has been given that the transfer is being made in reliance on such Rule 144A, and in each case in reliance on Rule 144A. The Transferor acknowledges and agrees that, if the transferee will hold any such Securities in the form of beneficial interests in a Global Security, then such transfer can only be made pursuant to Rule 144A under the Securities Act and such transferee must be a “qualified institutional buyer” (as defined in Rule 144A). The Transferor hereby acknowledges and agrees that its obligation to indemnify the Issuer, the Guarantor and the Trustee under the Indenture against any liability that may result from the transfer described herein being in violation of the Indenture and/or applicable United States federal or state securities laws shall survive the transfer described herein. Date: (Insert Name of Transferor) EXHIBIT B [FORM OF GUARANTEE] For value received, NorthStar Realty Finance Corp. (the “Guarantor”) hereby fully and unconditionally guarantees the cash payments in United States dollars of principal of and interest on the Security on which this Guarantee is endorsed in the amounts and at the time when due and interest on the overdue principal and interest, if any, on this Security, if lawful, and the payment of all other obligations of the NorthStar Realty Finance Limited Partnership (the “Issuer”) under the Indenture or the Security, to the Holder of this Security and the Trustee, all in accordance with and subject to the terms and limitations of this Security, Article 13 of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article 13 of the Indenture and its terms shall be evidenced therein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture, dated as of June 18, 2007, by and among the Issuer, the undersigned, as Guarantor, and Wilmington Trust Company, as Trustee, as amended or supplemented (the “Indenture”). The obligations of the undersigned to the Holder of this Security and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article 13 of the Indenture and reference is hereby made to the Indenture for the precise terms and limitations of the Guarantee and all of the other provisions of the Indenture to which this Guarantee relates. Each Holder of the Security to which this Guarantee is endorsed, by accepting such Security, agrees to and shall be bound by such provisions. This Guarantee shall be an unsecured and unsubordinated obligation of the Guarantor and rank equally with other unsecured and unsubordinated indebtedness of the Guarantor that is currently outstanding or that it may issue in the future. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Security upon which this Guarantee is endorsed shall be been executed by the Trustee under the Indenture by manual signature. THIS GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. This Guarantee is subject to release upon the terms set forth in the Indenture. This certificate relates to $ principal amount of Notes held in (check applicable space) book-entry or definitive form by the undersigned. The undersigned (transferor) (check one box below): ohereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above), in accordance with Section 2.6 of the Indenture; ohereby requests the Trustee to exchange a Note or Notes to (transferee). In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(d) under the Securities Act of 1933, as amended, the undersigned confirms that such Notes are being transferred in accordance with its terms:[Signature Page Follows]

Your Signature. (Sign exactly as your name appears on the face of this 11.50% Senior Note) Signature guaranteeGuarantee*: * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). Option of Holder to Elect Purchase If you want to elect to have this 11.50% Senior Note purchased by Guitar Center the Company pursuant to Section 4.10 or Section 4.14 4.15 of the Indenture, check the appropriate box below: o Section 4.10 o Section 4.15 If you want to elect to have only part of the 11.50% Senior Note purchased by Guitar Center the Company pursuant to Section 4.10 or Section 4.14 4.15 of the Indenture, state the amount you elect to have purchased: $ Date: Your Signature: (Sign exactly as your name appears on the 11.50% Senior face of this Note) Tax Identification No.: Signature guaranteeGuarantee*: CERTIFICATE TO BE DELIVERED UPON EXCHANGE OF TRANSFER RESTRICTED NOTES Guitar Center* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: Date of Exchange this Global Note this Global Note (or increase) Custodian * This schedule should be included only if the Note is issued in global form. H&E Equipment Services, Inc. 0000 Xxxxxxx Xxxxxx 10000 Xxxx Xxxxxxxx XxxxxxxXxxx, Xxxxxxxxxx 00000 Fax: (000) 000-0000 Attention: General Counsel Suite 200 Baton Rouge, LA 70816 The Bank of New York Mellon Trust Company, N.A. 000 10000 Xxxxxxxxx Xxxxxxx Xxxxx Parkway East SyracuseXxxxxxxxxxxx, New York 13057 Fax: (000) 000-0000 Attention: DWAC Unit XX 00000 Re: CUSIP NO. 83/8% Senior Notes due 2016 Reference is hereby made to that certain Amended and Restated the Indenture, dated March 2as of August 4, 2011 2006 (the “Indenture”) ), among Guitar CenterH&E Equipment Services, Inc. Inc., as issuer (the “Company” or “Guitar Center”) ), the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”)trustee. Capitalized terms used but not defined herein shall have the meanings set forth given to them in the Indenture. This certificate relates _______________, (the “Transferor”) owns and proposes to $ transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of Notes held in (check applicable space) book-entry or definitive form by the undersigned. The undersigned (transferor) (check one box below): ohereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest $_________in such Global Note Note[s] or interests (or the portion thereof indicated above“Transfer”), to __________________(the “Transferee”), as further specified in accordance with Section 2.6 of the Indenture; ohereby requests the Trustee to exchange a Note or Notes to (transferee)Annex A hereto. In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(d) under the Securities Act of 1933, as amendedTransfer, the undersigned confirms that such Notes are being transferred in accordance with its termsTransferor hereby certifies that:

Your Signature. (Sign exactly as your name appears on the face of this 11.50% Senior Note) Signature guarantee: If you want to elect to have this 11.50% Senior Note purchased by Guitar Center pursuant to Section 4.10 or Section 4.14 of the Indenture, check the box below: If you want to elect to have only part of the 11.50% Senior Note purchased by Guitar Center pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased: $ Your Signature: (Sign exactly as your name appears on the 11.50% Senior Note) Tax Identification No.: SIGNATURE GUARANTEE.2 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: Principal Amount Amount of decrease in Amount of increase in of Principal Amount Principal Amount this Global Note Signature guarantee: of of of following authorized officer this Global Note this Global Note such decrease of Trustee or Note Date of Exchange (or increase) Custodian EXHIBIT B FORM OF CERTIFICATE TO BE DELIVERED UPON EXCHANGE OF TRANSFER RESTRICTED NOTES Guitar CenterMrs. Xxxxxx' Xriginal Cookies, Inc. 0000 462 Xxxx Xxxxxxx Xxxxxx Xxxxx Xxxx Xxxxxxxx XxxxxxxXxxx Xxxx, Xxxxxxxxxx Xxxx 00000 Fax: (000) 000-0000 Attention: General Counsel The Xhe Bank of New York Mellon Trust Company101 Xxxxxxx Xxxxxx, N.A. 000 Xxxxxxx Xxxxx Parkway East Syracuse21W New York, New York 13057 Fax: (000) 000-0000 Attention: DWAC Unit 10286 Re: CUSIP NO. 101/8% Notes due 2004 of Mrs. Xxxxxx' Xriginal Cookies, Inc. Reference is hereby made to that certain Amended and Restated the Indenture, dated March 2as of November 26, 2011 1997 (the “"Indenture”) among Guitar Center"), Inc. between Mrs. Xxxxxx' Original Cookies, Inc., as issuer (the “"Company” or “Guitar Center”) "), and The Bank of New York Mellon Trust Company, N.A.York, as trustee (the “Trustee”)trustee. Capitalized terms used but not defined herein shall have the meanings set forth given to them in the Indenture. This certificate relates ______________, (the "Transferor") owns and proposes to $ transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of Notes held $___________ in such Note[s] or interests (check applicable space) book-entry or definitive form by the undersigned"Transfer"), to __________ (the "Transferee"), as further specified in Annex A hereto. The undersigned (transferor) (check one box below): ohereby requests In connection with the Registrar to deliver in exchange for its Transfer, the Transferor hereby certifies that: [CHECK ALL THAT APPLY] 1. Check if Transferee will take delivery of a beneficial interest in the Global Note held by the Depositary or a Definitive Note or Notes in definitive, registered form of authorized denominations Pursuant to Rule 144A. The Transfer is being effected pursuant to and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above), in accordance with Section 2.6 Rule 144A under the United States Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a "qualified institutional buyer" within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture; ohereby requests , the Trustee transferred beneficial interest or Definitive Note will be subject to exchange the restrictions on transfer enumerated in the Private Placement Legend printed on the Global Note and/or the Definitive Note and in the Indenture and the Securities Act. 2. Check if Transferee will take delivery of a Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Notes Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (transferee). In connection x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with any transfer of any a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the Notes evidenced by this certificate occurring requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the periods referred Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in Rule 144(d) under accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Definitive Note and in the Indenture and the Securities Act. 3. Check and complete if Transferee will take delivery of a beneficial interest in a Definitive Note pursuant to any provision of the Securities Act of 1933, as amended, other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the undersigned confirms that such transfer restrictions applicable to beneficial interests in Restricted Global Notes are being transferred and Restricted Definitive Notes and pursuant to and in accordance with its terms:the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

Your Signature. (Sign exactly as your name appears on the face of this 11.50% Senior Note) Signature guarantee: Guarantee:* __________________________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). If you want to elect to have this 11.50% Senior Note purchased by Guitar Center the Company pursuant to Section 4.10 or Section 4.14 of the Indenture, check the appropriate box below: ¨ Section 4.10 ¨ Section 4.14 If you want to elect to have only part of the 11.50% Senior this Note purchased by Guitar Center the Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased: $ Date: _____________________ Your Signature: (Sign exactly as your name appears on the 11.50% Senior face of this Note) Tax Identification Signature Guarantee:* __________________________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). The initial outstanding principal amount of this Global Note is $__________. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made: * This schedule should be included only if the Note is issued in global form. MPH Acquisition Holdings LLC c/o MultiPlan 500 Xxxx Xxxxx Xxxx Naperville, IL 60563 Fax No.: Signature guarantee: CERTIFICATE TO BE DELIVERED UPON EXCHANGE OF TRANSFER RESTRICTED NOTES Guitar Center, Inc. 0000 Xxxxxxx Xxxxxx Xxxx Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000 Fax: (000) 000-0000 [ ] Attention: General Counsel The Bank of New York Mellon Trust CompanyChief Financial Officer Wilmington Trust, N.A. 000 Xxxxxxx National Association Global Capital Markets 50 Xxxxx Parkway East SyracuseXxxxx Xxxxxx, New York 13057 FaxXxxxx 0000 Xxxxxxxxxxx, Xxxxxxxxx 00000 Fax No.: (000) 000-0000 [ ] Attention: DWAC Unit Re: CUSIP NO. MPH Acquisition Administrator Reference is hereby made to that certain Amended and Restated the Indenture, dated March 2as of June 7, 2011 2016 (the “Indenture”) ), among Guitar CenterPolaris Merger Sub Corp., Inc. a Delaware corporation (the “Company” or “Guitar Center”) ; provided that, after the consummation of the Merger and The Bank of New York Mellon Trust CompanyNotes Assumption, N.A., as trustee (references to the “Company” only refer to MPH Acquisition Holdings LLC, a Delaware limited liability company), and the Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth given to them in the Indenture. This certificate relates _______________ (the “Transferor”) owns and proposes to $ transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of Notes held in (check applicable space) book-entry or definitive form by the undersigned. The undersigned (transferor) (check one box below): ohereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest $___________ in such Global Note Note[s] or interests (or the portion thereof indicated above“Transfer”), to _______________ (the “Transferee”), as further specified in accordance with Section 2.6 of the Indenture; ohereby requests the Trustee to exchange a Note or Notes to (transferee)Annex A hereto. In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(d) under the Securities Act of 1933, as amendedTransfer, the undersigned confirms that such Notes are being transferred in accordance with its termsTransferor hereby certifies that:

Your Signature. (Sign exactly as your name appears on the face other side of this 11.50% Senior Note) Signature guarantee: If you want to elect to have this 11.50% Senior Note purchased Signatures must be guaranteed by Guitar Center pursuant to Section 4.10 or Section 4.14 an “eligible guarantor institution” meeting the requirements of the IndentureNote Registrar, check which requirements include membership or participation in the box belowSecurity Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. The following increases or decreases in this Global Note have been made: If you want to elect to have only part of the 11.50% Senior Note purchased by Guitar Center pursuant to Section 4.10 or Section 4.14 of the IndentureWILMINGTON TRUST, state the amount you elect to have purchased: $ Your Signature: (Sign exactly as your name appears on the 11.50% Senior Note) Tax Identification NATIONAL ASSOCIATION 000 Xxxxx Xxxx, Xxxxx 000 Xxxxxxxx, XX 00000 Facsimile No.: Signature guarantee000-000-0000 Telephone No.: CERTIFICATE TO BE DELIVERED UPON EXCHANGE OF TRANSFER RESTRICTED NOTES Guitar Center, Inc. 0000 Xxxxxxx Xxxxxx Xxxx Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000 Fax: (000) -000-0000 Attention: General Counsel The Bank of New York Mellon Corporate Trust Company, N.A. 000 Xxxxxxx Xxxxx Parkway East Syracuse, New York 13057 Fax: (000Department(22) 000-0000 Attention: DWAC Unit Re: CUSIP NO. Reference is hereby made to that certain Amended and Restated Indenture, dated March 2, 2011 (the “Indenture”) among Guitar CenterLannett Company, Inc. (the “Company” or “Guitar Center”) Ladies and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture. Gentlemen: This certificate letter relates to $ principal amount of Notes held in (check applicable space) book-entry or definitive form represented by the undersignedoffshore [temporary] global note certificate (the “[Temporary] Regulation S Global Note”). The undersigned Pursuant to Section 2.16(3) of the Indenture dated as of November 25, 2015 relating to the Notes (transferoras amended, supplemented, waived or otherwise modified, the “Indenture”), we hereby certify that (1) (check one box below): ohereby requests we are the Registrar to deliver in exchange for its beneficial interest in owner of such principal amount of Notes represented by the [Temporary] Regulation S Global Note held by and (2) we are either (i) a Non-U.S. Person to whom the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above), could be transferred in accordance with Section 2.6 Rule 903 or 904 of the Indenture; ohereby requests the Trustee to exchange a Note or Notes to Regulation S (transferee). In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(d“Regulation S”) promulgated under the Securities Act of 1933, as amendedamended (the “Act”) or (ii) a U.S. Person who purchased securities in a transaction that did not require registration under the Act. You, the undersigned confirms that such Notes Company and counsel for the Company are being transferred entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in accordance any administrative or legal proceedings or official inquiry with its terms:respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature

Your Signature. (Sign exactly as your name appears on the face of this 11.50% Senior Note) Signature guaranteeGuarantee*: * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). If you want to elect to have this 11.50% Senior Note purchased by Guitar Center the Company pursuant to Section 4.10 or Section 4.14 Article 11 of the Indenture, check the box below: | | Purchase pursuant to Article 11 If you want to elect to have only part of the 11.50% Senior Note purchased by Guitar Center the Company pursuant to Section 4.10 or Section 4.14 Article 11 of the Indenture, state the amount Principal Amount you elect to have purchased: $ Date: Your Signature: (Sign exactly as your name appears on the 11.50% Senior face of this Note) Tax Identification No.: Signature guaranteeGuarantee*: CERTIFICATE TO BE DELIVERED UPON EXCHANGE OF TRANSFER RESTRICTED NOTES Guitar Center, Inc. 0000 Xxxxxxx Xxxxxx Xxxx Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000 Fax: * Participant in a recognized Signature Guarantee Medallion Program (000) 000-0000 Attention: General Counsel The Bank of New York Mellon Trust Company, N.A. 000 Xxxxxxx Xxxxx Parkway East Syracuse, New York 13057 Fax: (000) 000-0000 Attention: DWAC Unit Re: CUSIP NO. Reference is hereby made or other signature guarantor acceptable to that certain Amended and Restated Indenture, dated March 2, 2011 (the “Indenture”) among Guitar Center, Inc. (the “Company” or “Guitar Center”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture. This certificate relates to $ principal amount of Notes held in (check applicable space) book-entry or definitive form by the undersigned. The undersigned Holder of this Note hereby irrevocably exercises the option to convert this Note, or any portion of the Principal Amount hereof (transferorwhich is U.S.$1,000 or an integral multiple of U.S.$1,000 in excess thereof, provided that the unconverted portion of such Principal Amount is U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof) (check one box below): ohereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitivebelow designated, registered form into shares of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above), Common Stock in accordance with Section 2.6 the terms of the Indenture; ohereby requests Indenture referred to in this Note, and directs that such shares, together with a check in payment for any fractional share, any other amounts payable to the Trustee Holder in connection with such conversion and any Notes representing any unconverted Principal Amount hereof, be delivered to exchange and be registered in the name of the undersigned unless a Note different name has been indicated below. If shares of Common Stock or Notes are to be registered in the name of a Person other than the undersigned, (transferee)a) the undersigned will pay all transfer taxes payable with respect thereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Notes Exchange Act of 1934. In connection with Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: If shares or Notes are to be registered in the name of a Person other than the Holder, please print such Person’s name and address: Name (Address) Social Security or other Identification Number, if any transfer of any (Signature Guaranteed) If only a portion of the Notes evidenced by this certificate occurring prior is to the expiration of the periods referred to in Rule 144(d) under the Securities Act of 1933be converted, as amended, the undersigned confirms that such Notes are being transferred in accordance with its termsplease indicate:

Your Signature. (Sign exactly as your name appears on the face of this 11.50% Senior Note) * Participant in a recognized Signature guarantee: Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). If you want to elect to have this 11.50% Senior Note purchased by Guitar Center the Company pursuant to Section 4.10 4.07 or Section 4.14 4.09 of the Indenture, check the appropriate box below: ☐ Section 4.07 ☐ Section 4.09 If you want to elect to have only part of the 11.50% Senior this Note purchased by Guitar Center the Company pursuant to Section 4.10 4.07 or Section 4.14 4.09 of the Indenture, state the amount you elect to have purchased: $ Date: _______________________ Your Signature: (Sign exactly as your name appears on the 11.50% Senior face of this Note) Tax Identification No.* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). The initial outstanding principal amount of this Global Note is $__________. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: Signature guarantee: CERTIFICATE TO BE DELIVERED UPON EXCHANGE OF TRANSFER RESTRICTED NOTES Guitar Center* This schedule should be included only if the Note is issued in global form. Cogent Communications Group, Inc. 0000 Xxxxxxx X Xxxxxx, X.X. Xxxxxxxxxx, X.X. 00000 Facsimile: 202.338.8798 Attention: Xxxx Xxxxx Wilmington Trust, National Association, as Trustee 0000 Xxxxx Xxxxxx Xxxx Xxxxxxxx XxxxxxxXxxxxx Xxxxxxxxxx, Xxxxxxxxxx XX 00000 FaxFacsimile: (000) 000-0000 Attention: General Counsel The Bank of New York Mellon Trust Company, N.A. 000 Xxxxxxx Xxxxx Parkway East Syracuse, New York 13057 Fax: (000) 000-0000 Attention: DWAC Unit Cogent Communications Administrator Re: CUSIP NO. 3.500% Senior Secured Notes due 2026 Reference is hereby made to that certain Amended and Restated the Indenture, dated March 2as of May 7, 2011 2021 (the “Indenture”) ), among Guitar CenterCogent Communications Group, Inc. (Inc., the “Company” or “Guitar Center”) Guarantors named therein and The Bank of New York Mellon Trust CompanyWilmington Trust, N.A.National Association, as trustee (the “Trustee”), and collateral agent. Capitalized terms used but not defined herein shall have the meanings set forth given to them in the Indenture. This certificate relates (the “Transferor”) owns and proposes to $ transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of Notes held in (check applicable space) book-entry or definitive form by the undersigned. The undersigned (transferor) (check one box below): ohereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest $ in such Global Note Note[s] or interests (or the portion thereof indicated above“Transfer”), in accordance with Section 2.6 of the Indenture; ohereby requests the Trustee to exchange a Note or Notes to (transfereethe “Transferee”), as further specified in Annex A hereto. In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(d) under the Securities Act of 1933, as amendedTransfer, the undersigned confirms that such Notes are being transferred in accordance with its termsTransferor hereby certifies that:

Your Signature. (Sign exactly as your name appears on the face of this 11.50% Senior Note) Signature guarantee: (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) If you want to elect to have this 11.50% Senior Note purchased by Guitar Center Triumph pursuant to Section 4.10 (Asset Sale) or Section 4.14 (Change of Control) of the Indenture, check the box below: If you want to elect to have only part of the 11.50% Senior Note purchased by Guitar Center Triumph pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased: $ Date: Your Signature: (Sign exactly as your name appears on the 11.50% Senior Note) Tax Identification No.Number: Signature guarantee: CERTIFICATE TO BE DELIVERED UPON EXCHANGE OF TRANSFER RESTRICTED NOTES Guitar Center(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) Triumph Group, Inc. 0000 Xxxxxxx Xxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 Attention: General Counsel U.S. Bank National Association Corporate Trust Services Two Liberty Place 00 Xxxxx 00xx Xxxxxx, Xxxxx 0000 Xxxx Xxxxxxxx Xxxxxxx: EX-PA-WBSP Xxxxxxxxxxxx, Xxxxxxxxxx XX 00000 FaxFacsimile: (000) 000-0000 Attention: General Counsel The Bank of New York Mellon Trust Company, N.A. 000 Xxxxxxx Xxxxx Parkway East Syracuse, New York 13057 Fax: (000) 000-0000 Attention: DWAC Unit Xxxxxx X. Xxxxxx Re: Triumph Group, Inc. 8% Senior Subordinated Notes due 2017 CUSIP NO. # Reference is hereby made to that certain Amended and Restated IndentureIndenture dated November 16, dated March 2, 2011 2009 (the “Indenture”) among Guitar CenterTriumph Group, Inc. (“Triumph”), the “Company” or “Guitar Center”) Guarantors party thereto and The U.S. Bank of New York Mellon Trust Company, N.A.National Association, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture. This certificate relates to $ $__________ principal amount of Notes held in (check applicable space) _________ book-entry or ____________ definitive form by the undersigned. The undersigned __________________ (transferor) (check one box below): ohereby o hereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above), in accordance with Section 2.6 of the Indenture; ohereby o hereby requests the Trustee to exchange or register the transfer of a Note or Notes to ______________ (transferee). In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(d) under the Securities Act of 1933, as amended, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW:

Your Signature. (Sign exactly as your name appears on the face of this 11.50% Senior Note) Signature guarantee: If you want to elect to have this 11.50% Senior Note purchased by Guitar Center pursuant to Section 4.10 or Section 4.14 of the Indenture, check the box below: If you want to elect to have only part of the 11.50% Senior Note purchased by Guitar Center pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased: $ Your Signature: (Sign exactly as your name appears on the 11.50% Senior Note) Tax Identification No.: Signature guaranteeSIGNATURE GUARANTEE: CERTIFICATE TO BE DELIVERED UPON EXCHANGE OF TRANSFER RESTRICTED NOTES Guitar CenterSignatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, Inc. 0000 Xxxxxxx Xxxxxx Xxxx Xxxxxxxx Xxxxxxxwhich requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, Xxxxxxxxxx 00000 Faxor in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: Date of in Principal Amount in Principal Amount decrease (000or authorized officer Exchange of this Global Note of this Global Note increase) 000-0000 of Trustee 1 This should be included only if the Note is issued in global form. Wyeth Five Giralda Farms Madison, New Jersey 07940 Attention: General Counsel The Bank Secretary of New York Mellon Trust Companythe Company JPMorgan Chase Bank, N.A. 000 Xxxxxxx 4 Xxx Xxxx Xxxxx Parkway East Syracuse00xx Xxxxx Xxx Xxxx, New York 13057 Fax: (000) 000-0000 XX 00000 Attention: DWAC Unit Worldwide Securities Services Re: CUSIP NO. •% Series A Notes due Reference is hereby made to that certain Amended and Restated the Indenture, dated March 2as of April 10, 2011 1992, as amended by the Supplemental Indenture, dated as of October 13, 1992 and as further amended by the Sixth Supplemental Indenture, date as of November 14, 2005 (as so amended and supplemented, the “"Indenture”) among Guitar Center), Inc. between Wyeth (as successor to American Home Products Corporation), a Delaware corporation, as issuer (the “Company” or “Guitar Center”) ), and The Bank of New York Mellon JPMorgan Chase Bank, N.A. (as successor to Manufacturers Hanover Trust Company, N.A.), as trustee (the “Trustee”)trustee. Capitalized terms used but not defined herein shall have the meanings set forth given to them in the Indenture. This certificate relates , (the “Transferor”) owns and proposes to $ transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of Notes held in (check applicable space) book-entry or definitive form by the undersigned. The undersigned (transferor) (check one box below): ohereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest $ in such Global Note Note[s] or interests (or the portion thereof indicated above“Transfer”), in accordance with Section 2.6 of the Indenture; ohereby requests the Trustee to exchange a Note or Notes to (transfereethe “Transferee”), as further specified in Annex A hereto. In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(d) under the Securities Act of 1933, as amendedTransfer, the undersigned confirms that such Notes are being transferred in accordance with its terms:Transferor hereby certifies that: [CHECK ALL THAT APPLY]