Common use of Registration and Countersignature Clause in Contracts

Registration and Countersignature. The Warrants shall be numbered and shall be registered on the books of the Company maintained at the principal office of the Warrant Agent in Boston, Massachusetts (the "WARRANT REGISTER") as they are issued. Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the President, a Vice President, the Treasurer or the Chief Financial Officer of the Company, initially countersign, issue and deliver such number of Warrants as are set forth in such written instructions, and the Warrant Agent shall be fully protected in conclusively relying on such written instructions. Such written instructions shall not instruct the Warrant Agent to countersign Warrants entitling the holders thereof to purchase more than the number of Warrant Shares referred to above in the first recital hereof. The Warrant Agent shall also countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holder(s) of the Warrant Certificates and the Warrant Shares as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. (a) The Warrants shall be numbered Company and shall be registered the Warrant Agent, on the books behalf of the Company maintained at the principal office of Company, shall number and register the Warrant Agent Certificates in Boston, Massachusetts a Register (the "WARRANT REGISTER"as hereinafter defined) as they are issued. issued by the Company which such register shall be maintained in accordance with Section 5(c) hereof. (b) Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the PresidentChairman of the Board, the Chief Executive Officer, the President or a Vice President, the Treasurer or the Chief Financial Officer President of the Company, initially countersign, issue and deliver such number of Warrants as are set forth in such written instructions, and the Warrant Agent shall be fully protected in conclusively relying on such written instructions. Such written instructions shall not instruct the Warrant Agent to countersign Warrants entitling the holders Holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof. The Warrant Agent hereof and shall also countersign and deliver Warrants as otherwise provided in this Agreement. . (c) The Company and shall maintain, or cause to be maintained, a register (the "Register") of the Warrants at its registered office, at the principal office of the Warrant Agent may deem or at any other place in the United States of America designated by the Company, showing (i) the names and treat the registered holder(slatest known address of each person who is or has been a Holder; (ii) the number of Warrants held by each Holder; and (iii) the date and particulars of the Warrant Certificates issue and transfer of Warrants. The registered owner on the Warrant Shares as Register may be deemed and treated by the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone)Company, for all purposes, and neither the Company nor the Warrant Agent shall be affected by and all other persons dealing with the Warrants evidenced thereby as the Holder and absolute owner thereof for any purpose and as the person entitled to exercise the right represented thereby, or to the transfer on the books of the Company, any notice to the contrarycontrary notwithstanding, and, until such transfer of the Warrant on such books in accordance with the provisions of this Agreement, the Company may treat the registered owner on the Register as the owner for all purposes.

Registration and Countersignature. (a) The Warrants shall be numbered and shall be registered Warrant Agent, on the books behalf of the Company maintained at the principal office of Company, shall number and register the Warrant Agent Certificates in Bostona register as they are issued by the Company. (b) In the case of offers and sales of Warrants outside the United States without registration under the Securities Act of 1933, Massachusetts as amended (the "WARRANT REGISTERSecurities Act"), the Company shall, and the Warrant Agent, on behalf of the Company, shall refuse register any transfer of the Warrants not made in accordance with the provisions of Regulation S under the Securities Act; provided, however, that if foreign law prevents the Company from refusing to register securities transfers, other reasonable procedures (such as a legend to the effect that transfer is prohibited except in accordance with the provisions of Regulation S under the Securities Act) as they are issued. shall be implemented to prevent any transfer of the securities not made in accordance with the provisions of Regulation S under the Securities Act. (c) Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, the Chief Executive Officer, the President, a Vice President, the Treasurer or the Chief Financial Officer Controller of the Company, initially countersign, issue and deliver such number of Warrants as are set forth in such written instructions, and the Warrant Agent shall be fully protected in conclusively relying on such written instructions. Such written instructions shall not instruct the Warrant Agent to countersign Warrants Certificates entitling the holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof. The Warrant Agent hereof and shall also countersign and deliver Warrants Warrant Certificates as otherwise provided in this Agreement. . (d) The Company and the Warrant Agent may deem and treat the a registered holder(s) holder of the a Warrant Certificates and the Warrant Shares Certificate as the absolute owner(s) owner thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), ) for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. The Warrants shall be numbered and shall be registered on the books of the Company maintained at the principal office of the Warrant Agent in Bostonat Xxxxx Fargo Shareowner Services, Massachusetts 0000 Xxxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxxxx, XX 00000 (the "WARRANT REGISTER"“Warrant Register”) as they are issued. Warrant Certificates shall be manually countersigned or countersigned via facsimile signature by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, the President, Chief Executive Officer, a Vice President, the Treasurer or the Treasurer, an Assistant Treasurer, Chief Financial Officer Officer, Secretary or an Assistant Secretary of the Company, initially countersign, issue countersign and deliver such number of Warrants as are set forth in such written instructions, and the Warrant Agent shall be fully protected in conclusively relying on such written instructions. Such written instructions shall not instruct the Warrant Agent to countersign Warrants entitling the holders Holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof. The Warrant Agent hereof and shall also thereafter countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holder(sholders (the “Holders”) of the Warrant Certificates and the Warrant Shares as the absolute owner(s) owners thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), ) for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. The Warrants shall be numbered and shall be registered Warrant Agent, on the books behalf of the Company maintained at the principal office of Company, shall number and register the Warrant Agent Certificates in Boston, Massachusetts (the "WARRANT REGISTER") a Warrant register as they are issuedissued by the Company. The Warrant register will show the names and addresses of the respective holders of the Warrants, the numbers of Warrants evidenced on the face of each Warrant Certificate and the date of each Warrant Certificate. Warrant Certificates shall be manually countersigned by the Warrant Agent upon written instructions of the Chairman of the Board, Chief Executive Officer, President, Vice President, Secretary or Assistant Secretary of the Company and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, Chief Executive Officer, President, a Vice President, the Treasurer Secretary or the Chief Financial Officer Assistant Secretary of the Company, initially countersign, issue countersign and deliver such number of Warrants as are set forth in such written instructions, and the Warrant Agent shall be fully protected in conclusively relying on such written instructions. Such written instructions shall not instruct the Warrant Agent to countersign Warrants Certificates entitling the holders thereof to purchase more than the number one share of Common Stock per Warrant Shares referred (but subject to above in the first recital hereof. The Warrant Agent adjustment as hereinafter provided) and shall also countersign and deliver Warrants Warrant Certificates as otherwise provided in this Warrant Agreement. The Company and the Warrant Agent may deem and treat the registered holder(s) of the Warrant Certificates and the Warrant Shares as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. The Warrants shall be --------------------------------- numbered and shall be registered on the books of the Company maintained at the principal office of the Warrant Agent in Bostonlocated at 000 Xxxx 00xx Xxxxxx, Massachusetts 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Division (the "WARRANT REGISTERWarrant Register") as they are issued. ---------------- Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. .The Warrant Agent shall, upon written instructions of the Chairman of the Board,the President, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Treasurer, a Vice President, the Treasurer Secretary or the Chief Financial Officer an Assistant Secretary of the Company, initially countersign, issue countersign and deliver such number of Warrants as are set forth in such written instructions, and the Warrant Agent shall be fully protected in conclusively relying on such written instructions. Such written instructions shall not instruct the Warrant Agent to countersign Warrants entitling the holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof. The Warrant Agent hereof and shall also thereafter countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holder(sholders (the "Holders") of the Warrant ------- Certificates and the Warrant Shares as the absolute owner(s) owners thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), ) for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. The Warrants shall be numbered and shall be registered on the books of the Company maintained at the principal office of the Warrant Agent in Bostonthe Borough of Manhattan, Massachusetts city of New York (the "WARRANT REGISTERWarrant Register") as they are issued. Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, the President, Chief Executive Officer, a Vice President, the Treasurer or the Treasurer, Chief Financial Officer or an Assistant Secretary of the Company, initially countersign, issue countersign and deliver such number of Warrants as are set forth in such written instructions, and the Warrant Agent shall be fully protected in conclusively relying on such written instructions. Such written instructions shall not instruct the Warrant Agent to countersign Warrants entitling the holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof. The Warrant Agent hereof and shall also thereafter countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holder(sholders (the "Holders") of the Warrant Certificates and the Warrant Shares as the absolute owner(s) owners thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), ) for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. The Warrants shall be numbered and shall be registered Warrant Agent, on the books --------------------------------- behalf of the Company maintained at the principal office of Company, shall number and register the Warrant Agent Certificates in Boston, Massachusetts (the "WARRANT REGISTER") a register as they are issuedissued by the Company. Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, the President, a Vice President, the Treasurer or the Chief Financial Officer Controller of the Company, initially countersign, issue and deliver such number of Warrants as are set forth in such written instructions, and the Warrant Agent shall be fully protected in conclusively relying on such written instructions. Such written instructions shall not instruct the Warrant Agent to countersign Warrants entitling the holders Holders thereof to purchase not more than the aggregate number of Warrant Shares referred to above in the first recital hereof. The Warrant Agent hereof and shall also countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holder(sHolder(s) of the Warrant Certificates and the Warrant Shares as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Prior to the Separation Date, the registered holder of a Unit shall be deemed the registered Holder of the related Warrants for all purposes hereunder.

Registration and Countersignature. The Warrants shall be --------------------------------- numbered and shall be registered on the books of the Company maintained at the principal office of the Warrant Agent in Bostonthe Borough of Manhattan, Massachusetts City of New York (the "WARRANT REGISTERWarrant Register") as they are issued. Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, the President, Chief Executive Officer, a Vice President, the Treasurer or the Treasurer, Chief Financial Officer Officer, Secretary or an Assistant Secretary of the Company, initially countersign, issue countersign and deliver such number of Warrants as are set forth in such written instructions, and the Warrant Agent shall be fully protected in conclusively relying on such written instructions. Such written instructions shall not instruct the Warrant Agent to countersign Warrants entitling the holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof. The Warrant Agent hereof and shall also thereafter countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holder(sholders (the "Holders") of the Warrant Certificates and the Warrant Shares as the absolute owner(s) owners thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), ) for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. The Warrants shall be --------------------------------- numbered and shall be registered on the books of the Company maintained at the principal office of the Warrant Agent in Boston, Massachusetts [LOCATION OF WARRANT AGENT'S OFFICES] (the "WARRANT REGISTERWarrant Register") as they are issued. ---------------- Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, the President, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Treasurer, a Vice President, the Treasurer Secretary or the Chief Financial Officer an Assistant Secretary of the Company, initially countersign, issue countersign and deliver such number of Warrants as are set forth in such written instructions, and the Warrant Agent shall be fully protected in conclusively relying on such written instructions. Such written instructions shall not instruct the Warrant Agent to countersign Warrants entitling the holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof. The Warrant Agent hereof and shall also thereafter countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holder(sholders (the "Holders") of the Warrant Certificates and the Warrant Shares as the absolute owner(s) owners ------- thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), ) for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. The Warrants shall be numbered and shall be registered Warrant Agent, on the books behalf of the Company maintained at the principal office of Company, shall number and register the Warrant Agent Certificates in Boston, Massachusetts (the "WARRANT REGISTER") a register as they are issuedissued by the Company. Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, a Senior Vice President, the Treasurer President or the Chief Financial Officer Secretary of the Company, initially countersign, issue countersign and deliver such number of Warrants as are set forth in such written instructions, and the Warrant Agent shall be fully protected in conclusively relying on such written instructions. Such written instructions shall not instruct the Warrant Agent to countersign Warrants Certificates entitling the holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof. The Warrant Agent hereof and shall also countersign and deliver Warrants Warrant Certificates as otherwise provided in this Agreement. Such written instructions shall specify the amount of the Warrants to be countersigned and the date of countersignature. The Company and the Warrant Agent may deem and treat the registered holder(s) of the Warrant Certificates and the Warrant Shares as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. The Company agrees to arrange for the Trustee under the Indenture (or any other Registrar thereunder) to act as registrar hereunder with respect to Warrants that are not Separated.

Registration and Countersignature. (a) The Warrants Warrant Agent, on behalf of Enterprises, shall be numbered number and shall be registered on the books of the Company maintained at the principal office of register the Warrant Agent Certificates in Boston, Massachusetts (the "WARRANT REGISTER") a register as they are issued. issued by Enterprises. (b) In the case of offers and sales of Warrants outside the United States without registration under the Securities Act, Enterprises shall, and the Warrant Agent, on behalf of Enterprises, shall refuse register any transfer of the Warrants not made in accordance with the provisions of Regulation S under the Securities Act; provided, however, that if foreign law prevents Enterprises from refusing to register securities transfers, other reasonable procedures (such as a legend to the effect that transfer is prohibited except in accordance with the provisions of Regulation S under the Securities Act) shall be implemented to prevent any transfer of the securities not made in accordance with the provisions of Regulation S under the Securities Act. (c) Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, the Chief Executive Officer, the President, a Vice President, the Treasurer or the Chief Financial Officer Controller of the CompanyEnterprises, initially countersign, issue and deliver such number of Warrants as are set forth in such written instructions, and the Warrant Agent shall be fully protected in conclusively relying on such written instructions. Such written instructions shall not instruct the Warrant Agent to countersign Warrants Certificates entitling the holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof. The Warrant Agent hereof and shall also countersign and deliver Warrants Warrant Certificates as otherwise provided in this Agreement. The Company . (d) Enterprises and the Warrant Agent may deem and treat the a registered holder(s) holder of the a Warrant Certificates and the Warrant Shares Certificate as the absolute owner(s) owner thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), ) for all purposes, and neither the Company Enterprises nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. The Warrants shall be numbered and shall be registered on the books of the Company maintained at the principal office of the Warrant Agent in Bostonlocated at 000 Xxxx 00xx Xxxxxx, Massachusetts 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Attention: Corporate Trust Division (the "WARRANT REGISTERWarrant Register") as they are issued. Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, the President, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Treasurer, a Vice President, the Treasurer Secretary or the Chief Financial Officer an Assistant Secretary of the Company, initially countersign, issue countersign and deliver such number of Warrants as are set forth in such written instructions, and the Warrant Agent shall be fully protected in conclusively relying on such written instructions. Such written instructions shall not instruct the Warrant Agent to countersign Warrants entitling the holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof. The Warrant Agent hereof and shall also thereafter countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holder(sholders (the "Holders") of the Warrant Certificates and the Warrant Shares as the absolute owner(s) owners thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), ) for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. The Warrants shall be numbered and shall be registered Warrant Agent, on the books behalf of the Company, shall hold the Warrants unnumbered and unregistered. Initially, the Warrants will be issued by the Company maintained at and deposited with The Bank of New York, as escrow agent (the principal office "ESCROW AGENT"), pursuant to an Escrow Agreement, dated September 14, 1998 (the "ESCROW AGREEMENT"), among the Company, Lehmxx Xxxthers Inc. (the "ARRANGER") and The Bank of New York. Upon any release of any Warrants under the Escrow Agreement to the Arranger, the Warrant Agent shall number and register such Warrants in Bostonthe names, Massachusetts (denominations and exercisable for such number of shares of Common Stock as directed in writing by the "WARRANT REGISTER") as they are issuedArranger. Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, the President, a Vice President, the Treasurer or the Chief Financial Officer of the Company, initially countersign, issue and deliver such number of Warrants as are set forth in such written instructions, and the Warrant Agent shall be fully protected in conclusively relying on such written instructions. Such written instructions shall not instruct the Warrant Agent to countersign Warrants entitling the holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof. The Warrant Agent hereof and shall also countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holder(s) of the Warrant Certificates and the Warrant Shares as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. The Warrants shall be numbered and shall be registered on the books of the Company maintained at the principal office of the Warrant Agent in BostonCanton, Massachusetts (the "WARRANT REGISTER"“Warrant Register”) as they are issued. Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, the President, Chief Executive Officer, a Vice President, the Treasurer or the Treasurer, an Assistant Treasurer, Chief Financial Officer Officer, Secretary or an Assistant Secretary of the Company, initially countersign, issue countersign and deliver such number of Warrants as are set forth in such written instructions, and the Warrant Agent shall be fully protected in conclusively relying on such written instructions. Such written instructions shall not instruct the Warrant Agent to countersign Warrants entitling the holders Holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof. The Warrant Agent hereof and shall also thereafter countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holder(sholders (the “Holders” or “Warrantholders”) of the Warrant Certificates and the Warrant Shares as the absolute owner(s) owners thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), ) for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. The Warrants shall --------------------------------- be numbered and shall be registered on the books of the Company maintained at the principal office of the Warrant Agent in Boston, Massachusetts [LOCATION OF WARRANT AGENT'S OFFICES] (the "WARRANT REGISTERWarrant Register") as they are issued. ---------------- Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, the President, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Treasurer, a Vice President, the Treasurer Secretary or the Chief Financial Officer an Assistant Secretary of the Company, initially countersign, issue countersign and deliver such number of Warrants as are set forth in such written instructions, and the Warrant Agent shall be fully protected in conclusively relying on such written instructions. Such written instructions shall not instruct the Warrant Agent to countersign Warrants entitling the holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof. The Warrant Agent hereof and shall also thereafter countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holder(sholders (the "Holders") of the Warrant Certificates and the Warrant Shares as the absolute owner(s) owners ------- thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), ) for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. The Warrants shall be numbered and shall be registered Warrant Agent, on the books behalf of the Company maintained at the principal office of Company, shall number and register the Warrant Agent Certificates in Boston, Massachusetts (the "WARRANT REGISTER") a Warrant register as they are issuedissued by the Company. The Warrant register will show the names and addresses of the respective holders of the Warrants, the numbers of Warrants evidenced on the face of each Warrant Certificate and the date of each Warrant Certificate. Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, Chief Executive Officer, President, a Vice President, the Treasurer Secretary or the Chief Financial Officer Assistant Secretary of the Company, initially countersign, issue countersign and deliver such number of Warrants as are set forth in such written instructions, and the Warrant Agent shall be fully protected in conclusively relying on such written instructions. Such written instructions shall not instruct the Warrant Agent to countersign Warrants entitling the holders thereof to purchase more not more, nor less, than the number of Warrant Shares shares, of Common Stock referred to above in the first recital hereof. The Warrant Agent hereof (but subject to adjustment as hereinafter provided) and shall also countersign and deliver Warrants as otherwise provided in this Warrant Agreement. The Company and the Warrant Agent may deem and treat the registered holder(s) of the Warrant Certificates and the Warrant Shares as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. The Warrants shall be numbered and shall be registered Warrant Agent, on the books behalf of the Company maintained at the principal office of Company, shall number and register the Warrant Agent Certificates in Boston, Massachusetts (the "WARRANT REGISTER") a register as they are issuedissued by the Company. Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrants shall not be countersigned by the Warrant Agent until they are released from escrow pursuant to any of the provisions in Section 2 of the Escrow Agreement. The Warrant Agent shall, upon written instructions of the PresidentEscrow Agent acting under direction of the Administrative Agent or NMS, a Vice Presidentas the case may be (which instructions, the Treasurer or Company agrees, shall be given upon the occurrence of any event described in Section 2 of the Escrow Agreement resulting in a release of the Warrants from escrow), countersign, and the Chief Financial Officer of the Company, initially countersign, Company shall issue and deliver such number of Warrants as are set forth in such written instructionsdeliver, and the Warrant Agent shall be fully protected in conclusively relying on such written instructions. Such written instructions shall not instruct the Warrant Agent to countersign Warrants entitling the holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof. The recitals hereof which shall not exceed 254,150 Warrant Agent Shares in the aggregate and shall also countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holder(s) of the Warrant Certificates and the Warrant Shares as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. The Warrants shall be numbered and shall be registered on the books of the Company maintained at the principal office of the Warrant Agent in BostonRidgefield Park, Massachusetts New Jersey (the "WARRANT REGISTERWarrant Register") as they are issued. Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, the President, Chief Executive Officer, Chief Operating Officer, a Vice President, the Treasurer or the Treasurer, Chief Financial Officer or an Assistant Secretary of the Company, initially countersign, issue countersign and deliver such number of Warrants as are set forth in such written instructions, and the Warrant Agent shall be fully protected in conclusively relying on such written instructions. Such written instructions shall not instruct the Warrant Agent to countersign Warrants entitling the holders Holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof. The Warrant Agent hereof and shall also thereafter countersign and deliver Warrants as otherwise provided in this Agreementupon the written instruction of the foregoing officers. The Company and the Warrant Agent may deem and treat the registered holder(sHolders (the "Holders") of the Warrant Certificates and the Warrant Shares as the absolute owner(s) owners thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), ) for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. The Warrants shall be --------------------------------- numbered and shall be registered on the books of the Company maintained at the principal office of the Warrant Agent in Bostonlocated at 000 Xxxx 00xx Xxxxxx, Massachusetts 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Division (the "WARRANT REGISTERWarrant Register") as they are issued. ---------------- Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. .The Warrant Agent shall, upon written instructions of the Chairman of the Board,the President, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Treasurer, a Vice President, the Treasurer Secretary or the Chief Financial Officer an Assistant Secretary of the Company, initially countersign, issue 2 countersign and deliver such number of Warrants as are set forth in such written instructions, and the Warrant Agent shall be fully protected in conclusively relying on such written instructions. Such written instructions shall not instruct the Warrant Agent to countersign Warrants entitling the holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof. The Warrant Agent hereof and shall also thereafter countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holder(sholders (the "Holders") of the Warrant Certificates and the Warrant Shares as the ------- absolute owner(s) owners thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), ) for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. The Warrants shall be numbered and shall be registered Warrant Agent, on the books behalf of the Company maintained at the principal office of Company, shall number and register the Warrant Agent Certificates in Boston, Massachusetts (the "WARRANT REGISTER") a Warrant register as they are issuedissued by the Company. The Warrant register will show the names and addresses of the respective holders of the Warrants, the numbers of Warrants evidenced on the face of each Warrant Certificate and the date of each Warrant Certificate. Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, Chief Executive Officer, President, a Vice President, the Treasurer Secretary or the Chief Financial Officer Assistant Secretary of the Company, initially countersign, issue countersign and deliver such number of Warrants as are set forth in such written instructions, and the Warrant Agent shall be fully protected in conclusively relying on such written instructions. Such written instructions shall not instruct the Warrant Agent to countersign Warrants entitling the holders thereof to purchase more not more, nor less, than the number of Warrant Shares shares of the New Common Stock referred to above in the first recital hereof. The Warrant Agent hereof (but subject to adjustment as hereinafter provided) and shall also countersign and deliver Warrants as otherwise provided in this Warrant Agreement. The Company and the Warrant Agent may deem and treat the registered holder(s) of the Warrant Certificates and the Warrant Shares as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. The Warrants shall be numbered and shall be registered Warrant Agent, on the books behalf of the Company maintained at the principal office of Company, shall number and register the Warrant Agent Certificates in Boston, Massachusetts (the "WARRANT REGISTER") a register as they are issuedissued by the Company. Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, a Senior Vice President, the Treasurer President or the Chief Financial Officer Secretary of the Company, initially countersign, issue countersign and deliver such number of Warrants as are set forth in such written instructions, and the Warrant Agent shall be fully protected in conclusively relying on such written instructions. Such written instructions shall not instruct the Warrant Agent to countersign Warrants Certificates entitling the holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof. The Warrant Agent hereof and shall also countersign and deliver Warrants Warrant Certificates as otherwise provided in this Agreement. Such written instructions shall specify the amount of the Warrants to be countersigned and the date of countersignature. The Company and the Warrant Agent may deem and treat the registered holder(s) of the Warrant Certificates and the Warrant Shares as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. The Company agrees to arrange for the Trustee (or any other Registrar thereunder) to act as registrar hereunder with respect to Warrants that are not Separated.

Registration and Countersignature. The Warrants --------------------------------- shall be numbered and shall be registered on the books of the Company maintained at the principal office of the Warrant Agent in Bostonlocated at 000 Xxxx 00xx Xxxxxx, Massachusetts 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Division (the "WARRANT REGISTERWarrant Register") as they are issued. ---------------- Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, the President, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Treasurer, a Vice President, the Treasurer Secretary or the Chief Financial Officer an Assistant Secretary of the Company, initially countersign, issue countersign and deliver such number of Warrants as are set forth in such written instructions, and the Warrant Agent shall be fully protected in conclusively relying on such written instructions. Such written instructions shall not instruct the Warrant Agent to countersign Warrants entitling the holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof. The Warrant Agent hereof and shall also thereafter countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holder(sholders (the "Holders") of the Warrant Certificates and the Warrant Shares as the absolute owner(s) ------- owners thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), ) for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. The Warrants shall be numbered and shall be registered on the books of the Company maintained at the principal office of the Warrant Agent in Boston, Massachusetts (the "WARRANT REGISTER"“Warrant Register”) as they are issued. Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the President, a Vice President, the Treasurer or the Chief Financial Officer of the Company, initially countersign, issue and deliver such number of Warrants as are set forth in such written instructions, and the Warrant Agent shall be fully protected in conclusively relying on such written instructions. Such written instructions shall not instruct the Warrant Agent to countersign Warrants entitling the holders thereof to purchase more than the number of Warrant Shares referred to above in the first recital hereof. The Warrant Agent shall also countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holder(s) of the Warrant Certificates and the Warrant Shares as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. The Warrants shall be numbered and shall be registered Warrant Agent, on the books behalf of the Company maintained at the principal office of Company, shall number and register the Warrant Agent Certificates in Boston, Massachusetts (the "WARRANT REGISTER") a register as they are issuedissued by the Company. Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the President, a Vice PresidentChairman of the Board, the Treasurer President or the Chief Financial Officer Treasurer of the CompanyCompany (the "Warrant Countersignature Order"), initially countersign, issue and deliver such number of Warrants as are set forth in such written instructions, and the Warrant Agent shall be fully protected in conclusively relying on such written instructions. Such written instructions shall not instruct the Warrant Agent to countersign Warrants entitling the holders Holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof. The Warrant Agent hereof and shall also countersign and deliver Warrants as otherwise provided in this Agreement. Any such Warrant Countersignature Order to the Warrant Agent described herein shall specify (in addition to the number of Warrants) the date on which the original issue of Warrants is to be countersigned. The Company and the Warrant Agent may deem and treat the registered holder(sHolder(s) of the Warrant Certificates and the Warrant Shares as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. The Warrants shall be --------------------------------- numbered and shall be registered on the books of the Company maintained at the principal office of the Warrant Agent in Bostonlocated at 000 Xxxx 00xx Xxxxxx, Massachusetts 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Attention: Corporate Trust Division (the "WARRANT REGISTERWarrant Register") as they are issued. ------- -------- Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, the President, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Treasurer, a Vice President, the Treasurer Secretary or the Chief Financial Officer an Assistant Secretary of the Company, initially countersign, issue countersign and deliver such number of Warrants as are set forth in such written instructions, and the Warrant Agent shall be fully protected in conclusively relying on such written instructions. Such written instructions shall not instruct the Warrant Agent to countersign Warrants entitling the holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof. The Warrant Agent hereof and shall also thereafter countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holder(sholders (the "Holders") of the Warrant Certificates and the Warrant Shares as the absolute owner(s) owners thereof ------- (notwithstanding any notation of ownership or other writing thereon made by anyone), ) for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. (a) The Warrants shall be numbered and shall be registered on the books of the Company Partnership maintained at the principal office of the Warrant Agent in Bostonthe Borough of Manhattan, Massachusetts city of New York (the "WARRANT REGISTERWarrant Register") as they are issued. Warrant Agent agrees to make the Warrant Register available during normal business hours for inspection by agents and other representatives of the Nevada State Gaming Control Board upon request. (b) Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, the President, Chief Executive Officer, a Vice President, the Treasurer or the Treasurer, Chief Financial Officer or an Assistant Secretary of the Companygeneral partner of the Partnership, initially countersign, issue countersign and deliver such number of Warrants as are set forth in such written instructions, and the Warrant Agent shall be fully protected in conclusively relying on such written instructions. Such written instructions shall not instruct the Warrant Agent to countersign Warrants entitling the holders thereof to purchase not more than the number an aggregate amount of Warrant Shares referred to above in the first recital hereof. The Warrant Agent 100,000 LP Partnership Interests and shall also thereafter countersign and deliver Warrants as otherwise provided in this Agreement. . (c) The Company Partnership and the Warrant Agent may deem and treat the registered holder(sholders (the "Holders") of the Warrant Certificates and the Warrant Shares as the absolute owner(s) owners thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), ) for all purposes, and neither the Company Partnership nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. The Warrants shall be --------------------------------- numbered and shall be registered on the books of the Company maintained at the principal office of the Warrant Agent in Bostonlocated at 000 Xxxx 00xx Xxxxxx, Massachusetts 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Attention: Corporate Trust Division (the "WARRANT REGISTERWarrant Register") as they are issued. ---------------- Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, the President, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Treasurer, a Vice President, the Treasurer Secretary or the Chief Financial Officer an Assistant Secretary of the Company, initially countersign, issue countersign and deliver such number of Warrants as are set forth in such written instructions, and the Warrant Agent shall be fully protected in conclusively relying on such written instructions. Such written instructions shall not instruct the Warrant Agent to countersign Warrants entitling the holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof. The Warrant Agent hereof and shall also thereafter countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holder(sholders (the "Holders") of the Warrant Certificates and the Warrant Shares as the absolute owner(s) owners thereof ------- (notwithstanding any notation of ownership or other writing thereon made by anyone), ) for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. The Warrants shall be numbered and shall be registered Warrant Agent, on the books behalf of the Company maintained at the principal office of Company, shall number and register the Warrant Agent Certificates in Boston, Massachusetts (the "WARRANT REGISTER") a Warrant register as they are issuedissued by the Company. The Warrant register will show the names and addresses of the respective holders of the Warrants, the numbers of Warrants evidenced on the face of each Warrant Certificate and the date of each Warrant Certificate. Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the PresidentChairman of the Board, a the Chief Executive Officer, any Vice President, the Treasurer Secretary or the Chief Financial Officer any Assistant Secretary of the Company, initially countersign, issue countersign and deliver such number of Warrants as are set forth in such written instructions, and the Warrant Agent shall be fully protected in conclusively relying on such written instructions. Such written instructions shall not instruct the Warrant Agent to countersign Warrants entitling the holders thereof to purchase not more than the number of Warrant Shares shares of Common Stock referred to above in the first recital hereof. The Warrant Agent hereof (but subject to adjustment as hereinafter provided) and shall also countersign and deliver Warrants as otherwise provided in this Warrant Agreement. Each holder of Warrants, including those holders accepting a Warrant Certificate, shall be bound by all of the terms and provisions of the Warrant Agreement (a copy of which is available on request to the Secretary of the Company) and any amendments thereto as fully and effectively as if such holder had signed the same. The Company and the Warrant Agent may deem and treat the registered holder(s) of the any Warrant Certificates and the Warrant Shares as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. The Warrants shall be numbered and shall be registered Warrant Agent, on the books --------------------------------- behalf of the Company maintained at the principal office of Company, shall number and register the Warrant Agent Certificates in Boston, Massachusetts (the "WARRANT REGISTER") a register as they are issuedissued by the Company. Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, a Senior Vice President, the Treasurer President or the Chief Financial Officer Secretary of the Company, initially countersign, issue countersign and deliver such number of Warrants as are set forth in such written instructions, and the Warrant Agent shall be fully protected in conclusively relying on such written instructions. Such written instructions shall not instruct the Warrant Agent to countersign Warrants Certificates entitling the holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof. The Warrant Agent hereof and shall also countersign and deliver Warrants Warrant Certificates as otherwise provided in this Agreement. Such written instructions shall specify the amount of the Warrants to be countersigned and the date of countersignature. The Company and the Warrant Agent may deem and treat the registered holder(s) of the Warrant Certificates and the Warrant Shares as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. The Company agrees to arrange for the Senior Note Trustee (or any other Registrar thereunder) to act as registrar hereunder with respect to Warrants that are not Separated.