Common use of Registration and Countersignature Clause in Contracts

Registration and Countersignature. (a) The Company and the Warrant Agent, on behalf of the Company, shall number and register the Warrant Certificates in a Register (as hereinafter defined) as they are 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 Chairman of the Board, the Chief Executive Officer, the President or a Vice President of the Company, initially countersign, issue and deliver Warrants entitling the Holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall countersign and deliver Warrants as otherwise provided in this Agreement. (c) The Company 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 or at any other place in the United States of America designated by the Company, showing (i) the names and the latest 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 issue and transfer of Warrants. The registered owner on the Register may be deemed and treated by the Company, the Warrant Agent 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 contrary 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 on the books of the Company and maintained at the principal office of the Warrant AgentAgent in Boston, on behalf of Massachusetts (the Company, shall number and register the Warrant Certificates in a Register (as hereinafter defined"WARRANT REGISTER") as they are issued by the Company which such register shall be maintained in accordance with Section 5(c) hereof. (b) 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 BoardPresident, a Vice President, the Treasurer or the Chief Executive Officer, the President or a Vice President 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 holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and hereof. The Warrant Agent shall also countersign and deliver Warrants as otherwise provided in this Agreement. (c) . The Company shall maintain, or cause to be maintained, a register (and the "Register"Warrant Agent may deem and treat the registered holder(s) of the Warrants at its registered officeWarrant Certificates and the Warrant Shares as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), at for all purposes, and neither the principal office of Company nor the Warrant Agent or at any other place in the United States of America designated shall be affected by the Company, showing (i) the names and the latest 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 issue and transfer of Warrants. The registered owner on the Register may be deemed and treated by the Company, the Warrant Agent 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 contrary 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 purposescontrary.

Registration and Countersignature. (a) The Company and the Warrant Agent, on behalf of the Company, shall number and register the Warrant Certificates in a Register (as hereinafter defined) register as they are issued by the Company which such register shall be maintained in accordance with Section 5(c) hereofCompany. (b) In the case of offers and sales of Warrants outside the United States without registration under the Securities Act of 1933, as amended (the "Securities 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) 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 or President, a Vice President President, the Treasurer or the Controller of the Company, initially countersign, issue and deliver Warrants Warrant Certificates entitling the Holders holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall countersign and deliver Warrants Warrant Certificates as otherwise provided in this Agreement. (cd) The Company shall maintain, or cause to be maintained, a register (the "Register") of the Warrants at its registered office, at the principal office of and the Warrant Agent may deem and treat a registered holder of a Warrant Certificate as the absolute owner thereof (notwithstanding any notation of ownership or at any other place in writing thereon made by anyone) for all purposes, and neither the United States of America designated by the Company, showing (i) the names and the latest 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 issue and transfer of Warrants. The registered owner on the Register may be deemed and treated by the Company, Company nor the Warrant Agent 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, shall be affected by any notice to the contrary 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 purposescontrary.

Registration and Countersignature. (a) The Company and the Warrant Agent, on behalf of the Company, shall number and register the Warrant Certificates in a Register (as hereinafter defined) Warrant register as they are issued by the Company which such Company. The Warrant register shall be maintained in accordance with Section 5(c) hereof. (b) 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, the Chief Executive Officer, the President President, Vice President, Secretary or a Vice President Assistant Secretary of the Company, initially countersign, issue countersign and deliver Warrants Warrant Certificates entitling the Holders holders thereof to purchase not more than the number one share of Common Stock per Warrant Shares referred (but subject to above in the first recital hereof adjustment as hereinafter provided) and shall countersign and deliver Warrants Warrant Certificates as otherwise provided in this Warrant Agreement. (c) . The Company shall maintain, or cause to be maintained, a register (and the "Register"Warrant Agent may deem and treat the registered holder(s) of the Warrants at its registered officeWarrant Certificates as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), at for all purposes, and neither the principal office of Company nor the Warrant Agent or at any other place in the United States of America designated shall be affected by the Company, showing (i) the names and the latest 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 issue and transfer of Warrants. The registered owner on the Register may be deemed and treated by the Company, the Warrant Agent 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 contrary 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 purposescontrary.

Registration and Countersignature. (a) The Warrants shall be numbered and shall be registered on the books of the Company and maintained at the principal office of the Warrant AgentAgent at ▇▇▇▇▇ Fargo Shareowner Services, on behalf of ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the Company, shall number and register the “Warrant Certificates in a Register (as hereinafter definedRegister”) as they are issued by the Company which such register shall be maintained in accordance with Section 5(c) hereof. (b) 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, the President or a Vice President President, the Treasurer, an Assistant Treasurer, Chief Financial Officer, Secretary or an Assistant Secretary of the Company, initially countersign, issue countersign and deliver Warrants entitling the Holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall thereafter countersign and deliver Warrants as otherwise provided in this Agreement. (c) . The Company shall maintain, or cause to be maintained, a register and the Warrant Agent may deem and treat the registered holders (the "Register"“Holders”) of the Warrants at its registered officeWarrant Certificates as the absolute owners thereof (notwithstanding any notation of ownership or other writing thereon made by anyone) for all purposes, at and neither the principal office of Company nor the Warrant Agent or at any other place in the United States of America designated shall be affected by the Company, showing (i) the names and the latest 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 issue and transfer of Warrants. The registered owner on the Register may be deemed and treated by the Company, the Warrant Agent 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 contrary 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 purposescontrary.

Registration and Countersignature. (a) The Warrants shall be --------------------------------- numbered and shall be registered on the books of the Company and maintained at the principal office of the Warrant AgentAgent in located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, on behalf of ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Trust Division (the Company, shall number and register the "Warrant Certificates in a Register (as hereinafter definedRegister") as they are issued by the Company which such register shall be maintained in accordance with Section 5(c) hereof. (b) 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, the Chief Executive Officer, the President or Chief Operating Officer, Chief Financial Officer, Treasurer, a Vice President President, the Secretary or an Assistant Secretary of the Company, initially countersign, issue countersign and deliver Warrants entitling the Holders holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall thereafter countersign and deliver Warrants as otherwise provided in this Agreement. (c) . The Company shall maintain, or cause to be maintained, a register and the Warrant Agent may deem and treat the registered holders (the "RegisterHolders") of the Warrants at its registered officeWarrant ------- Certificates as the absolute owners thereof (notwithstanding any notation of ownership or other writing thereon made by anyone) for all purposes, at and neither the principal office of Company nor the Warrant Agent or at any other place in the United States of America designated shall be affected by the Company, showing (i) the names and the latest 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 issue and transfer of Warrants. The registered owner on the Register may be deemed and treated by the Company, the Warrant Agent 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 contrary 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 purposescontrary.

Registration and Countersignature. (a) The Company and the Warrant Agent, on --------------------------------- behalf of the Company, shall number and register the Warrant Certificates in a Register (as hereinafter defined) register as they are issued by the Company which such register shall be maintained in accordance with Section 5(c) hereof. (b) 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 Chief Executive OfficerPresident, a Vice President, the President Treasurer or a Vice President the Controller of the Company, initially countersign, issue and deliver Warrants entitling the Holders thereof to purchase not more than the aggregate number of Warrant Shares referred to above in the first recital hereof and shall countersign and deliver Warrants as otherwise provided in this Agreement. (c) . The Company shall maintain, or cause to be maintained, a register (and the "Register"Warrant Agent may deem and treat the Holder(s) of the Warrants at its registered officeWarrant Certificates as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), at for all purposes, and neither the principal office of Company nor the Warrant Agent or at any other place in the United States of America designated shall be affected by the Company, showing (i) the names and the latest 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 issue and transfer of Warrants. The registered owner on the Register may be deemed and treated by the Company, the Warrant Agent 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 contrary notwithstandingcontrary. Prior to the Separation Date, and, until such transfer the registered holder of a Unit shall be deemed the registered Holder 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 related Warrants for all purposespurposes hereunder.

Registration and Countersignature. (a) The Warrants shall be numbered and shall be registered on the books of the Company and maintained at the principal office of the Warrant AgentAgent in the Borough of Manhattan, on behalf city of New York (the Company, shall number and register the "Warrant Certificates in a Register (as hereinafter definedRegister") as they are issued by the Company which such register shall be maintained in accordance with Section 5(c) hereof. (b) 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, the President or a Vice President President, the Treasurer, Chief Financial Officer or an Assistant Secretary of the Company, initially countersign, issue countersign and deliver Warrants entitling the Holders holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall thereafter countersign and deliver Warrants as otherwise provided in this Agreement. (c) . The Company shall maintain, or cause to be maintained, a register and the Warrant Agent may deem and treat the registered holders (the "RegisterHolders") of the Warrants at its registered officeWarrant Certificates as the absolute owners thereof (notwithstanding any notation of ownership or other writing thereon made by anyone) for all purposes, at and neither the principal office of Company nor the Warrant Agent or at any other place in the United States of America designated shall be affected by the Company, showing (i) the names and the latest 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 issue and transfer of Warrants. The registered owner on the Register may be deemed and treated by the Company, the Warrant Agent 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 contrary 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 purposescontrary.

Registration and Countersignature. (a) The Warrants shall be --------------------------------- numbered and shall be registered on the books of the Company and maintained at the principal office of the Warrant Agent, on behalf of Agent in [LOCATION OF WARRANT AGENT'S OFFICES] (the Company, shall number and register the "Warrant Certificates in a Register (as hereinafter definedRegister") as they are issued by the Company which such register shall be maintained in accordance with Section 5(c) hereof. (b) 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, the President or Chief Operating Officer, Chief Financial Officer, Treasurer, a Vice President President, the Secretary or an Assistant Secretary of the Company, initially countersign, issue countersign and deliver Warrants entitling the Holders holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall thereafter countersign and deliver Warrants as otherwise provided in this Agreement. (c) . The Company shall maintain, or cause to be maintained, a register and the Warrant Agent may deem and treat the registered holders (the "RegisterHolders") of the Warrants at its registered officeWarrant Certificates as the absolute owners ------- thereof (notwithstanding any notation of ownership or other writing thereon made by anyone) for all purposes, at and neither the principal office of Company nor the Warrant Agent or at any other place in the United States of America designated shall be affected by the Company, showing (i) the names and the latest 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 issue and transfer of Warrants. The registered owner on the Register may be deemed and treated by the Company, the Warrant Agent 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 contrary 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 purposescontrary.

Registration and Countersignature. (a) The Company Warrant Agent shall maintain books for the registration and registration of transfer of Warrant Certificates. Upon the initial issuance of the Units of Common Stock and Warrants, the Warrant Agent, on behalf of the Company, Agent shall number issue and register the Warrant Certificates in a Register (as hereinafter defined) as they are issued by the Company which names of the respective registered holders and upon subsequent issuances of Units of Common Stock and Warrants, the Warrant Certificates for such register Warrants shall be maintained registered in accordance with Section 5(c) hereof. (b) the names of the respective registered holders. The Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shallCertificates shall be so countersigned, upon written instructions of the Chairman of the Boardhowever, the Chief Executive Officer, the President or a Vice President of the Company, initially countersign, issue and deliver Warrants entitling the Holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall countersign and deliver Warrants as otherwise provided in this Agreement. (c) The Company 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 or at any other place in the United States of America designated by the Company, showing (i) the names and the latest 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 issue and transfer of Warrants. The registered owner on the Register may be deemed and treated by the Company, the Warrant Agent and be delivered by the Warrant Agent, notwithstanding that the persons whose manual or facsimile signatures appear thereon as proper officers of the Company shall have ceased to be such officers at the time of such countersignature or delivery. Upon issuance of any Warrant Certificate, the Company will present the same, or cause the same to be presented, to the Warrant Agent for countersignature of such Warrant Certificate. Prior to due presentment for registration of transfer of the Warrant Certificates, the Company and the Warrant Agent may deem and treat the registered holder thereof as the absolute owner of the Warrant Certificates (notwithstanding any notation of ownership or other writing thereon made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof and for all other persons dealing with purposes, and neither the Warrants evidenced thereby as Company nor 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, Warrant Agent shall be affected by any notice to the contrary 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 purposescontrary.

Registration and Countersignature. Upon written order of the Company (a) The Company and a “Warrant Countersignature Order”), the Warrant Agent, Agent shall upon receipt of a Warrant duly executed on behalf of the Company, countersign such Warrant and shall number and register deliver such Warrant to or upon the Warrant Certificates in a Register (as hereinafter defined) as they are issued by written order of the Company. Such written order of the Company which shall specifically state the number of Warrants that are to be in the form of a Global Warrant and the number of Warrants that are to be issued in the form of a Definitive Warrant. Warrants shall be, and shall remain, subject to the provisions of this Agreement until such register time they shall be maintained have been duly exercised or shall have expired or been canceled in accordance with Section 5(c) the terms hereof. (b) Warrant Certificates . Each Holder shall be manually bound by all of the terms and provisions of this Agreement (a copy of which is available on request to the Secretary of the Company) as fully and effectively as if such Holder had signed the same. No Warrant shall be valid for any purpose, including the exercise thereof, until such Warrant has been countersigned by the manual or facsimile signature of the Warrant Agent. Such signature by the Warrant Agent and upon any Warrant executed by the Company shall not be valid for any purpose unless conclusive evidence that such Warrant so countersignedcountersigned has been duly issued hereunder. The Warrant Agent shallshall keep, upon written instructions of the Chairman of the Boardat an office designated for such purpose, the Chief Executive Officer, the President or a Vice President of the Company, initially countersign, issue and deliver Warrants entitling the Holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall countersign and deliver Warrants as otherwise provided in this Agreement. (c) The Company shall maintain, or cause to be maintained, a register books (the "“Warrant Register"”) of in which, subject to such reasonable regulations as it may prescribe, it shall register the Warrants at its registered office, at the principal office and exchanges and transfers of the Warrant Agent or at any other place in the United States of America designated by the Company, showing (i) the names and the latest 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 issue and transfer of Warrants. The registered owner on the Register may be deemed and treated by the Company, the Warrant Agent 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 contrary notwithstanding, and, until such transfer of the Warrant on such books in accordance with the provisions of this Agreementprocedures set forth in Section 5 hereof, all in form satisfactory to the Company may treat and the registered owner on the Register as the owner for all purposesWarrant Agent.

Registration and Countersignature. (a) The Warrants shall --------------------------------- be numbered and shall be registered on the books of the Company and maintained at the principal office of the Warrant Agent, on behalf of Agent in [LOCATION OF WARRANT AGENT'S OFFICES] (the Company, shall number and register the "Warrant Certificates in a Register (as hereinafter definedRegister") as they are issued by the Company which such register shall be maintained in accordance with Section 5(c) hereof. (b) 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, the President or Chief Operating Officer, Chief Financial Officer, Treasurer, a Vice President President, the Secretary or an Assistant Secretary of the Company, initially countersign, issue countersign and deliver Warrants entitling the Holders holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall thereafter countersign and deliver Warrants as otherwise provided in this Agreement. (c) . The Company shall maintain, or cause to be maintained, a register and the Warrant Agent may deem and treat the registered holders (the "RegisterHolders") of the Warrants at its registered officeWarrant Certificates as the absolute owners ------- thereof (notwithstanding any notation of ownership or other writing thereon made by anyone) for all purposes, at and neither the principal office of Company nor the Warrant Agent or at any other place in the United States of America designated shall be affected by the Company, showing (i) the names and the latest 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 issue and transfer of Warrants. The registered owner on the Register may be deemed and treated by the Company, the Warrant Agent 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 contrary 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 purposescontrary.

Registration and Countersignature. (a) The Company and the Warrant Agent, on behalf of the Company, shall number and register the Warrant Certificates in a Register (as hereinafter defined) register as they are issued by the Company which such register shall be maintained in accordance with Section 5(c) hereof. (b) 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 Chief Executive Officer, the Chief Financial Officer, President, a Senior Vice President or a Vice President Secretary of the Company, initially countersign, issue countersign and deliver Warrants Warrant Certificates entitling the Holders holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall countersign and deliver Warrants Warrant Certificates as otherwise provided in this Agreement. (c) . Such written instructions shall specify the amount of the Warrants to be countersigned and the date of countersignature. The Company shall maintain, or cause to be maintained, a register (and the "Register"Warrant Agent may deem and treat the registered holder(s) of the Warrants at its registered officeWarrant Certificates as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), at for all purposes, and neither the principal office of Company nor the Warrant Agent or at any other place in the United States of America designated shall be affected by the Company, showing (i) the names and the latest 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 issue and transfer of Warrants. The registered owner on the Register may be deemed and treated by the Company, the Warrant Agent 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 contrary notwithstanding, and, until such transfer of contrary. The Company agrees to arrange for the Warrant on such books in accordance Trustee under the Indenture (or any other Registrar thereunder) to act as registrar hereunder with the provisions of this Agreement, the Company may treat the registered owner on the Register as the owner for all purposesrespect to Warrants that are not Separated.

Registration and Countersignature. (a) The Warrants shall be --------------------------------- numbered and shall be registered on the books of the Company and maintained at the principal office of the Warrant AgentAgent in located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, on behalf of ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, Attention: Corporate Trust Division (the Company, shall number and register the "Warrant Certificates in a Register (as hereinafter definedRegister") as they are issued by the Company which such register shall be maintained in accordance with Section 5(c) hereof. (b) 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, the President or Chief Operating Officer, Chief Financial Officer, Treasurer, a Vice President President, the Secretary or an Assistant Secretary of the Company, initially countersign, issue countersign and deliver Warrants entitling the Holders holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall thereafter countersign and deliver Warrants as otherwise provided in this Agreement. (c) . The Company shall maintain, or cause to be maintained, a register and the Warrant Agent may deem and treat the registered holders (the "RegisterHolders") of the Warrants at its registered officeWarrant Certificates as the absolute owners thereof ------- (notwithstanding any notation of ownership or other writing thereon made by anyone) for all purposes, at and neither the principal office of Company nor the Warrant Agent or at any other place in the United States of America designated shall be affected by the Company, showing (i) the names and the latest 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 issue and transfer of Warrants. The registered owner on the Register may be deemed and treated by the Company, the Warrant Agent 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 contrary 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 purposescontrary.

Registration and Countersignature. (a) The Company and the Warrant Agent, on behalf of the Company, shall number hold the Warrants unnumbered and register unregistered. Initially, the Warrant Certificates in a Register (as hereinafter defined) as they are Warrants will be issued by the Company which and deposited with The Bank of New York, as escrow agent (the "ESCROW AGENT"), pursuant to an Escrow Agreement, dated September 14, 1998 (the "ESCROW AGREEMENT"), among the Company, Lehm▇▇ ▇▇▇thers 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 register shall be maintained Warrants in accordance with Section 5(c) hereof. (b) the names, denominations and exercisable for such number of shares of Common Stock as directed in writing by the Arranger. 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 OfficerPresident, a Vice President, the President Treasurer or a Vice President the Chief Financial Officer of the Company, initially countersign, issue and deliver Warrants entitling the Holders holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall countersign and deliver Warrants as otherwise provided in this Agreement. (c) . The Company shall maintain, or cause to be maintained, a register (and the "Register"Warrant Agent may deem and treat the registered holder(s) of the Warrants at its registered officeWarrant Certificates as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), at for all purposes, and neither the principal office of Company nor the Warrant Agent or at any other place in the United States of America designated shall be affected by the Company, showing (i) the names and the latest 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 issue and transfer of Warrants. The registered owner on the Register may be deemed and treated by the Company, the Warrant Agent 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 contrary 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 purposescontrary.

Registration and Countersignature. (a) The Company and the Warrant Agent, on behalf of the CompanyEnterprises, shall number and register the Warrant Certificates in a Register (as hereinafter defined) register as they are issued by the Company which such register shall be maintained in accordance with Section 5(c) hereofEnterprises. (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 or President, a Vice President President, the Treasurer or the Controller of the CompanyEnterprises, initially countersign, issue and deliver Warrants Warrant Certificates entitling the Holders holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall countersign and deliver Warrants Warrant Certificates as otherwise provided in this Agreement. (cd) The Company shall maintain, or cause to be maintained, a register (the "Register") of the Warrants at its registered office, at the principal office of Enterprises and the Warrant Agent may deem and treat a registered holder of a Warrant Certificate as the absolute owner thereof (notwithstanding any notation of ownership or at any other place in the United States of America designated writing thereon made by the Companyanyone) for all purposes, showing (i) the names and the latest 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 issue and transfer of Warrants. The registered owner on the Register may be deemed and treated by the Company, neither Enterprises nor the Warrant Agent 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, shall be affected by any notice to the contrary 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 purposescontrary.

Registration and Countersignature. (a) The Warrants shall be numbered and shall be registered on the books of the Company and maintained at the principal office of the Warrant AgentAgent in Boston, on behalf of Massachusetts (the Company, shall number and register the “Warrant Certificates in a Register (as hereinafter definedRegister”) as they are issued by the Company which such register shall be maintained in accordance with Section 5(c) hereof. (b) 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 BoardPresident, a Vice President, the Treasurer or the Chief Executive Officer, the President or a Vice President 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 holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and hereof. The Warrant Agent shall also countersign and deliver Warrants as otherwise provided in this Agreement. (c) . The Company shall maintain, or cause to be maintained, a register (and the "Register"Warrant Agent may deem and treat the registered holder(s) of the Warrants at its registered officeWarrant Certificates and the Warrant Shares as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), at for all purposes, and neither the principal office of Company nor the Warrant Agent or at any other place in the United States of America designated shall be affected by the Company, showing (i) the names and the latest 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 issue and transfer of Warrants. The registered owner on the Register may be deemed and treated by the Company, the Warrant Agent 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 contrary 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 purposescontrary.

Registration and Countersignature. (a) The Warrants shall be --------------------------------- numbered and shall be registered on the books of the Company and maintained at the principal office of the Warrant AgentAgent in located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, on behalf of ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, Attention: Corporate Trust Division (the Company, shall number and register the "Warrant Certificates in a Register (as hereinafter definedRegister") as they are issued by the Company which such register shall be maintained in accordance with Section 5(c) hereof. (b) 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, the President or Chief Operating Officer, Chief Financial Officer, Treasurer, a Vice President President, the Secretary or an Assistant Secretary of the Company, initially countersign, issue countersign and deliver Warrants entitling the Holders holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall thereafter countersign and deliver Warrants as otherwise provided in this Agreement. (c) . The Company shall maintain, or cause to be maintained, a register and the Warrant Agent may deem and treat the registered holders (the "RegisterHolders") of the Warrants at its registered officeWarrant Certificates as the absolute owners thereof ------- (notwithstanding any notation of ownership or other writing thereon made by anyone) for all purposes, at and neither the principal office of Company nor the Warrant Agent or at any other place in the United States of America designated shall be affected by the Company, showing (i) the names and the latest 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 issue and transfer of Warrants. The registered owner on the Register may be deemed and treated by the Company, the Warrant Agent 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 contrary 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 purposescontrary.

Registration and Countersignature. (a) The Company and the Warrant Agent, on behalf of the Company, shall number and register the Warrant Certificates in a Register (as hereinafter defined) Warrant register as they are issued by the Company which such Company. The Warrant register shall be maintained in accordance with Section 5(c) hereof. (b) 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, the Chief Executive Officer, any Vice President, the President Secretary or a Vice President any Assistant Secretary of the Company, initially countersign, issue countersign and deliver Warrants entitling the Holders holders thereof to purchase not more than the number of Warrant Shares shares of Common Stock referred to above in the first recital hereof (but subject to adjustment as hereinafter provided) and shall countersign and deliver Warrants as otherwise provided in this Warrant Agreement. (c) The Company . Each holder of Warrants, including those holders accepting a Warrant Certificate, shall maintain, or cause to be maintained, a register (the "Register") bound by all of the Warrants at its registered office, at the principal office terms and provisions of the Warrant Agent or at any other place in Agreement (a copy of which is available on request to the United States Secretary of America designated by the Company, showing (i) and any amendments thereto as fully and effectively as if such holder had signed the names and the latest 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 issue and transfer of Warrantssame. The registered owner on the Register may be deemed Company and treated by the Company, the Warrant Agent may deem and all other persons dealing with treat the Warrants evidenced thereby registered holder(s) of any Warrant Certificates as the Holder absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), for all purposes, and absolute owner thereof for any purpose and as neither the person entitled to exercise Company nor the right represented thereby, or to the transfer on the books of the Company, Warrant Agent shall be affected by any notice to the contrary 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 purposescontrary.

Registration and Countersignature. (a) The Warrants shall be --------------------------------- numbered and shall be registered on the books of the Company and maintained at the principal office of the Warrant AgentAgent in the Borough of Manhattan, on behalf City of New York (the Company, shall number and register the "Warrant Certificates in a Register (as hereinafter definedRegister") as they are issued by the Company which such register shall be maintained in accordance with Section 5(c) hereof. (b) 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, the President or a Vice President President, the Treasurer, Chief Financial Officer, Secretary or an Assistant Secretary of the Company, initially countersign, issue countersign and deliver Warrants entitling the Holders holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall thereafter countersign and deliver Warrants as otherwise provided in this Agreement. (c) . The Company shall maintain, or cause to be maintained, a register and the Warrant Agent may deem and treat the registered holders (the "RegisterHolders") of the Warrants at its registered officeWarrant Certificates as the absolute owners thereof (notwithstanding any notation of ownership or other writing thereon made by anyone) for all purposes, at and neither the principal office of Company nor the Warrant Agent or at any other place in the United States of America designated shall be affected by the Company, showing (i) the names and the latest 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 issue and transfer of Warrants. The registered owner on the Register may be deemed and treated by the Company, the Warrant Agent 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 contrary 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 purposescontrary.

Registration and Countersignature. (a) The Company and the Warrant Agent, on behalf of the Company, shall number and register the Warrant Certificates in a Register (as hereinafter defined) Warrant register as they are issued by the Company which such Company. The Warrant register shall be maintained in accordance with Section 5(c) hereof. (b) 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, the Chief Executive Officer, the President President, Vice President, Secretary or a Vice President Assistant Secretary of the Company, initially countersign, issue countersign and deliver Warrants entitling the Holders holders thereof to purchase not more more, nor less, than the number of Warrant Shares shares of the New Common Stock referred to above in the first recital hereof (but subject to adjustment as hereinafter provided) and shall countersign and deliver Warrants as otherwise provided in this Warrant Agreement. (c) . The Company shall maintain, or cause to be maintained, a register (and the "Register"Warrant Agent may deem and treat the registered holder(s) of the Warrants at its registered officeWarrant Certificates as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), at for all purposes, and neither the principal office of Company nor the Warrant Agent or at any other place in the United States of America designated shall be affected by the Company, showing (i) the names and the latest 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 issue and transfer of Warrants. The registered owner on the Register may be deemed and treated by the Company, the Warrant Agent 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 contrary 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 purposescontrary.

Registration and Countersignature. (a) The Company and the Warrant Agent, on --------------------------------- behalf of the Company, shall number and register the Warrant Certificates in a Register (as hereinafter defined) register as they are issued by the Company which such register shall be maintained in accordance with Section 5(c) hereof. (b) 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 Chief Executive OfficerPresident, a Vice President, the President Treasurer or a Vice President the Controller of the Company, initially countersign, issue and deliver Warrants entitling the Holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall countersign and deliver Warrants as otherwise provided in this Agreement. (c) . The Company shall maintain, or cause to be maintained, a register (and the "Register"Warrant Agent may deem and treat the Holder(s) of the Warrants at its registered officeWarrant Certificates as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), at for all purposes, and neither the principal office of Company nor the Warrant Agent or at any other place in the United States of America designated shall be affected by the Company, showing (i) the names and the latest 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 issue and transfer of Warrants. The registered owner on the Register may be deemed and treated by the Company, the Warrant Agent 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 contrary notwithstandingcontrary. Prior to a Separation Date, and, until such transfer the registered holder of the Warrant on such books in accordance with the provisions of this Agreement, the Company may treat Unit shall be deemed the registered owner on the Register as the owner Holder of such Warrants for all purposespurposes hereunder.

Registration and Countersignature. (a) The Warrants shall be numbered and shall be registered on the books of the Company and maintained at the office of the Warrant Agent, on behalf of Agent designated for such purpose (the Company, shall number and register the “Warrant Certificates in a Register (as hereinafter definedRegister”) as they are issued by the Company which such register shall be maintained in accordance with Section 5(c) hereof. (b) issued. Warrant Certificates shall be manually countersigned by the Warrant Agent (by either manual or facsimile signature) 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, the President or a Vice President President, the Treasurer, an Assistant Treasurer, Chief Financial Officer, Secretary or an Assistant Secretary of the Company, initially countersign, issue countersign and deliver Warrants entitling the Holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall thereafter countersign and deliver Warrants as otherwise provided in this Agreement. (c) . The Company shall maintain, or cause to be maintained, a register and the Warrant Agent may deem and treat the registered holders (the "Register"“Holders” or “Warrantholders”) of the Warrants at its registered officeWarrant Certificates as the absolute owners thereof (notwithstanding any notation of ownership or other writing thereon made by anyone) for all purposes, at and neither the principal office of Company nor the Warrant Agent or at any other place in the United States of America designated shall be affected by the Company, showing (i) the names and the latest 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 issue and transfer of Warrants. The registered owner on the Register may be deemed and treated by the Company, the Warrant Agent 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 contrary 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 purposescontrary.

Registration and Countersignature. (a) The Company and the Warrant Agent, on behalf of the Company, shall number and register the Warrant Certificates in a Register (as hereinafter defined) register as they are issued by the Company which such register shall be maintained in accordance with Section 5(c) hereof. (b) 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 Chairman Escrow Agent acting under direction of the BoardAdministrative Agent or NMS, as the case may be (which instructions, the Chief Executive OfficerCompany agrees, shall be given upon the President or a Vice President occurrence of any event described in Section 2 of the CompanyEscrow Agreement resulting in a release of the Warrants from escrow), initially countersign, and the Chief Financial Officer of the Company shall issue and deliver deliver, Warrants entitling the Holders holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital recitals hereof which shall not exceed 254,150 Warrant Shares in the aggregate and shall countersign and deliver Warrants as otherwise provided in this Agreement. (c) . The Company shall maintain, or cause to be maintained, a register (and the "Register"Warrant Agent may deem and treat the registered holder(s) of the Warrants at its registered officeWarrant Certificates as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), at for all purposes, and neither the principal office of Company nor the Warrant Agent or at any other place in the United States of America designated shall be affected by the Company, showing (i) the names and the latest 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 issue and transfer of Warrants. The registered owner on the Register may be deemed and treated by the Company, the Warrant Agent 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 contrary 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 purposescontrary.

Registration and Countersignature. (a) The Company and the Warrant Agent, on behalf of the Company, shall number and register the Warrant Certificates in a Register (as hereinafter defined) register as they are issued by the Company which such register shall be maintained in accordance with Section 5(c) hereof. (b) 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 Chief Executive Officer, the President or a Vice President the Treasurer of the CompanyCompany (the "Warrant Countersignature Order"), initially countersign, issue and deliver Warrants entitling the Holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall countersign and deliver Warrants as otherwise provided in this Agreement. . Any such Warrant Countersignature Order to the Warrant Agent described herein shall specify (cin addition to the number of Warrants) the date on which the original issue of Warrants is to be countersigned. The Company shall maintain, or cause to be maintained, a register (and the "Register"Warrant Agent may deem and treat the Holder(s) of the Warrants at its registered officeWarrant Certificates as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), at for all purposes, and neither the principal office of Company nor the Warrant Agent or at any other place in the United States of America designated shall be affected by the Company, showing (i) the names and the latest 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 issue and transfer of Warrants. The registered owner on the Register may be deemed and treated by the Company, the Warrant Agent 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 contrary 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 purposescontrary.

Registration and Countersignature. (a) The Company Warrants shall be numbered and shall be registered on the books of the Partnership maintained at the principal office of the Warrant AgentAgent in the Borough of Manhattan, on behalf city of New York (the Company, shall number and register the "Warrant Certificates in a Register (as hereinafter definedRegister") as they are issued issued. Warrant Agent agrees to make the Warrant Register available during normal business hours for inspection by agents and other representatives of the Company which such register shall be maintained in accordance with Section 5(c) hereofNevada 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, the President or a Vice President President, the Treasurer, Chief Financial Officer or an Assistant Secretary of the Companygeneral partner of the Partnership, initially countersign, issue countersign and deliver Warrants entitling the Holders holders thereof to purchase not more than the number an aggregate amount of Warrant Shares referred to above in the first recital hereof 100,000 LP Partnership Interests and shall thereafter countersign and deliver Warrants as otherwise provided in this Agreement. (c) The Company shall maintain, or cause to be maintained, a register Partnership and the Warrant Agent may deem and treat the registered holders (the "RegisterHolders") of the Warrants at its registered officeWarrant Certificates as the absolute owners thereof (notwithstanding any notation of ownership or other writing thereon made by anyone) for all purposes, at and neither the principal office of Partnership nor the Warrant Agent or at any other place in the United States of America designated shall be affected by the Company, showing (i) the names and the latest 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 issue and transfer of Warrants. The registered owner on the Register may be deemed and treated by the Company, the Warrant Agent 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 contrary 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 purposescontrary.

Registration and Countersignature. (a) The Warrants shall be numbered and shall be registered on the books of the Company and maintained at the principal office of the Warrant AgentAgent in Canton, on behalf of Massachusetts (the Company, shall number and register the “Warrant Certificates in a Register (as hereinafter definedRegister”) as they are issued by the Company which such register shall be maintained in accordance with Section 5(c) hereof. (b) 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, the President or a Vice President President, the Treasurer, an Assistant Treasurer, Chief Financial Officer, Secretary or an Assistant Secretary of the Company, initially countersign, issue countersign and deliver Warrants entitling the Holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall thereafter countersign and deliver Warrants as otherwise provided in this Agreement. (c) . The Company shall maintain, or cause to be maintained, a register and the Warrant Agent may deem and treat the registered holders (the "Register"“Holders” or “Warrantholders”) of the Warrants at its registered officeWarrant Certificates as the absolute owners thereof (notwithstanding any notation of ownership or other writing thereon made by anyone) for all purposes, at and neither the principal office of Company nor the Warrant Agent or at any other place in the United States of America designated shall be affected by the Company, showing (i) the names and the latest 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 issue and transfer of Warrants. The registered owner on the Register may be deemed and treated by the Company, the Warrant Agent 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 contrary 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 purposescontrary.

Registration and Countersignature. (a) The Warrants --------------------------------- shall be numbered and shall be registered on the books of the Company and maintained at the principal office of the Warrant AgentAgent in located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, on behalf of ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Trust Division (the Company, shall number and register the "Warrant Certificates in a Register (as hereinafter definedRegister") as they are issued by the Company which such register shall be maintained in accordance with Section 5(c) hereof. (b) 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, the President or Chief Operating Officer, Chief Financial Officer, Treasurer, a Vice President President, the Secretary or an Assistant Secretary of the Company, initially countersign, issue countersign and deliver Warrants entitling the Holders holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall thereafter countersign and deliver Warrants as otherwise provided in this Agreement. (c) . The Company shall maintain, or cause to be maintained, a register and the Warrant Agent may deem and treat the registered holders (the "RegisterHolders") of the Warrants at its registered officeWarrant Certificates as the absolute ------- owners thereof (notwithstanding any notation of ownership or other writing thereon made by anyone) for all purposes, at and neither the principal office of Company nor the Warrant Agent or at any other place in the United States of America designated shall be affected by the Company, showing (i) the names and the latest 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 issue and transfer of Warrants. The registered owner on the Register may be deemed and treated by the Company, the Warrant Agent 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 contrary 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 purposescontrary.

Registration and Countersignature. (a) The Company and the Warrant Agent, on behalf of the Company, shall number and register the Warrant Certificates in a Register (as hereinafter defined) Warrant register as they are issued by the Company which such Company. The Warrant register shall be maintained in accordance with Section 5(c) hereof. (b) 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, the Chief Executive Officer, the President President, Vice President, Secretary or a Vice President Assistant Secretary of the Company, initially countersign, issue countersign and deliver Warrants entitling the Holders holders thereof to purchase not more more, nor less, than the number of Warrant Shares shares, of Common Stock referred to above in the first recital hereof (but subject to adjustment as hereinafter provided) and shall countersign and deliver Warrants as otherwise provided in this Warrant Agreement. (c) . The Company shall maintain, or cause to be maintained, a register (and the "Register"Warrant Agent may deem and treat the registered holder(s) of the Warrants at its registered officeWarrant Certificates as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), at for all purposes, and neither the principal office of Company nor the Warrant Agent or at any other place in the United States of America designated shall be affected by the Company, showing (i) the names and the latest 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 issue and transfer of Warrants. The registered owner on the Register may be deemed and treated by the Company, the Warrant Agent 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 contrary 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 purposescontrary.

Registration and Countersignature. (a) The Warrants shall be --------------------------------- numbered and shall be registered on the books of the Company and maintained at the principal office of the Warrant AgentAgent in located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, on behalf of ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Trust Division (the Company, shall number and register the "Warrant Certificates in a Register (as hereinafter definedRegister") as they are issued by the Company which such register shall be maintained in accordance with Section 5(c) hereof. (b) 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, the Chief Executive Officer, the President or Chief Operating Officer, Chief Financial Officer, Treasurer, a Vice President President, the Secretary or an Assistant Secretary of the Company, initially countersign, issue 2 countersign and deliver Warrants entitling the Holders holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall thereafter countersign and deliver Warrants as otherwise provided in this Agreement. (c) . The Company shall maintain, or cause to be maintained, a register and the Warrant Agent may deem and treat the registered holders (the "RegisterHolders") of the Warrants at its registered officeWarrant Certificates as the ------- absolute owners thereof (notwithstanding any notation of ownership or other writing thereon made by anyone) for all purposes, at and neither the principal office of Company nor the Warrant Agent or at any other place in the United States of America designated shall be affected by the Company, showing (i) the names and the latest 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 issue and transfer of Warrants. The registered owner on the Register may be deemed and treated by the Company, the Warrant Agent 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 contrary 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 purposescontrary.