Beneficial Ownership. (i) Upon the reasonable request of any Lender made at least three (3) days prior to the Effective Date, each Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least seven (7) days prior to the Effective Date and # at least three (3) days prior to the Effective Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower.

Beneficial Ownership. Promptly following any request therefor, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act and the Beneficial Ownership Regulation.

Beneficial Ownership. To the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, an updated Beneficial Ownership Certification promptly following any change in the information provided in the Beneficial Ownership Certification delivered to any Lender in relation to such Loan Party that would result in a change to the list of beneficial owners identified in such certification.

Beneficial Ownership. Prompt written notice of any changes to the beneficial ownership information set out in [Addendum 1] to Perfection Certificate delivered by Borrower to Bank on or prior to the Effective Date. Borrower understands and acknowledges that Bank relies on such true, accurate and up-to-date WEST\292770674.6

Beneficial Ownership. If, at any time following the Issuance Date, any shares of the Company’s capital stock, or any equity securities issuable as Alternative Consideration pursuant to Section 3 in connection with a Fundamental Transaction, are listed for trading with any Eligible Market, then subject to the last section of paragraph 1(a), notwithstanding anything to the contrary contained herein, the Company (or its successor pursuant to any Fundamental Transaction) shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent that immediately prior to or after giving effect to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 9.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding or issuable upon the exercise or conversion of the unexercised or unconverted portion of any Preferred Stock or other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the other Warrants) (or any equivalent securities of the Company’s successor pursuant to a Fundamental Transaction) immediately after giving effect to such exercise (“the “Subject Securities”). For purposes of the foregoing sentence, the aggregate number of Subject Securities beneficially owned by the Holder and the other Attribution Parties shall include the number of Subject Securities held by the Holder and all other Attribution Parties plus the number of Subject Securities issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude the number of Subject Securities which would be issuable upon # exercise of the remaining, unexercised portion of this Warrant beneficially owned by the Holder or any of the other Attribution Parties and # exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 1(d). For purposes of this Section 1(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), it being acknowledged by the Holder that the Company (or its successor pursuant to a Fundamental Transaction) is not representing to the Holder that such calculation is in compliance with Section 13(d) of the 1934 Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 1(d) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the Company (or its successor pursuant to a Fundamental Transaction) is shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(d) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(d) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Beneficial Ownership. As of the Effective Date, the number of shares of Common Stock set forth on the Beneficial Ownership Schedule are the only shares of Common Stock Beneficially Owned by the Requesting Persons or any of their respective Affiliates or Associates. On and as of the Effective Date, the shares of Common Stock listed on the Beneficial Ownership Schedule are free and clear of any encumbrances that, individually or in the aggregate, would impair the ability of the Requesting Persons and their respective Affiliates and Associates to perform their respective obligations under this Agreement or prevent, limit or restrict in any respect the consummation of any of the transactions contemplated hereby. Neither Requesting Person nor any Affiliate or Associate of either Requesting Person Beneficially Owns 4.9% or more of the outstanding Common Stock of the Company for purposes of [Section 382] as of the Effective Date, and no investor in, or beneficial owner of, either Requesting Person or in any Affiliate or Associate of either Requesting Person, on a look-through basis for purposes of [Section 382], Beneficially Owns 4.9% or more of the outstanding shares of Common Stock as of the Effective Date.

Beneficial Ownership Concurrently with the delivery of each Compliance Certificate pursuant to [Section 1121 or 1122]2] above, or if separately requested, promptly following receipt of a written request from the Administrative Agent or any Lender, written notice of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification.

Beneficial Ownership. To the extent any Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, an updated Beneficial Ownership Certification promptly following any change in the information provided in the Beneficial Ownership Certification delivered to any Lender in relation to such Loan Party that would result in a change to the list of beneficial owners identified in such certification.

Beneficial Ownership. Promptly upon request by the Administrative Agent or any Lender, # all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, and # information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation.

Beneficial Ownership. To the extent any Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, an updated Beneficial Ownership Certification promptly following any change in the information provided in the Beneficial Ownership Certification delivered to any Lender in relation to such Loan Party that would result in a change to the list of beneficial owners identified in such certification.