Common use of Representations of Noteholder Clause in Contracts

Representations of Noteholder. Noteholder hereby represents and warrants to the Company as follows: (a) Noteholder is duly organized, validly existing and in good standing under the laws of Noteholder's jurisdiction of organization; (b) Noteholder has the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (c) the execution and delivery of this Agreement and the performance by Noteholder of its obligations hereunder have been duly authorized by all necessary action; (d) this Agreement has been duly executed and delivered by Noteholder and constitutes the valid and binding obligation of Noteholder, enforceable against Noteholder in accordance with its terms; (e) as of the date hereof, Noteholder is the beneficial owner of, or holder of investment authority over, Old Notes in the aggregate principal amount set forth below such Noteholder's name an the signature page hereof (the "Noteholders Old Notes"), and beneficially owns, or has investment authority over, no other Old Notes, and the registered holder and custodial party for the Noteholder's Old Notes are as set forth on the signature page hereof; (f) Noteholder has received and reviewed this Agreement and all schedules and exhibits hereto, and, assuming the representations of the Company herein to be true and correct, has received all such information as it deems necessary and appropriate to enable it to evaluate the financial risk inherent in the New Notes;

Representations of Noteholder. Noteholder hereby represents and warrants to the Company as follows: (a) Noteholder is duly organized, validly existing and in good standing under the laws of Noteholder's jurisdiction state of organization; (b) Noteholder has the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (c) the execution and delivery of this Agreement and the performance by Noteholder of its obligations hereunder have been duly authorized by all necessary action; (d) this Agreement has been duly executed and delivered by Noteholder and constitutes the valid and binding obligation of Noteholder, enforceable against Noteholder in accordance with its terms; (e) as of the date hereof, Noteholder is the beneficial owner of, or holder of investment authority over, Old Notes in the aggregate principal amount set forth below such Noteholder's name an on the signature page hereof (the "Noteholders Noteholder's Old Notes"), and beneficially owns, or has investment authority over, no other Old Notes, and the registered holder and custodial party for the Noteholder's Old Notes are as set forth on the signature page hereof; (f) Noteholder has received and reviewed this Agreement and all schedules and exhibits hereto, and, assuming the representations of the Company herein to be true and correct, has received all such information as it deems necessary and appropriate to enable it to evaluate the financial risk inherent in the New Notes;