Representations and Warranties

Representations and Warranties. Noteholder Representative and Working Capital Lender hereby represents and warrants to the other Creditors as follows (in each case solely with respect to, or as relevant to, itself or himself, as applicable): (a) Existence and Power. To the extent such Person is not a natural person, such Person is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, organization or formation, as applicable. (b) Authority. To the extent such Person is not a natural person, such Person has the power and authority to execute, deliver and perform its obligations under this Agreement, all of which have been duly authorized by all proper and necessary action required by such Person. (c) Binding Agreements. This Agreement constitutes the legal valid and binding obligation of such Person, enforceable against the Noteholder Representative and the Noteholders and the Working Capital Lender, as the case may be, in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights generally and by equitable principles. (d) Conflicting Agreements. The execution, delivery and performance of this Agreement by such Person does not (a) to the extent such Person is not a natural person, contravene the terms of such Person's organization documents, (b) conflict with or result in any material breach or contravention of, or result in the creation of any lien under, any material contract or agreement to which such Person is a party or to which such Person's property is subject or any order, injunction, writ or decree of any governmental authority to which such Person or such Person's property is subject or (c) violate any law, rule or regulation binding upon such Person or such Person's property. (e) Default under Documents. On the date hereof, no default exists under or with respect to the Note Indebtedness or Working Capital Indebtedness, as the case may be.