Changes to the Noteholder Clause Samples

Changes to the Noteholder. 5.1 Subject to this Clause, a Noteholder (the “Existing Noteholder”) may not, in any event, transfer or assign this Promissory Note or its right to receive payments under this Note, to another person (the “New Noteholder”), unless the Existing Noteholder is unable to fulfil the terms of this Note due to: (a) death, in which case this Note will be transferred or assigned by will or probate, or by operation of law; or (b) incapacitation, in which case this Note will be transferred or assigned in accordance with the Mental Capacity Act (Cap. 177A) or any other applicable law in Singapore. 5.2 The conditions of the assignment are as follows. (a) If a transfer or assignment occurs in accordance with Condition 5, the Fund will be obliged to fulfil its payment obligations to the New Noteholder as a result of circumstances, then the New Noteholder or Noteholder is only entitled to receive payment under those Clauses to the same extent as the Existing Noteholder or Noteholder would have been entitled if the assignment or change had not occurred. (b) Any costs or expenses (including legal fees) incurred by a Noteholder in connection with effecting an assignment shall not be borne by the Fund. 5.3 Unless expressly agreed to the contrary, the Fund, an Existing Noteholder and/or Noteholder makes no representation or warranty and assumes no responsibility to a New Noteholder for: (a) the legality, validity, effectiveness, adequacy or enforceability of the Promissory Note or any other documents; (b) the accuracy of any statements (whether written or oral) made in or in connection with the Note, and any representations or warranties implied by law are excluded. 5.4 Upon assignment of this Note, each New Noteholder confirms to the Fund and other noteholders that it: (a) has received and reviewed a copy each of the information memorandum and its supplements in respect of the Fund and has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs any of the entities in connection with its participation in this Note and has not relied exclusively on any information provided to it in connection with this Note; and (b) shall assume all rights of the Existing Noteholder as if the New Noteholder had been the original Noteholder and be bound by all provisions of this Note but shall not assume any obligations of the Existing Noteholder.