Power to Perform Obligations and Bind Accounts; Survival of Authority. The Investor, for itself and on behalf of each Exchanging Investor, has full power and authority to exchange, sell, assign and transfer the Existing Notes to be exchanged pursuant to, and to enter into, this Exchange Agreement and perform all obligations required to be performed by the Investor or such Exchanging Investor under this Exchange Agreement. If the Investor is exchanging any Existing Notes or acquiring any of the Exchange Consideration as a fiduciary or agent for one or more accounts (including any Accounts that are Exchanging Investors), it represents that it has (i) the requisite investment discretion with respect to each such account necessary to effect the Exchange; (ii) full power to make the representations, warranties and covenants set forth in this Section 5 on behalf of such account; and (iii) contractual authority with respect to each such account. All authority conferred in this Exchange Agreement will survive the dissolution of the Investor, and any representation, warranty, undertaking and obligation of the Investor under this Exchange Agreement will be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Investor.
Power to Perform Obligations and Bind Accounts; Survival of Authority. The Investor has full power and authority to exchange, sell, assign and transfer the Promissory Note to be exchanged pursuant to, and to enter into, this Exchange Agreement and perform all obligations required to be performed by the Investor under this Exchange Agreement.
Power to Perform Obligations and Bind Accounts; Survival of Authority. If the Investor is exchanging any Existing Notes or acquiring any of the Exchange Consideration as a fiduciary or agent for one or more accounts (including any Accounts that are Exchanging Investors), then the Investor represents that it has (i) the requisite investment discretion with respect to each such account necessary to effect the Exchange; (ii) full power to make the representations, warranties and covenants set forth in this Section 5 on behalf of such account; and (iii) contractual authority with respect to each such account. All authority conferred in this Agreement will survive the dissolution of the Investor, and any representation, warranty, undertaking and obligation of the Investor under this Agreement will be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Investor.
Power to Perform Obligations and Bind Accounts; Survival of Authority. If the Investor is exchanging any Existing Notes or acquiring any of the Exchange Consideration as a fiduciary or agent for one or more accounts (including any Accounts that are Exchanging Investors), then the Investor represents that it has (i) the requisite investment discretion with respect to each such account necessary to effect the Exchange; (ii) full power to make the representations, warranties and covenants set forth in this Section 5 on behalf of such account; and (iii) contractual authority with respect to each such account. All authority conferred in this Agreement will survive the dissolution of the Investor, and any representation, warranty, undertaking and obligation of the Investor under this Agreement will be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Investor. Exhibit A hereto is a true, correct and complete list of (i) the name of each Account; (ii) the principal amount of such Account’s Existing Notes; and (iii) the principal amount of Exchanging Investor’s New Notes to be issued to such Account in respect of its Existing Notes.
Power to Perform Obligations and Bind Accounts; Survival of Authority. If such Investor (and its each of its designees) is acquiring any Series B Convertible Preferred Stock or extinguishing any portion of the Tranche A Loans or Tranche B Loans as a fiduciary or agent for one or more accounts, then such Investor (and its each of its designees) represents that it has (i) the requisite investment discretion with respect to each such account necessary to effect the Exchange; (ii) full power to make the representations, warranties and covenants set forth in this Section 5 on behalf of such account; and (iii) contractual authority with respect to each such account. All authority conferred in this Agreement will survive the dissolution of such Investor, and any representation, warranty, undertaking and obligation of such Investor under this Agreement will be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of such Investor (and its each of its designees).
Power to Perform Obligations and Bind Accounts; Survival of Authority. If the Holder is selling any Existing Notes or acquiring any of the Repurchase Consideration as a fiduciary or agent for one or more accounts (including any Accounts that are Selling Holders), then the Holder represents that it has (i) the requisite investment discretion with respect to each
Power to Perform Obligations and Bind Accounts; Survival of Authority. The Investor, for itself and on behalf of each Redeeming Investor, has full power and authority to agree to the Existing Notes being redeemed pursuant to, and to enter into, this Redemption Agreement and perform all obligations required to be performed by the Investor or such Redeeming Investor under this Redemption Agreement. If the Investor is agreeing to the redemption of any Existing Notes or acquiring any of the Redemption Consideration as a fiduciary or agent for one or more accounts (including any Accounts that are Redeeming Investors), it represents that it has (i) the requisite investment discretion with respect to each such account necessary to effect the Redemption; (ii) full power to make the representations, warranties and covenants set forth in this Section 5 on behalf of such account; and (iii) contractual authority with respect to each such account. All authority conferred in this Redemption Agreement will survive the dissolution of the Investor, and any representation, warranty, undertaking and obligation of the Investor under this Redemption Agreement will be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Investor.
