Promissory Note Template Page 14
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28PLEASE NOTE THAT ITEMS HIGHLIGHTED IN YELLOW MAY BE VARIABLE BETWEEN
PROMISSORY NOTES, DEPENDING ON THE COMMERCIAL TERMS SET OUT
d.
facilitating a vote for such parties to collectively choose and engage a law firm to
represent such parties, where each party holds one (1) share of voting rights for
every one (1) Singapore Dollar owed to him.
(d) CM shall be entitled to participate in any legal action to recover any payments owed to CM.
(e) All associated costs and expenses of recovery shall be borne by each party in proportion
to payments owed to him out of the total amount owed and pursued, inclusive of all interests
and fees, and be paid on demand individually those amounts owed to.
(f) All proceeds from amounts recovered from the Borrower shall be distributed rateably
amongst each Lender and CM who have paid for costs and expenses incurred in
connection with the recovery action, in proportion to payments owed to him out of the total
amount owed and pursued, inclusive of all interests and fees.
12.
PARI-PASSU RANKING
12.1
The Borrower shall, and shall procure that each Obligor shall, ensure that its payment
obligations and liabilities under this Note shall at all times rank ahead of, or otherwise at least
pari-passu in all respects with all its other present and future unsecured and unsubordinated
payment obligations and liabilities to other creditors, except for obligations mandatorily
preferred by law applying to companies generally.
OBLIGOR’S REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
13.
13.1
Each of the representations, warranties and undertakings contained in this Clause shall survive
and continue to have full force and effect after the issuance of this Note and the Obligor warrants
that each of the warranties in this Clause will be correct and complied with in all material
respects at all times until the expiry of this Note as if repeated then by reference to the then
existing circumstances.
13.2
Each of the Obligor, severally and not jointly, hereby represents, warrants and undertakes to
the Lenders, CM and their successor(s), transferee(s) and assignee(s) on the date hereof and
during the duration of the Note that:
(a) If it is not a natural person, that it is duly incorporated or formed and, the extent such
concept exists in its jurisdiction of organization, is in good standing under the laws of such
jurisdiction, and has the power to own its assets and carry on its business as it is being
conducted;
(b) it has the power and capacity to enter into, exercise its rights, perform and comply with its
obligations under this Note;
(c) if it is not a natural person, the execution and delivery by it of this Note and the transactions
contemplated hereby and to make this Note admissible in evidence in the relevant
jurisdiction have been duly authorized by all necessary corporate or other entity action on
the part of such Obligor and are in full force and effect;
(d) all actions, conditions and things required to be taken, fulfilled and done including, without
limitation, the obligating of any necessary consents or license or the making of any filing or
registration in order to enable it to lawfully enter into, exercise its rights and perform and
comply with its obligations under this Note have been taken, fulfilled and done;
(e) its entry into, exercise of its rights and/or performance of or compliance with its obligations
under this Note, do not and will not violate, or exceed any power or restriction granted or
imposed by any law, regulation, constitutional documents, authorisation, any agreement or
instrument binding upon it or any of its assets or constitute a default or termination event
(however described) under any such agreement or instrument directive or order whether or
not having the force of law to which it is subject;
Page 14 of 28
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