Promissory Note Template Page 15
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28PLEASE NOTE THAT ITEMS HIGHLIGHTED IN YELLOW MAY BE VARIABLE BETWEEN
PROMISSORY NOTES, DEPENDING ON THE COMMERCIAL TERMS SET OUT
(f) its obligations under this Note are valid, binding and enforceable in accordance with their
terms;
(g) any representation, information or statement made or deemed to be made by an Obligor in
this Note or any other document delivered by or on behalf of any Obligor under or in
connection with any document supplementing this Note is true and correct to the best of its
knowledge in all material aspects;
(h) any financial projection or forecast provided by the Obligors has been prepared on the basis
of recent historical information, based on reasonable assumptions, was fair (as at the date
of the relevant projection or forecast) and arrived at after careful consideration;
(i) any expression of opinion or intention provided by or on behalf of an Obligor was made
after careful consideration and (as at the date of the relevant expression of opinion or
intention) was fair and based on reasonable grounds;
(j) no event or circumstance has occurred or arisen and no information has been given or
withheld that results in the information, opinions, intentions, forecasts or projections
provided by the Obligor being untrue or misleading in any material respect;
(k) any financial statements supplied under or in connection with this Note were prepared in
accordance with generally accepted accounting practices save to the extent expressly
disclosed to CM and give a true and fair view of the relevant Obligor’s financial condition
and the results of operations during the relevant financial year. There has been no material
adverse change in the relevant Obligor’s assets, business or financial condition since the
date of such financial statements supplied;
(l) the Aggregate Principal is used for purposes as set out in Clause 2.1, or purposes as
represented to CM and/or Lenders, and will further furnish CM with records documenting
the use of the Aggregate Principal;
(m) no litigation, arbitration, administrative proceedings (other than those of a frivolous or
vexatious nature and are being contested in good faith) or investigations of, or before any
court, arbitral body or agency is current or pending or, so far as the Borrower is aware,
threatened against any Obligor (i) to restrain the entry into, exercise of the rights under or
performance or enforcement of or compliance with obligations under this Note, or (ii) which
has or could have a Material Adverse Effect (to the best of its knowledge and belief having
made due and careful enquiry) on the Borrower;
(n) each Obligor has not breached any law or regulation which breach has or is reasonably
likely to have a Material Adverse Effect;
(o) no steps have been taken or threatened in relation to any Obligor nor has any legal
proceeding been started for the appointment of a receiver, trustee or similar officer of the
assets of the Obligor;
(p) each Obligor and its assets is not entitled to immunity from suit, execution, attachment or
other legal process and in any proceedings taken in the relevant jurisdiction in relation to
this Note and it will not be entitled to claim immunity for itself or any of its assets arising
from suit, execution or other legal process;
(q) the Borrower has no financial indebtedness outstanding other than as disclosed to and
permitted by CM; and
(r) no Event of Default is reasonably likely to result from the entry into, the performance of, or
any transaction contemplated by this Note and no other event or circumstances is
outstanding which constitutes a default or termination event (however described) under any
other agreement or instrument which is binding on the Obligor or to which its assets are
subject which has or is reasonably likely to have a Material Adverse Effect.
Page 15 of 28
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