Promissory Note Template Page 17
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28PLEASE NOTE THAT ITEMS HIGHLIGHTED IN YELLOW MAY BE VARIABLE BETWEEN
PROMISSORY NOTES, DEPENDING ON THE COMMERCIAL TERMS SET OUT
16.3
This Clause 16 shall survive the termination or expiration of this Note.
17.
TERMINATION
Termination of this Note and/or any party’s obligations under this Note shall not affect the
17.1
obligations of other parties under this Note as are intended of their nature or by their terms, to
continue past termination; nor shall such termination relieve any part of any antecedent
breaches of any terms and conditions of this Note.
18.
NOTICES
18.1
All notices, demands or other communications required or permitted to be given or made
hereunder shall be in writing and delivered electronically, personally or sent by prepaid
registered post or left at its address as registered with CM, addressed to the intended recipient
thereof. A notice or demand so given or made shall be deemed to be given, made or received
on the day it was so delivered, so left or the day following that on which it is posted as the case
may be notwithstanding that it is returned by the post office undelivered.
19.
DUTIES AND ROLE OF CM
CM’s duties under this Note are solely mechanical and administrative in nature. CM shall have
19.1
no other duties save as expressly provided for in this Note and all parties to this Note authorises
CM to exercise its rights and powers in accordance with this Note.
19.2
If CM is aware of the non-payment of any Principal, Interest, fees, and/or other charges payable
to a Lender under this Note, it shall promptly notify the other Lenders.
19.3
CM is not obliged to review or check nor is CM responsible for the adequacy, accuracy,
correctness, authenticity or completeness of any document it forwards to another party. Further,
CM is not responsible for the validity or enforceability of this Note or for any associated act or
document.
19.4
CM is not responsible for the appropriateness, accuracy or exhaustiveness and
reasonableness of any representation, warranty, undertaking, Note or information contained in
the Note or in any information supplied in connection with or as required by the Note.
19.5
Nothing in this Note constitutes CM as a trustee or fiduciary of any other person.
19.6
CM will not be liable for any action taken by it or omission under or in connection with this Note,
unless directly caused by its gross negligence or wilful misconduct.
19.7
CM will not be liable for any delay (or any related consequences) in crediting or forwarding a
payment with an amount required under this Note to be paid by CM to any parties to this Note
if CM has taken all necessary steps as soon as reasonably practicable to comply with the
regulations or operating procedures of the bank used by CM for that purpose.
19.8
In an Event of Default, CM will take all commercially reasonable measures, including but not
limited to those set out in Clause 11 to recover the outstanding payments from the Borrower.
CM, however, would not be liable for any shortfall in the amount recovered from the Borrower.
CM’S DEFAULT
20.
20.1
In the event that CM is undergoing winding up proceedings or becomes insolvent, the Obligor
and the Lenders understand and agree that Datapool (S) Pte Ltd (UEN No. 197802066R)
(“Datapool”) will take over CM’s role in terms of facilitating this Note and CM shall assign its
rights under this Note to Datapool.
20.2
In such an event, the Lenders understand and agree that Datapool may charge up to 1% of the
Aggregate Principal for its service rendered.
Page 17 of 28
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