Promissory Note Template Page 18
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28PLEASE NOTE THAT ITEMS HIGHLIGHTED IN YELLOW MAY BE VARIABLE BETWEEN
PROMISSORY NOTES, DEPENDING ON THE COMMERCIAL TERMS SET OUT
LENDER’S INDEMNITY TO CM
21.
21.1
Each Lender shall indemnify, defend and hold harmless CM and its officers and keep CM, its
members, employees, officers, directors, representatives, agents, parent(s), subsidiaries,
affiliates, investors, shareholders, administrators, predecessor and successor entities, and
assigns, indemnified from and against any and all claims, damages, costs, direct, indirect or
consequential losses, loss of profit, expenses (including reasonable legal fees) or liability
incurred by CM as a result of, arising directly or indirectly out of, or in connection with CM’s role
as administrator/facilitator under this Note (unless CM has been reimbursed by an Obligor
under this Note).
BORROWER’S INDEMNITIES TO THE LENDERS
22.
22.1
The Borrower shall (and shall procure that the Guarantor will), within ten (10) Business Days of
demand, indemnify, defend and hold harmless each Lender from and against any and all claims,
damages, costs, direct, indirect or consequential losses, loss of profit, expenses (including
reasonable legal fees) or liability reasonably incurred by that Lender as a result of, arising
directly or indirectly out of, or in connection with:
(a) the occurrence of any Event of Default; or
(b) a failure by an Obligor to pay any amount due under this Note on its due date.
BORROWER’S INDEMNITIES TO CM
23.
23.1
The Borrower shall indemnify, defend and hold harmless CM and its members, employees,
officers, directors, representatives, agents, parent(s), subsidiaries, affiliates, investors,
shareholders, administrators, predecessor and successor entities, and assigns, within three (3)
Business Days of CM’s request to do so, from and against any and all claims, damages, costs,
direct, indirect or consequential losses, loss of profit, expenses (including reasonable legal fees)
or liability incurred by CM as a result of, arising directly or indirectly out of, or in connection with:
(a) the occurrence of any Event of Default;
(b) investigating any event which it reasonably believes is an Event of Default;
(c) acting or relying on any notice, request or instruction which it reasonably believes to be
genuine, correct and appropriately authorised;
(d) the information produced by the Obligor being or being alleged to be misleading or
deceptive in any material respect;
(e) any enquiry, investigation, subpoena (or similar order) or litigation with respect to any
Obligor or with respect to this Note;
(f) instructing lawyers, accountants, tax advisors, surveyors or other professional advisers or
experts as permitted under or in connection with this Note; or
(g) the exercise of any of the rights, powers, discretions and remedies vested in CM by this
Note or by law.
24.
RELEASE AND INDULGENCE
24.1
Any liability to any party hereto may in whole or in part be released, compounded or
compromised, or time or indulgence given by that party in that party’s absolute discretion as
regards any other party hereto under such liability without in any way prejudicing or affecting
the first party’s rights against any other party or parties hereto under the same or a like liability
whether joint or several or otherwise.
Page 18 of 28
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