Promissory Note Template Page 20
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28PLEASE NOTE THAT ITEMS HIGHLIGHTED IN YELLOW MAY BE VARIABLE BETWEEN
PROMISSORY NOTES, DEPENDING ON THE COMMERCIAL TERMS SET OUT
28.
ASSIGNMENTS AND TRANSFERS
28.1
Without the prior written consent of the other parties, one party shall not assign, transfer or
novate all or any of its rights or obligations hereunder to any third party, save for an assignment,
transfer or novation made by CM or an assignment made under Clause 29 below, in which case
consent of the other parties shall not be required. Any such assignee or transferee shall be and
be treated as a party for all purposes of this Note and shall be entitled to the full benefit of this
Note to the same extent as if it were an original party in respect of the rights or obligations
assigned or transferred to it.
29.
CHANGES TO THE LENDERS
29.1
Subject to this Clause, a Lender (the "Existing Lender") may transfer this Note by assigning
its right to receive payments under this Note to another Lender registered on the Platform (the
"New Lender").
29.2
The conditions of the assignment are as follows:
(a) The consents of the Obligors and CM are not required for an assignment by a Lender.
(b) An assignment will only be effective on receipt by CM of written confirmation in substantially
the same form and substance as set forth in Schedule 5 duly executed by the Existing
Lender and the New Lender. Upon receipt of the written confirmation, CM shall notify the
Borrower in writing of such assignment.
(c) If:
i.
a Lender assigns any of its rights under the Note; and
ii.
as a result of circumstances existing at the date the assignment or change occurs,
the Borrower would be obliged to make a payment to the New Lender,
then the New Lender or Lender is only entitled to receive payment under those Clauses
to the same extent as the Existing Lender or Lender would have been entitled if the
assignment or change had not occurred.
(d) Any costs or expenses (including legal fees) incurred by any Lender in connection with
effecting an assignment shall not be borne by the Borrower and/or CM.
29.3
The New Lender shall, on the date an assignment takes effect, pay to CM, for CM’s account, a
Transfer Processing Charge of S$50.
29.4
Unless expressly agreed to the contrary, CM, an Existing Lender and/or Lenders make no
representation or warranty and assumes no responsibility to a New Lender for:
(a) the legality, validity, effectiveness, adequacy or enforceability of the Note or any other
documents;
(b) the financial condition of any Obligor;
(c) the performance and observance by any Obligor of its obligations under the Note or any
other documents; and
(d) the accuracy of any statements (whether written or oral) made in or in connection with the
Note, and any representations or warranties implied by law are excluded.
29.5
Each New Lender confirms to CM, the Existing Lender and the other Lenders that it:
(a) has made (and shall continue to make) its own independent investigation and assessment
of the financial condition and affairs of each Obligor and its related entities in connection
Page 20 of 28
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