Promissory Note Template Page 4
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28PLEASE NOTE THAT ITEMS HIGHLIGHTED IN YELLOW MAY BE VARIABLE BETWEEN
PROMISSORY NOTES, DEPENDING ON THE COMMERCIAL TERMS SET OUT
discharged except by complete payment of the amounts payable under this Note irrespective
of:
(a)
any claim as to the validity, regularity, or enforceability of this Note;
(b)
the lack of authority of the Borrower to execute or deliver this Note;
(c)
any extension of time for payments, change in the time, manner, or place of payment
of, or in any other term of, or amendment to this Note;
(d)
any waiver or consent by the Lender and/or CM with respect to any provisions of this
Note or any compromise or release of any of the obligations thereunder;
(e)
the absence of any action to enforce the Note, to recover any judgment against the
Borrower, or to enforce a judgment against the Borrower under the Note;
(f)
the occurrence of any Event of Default or potential event of default under this Note;
(g)
the existence of any bankruptcy, insolvency, reorganisation, or similar proceedings
involving the Borrower and/or the Lender;
(h)
any setoff, counterclaim, or defence of any kind or nature that may be available to or
asserted by the Guarantors or the Borrower against the Lender, CM, its parent(s),
subsidiaries or any of its affiliates;
(i)
any change in the laws, rules, or regulations of any jurisdiction;
(j)
any present or future action of any governmental authority or court amending, varying,
reducing, or otherwise affecting, or purporting to amend, vary, reduce, or otherwise
affect, any of the obligations of the Borrower and/or the Guarantors under this Note; or
(k)
any other circumstance (other than payment or performance) that might otherwise
constitute a legal or equitable discharge or defence of a Guarantor generally.
4.
The Guarantors waive diligence, presentment, demand on the Borrower for payment or
otherwise, any right it may have of first requiring any Lender or CM to take any action, obtain
any judgment, file any claim, protest, notice, proceed against or enforce any other rights or
security or claim payment from any person before claiming from the Guarantors under this
Guarantee. If at any time payment under this Note is rescinded or must be otherwise restored
or returned by the Lenders and/or CM upon the insolvency, bankruptcy, or reorganization of the
Borrower or Guarantors or otherwise, the Guarantors’ obligations hereunder with respect to
such payment shall be reinstated upon such restoration or return being made by the Lender
and/or CM, all as though such payment had not been made.
5.
To the extent permitted by law, the Guarantors waive all defenses, counterclaims or offsets that
are legally available to the Guarantors with respect to the performance by the Borrower of any
and all of its duties, obligations and indebtedness under this Note.
6.
By entering into this Note, the Lenders and/or CM agrees that the Guarantors shall be
subrogated to all rights of the Lenders and/or CM against the Borrower in respect of any
amounts paid by the Guarantors pursuant to this Guarantee, provided that the Guarantors shall
be entitled to enforce or to receive any payment arising out of or based upon such right of
subrogation only when all amounts payable by the Borrower under this Note have been paid.
7.
The Note shall be binding upon the Guarantors, its successors and assigns and shall inure to
the benefit of the Lenders and CM, their successors and assigns.
8.
This Guarantee shall be construed exclusively in accordance with, and governed by, the laws
of the Republic of Singapore. The Guarantors agree to submit jointly and severally to the
jurisdiction of the courts of the Republic of Singapore in all disputes in connection with or arising
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