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Loan Note Agreement
1. Parties: Identifies and defines the Lender, Borrower, and any other parties to the agreement
2. Background: Sets out the context and purpose of the loan note agreement
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles
4. The Notes: Details the principal amount, issuance, and basic terms of the loan notes
5. Subscription and Issuance: Describes the process for subscribing to and issuing the notes
6. Interest: Specifies interest rate, calculation method, and payment dates
7. Repayment and Redemption: Details the terms for repayment of principal and any early redemption provisions
8. Payments: Specifies payment mechanics, currency, and business day conventions
9. Events of Default: Lists circumstances constituting default and consequences
10. Representations and Warranties: Sets out the legal promises made by each party
11. Covenants: Details ongoing obligations of the parties during the term of the notes
12. Transferability: Specifies whether and how the notes can be transferred
13. Notices: Details how formal communications between parties should be made
14. Governing Law and Jurisdiction: Confirms Danish law as governing law and specifies courts with jurisdiction
15. Miscellaneous: Contains standard boilerplate provisions including severability, entire agreement, and amendments
1. Security: Include when the notes are secured by collateral or guarantees
2. Tax Provisions: Include detailed tax provisions when cross-border elements exist or specific tax treatments apply
3. Subordination: Include when the notes need to be subordinated to other debt
4. Register of Noteholders: Include when multiple noteholders are contemplated and formal registration is required
5. Noteholders' Meetings: Include when there are multiple noteholders and collective decision-making procedures are needed
6. Agent Provisions: Include when an agent is appointed to act on behalf of multiple noteholders
7. Currency Conversion: Include for multi-currency notes or when payments may be made in different currencies
8. Information Undertakings: Include when regular financial or other reporting is required
1. Form of Note: Template for the physical or electronic form of the note certificate
2. Conditions Precedent: List of documents and conditions required before notes can be issued
3. Repayment Schedule: Detailed schedule of repayment dates and amounts
4. Interest Calculation Examples: Examples showing how interest will be calculated in various scenarios
5. Form of Transfer Certificate: Template for documenting transfers of notes between holders
6. Security Documents: If applicable, details of security arrangements and collateral
7. Financial Covenants: Detailed financial ratios and calculations if applicable
8. Notice Details: Contact information and address details for all parties
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