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1. Parties: Identifies the issuer (borrower) and the noteholder (lender)
2. Background: Sets out the context of the loan note issuance and the parties' intentions
3. Definitions and Interpretation: Defines key terms used throughout the document and establishes interpretation rules
4. Subscription and Issue: Details the terms of subscription, issue price, and conditions for the loan note issuance
5. Interest: Specifies the interest rate, calculation method, and payment dates
6. Repayment: Sets out the terms for repayment of the principal amount, including maturity date and any early repayment provisions
7. Events of Default: Lists circumstances that constitute default and the consequences thereof
8. Representations and Warranties: Contains statements of fact and assurances given by the issuer
9. Covenants: Details the ongoing obligations of the issuer during the term of the note
10. Transferability: Specifies whether and how the note can be transferred to other parties
11. Notices: Sets out how formal communications between parties should be made
12. General Provisions: Contains standard boilerplate clauses including governing law, jurisdiction, and amendments
1. Security: Include when the loan note is secured against specific assets or guarantees
2. Conversion Rights: Include for convertible loan notes that can be converted into equity
3. Ranking and Subordination: Include when the note's priority relative to other debt needs to be established
4. Tax Gross-Up: Include when tax implications need to be addressed, particularly for withholding tax
5. Financial Covenants: Include when specific financial ratios or conditions must be maintained
6. Information Rights: Include when the noteholder requires specific reporting or information access rights
7. Meeting Provisions: Include when there are multiple noteholders who may need to make collective decisions
1. Form of Note Certificate: Template of the physical note certificate if required
2. Calculation of Interest: Detailed methodology for interest calculations, particularly if complex
3. Repayment Schedule: Detailed schedule of repayment dates and amounts if installment payments apply
4. Form of Transfer Certificate: Template for documenting transfers of the note to new holders
5. Security Details: Detailed description of any security assets and enforcement procedures
6. Financial Covenant Calculations: Formulae and methods for calculating financial covenants
7. Required Notices and Forms: Templates for various notices required under the note
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