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The Loan Note Subscription Agreement is a vital financing instrument used when a company seeks to raise debt funding through the issuance of loan notes. This document is particularly relevant in the Canadian market where companies often use debt instruments as an alternative to traditional bank financing or equity raising. The agreement comprehensively addresses all aspects of the note subscription, including the mechanics of issuance, payment terms, security arrangements (if any), and ongoing obligations of all parties. It must comply with Canadian federal and provincial regulations, particularly securities laws, corporate laws, and interest rate regulations. The document is typically used for both private and public offerings, though the specific requirements and level of detail may vary depending on the nature of the offering and the sophistication of the parties involved.

1. Parties: Identifies the issuer, subscriber(s), and any other relevant parties such as security trustee or paying agent

2. Background: Sets out the context of the agreement, including the issuer's intention to issue loan notes and the subscriber's intention to subscribe

3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets out interpretation principles

4. Subscription: Details the agreement to subscribe for the loan notes, including amount, price, and payment terms

5. Conditions Precedent: Lists the conditions that must be satisfied before the subscription becomes effective

6. Completion: Specifies the mechanics and timing of the subscription completion, including delivery of documents

7. Representations and Warranties: Contains statements of fact and assurances from both issuer and subscriber

8. Covenants: Sets out ongoing obligations of the parties, particularly the issuer's obligations

9. Events of Default: Lists circumstances that would constitute a default and trigger remedies

10. Interest and Repayment: Details the interest rate, calculation methods, and repayment terms

11. Transferability: Specifies whether and how the loan notes can be transferred

12. Notices: Sets out how formal communications between parties should be made

13. Confidentiality: Governs the treatment of confidential information

14. Governing Law and Jurisdiction: Specifies the applicable law and courts for dispute resolution

15. General Provisions: Contains standard boilerplate clauses including amendments, waivers, and severability