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The Note Subscription Agreement serves as the primary document for debt instrument issuance in the UAE, establishing the legal framework for raising capital through note issuance. It is typically used when companies or institutions seek to raise medium to long-term funding through debt securities, whether through private placement or public offering. The agreement must comply with UAE Federal Law No. 32 of 2021 (Commercial Companies Law), Central Bank regulations, and where applicable, Securities and Commodities Authority (SCA) requirements. The document includes detailed provisions on note terms, subscription process, closing conditions, ongoing obligations, and enforcement mechanisms, while considering UAE-specific requirements such as potential Shariah compliance needs and local market practices. This agreement type is particularly crucial in the UAE market where debt capital markets are continuing to develop and mature.

1. Parties: Identifies the Issuer, Initial Subscriber(s), and any other key parties such as Registrar or Paying Agent

2. Background: Explains the context of the note issuance and the purpose of the agreement

3. Definitions and Interpretation: Defines key terms and establishes interpretation principles for the agreement

4. Subscription and Issue: Details the agreement to subscribe for and issue the notes, including consideration

5. Conditions Precedent: Lists conditions that must be satisfied before subscription/issuance can occur

6. Closing: Specifies the closing mechanics, timing, and deliverables

7. Note Terms and Conditions: Sets out the fundamental terms of the notes including interest, maturity, and redemption

8. Representations and Warranties: Contains representations and warranties from both Issuer and Subscribers

9. Covenants: Details ongoing obligations of the Issuer and other parties

10. Events of Default: Lists circumstances constituting default and consequences

11. Transfer Restrictions: Specifies limitations on transfer of notes and required procedures

12. Payments and Calculations: Details payment mechanics and calculation conventions

13. Notices: Specifies how formal communications between parties should be made

14. Governing Law and Jurisdiction: Establishes UAE law as governing law and jurisdiction for disputes

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