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The Fiscal Agent Agreement is a crucial document in debt capital markets and securities transactions, used when an issuer requires a financial institution to act as its paying agent and primary administrative intermediary for debt instruments or securities. This agreement, governed by Belgian law, establishes the comprehensive framework for the fiscal agent's duties, including processing payments to security holders, maintaining records, ensuring regulatory compliance, and managing tax-related obligations. The document is essential for both public and private debt issuances, incorporating relevant Belgian financial regulations and EU directives. The agreement typically includes detailed operational procedures, fee structures, and specific provisions for tax compliance, making it particularly relevant for cross-border transactions involving Belgian-regulated financial institutions.

1. Parties: Identification of the issuer and the fiscal agent, including full legal names and registration details

2. Background: Context of the agreement, including reference to any debt instruments or securities program

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Appointment of Fiscal Agent: Formal appointment and acceptance of the role, scope of authority

5. Duties and Obligations of the Fiscal Agent: Detailed description of core services, including payment processing, record keeping, and reporting

6. Payments and Payment Procedures: Mechanics of payment processing, timing, and currency considerations

7. Tax Compliance and Withholding: Obligations regarding tax withholding, reporting, and compliance with tax regulations

8. Anti-Money Laundering and Compliance: AML obligations and other regulatory compliance requirements

9. Liability and Indemnification: Scope of fiscal agent's liability, indemnification provisions, and force majeure

10. Fees and Expenses: Compensation structure, reimbursement of expenses, payment terms

11. Term and Termination: Duration of appointment, termination events, and procedures

12. Confidentiality: Protection of confidential information and data protection obligations

13. Notices: Communication procedures and contact details

14. Governing Law and Jurisdiction: Belgian law as governing law and jurisdiction provisions

15. General Provisions: Standard boilerplate clauses including severability, amendments, and entire agreement