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The Loan Note Subscription Agreement is a crucial financing instrument used in Belgium when a company seeks to raise debt financing through the issuance of loan notes. It is commonly employed for both private and public offerings, subject to Belgian financial regulations and EU directives. The document encompasses all essential aspects of the note issuance, including subscription mechanics, payment terms, security arrangements (if applicable), and compliance requirements under Belgian law. This agreement type is particularly valuable for companies seeking alternative financing methods to traditional bank loans, offering flexibility in terms of structure and repayment. The document must comply with the Belgian Civil Code, Financial Supervision laws, and relevant tax regulations, while also addressing anti-money laundering requirements and corporate governance standards.

1. Parties: Identification of the issuer and subscriber(s), including registration details and addresses

2. Background: Context of the loan note issuance, including corporate approvals and purpose

3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including Belgian law-specific terminology

4. Subscription and Issue: Terms of subscription, issue price, and mechanics of the note issuance

5. Payment Terms: Interest rate, payment dates, calculation methods, and payment mechanics

6. Conditions Precedent: Prerequisites for the subscription and issuance to become effective

7. Representations and Warranties: Standard and transaction-specific warranties from both issuer and subscriber

8. Covenants: Ongoing obligations of the issuer and subscriber

9. Events of Default: Circumstances constituting default and consequent remedies

10. Tax Provisions: Treatment of withholding tax and other tax considerations under Belgian law

11. Transferability: Conditions and restrictions on transfer of the loan notes

12. Notices: Communication procedures between parties

13. Governing Law and Jurisdiction: Confirmation of Belgian law governance and jurisdiction for disputes

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