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This Sub Loan Agreement template is designed for use in Belgian law-governed financing transactions where parties wish to establish a subordinated debt structure. The document is typically used when a lender provides financing that is intended to rank junior to existing or future senior debt obligations. It incorporates specific Belgian law requirements regarding subordinated lending, including compliance with Belgian banking regulations and financial sector requirements. The agreement comprehensively addresses loan terms, subordination mechanics, payment restrictions, and enforcement limitations, while ensuring alignment with Belgian legal principles and market practice. It is particularly relevant in corporate group financing, acquisition financing, or restructuring scenarios where debt subordination is required.

1. Parties: Identification of the Sub-Lender(s), Borrower, and any other relevant parties such as security agent or facility agent

2. Background: Context of the sub-loan, relationship with senior facilities, and purpose of the agreement

3. Definitions and Interpretation: Definitions of terms used in the agreement and rules of interpretation

4. The Facility: Details of the sub-loan facility including amount, purpose, and availability

5. Conditions Precedent: Conditions that must be satisfied before the sub-loan can be drawn

6. Drawdown: Mechanics and process for drawing down the sub-loan

7. Interest: Interest rate, calculation periods, and payment provisions

8. Repayment and Prepayment: Terms for scheduled repayment and voluntary/mandatory prepayment

9. Subordination Provisions: Terms establishing the subordinated nature of the loan and its relationship with senior debt

10. Payments and Payment Mechanics: Payment procedures, currency, and timing requirements

11. Tax Provisions: Tax gross-up, indemnities, and related provisions

12. Representations and Warranties: Statements of fact and assurances given by the borrower

13. Information Undertakings: Obligations to provide financial and other information

14. General Undertakings: Positive and negative covenants of the borrower

15. Events of Default: Circumstances constituting default and consequences

16. Changes to Parties: Provisions regarding assignments and transfers

17. Administration: Administrative provisions including notices and calculations

18. Governing Law and Jurisdiction: Choice of Belgian law and jurisdiction provisions