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The Subordinate Loan Agreement under Belgian law is a crucial financing document used when a borrower requires additional funding that ranks junior to its senior debt obligations. This type of agreement is commonly utilized in corporate restructurings, expansion financing, or when companies need to strengthen their capital structure while maintaining existing senior lending relationships. The document comprehensively addresses the subordination mechanics, payment conditions, and regulatory requirements specific to Belgian law, including compliance with Belgian banking regulations and financial services legislation. It's particularly important in scenarios where the subordinated debt may need to qualify as regulatory capital or when complex intercreditor arrangements are required. The agreement typically includes detailed provisions on payment blockage, turnover of proceeds, and restrictions on enforcement actions by the subordinated lender.

1. Parties: Identification of the Lender, Borrower, and any other relevant parties such as security trustee or agent

2. Background: Context of the subordinated loan arrangement and its purpose

3. Definitions and Interpretation: Defined terms, rules of interpretation, and currency references

4. The Facility: Amount, purpose, and nature of the subordinated loan facility

5. Subordination Terms: Provisions establishing the subordinated nature of the loan and its ranking in relation to senior debt

6. Conditions Precedent: Conditions that must be satisfied before drawdown

7. Drawdown: Process and requirements for utilization of the loan

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

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

10. Tax Gross-Up and Indemnities: Provisions for tax-related payments and indemnifications

11. Representations and Warranties: Standard representations and warranties given by the Borrower

12. Information Undertakings: Borrower's obligations to provide financial and other information

13. General Undertakings: Borrower's general covenants and obligations

14. Events of Default: Circumstances constituting default and consequences

15. Changes to Parties: Transfer and assignment provisions

16. Administration: Administrative provisions including notices and calculations

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