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1. Parties: Identification of the lender and borrower entities, including registration details and addresses
2. Background: Context of the loan, relationship between parties, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. The Loan: Core loan terms including principal amount, currency, and purpose
5. Interest: Interest rate, calculation method, payment dates, and default interest provisions
6. Repayment: Terms for repayment of principal, prepayment rights, and payment mechanics
7. Representations and Warranties: Standard representations by borrower regarding capacity, authority, and financial condition
8. Information Undertakings: Obligations to provide financial and other information to the lender
9. General Undertakings: General covenants regarding conduct of business and compliance with laws
10. Events of Default: Circumstances constituting default and consequences thereof
11. Changes to Parties: Provisions regarding assignment and transfer rights
12. Payments: Payment mechanics, currency, and tax provisions
13. Notices: Communication methods and contact details
14. Calculations and Certificates: Provisions regarding calculations and evidence of amounts due
15. Governing Law and Jurisdiction: Choice of Dutch law and jurisdiction provisions
1. Security: Details of any security or collateral - include if loan is secured
2. Guarantee: Terms of any parent company or group guarantee - include if guaranteed
3. Subordination: Provisions regarding ranking of debt - include if part of broader financing structure
4. Tax Gross-Up: Detailed tax provisions - include if cross-border elements exist
5. Increased Costs: Provisions for regulatory changes - include if long-term loan
6. Set-off Rights: Detailed set-off provisions - include if multiple group transactions exist
7. Anti-corruption Provisions: Compliance with anti-corruption laws - include if international context
8. Transfer Pricing Compliance: Specific transfer pricing provisions - include if required by group policy
1. Form of Drawdown Request: Standard form for requesting loan disbursements
2. Repayment Schedule: Detailed schedule of repayment dates and amounts if term loan
3. Calculation of Interest Rate: Detailed methodology for interest calculation and arm's length justification
4. Form of Compliance Certificate: Template for periodic compliance certification
5. Transfer Pricing Documentation: Documentation supporting the arm's length nature of the loan terms
6. Group Structure Chart: Corporate structure showing relationship between parties
7. Required Authorizations: List of corporate and regulatory approvals obtained
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