The Non-Recourse Loan Agreement is a specialized financing instrument used when lenders agree to look solely to specific assets for loan repayment, rather than the borrower's general assets or personal guarantees. This type of agreement is particularly common in project finance, real estate development, and asset-based lending where the financed assets generate the cash flow for repayment. Under Dutch law, these agreements must comply with the Dutch Civil Code and financial regulations while clearly delineating the security package and enforcement mechanisms. The document typically includes detailed provisions regarding asset valuation, maintenance requirements, cash flow management, and specific events of default, all structured within the Dutch legal framework. This agreement type is especially suitable for special purpose vehicles and project companies where ring-fencing of assets and liabilities is desired.

1. Parties: Identification of the lender and borrower with full legal names and addresses

2. Background: Context of the loan agreement, purpose of the loan, and basic transaction structure

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

4. The Facility: Details of the loan amount, purpose, and availability

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

6. Drawdown: Procedures and requirements for drawing down the loan

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

8. Repayment: Terms for repayment of the loan, including schedule and mechanics

9. Security: Description of the assets securing the loan and security arrangements

10. Limited Recourse: Explicit provisions limiting the lender's recourse to specified assets only

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

12. Covenants: Ongoing obligations of the borrower regarding the secured assets and general conduct

13. Events of Default: Circumstances constituting default and consequences

14. Enforcement: Rights and procedures for enforcing security upon default

15. Costs and Expenses: Allocation of transaction costs and ongoing expenses

16. Notices: Communication procedures between parties

17. Assignment and Transfer: Rules regarding transfer of rights and obligations

18. Governing Law and Jurisdiction: Specification of Dutch law governance and jurisdiction provisions

19. Execution: Signature blocks and execution formalities