Non Recourse Loan Agreement Template for the Netherlands

A non recourse loan agreement under Netherlands law provides you with a financing structure where your lender can only recover funds from specifically identified assets, not your personal assets or general business holdings. This type of agreement is governed by the Dutch Civil Code and offers significant protection for borrowers while providing lenders with clearly defined security interests in particular assets or revenue streams.

When do you need this document?

You need a non recourse loan agreement when undertaking project finance initiatives, real estate developments, or asset-based lending where you want to limit your personal or corporate liability. This document is particularly valuable for special purpose vehicles (SPVs) seeking funding for specific projects like renewable energy installations, infrastructure development, or commercial property acquisitions. If you're structuring syndicated loans with multiple lenders or establishing funding for revenue-generating assets, this agreement provides the necessary legal framework to ring-fence risks and cash flows.

Key legal considerations

Your agreement must clearly define the security package and specify which assets serve as collateral for the loan. Under Dutch law, you need to establish proper security rights through pledges, mortgages, or other recognized security interests that comply with Book 3 of the Dutch Civil Code. The agreement should include detailed provisions for asset valuation, maintenance requirements, and cash flow management to protect both your interests and the lender's security position. You must also address events of default, enforcement procedures, and the specific circumstances under which the non recourse provisions apply, ensuring compliance with the Dutch Bankruptcy Act for creditor rights and enforcement mechanisms.

Legal requirements in Netherlands

Netherlands law requires your non recourse loan agreement to comply with the Dutch Civil Code, particularly Books 3, 6, and 7 governing property rights, general contract law, and specific loan provisions. If your lender is a financial institution, the agreement must also satisfy requirements under the Dutch Financial Supervision Act (Wet op het financieel toezicht). You need to ensure proper registration of security interests with the appropriate Dutch authorities and include clear definitions of the security package that will be enforceable under Dutch law. The agreement must specify the governing law as Netherlands law and include jurisdiction clauses designating Dutch courts for dispute resolution. Additionally, you should incorporate compliance provisions for relevant EU directives that may apply to your specific financing arrangement.