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.
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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
1. Currency Provisions: Required if loan is in non-Euro currency, covering exchange rates and currency risk
2. Tax Gross-Up: Include if tax gross-up provisions are relevant to the transaction
3. Insurance: Required if specific insurance must be maintained on secured assets
4. Asset Maintenance: Include if secured assets require specific maintenance or operating standards
5. Multiple Drawdown Provisions: Required for facilities with multiple drawdown options
6. Intercreditor Provisions: Include if there are multiple lenders or ranking of security
7. Agency Provisions: Required if a facility agent or security agent is involved
8. Hedging Obligations: Include if interest rate or currency hedging is required
1. Schedule 1 - Conditions Precedent Documents: List of required documents and conditions to be satisfied before drawdown
2. Schedule 2 - Form of Drawdown Request: Template for borrower to request loan disbursement
3. Schedule 3 - Security Assets: Detailed description and/or valuation of assets securing the loan
4. Schedule 4 - Repayment Schedule: Detailed amortization or repayment schedule
5. Schedule 5 - Form of Compliance Certificate: Template for periodic confirmation of compliance with loan terms
6. Appendix A - Calculation of Interest: Detailed methodology for interest calculations
7. Appendix B - Asset Valuation Methodology: Agreed methods for valuing security assets
8. Appendix C - Form of Transfer Certificate: Template for transferring loan interests
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