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The Project Finance Loan Agreement is a sophisticated financing instrument used when implementing large-scale infrastructure, energy, or industrial projects in or from the Netherlands. This document is essential when a project requires substantial capital investment and the lenders primarily rely on the project's cash flows for repayment, rather than the sponsors' balance sheets. It operates under Dutch law, incorporating civil law principles and Dutch financial regulations, while following international project finance practices. The agreement typically includes comprehensive provisions for project implementation, monitoring, and risk management, along with detailed security packages and account structures. It is particularly suited for projects where assets, contracts, and cash flows can be ring-fenced within a special purpose vehicle, and where multiple stakeholders need to work together under a structured framework.

1. Parties: Identification of the lenders, borrower, sponsors, and any other key parties to the agreement

2. Background: Description of the project, purpose of the facility, and key commercial context

3. Definitions and Interpretation: Comprehensive definitions of terms used in the agreement and interpretation rules

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

5. Conditions Precedent: Conditions that must be satisfied before drawdown, including project-specific requirements

6. Drawdown: Procedures and requirements for utilizing the facility

7. Repayment: Repayment terms, including scheduled repayments and mandatory prepayments

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

9. Fees: All fees payable under the facility

10. Tax Gross Up and Indemnities: Tax provisions and related indemnities

11. Project Undertakings: Specific undertakings relating to the project, including construction and operation

12. General Undertakings: Standard loan agreement undertakings and additional project-specific covenants

13. Representations and Warranties: Standard and project-specific representations and warranties

14. Events of Default: Default triggers and consequences, including project-specific events

15. Security: Security package and enforcement provisions

16. Project Accounts: Structure and operation of project accounts and cash waterfall

17. Changes to Parties: Transfer and assignment provisions

18. Administration: Role and duties of facility agent and other administrative provisions

19. Notices: Communication procedures between parties

20. Governing Law and Jurisdiction: Dutch law as governing law and jurisdiction provisions