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Non Recourse Promissory Note Template for Netherlands

This document is a Non-Recourse Promissory Note governed by Dutch law, which represents a debt obligation where the lender's recovery rights are limited exclusively to specific collateral assets pledged as security. It establishes the terms of borrowing, including principal amount, interest rates, payment schedules, and crucially, the explicit limitation of recourse. Under Dutch legal framework, this instrument provides specific protections for both lender and borrower, particularly through the provisions of the Dutch Civil Code (Burgerlijk Wetboek) regarding security rights and debt obligations. The document includes detailed collateral descriptions and enforcement mechanisms while explicitly limiting the lender's ability to pursue the borrower's other assets in case of default.

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What is a Non Recourse Promissory Note?

The Non-Recourse Promissory Note is a specialized financial instrument used primarily in asset-based financing transactions under Dutch law. It serves as a formal debt obligation document where the lender's recovery rights are specifically limited to designated collateral, providing protection for borrowers against broader liability while giving lenders security interest in specific assets. This document type is particularly valuable in project finance, real estate development, and other asset-heavy transactions where parties wish to ring-fence liability. The note must comply with Dutch Civil Code requirements regarding security rights and debt obligations, making it essential to include specific provisions about collateral description, enforcement mechanisms, and explicit recourse limitations. It's commonly used when borrowers seek to isolate risk to specific assets or projects, and lenders are comfortable with limiting their recovery options to particular high-value collateral.

What sections should be included in a Non Recourse Promissory Note?

1. Parties: Identification of the Lender and Borrower with full legal names and addresses

2. Background: Brief context of the loan arrangement and purpose

3. Definitions: Key terms used throughout the note, including 'Collateral', 'Event of Default', 'Payment Date', etc.

4. Promise to Pay: Core obligation stating the principal amount, interest rate, and payment terms

5. Non-Recourse Provision: Explicit limitation of lender's recourse to specified collateral only

6. Security Interest: Description of the collateral securing the note and the security interest granted

7. Payment Terms: Detailed payment schedule, including dates, amounts, and method of payment

8. Events of Default: Circumstances constituting default and consequences

9. Remedies: Lender's rights and limitations upon default, specifically within non-recourse context

10. Governing Law: Specification of Dutch law as governing law and jurisdiction

What sections are optional to include in a Non Recourse Promissory Note?

1. Prepayment Provisions: Include when early payment is allowed, specifying any penalties or conditions

2. Interest Rate Adjustment: Include for variable rate notes or when interest rate changes are contemplated

3. Assignment and Transfer: Include when the note may be transferred or assigned to other parties

4. Tax Provisions: Include when specific tax considerations need to be addressed

5. Insurance Requirements: Include when insurance of collateral is required

6. Representations and Warranties: Include when additional assurances about the borrower or collateral are needed

What schedules should be included in a Non Recourse Promissory Note?

1. Payment Schedule: Detailed amortization schedule showing payment dates and amounts

2. Collateral Description: Detailed description and/or documentation of the assets serving as collateral

3. Interest Calculation: Methodology for calculating interest, especially if complex or variable

4. Collateral Valuation: Independent valuation or assessment of the collateral assets

5. Security Documents: Additional security agreements or registrations required under Dutch law

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Netherlands

Document Type

Promissory Note

Sector

Banking

Cost

Free to use

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