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A Master Loan Agreement is utilized when parties anticipate an ongoing lending relationship with multiple loan transactions over time. This comprehensive agreement, governed by Dutch law, establishes the foundational framework for all future loans, eliminating the need to negotiate separate agreements for each transaction. It contains detailed provisions on facility limits, drawdown procedures, representations, warranties, covenants, and events of default, while ensuring compliance with Dutch financial regulations and the Civil Code. The agreement is particularly useful for revolving credit facilities, multiple term loans, or mixed facilities where a borrower requires flexible access to funding under consistent terms. It includes mechanisms for calculating interest, handling security (if applicable), and managing the ongoing relationship between lender and borrower.

1. Parties: Identification of the lender(s) and borrower(s), including registration details

2. Background: Context of the agreement and relationship between the parties

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

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

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

6. Utilisation: Process and requirements for requesting and making loans under the facility

7. Repayment: Terms for repayment of loans, including scheduling and prepayment provisions

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

9. Fees: All applicable fees including arrangement, commitment, and prepayment fees

10. Tax Gross Up and Indemnities: Provisions for tax-related payments and indemnifications

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

12. Information Undertakings: Borrower's obligations to provide financial and other information

13. General Undertakings: Borrower's general operational and financial covenants

14. Events of Default: Circumstances constituting default and their consequences

15. Changes to Parties: Rules for assignments, transfers, and substitution of parties

16. Administration: Administrative provisions including calculations and notifications

17. Notices: Methods and requirements for formal communications

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