The Parallel Loan Agreement is a crucial document in Dutch financing transactions, particularly where multiple lenders are involved or where security interests need to be held for the benefit of changing groups of creditors. This structure is necessary due to Dutch law requirements regarding security rights and the concept of accessority (accessoiriteit). The agreement creates a parallel debt obligation, allowing a security trustee to hold security interests independently of the underlying loan claims. The Parallel Loan Agreement includes provisions detailing the relationship between the parallel claims and the underlying obligations, enforcement mechanisms, and the roles and responsibilities of the security trustee. It's commonly used in syndicated loans, project finance, and other complex financing structures where efficient security arrangements are essential.

1. Parties: Identification of the lenders, borrowers, and any agents or security trustees

2. Background: Context of the parallel loan structure and commercial rationale

3. Definitions and Interpretation: Definitions of terms used and interpretation principles

4. The Facilities: Description of the parallel loan structure, amounts, and purposes

5. Conditions Precedent: Conditions that must be satisfied before drawdown

6. Drawdown: Procedures and requirements for utilizing the loan facilities

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

8. Repayment: Terms and schedule for repayment of the parallel loans

9. Prepayment and Cancellation: Voluntary and mandatory prepayment provisions

10. Tax Gross Up and Indemnities: Tax-related provisions and protections

11. Representations and Warranties: Standard and transaction-specific representations

12. Information Undertakings: Ongoing information and reporting requirements

13. Financial Covenants: Financial maintenance and incurrence covenants

14. General Undertakings: General positive and negative covenants

15. Events of Default: Default triggers and consequences

16. Changes to Parties: Transfer and assignment provisions

17. Administration: Payment mechanics and administrative provisions

18. Notices: Communication procedures and contact details

19. Calculations and Certificates: Basis of calculations and evidence

20. Governing Law and Enforcement: Choice of Dutch law and jurisdiction provisions