Non Recourse Loan Agreement Template for Switzerland

A comprehensive legal agreement governed by Swiss law that establishes the terms and conditions of a loan where the lender's recourse is strictly limited to specific collateral or assets, without personal liability of the borrower beyond those assets. The agreement details the loan amount, interest terms, repayment conditions, and extensively describes the collateral that serves as the sole source of repayment. It incorporates specific provisions under Swiss contract law (Code of Obligations) and includes detailed security arrangements in compliance with Swiss security and enforcement regulations.

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What is a Non Recourse Loan Agreement?

The Non-Recourse Loan Agreement under Swiss law is designed for financing arrangements where the lender agrees to look solely to specific collateral for repayment, rather than to the borrower's other assets or cash flows. This type of agreement is commonly used in project finance, real estate transactions, and asset-based lending where the financed asset's value and income-generating potential are the primary considerations. The document must comply with Swiss legal requirements, particularly the Code of Obligations and debt enforcement regulations. It includes detailed provisions on collateral valuation, maintenance, and enforcement procedures, reflecting the limited recourse nature of the facility. The agreement is particularly suitable when the borrower seeks to isolate certain assets for financing purposes or when the lender is comfortable with the collateral value as the sole source of repayment.

What sections should be included in a Non Recourse Loan Agreement?

1. Parties: Identification of the lender and borrower with full legal details

2. Background: Context of the loan agreement and brief description of the non-recourse nature

3. Definitions and Interpretation: Defined terms and rules of interpretation, including Swiss law-specific terminology

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

5. Non-Recourse Provisions: Explicit provisions limiting the lender's recourse to specified collateral only

6. Drawdown Conditions: Conditions precedent and drawdown mechanics

7. Interest: Interest rate, calculation methods, and payment provisions

8. Repayment: Repayment schedule and mechanics

9. Security: Description of collateral and security arrangements

10. Representations and Warranties: Borrower's representations, particularly regarding the collateral

11. Covenants: Borrower's obligations, focusing on collateral maintenance

12. Events of Default: Default triggers and consequences

13. Enforcement: Enforcement procedures limited to the collateral

14. Miscellaneous: Standard boilerplate provisions adapted to Swiss law

15. Governing Law and Jurisdiction: Confirmation of Swiss law governance and jurisdiction

What sections are optional to include in a Non Recourse Loan Agreement?

1. Facility Agent Provisions: Required if multiple lenders are involved, detailing the agent's role and responsibilities

2. Security Agent Provisions: Needed if security is held through a security agent structure

3. Tax Provisions: Detailed tax provisions if cross-border elements exist

4. Currency Provisions: Required if the loan involves multiple currencies

5. Insurance: Detailed insurance requirements for the collateral if applicable

6. Costs and Expenses: Detailed allocation of costs if complex security arrangements exist

7. Market Disruption: Required for floating rate loans

8. Transfer and Assignment: Detailed provisions if loan transferability is contemplated

What schedules should be included in a Non Recourse Loan Agreement?

1. Collateral Description: Detailed description of the assets serving as collateral

2. Form of Drawdown Request: Standard form for requesting loan disbursements

3. Repayment Schedule: Detailed amortization schedule if applicable

4. Form of Security Documents: Templates for required security documentation

5. Conditions Precedent: List of required documents and conditions for initial drawdown

6. Financial Covenants: Detailed calculations and thresholds for any financial covenants

7. Insurance Requirements: Specific insurance requirements for the collateral

8. Fees: Detailed breakdown of all applicable fees

9. Form of Transfer Certificate: Template for any permitted transfers of the loan

Authors

Alex Denne

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

Jurisdiction

Switzerland

Publisher

Genie AI

Document Type

Loan Agreement

Sector

Banking

Cost

Free to use

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