Sub Loan Agreement for Switzerland

Sub Loan Agreement Template for Switzerland

A Sub Loan Agreement under Swiss law is a sophisticated financial instrument that documents the terms and conditions of a secondary lending arrangement, where funds originally borrowed under a primary loan are further lent to another party. This agreement, governed by Swiss law particularly the Code of Obligations, establishes the relationship between the intermediate lender and sub-borrower, detailing crucial elements such as loan amount, interest rates, repayment terms, security arrangements, and subordination provisions. It includes specific Swiss law compliance requirements and enforcement mechanisms, making it a vital document for structured finance transactions in Switzerland.

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What is a Sub Loan Agreement?

The Sub Loan Agreement is essential in structured finance transactions where funds need to be deployed through multiple layers of entities. This document type is commonly used in project finance, corporate group lending, and real estate financing structures where an intermediary entity borrows funds and then on-lends to ultimate borrowers. The agreement must comply with Swiss law requirements, particularly the Swiss Code of Obligations and banking regulations. It typically includes detailed provisions on interest calculation, repayment structures, security arrangements, and importantly, subordination mechanisms to protect the primary lender's interests. The Sub Loan Agreement is crucial for establishing clear legal relationships and ensuring proper fund flow documentation in complex financing structures.

What sections should be included in a Sub Loan Agreement?

1. Parties: Identification of the lender and borrower under the sub-loan agreement

2. Background: Context of the sub-loan, including reference to the primary loan agreement and the relationship between the parties

3. Definitions: Key terms used throughout the agreement, including financial terms, dates, and technical terminology

4. Loan Amount and Purpose: Specification of the sub-loan amount and its intended use

5. Interest and Fees: Details of interest rate, calculation method, payment frequency, and any applicable fees

6. Drawdown: Conditions and procedures for drawing down the loan

7. Repayment Terms: Schedule and methods of repayment, including principal and interest payments

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

9. Covenants: Ongoing obligations of the borrower during the loan term

10. Events of Default: Circumstances that constitute default and their consequences

11. Security: Details of any security or collateral provided for the loan

12. Notices: Communication procedures between parties

13. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction

14. Miscellaneous: Standard boilerplate provisions including severability, amendments, and assignment

What sections are optional to include in a Sub Loan Agreement?

1. Subordination Provisions: Required when the sub-loan needs to be explicitly subordinated to other debt

2. Tax Provisions: Detailed tax clauses needed when cross-border elements or specific tax implications exist

3. Currency Provisions: Required when the loan is in a currency other than Swiss Francs

4. Assignment and Transfer: Detailed provisions needed when parties want to allow loan participation or trading

5. Information Undertakings: Extended reporting requirements for complex corporate borrowers

6. Financial Covenants: Required for corporate borrowers where financial metrics need to be maintained

7. Account Bank Provisions: Required when specific bank accounts need to be maintained for the loan

What schedules should be included in a Sub Loan Agreement?

1. Repayment Schedule: Detailed amortization table showing payment dates and amounts

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

3. Form of Compliance Certificate: Template for periodic confirmation of covenant compliance

4. Security Details: Detailed description of any collateral or security arrangements

5. Conditions Precedent: List of documents and conditions required before loan effectiveness

6. Primary Loan Terms: Summary of relevant terms from the primary loan agreement

7. Fee Schedule: Detailed breakdown of all applicable fees and charges

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 | Serial Founder & Legal AI Author

Jurisdiction

Switzerland

Publisher

Genie AI

Document Type

Loan Agreement

Sector

Banking

Cost

Free to use
Relevant legal definitions
Relevant Industries

Banking

Financial Services

Corporate Finance

Real Estate

Infrastructure

Private Equity

Manufacturing

Energy

Construction

Telecommunications

Relevant Teams

Legal

Finance

Treasury

Credit Risk

Compliance

Corporate Finance

Investment

Operations

Risk Management

Transaction Management

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Legal Counsel

Corporate Lawyer

Finance Manager

Credit Officer

Loan Officer

Relationship Manager

Risk Manager

Compliance Officer

Transaction Manager

Director of Corporate Finance

Investment Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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