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Loan Participation Agreement Template for Switzerland

A Loan Participation Agreement governed by Swiss law is a sophisticated financial contract that establishes the terms under which one financial institution (the participant) acquires an economic interest in a loan or commitment made by another financial institution (the original lender), without creating a direct contractual relationship with the borrower. The agreement, regulated under Swiss banking and financial market laws, details the mechanics of participation, including payment flows, rights and obligations of parties, risk allocation, and administrative procedures. It incorporates specific Swiss legal requirements and banking regulations while providing a framework for the transfer of economic interest in loan assets.

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What is a Loan Participation Agreement?

The Loan Participation Agreement is a critical document in the Swiss banking and financial services sector, used when a financial institution wishes to acquire an economic interest in a loan without becoming a direct lender of record. This arrangement is particularly common in situations involving syndicated loans, risk sharing, or regulatory capital management. The agreement, governed by Swiss law, must comply with Swiss banking regulations, financial market supervision requirements, and anti-money laundering provisions. It typically includes detailed provisions on payment mechanics, information rights, confidentiality obligations, and regulatory compliance measures. The document is essential for financial institutions operating in Switzerland's sophisticated banking market and needs to address both Swiss domestic requirements and international banking standards.

What sections should be included in a Loan Participation Agreement?

1. Parties: Identification of the original lender and participant(s)

2. Background: Context of the underlying loan and participation arrangement

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

4. Participation: Core terms of the participation, including size, price, and effective date

5. Payments and Distributions: Mechanics of how payments are calculated and distributed between parties

6. Rights and Obligations of the Parties: Detailed responsibilities of both original lender and participant

7. Representations and Warranties: Standard representations by both parties regarding capacity, authority, and compliance

8. Information Rights: Participant's rights to receive information about the underlying loan

9. Administration: Procedures for communications, notifications, and decision-making

10. Tax Provisions: Treatment of taxes, withholding, and related obligations

11. Costs and Expenses: Allocation of costs and expenses between parties

12. Confidentiality: Obligations regarding confidential information

13. Term and Termination: Duration of the agreement and termination events

14. Governing Law and Jurisdiction: Choice of Swiss law and jurisdiction provisions

15. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, etc.

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

1. Multiple Participant Provisions: Required when there are multiple participants to address voting rights and decision-making procedures

2. Regulatory Compliance: Additional provisions required for regulated entities or specific regulatory requirements

3. Security Arrangements: Required when the participation involves secured loans and treatment of collateral

4. Risk Participation: Specific provisions for risk participation arrangements as opposed to funded participations

5. Sub-Participation: Provisions governing the ability to create sub-participations

6. Currency Provisions: Required when the participation involves multiple currencies

7. Elevation Rights: Provisions regarding the right to elevate the participation to a direct assignment

What schedules should be included in a Loan Participation Agreement?

1. Schedule 1 - Underlying Loan Details: Details of the underlying loan agreement including key terms and conditions

2. Schedule 2 - Participation Details: Specific details of the participation including amount, price, and any specific terms

3. Schedule 3 - Form of Transfer Certificate: Standard form for documenting transfers of participation interests

4. Schedule 4 - Administrative Details: Contact details, account information, and payment instructions

5. Schedule 5 - Form of Confidentiality Undertaking: Standard form confidentiality agreement for potential transferees

6. Appendix A - Calculation Principles: Detailed methodology for calculating payments and distributions

7. Appendix B - Reporting Requirements: Ƶ and requirements for regular reporting between parties

Authors

Alex Denne

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

Jurisdiction

Switzerland

Publisher

Ƶ

Document Type

Loan Agreement

Sector

Banking

Cost

Free to use

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