The Loan and Security Agreement is a fundamental document in Swiss secured lending transactions, combining the functions of a loan agreement and security agreement in a single instrument. It is typically used when a lender requires specific assets as collateral to secure a loan, whether for corporate financing, asset acquisition, or general business purposes. The document must comply with Swiss legal requirements, particularly those under the Swiss Code of Obligations (OR) for contractual obligations and the Swiss Civil Code (ZGB) for security interests. This agreement is especially relevant in situations where streamlined documentation is preferred, as it eliminates the need for separate loan and security agreements while maintaining comprehensive coverage of both aspects. The document includes detailed provisions for the loan facility, security creation, perfection requirements, enforcement mechanisms, and the parties' respective rights and obligations, all within the framework of Swiss law.
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1. Parties: Identification of the lender and borrower, including full legal names, addresses, and registration details
2. Background: Context of the loan agreement, relationship between parties, and purpose of the loan
3. Definitions: Definitions of key terms used throughout the agreement
4. Loan Amount and Purpose: Specification of the loan amount, currency, and permitted use of funds
5. Interest and Fees: Details of interest rate, calculation method, payment periods, and any applicable fees
6. Repayment Terms: Repayment schedule, payment methods, and prepayment provisions
7. Security Interest: Description of collateral and creation of security interest
8. Representations and Warranties: Statements of fact and assurances from the borrower
9. Covenants: Positive and negative obligations of the borrower during the loan term
10. Events of Default: Circumstances constituting default and consequences
11. Enforcement Rights: Lender's rights and remedies upon default
12. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction
1. Guarantees: Include when third-party guarantees are part of the security package
2. Insurance Requirements: Include when specific insurance coverage is required for the collateral
3. Tax Provisions: Include when cross-border elements or specific tax considerations apply
4. Assignment and Transfer: Include when transfer rights need to be specifically addressed
5. Multiple Lenders: Include for syndicated loans with multiple lenders
6. Currency Provisions: Include when dealing with multiple currencies or exchange rate risks
7. Debt Service Reserve: Include when a reserve account is required
8. Regulatory Compliance: Include when specific regulatory requirements apply to the loan
1. Repayment Schedule: Detailed amortization table showing payment dates and amounts
2. Security Assets Schedule: Detailed description and/or list of assets provided as security
3. Form of Drawdown Notice: Template for borrower to request loan disbursements
4. Conditions Precedent: List of documents and conditions required before loan disbursement
5. Permitted Security Interests: List of existing or permitted security interests on collateral
6. Form of Compliance Certificate: Template for periodic compliance reporting
7. Insurance Requirements: Detailed specifications of required insurance coverage
8. Authorized Signatories: List of persons authorized to act on behalf of each party
Relevant legal definitions
Clauses
Relevant Industries
Banking
Financial Services
Real Estate
Manufacturing
Retail
Technology
Healthcare
Infrastructure
Energy
Agriculture
Transportation
Construction
Hospitality
Relevant Teams
Legal
Finance
Treasury
Risk Management
Compliance
Credit
Corporate Secretariat
Banking Operations
Loan Administration
Security Administration
Relevant Roles
Chief Financial Officer
Finance Director
Treasury Manager
Legal Counsel
Corporate Lawyer
Risk Manager
Credit Officer
Relationship Manager
Compliance Officer
Security Trustee
Loan Officer
Financial Controller
Corporate Secretary
Banking Executive
Asset Manager
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