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Master Lending Agreement for Switzerland

Master Lending Agreement Template for Switzerland

A comprehensive legal agreement governed by Swiss law that establishes the framework for an ongoing lending relationship between a financial institution (lender) and a borrower. The agreement sets out the terms and conditions under which the lender will provide credit facilities to the borrower, including utilization procedures, interest calculations, repayment terms, representations and warranties, and ongoing obligations. It incorporates Swiss banking regulations, financial services laws, and the Swiss Code of Obligations, ensuring compliance with local regulatory requirements while providing flexibility for multiple loan transactions under a single framework.

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What is a Master Lending Agreement?

The Master Lending Agreement serves as the primary documentation for establishing and governing credit relationships under Swiss law. It is typically used when parties anticipate multiple lending transactions over time and wish to avoid negotiating separate agreements for each transaction. The document incorporates requirements from Swiss banking regulations, the Financial Services Act (FinSA), and the Swiss Code of Obligations, providing a robust framework for lending activities. It includes detailed provisions for facility utilization, pricing, security arrangements, regulatory compliance, and risk management. This agreement is particularly suitable for corporate lending relationships, syndicated facilities, and structured finance transactions, offering flexibility while ensuring compliance with Swiss regulatory requirements and market practices.

What sections should be included in a Master Lending Agreement?

1. Parties: Identification of the lender and borrower, including full legal names, addresses, and registration details

2. Background: Context of the agreement and the parties' intention to establish a lending relationship

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

4. Facility: Description of the lending facility, including type, purpose, and overall limit

5. Utilization: Procedures and conditions for requesting and making loans under the facility

6. Interest and Fees: Interest calculation methodology, payment dates, and applicable fees

7. Repayment and Prepayment: Terms for scheduled repayments and voluntary prepayments

8. Representations and Warranties: Standard declarations made by the borrower regarding their legal and financial status

9. Conditions Precedent: Requirements to be satisfied before the facility becomes available

10. Ongoing Covenants: Borrower's continuing obligations throughout the life of the facility

11. Events of Default: Circumstances constituting default and corresponding remedies

12. Changes to Parties: Rules for assignment and transfer of rights and obligations

13. Notices: Communication procedures between parties

14. Calculations and Certificates: Rules for financial calculations and evidential value of certificates

15. General Provisions: Miscellaneous legal provisions including severability and amendments

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

What sections are optional to include in a Master Lending Agreement?

1. Security: Required when the facility is secured, detailing types of security and enforcement rights

2. Guarantee: Include when third-party guarantees are part of the credit support structure

3. Tax Gross-Up and Indemnities: Detailed tax provisions, necessary for cross-border lending or when tax implications are significant

4. Increased Costs and Market Disruption: Protection for lender against regulatory changes and market circumstances, important for longer-term facilities

5. Multi-Currency Provisions: Required when the facility allows for drawings in multiple currencies

6. Anti-Money Laundering Provisions: Detailed AML obligations when enhanced compliance requirements apply

7. Data Protection: Extended privacy provisions when significant personal data processing is involved

8. Syndication Provisions: Required when the facility may be syndicated to multiple lenders

What schedules should be included in a Master Lending Agreement?

1. Form of Utilization Request: Standard form for borrower to request loans under the facility

2. Conditions Precedent Documents: Detailed list of required documentation

3. Form of Transfer Certificate: Standard documentation for transferring interests in the facility

4. Form of Compliance Certificate: Template for periodic compliance reporting

5. Calculation of Interest and Fees: Detailed methodology for financial calculations

6. Form of Security Documents: Templates for any required security documentation

7. Know Your Customer Requirements: List of required KYC documentation and procedures

8. Contact Details: List of authorized contacts and notice details for all 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 | Serial Founder & Legal AI Author

Jurisdiction

Switzerland

Publisher

Ƶ

Document Type

Loan Agreement

Sector

Banking

Cost

Free to use
Relevant legal definitions








































































Clauses





































Relevant Industries

Banking and Financial Services

Investment Banking

Corporate Banking

Asset Management

Insurance

Private Equity

Real Estate

Manufacturing

Technology

Healthcare

Energy

Infrastructure

Retail

Telecommunications

Transportation and Logistics

Relevant Teams

Legal

Finance

Treasury

Compliance

Risk Management

Credit

Corporate Banking

Documentation

Loan Administration

Transaction Management

Portfolio Management

Relationship Management

Relevant Roles

Chief Financial Officer

Treasury Manager

Finance Director

Legal Counsel

Compliance Officer

Credit Risk Manager

Relationship Manager

Corporate Banking Officer

Loan Officer

Credit Analyst

Transaction Manager

Portfolio Manager

General Counsel

Banking Partner

Finance Manager

Risk Officer

Documentation Specialist

Syndications 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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