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The Subordinated Loan Agreement is a critical financing document used when parties wish to establish a lending arrangement where the lender's claims are contractually subordinated to other creditors. This structure is particularly common in Swiss financial markets for regulatory capital purposes, corporate group financing, or as part of larger financing structures. The agreement must comply with Swiss law requirements, particularly the Swiss Code of Obligations and, where applicable, banking regulations. It is commonly used by banks meeting regulatory capital requirements, companies seeking to improve their balance sheet structure, or in complex financing arrangements where creditor hierarchy is important. The document includes detailed provisions on subordination mechanics, trigger events, and enforcement limitations, all tailored to Swiss law requirements and market practice.

1. Parties: Identification of the Lender and Borrower, including full legal names and addresses

2. Background: Context of the subordinated loan arrangement and relationship between the parties

3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including specific Swiss law concepts

4. The Loan: Core loan terms including amount, purpose, and drawdown mechanics

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

6. Repayment: Terms for repayment of principal, including scheduled payments and prepayment provisions

7. Subordination: Detailed subordination provisions, including ranking of the loan and trigger events

8. Representations and Warranties: Standard and subordination-specific representations by the borrower

9. Covenants: Positive and negative obligations of the borrower

10. Events of Default: Circumstances constituting default and consequences

11. Tax Provisions: Treatment of taxes, including Swiss withholding tax considerations

12. Costs and Expenses: Allocation of costs related to the loan

13. Notices: Communication requirements and methods between parties

14. Assignment and Transfer: Restrictions on transfer of rights and obligations

15. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction provisions