Loan Agreement - Template Form to Fill out Word and PDF Pro · NG-law
✓ Valid in Nigeria · drafted to comply with local law
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LOAN AGREEMENT
THIS LOAN AGREEMENT (this "Agreement") is made on the ________.
BETWEEN
________, of the following address:
________
(hereinafter referred to as the "Lender", which expression shall, where the context so admits, include its successors-in-title and assigns) of the one part;
AND
________, of the following address:
________
(hereinafter referred to as the "Borrower", which expression shall, where the context so admits, include its successors-in-title and permitted assigns) of the other part.
The Lender and the Borrower are hereinafter individually referred to as a "Party" and collectively as the "Parties".
WHEREAS:
(A) The Lender carries on the business of lending money and is willing to lend to the Borrower the principal sum of \u20a6________ (________) (the "Principal").
(B) The Borrower has requested the Lender to advance the Principal and the Lender has agreed to advance the same upon the terms and conditions set out in this Agreement.
NOW IT IS HEREBY AGREED in consideration of the mutual covenants and promises contained herein (the receipt and sufficiency of which are hereby acknowledged) as follows:
§1. INTERPRETATION
1.1. In this Agreement, unless the context otherwise requires, the following words and expressions shall have the following meanings:
'Agreement' means this loan agreement together with any schedule or amendment hereto.
'Business Day' means any day other than a Saturday, Sunday, public holiday or bank holiday declared as such within the Federal Republic of Nigeria.
'Principal' means the sum of \u20a6________ (________) advanced or to be advanced by the Lender to the Borrower under this Agreement.
'Interest Rate' means ________% (________ percent) per annum.
'Default Interest' means ________% (________ percent) per annum.
'Material Adverse Change' means any change in the circumstances of the Borrower which, in the reasonable opinion of the Lender, materially impairs the ability of the Borrower to perform its obligations under this Agreement.
'Outstanding Amount' means the aggregate of the Principal, interest, Default Interest, costs, charges and any other sums payable by the Borrower under this Agreement which is due and remains unpaid.
'Security' means any security interest, pledge, mortgage, charge, lien or encumbrance created or provided by the Borrower or any Guarantor as security for the obligations of the Borrower under this Agreement, including any guarantee provided by any Guarantor.
'Guarantor' means ________, of the following address: ________.
'Repayment Date' means ________, being the date on which the Principal together with all interest, costs and any Outstanding Amount becomes finally due and payable to the Lender under this Agreement.
1.2. Words importing the singular include the plural and vice versa, and words importing any gender include every gender.
1.3. References to clauses are to clauses of this Agreement, and the clause headings are for convenience only and shall not affect the construction of this Agreement.
1.4. References to any statute or statutory provision include that statute or provision as amended, re-enacted or replaced from time to time.
§2. THE LOAN
2.1. The Lender shall advance the Principal of \u20a6________ (________) to the Borrower on ________, by transfer to the following account designated by the Borrower:
________
2.2. The loan is granted upon the terms and conditions set out in this Agreement for the following purpose:
________
§3. DURATION OF THIS AGREEMENT
Save as otherwise provided herein, and notwithstanding the repayment of any sum due under this Agreement, the provisions of this Agreement shall remain in full force and effect for so long as the Principal, interest and any other sum due under this Agreement remains unpaid.
§4. INTEREST
4.1. The Borrower shall pay interest on the Principal at the Interest Rate of ________% (________ percent) per annum. Interest shall accrue from the date of the transfer of the Principal or any part thereof.
4.2. The Lender may, by giving the Borrower not less than thirty (30) days' prior written notice, vary the Interest Rate to reflect prevailing market conditions or applicable regulatory directives of the Central Bank of Nigeria; provided that any such variation shall be fair, reasonable and consistent with applicable law.
4.3. If any interest payable under this Agreement is not paid within ________ (________) Business Days after the same becomes due for payment, Default Interest at the rate of ________% (________ percent) per annum shall be charged on the overdue amount until payment in full.
§5. OBLIGATIONS OF THE BORROWER
5.1. The Borrower shall, upon reasonable notice, permit the Lender to examine the financial situation of the Borrower and the relevant documentation and assets in order to verify the information submitted by the Borrower, the Borrower's solvency, and the Borrower's ability to perform its payment obligations under this Agreement.
5.2. The Borrower shall apply the Principal solely for the purpose specified in §2.2 of this Agreement.
5.3. The Borrower shall make all payments due under this Agreement free of any counterclaim, set-off, deduction or withholding whatsoever.
5.4. The Borrower shall promptly notify the Lender in writing of the occurrence of any event of default or any Material Adverse Change.
5.5. The Borrower warrants that it has full capacity and authority to enter into and perform this Agreement and that all necessary corporate or other approvals required for the execution and performance of this Agreement have been obtained.
§6. REPAYMENT OF LOAN
6.1. Interest shall be due and payable monthly, in arrears, for a period of ________ months.
6.2. The Principal shall be repaid in full on the Repayment Date.
6.3. The Borrower may prepay the whole or any part of the Outstanding Amount at any time prior to the Repayment Date, together with accrued interest to the date of prepayment, upon giving the Lender not less than ________ Business Days' prior written notice.
6.4. All payments shall be made in Naira to such account as the Lender may from time to time designate in writing.
§7. SECURITY
7.1. As security for the due repayment of the Principal, interest and all other sums payable under this Agreement, the Borrower agrees that the following property shall stand charged in favour of the Lender:
________
7.3. In the event that the value of the Security decreases (including where an insured event has occurred in respect of which no insurance indemnity is payable, or where the market value of the Security has decreased), the Lender shall be entitled to require the Borrower or any other person providing the Security to establish additional Security.
7.4. The Borrower shall establish such additional Security in favour of the Lender promptly upon receipt of a written demand from the Lender.
7.5. Upon the occurrence and continuance of an event of default, the Lender shall be entitled to enforce the Security and to realise the same by sale or otherwise in accordance with the applicable law, and to apply the proceeds of such realisation in satisfaction of the Outstanding Amount, provided that the Lender shall account to the Borrower for any surplus.
7.6. Where the proceeds of realisation of the Security are insufficient to discharge the Outstanding Amount, the Borrower shall remain liable for any shortfall.
§8. EVENTS OF DEFAULT
8.1. The Lender shall be entitled, by written notice to the Borrower, to declare the Outstanding Amount immediately due and payable and to enforce all its rights under this Agreement and the Security upon the occurrence of any one or more of the following events:
(i) the Borrower fails to make any payment under this Agreement as and when due;
(ii) the Borrower becomes insolvent, is unable to pay its debts as they fall due, or any step is taken for the winding-up, liquidation or appointment of a receiver, administrator or liquidator over the Borrower or any of its assets;
(iii) the value of the Security has, in the reasonable opinion of the Lender, significantly decreased and the Parties have failed to agree upon the establishment of additional Security;
(iv) the Borrower fails duly to perform any of its obligations under this Agreement or any other agreement entered into between the Parties;
(v) the Borrower breaches any other term or condition of this Agreement;
(vi) the Borrower breaches any law, regulation, judgment or administrative decision in circumstances where the Lender reasonably believes that such breach will have a material adverse effect on the Borrower's ability to meet its obligations under this Agreement.
8.2. Upon the occurrence of any event of default, the Lender shall be entitled to demand immediate repayment of the Principal, together with all accrued interest, Default Interest, and compensation for any loss or damage suffered by the Lender by reason of any delay in repayment.
§9. SET-OFF AND LIEN
9.1. The Borrower agrees that the Lender shall be entitled to retain possession of the Security until the Principal, interest and all other sums due and payable under this Agreement have been paid in full.
9.2. The Borrower further agrees that the Lender shall have the right to foreclose upon or sell the Security in accordance with applicable law if the Principal, interest and all other sums due and payable remain unpaid.
§10. CONDITIONS PRECEDENT
The Lender shall be entitled to decline to disburse the Principal or any part thereof to the Borrower if any of the following circumstances is discovered:
(i) the Borrower and/or any person providing the Security has supplied false or misleading information to the Lender as to solvency, the value of the Security, or any other material circumstance;
(ii) the Borrower has failed to apply any disbursed part of the Principal for the purpose for which it was intended;
(iii) where the Borrower is a body corporate, it has gone into liquidation or any step has been taken for its winding-up.
§11. INSURANCE
11.1. The Borrower shall, at its own cost, insure and keep insured the Security with a reputable insurance company duly licensed under the Insurance Act, for its full reinstatement value, and shall provide the Lender with particulars of such insurance upon request.
11.2. The Borrower or any person providing the Security shall notify the insurer that the Security is encumbered in favour of the Lender, and the Lender's interest shall be noted on the relevant policy.
11.3. The insurance cover shall be sufficient to provide for the complete restoration of the property in the event of its destruction or damage by fire, act of God, or otherwise, and all proceeds shall be applied towards reinstatement or, at the option of the Lender, in reduction of the Outstanding Amount.
§12. RECONSTRUCTION AND AMALGAMATION
This Agreement shall not be affected by any reconstruction, amalgamation, merger, winding-up or other change affecting the Borrower, its successors or assigns, or any other organisation or individual, and the rights of the Lender hereunder shall continue in full force and effect.
§13. WAIVER
No failure or delay on the part of the Lender in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any further exercise. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
§14. ASSIGNMENT
The Borrower shall not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Lender. The Lender may assign or transfer any of its rights under this Agreement to any third party upon written notice to the Borrower.
§15. CONFIDENTIALITY AND DATA PROTECTION
15.1. The Parties (including their respective employees and agents) undertake not to disclose to any third party any confidential information relating to this Agreement or the transactions contemplated herein which may come to their knowledge, save as may be required by law or by any competent regulatory authority.
15.2. The Parties shall use their best endeavours to prevent the publication or disclosure of any such confidential information.
15.3. Each Party shall process any personal data obtained in connection with this Agreement in accordance with the Nigeria Data Protection Act 2023 and any regulations made thereunder, and solely for the purposes of performing its obligations under this Agreement.
§16. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
§17. DISPUTE RESOLUTION AND JURISDICTION
17.1. The Parties shall endeavour to settle amicably any dispute arising out of or in connection with this Agreement.
17.2. Where such dispute is not resolved amicably within thirty (30) days, the same shall be referred to and finally resolved by the High Court sitting in ________, to whose exclusive jurisdiction the Parties hereby submit.
§18. NOTICES
§19. SEVERABILITY
If any provision of this Agreement is found to be invalid, illegal or unenforceable by any court or competent authority, such provision shall be severed from the remainder of this Agreement, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.
§20. VARIATION
No variation, amendment or termination of any part of this Agreement shall be valid unless it is in writing and signed by or on behalf of both Parties.
§21. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which when executed shall constitute an original, and all of which together shall constitute one and the same agreement.
IN WITNESS WHEREOF the Parties hereto have executed this Agreement in the manner hereinafter appearing the day and year first above written.
SIGNED by the within-named Lender ________
___________________________
in the presence of:
Name................................................................................................................
Address.............................................................................................................
Occupation........................................................................................................
Signature..........................................................................................................
SIGNED by the within-named Borrower ________
___________________________
in the presence of:
Name................................................................................................................
Address.............................................................................................................
Occupation........................................................................................................
Signature..........................................................................................................
SIGNED by the within-named Guarantor ________
___________________________
in the presence of:
Name................................................................................................................
Address.............................................................................................................
Occupation........................................................................................................
Signature..........................................................................................................
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