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The Vendor Loan Agreement is a critical document used in commercial transactions where the seller (vendor) provides financing to facilitate the purchase of their goods, services, or assets. This arrangement is particularly common in Ireland for large equipment purchases, business acquisitions, or property transactions where traditional bank financing may not be the preferred option. The agreement must comply with Irish commercial law, including the Consumer Credit Act 1995 and relevant EU directives, while addressing specific requirements for security interests and registration under Irish law. The document typically includes detailed provisions on loan terms, security arrangements, representations and warranties, and enforcement mechanisms, with specific consideration given to Irish legal requirements for creating and enforcing security interests. A Vendor Loan Agreement is particularly valuable when parties wish to structure a purchase with seller financing, offering flexibility in terms while maintaining appropriate legal protections for both parties.

1. Parties: Identifies and defines the Vendor/Lender and the Purchaser/Borrower with full legal names and addresses

2. Background: Explains the context of the vendor loan arrangement, typically referencing the related sale agreement and the portion of purchase price being financed

3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets out rules of interpretation

4. The Loan: Specifies the loan amount, purpose, and any conditions precedent to drawdown

5. Interest: Details the interest rate(s), calculation method, and payment frequency

6. Repayment Terms: Specifies the repayment schedule, payment methods, and final maturity date

7. Security: Describes the security arrangements for the loan, including any charges over assets

8. Representations and Warranties: Sets out the borrower's confirmations regarding their status and ability to enter into the agreement

9. Covenants: Details the borrower's ongoing obligations throughout the loan term

10. Events of Default: Lists circumstances that constitute default and the lender's rights upon default

11. Payments and Calculations: Specifies payment mechanics, business day conventions, and calculation principles

12. Changes to Parties: Addresses assignment and transfer rights of both parties

13. Notices: Sets out how formal communications between parties should be made

14. General Provisions: Contains boilerplate clauses including severability, entire agreement, and governing law

15. Execution: Signature blocks and execution formalities