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Non Recourse Loan Agreement for Nigeria

Non Recourse Loan Agreement Template for Nigeria

A Non-Recourse Loan Agreement under Nigerian law is a specialized financing document where the lender's recovery is limited solely to specific collateral assets pledged by the borrower, with no personal recourse against the borrower's other assets. This agreement, governed by Nigerian law including the Banks and Other Financial Institutions Act (BOFIA) 2020 and relevant Central Bank of Nigeria regulations, provides comprehensive provisions for loan terms, collateral arrangements, enforcement mechanisms, and regulatory compliance requirements. It includes detailed sections on security creation, perfection requirements, and enforcement procedures specific to the Nigerian jurisdiction.

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Non Recourse Loan Agreement

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What is a Non Recourse Loan Agreement?

The Non-Recourse Loan Agreement is a critical financing instrument in Nigerian commercial practice, particularly suited for project finance and asset-based lending transactions. This document type is essential when lenders agree to look solely to specific assets for loan recovery, commonly used in real estate, infrastructure, and resource-based financing. The agreement must comply with Nigerian banking regulations, including BOFIA 2020 and CBN guidelines, while incorporating robust security and enforcement mechanisms. It typically includes detailed provisions for collateral valuation, maintenance, and enforcement procedures, reflecting the increased risk profile for lenders. The document becomes particularly relevant in large-scale project financing where project assets serve as the primary security, requiring careful structuring to ensure enforceability under Nigerian law.

What sections should be included in a Non Recourse Loan Agreement?

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

2. Background: Contextual information about the loan purpose and non-recourse nature

3. Definitions and Interpretation: Defines key terms and interpretation rules for the agreement

4. The Loan: Details of the loan amount, purpose, and disbursement terms

5. Non-Recourse Provisions: Explicit limitations on recourse and specification of the sole remedy against the collateral

6. Collateral: Detailed description of the security assets and perfection requirements

7. Conditions Precedent: Prerequisites for loan disbursement including documentation and regulatory requirements

8. Representations and Warranties: Borrower's statements about legal capacity, collateral ownership, and other material facts

9. Covenants: Borrower's ongoing obligations regarding collateral maintenance and reporting

10. Events of Default: Circumstances constituting default and consequences

11. Enforcement and Remedies: Lender's rights against the collateral upon default

12. Payments and Calculations: Payment mechanics, interest calculations, and fee structures

13. Tax Provisions: Treatment of taxes and withholding requirements

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

15. Notices: Communication procedures between parties

16. Governing Law and Jurisdiction: Nigerian law governance and dispute resolution provisions

17. Boilerplate Provisions: Standard contractual provisions including severability and entire agreement clauses

What sections are optional to include in a Non Recourse Loan Agreement?

1. Security Trustee Provisions: Required when multiple lenders are involved and a security trustee holds the collateral

2. Tranched Drawings: Include when the loan is to be drawn down in multiple instalments

3. Insurance: Detailed insurance requirements when collateral requires specific insurance coverage

4. Account Bank Provisions: Required when specific account control mechanisms are needed

5. Intercreditor Provisions: Include when there are multiple creditors with different priorities

6. Environmental Compliance: Required when collateral includes real estate or industrial assets

7. Islamic Finance Provisions: Include when the loan needs to be Sharia-compliant

What schedules should be included in a Non Recourse Loan Agreement?

1. Schedule 1 - Loan Terms: Detailed financial terms including amount, interest rate, maturity date

2. Schedule 2 - Collateral Description: Detailed technical description of the collateral assets

3. Schedule 3 - Conditions Precedent: List of required documents and conditions

4. Schedule 4 - Form of Drawdown Notice: Template for requesting loan disbursement

5. Schedule 5 - Repayment Schedule: Detailed payment dates and amounts

6. Schedule 6 - Form of Compliance Certificate: Template for periodic compliance reporting

7. Schedule 7 - Permitted Security: List of pre-approved security interests on the collateral

8. Appendix A - Required Insurance: Detailed insurance requirements for the collateral

9. Appendix B - Form of Transfer Certificate: Template for transferring loan interests

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

Nigeria

Publisher

Ƶ

Document Type

Financing Agreement

Cost

Free to use
Relevant legal definitions








































































Clauses

















































Relevant Industries

Banking and Financial Services

Real Estate

Oil and Gas

Manufacturing

Infrastructure

Mining

Agriculture

Transportation

Energy

Telecommunications

Commercial Real Estate

Industrial Development

Relevant Teams

Legal

Finance

Risk Management

Compliance

Treasury

Credit

Corporate Finance

Project Finance

Investment

Operations

Security and Collateral Management

Relevant Roles

Chief Financial Officer

Finance Director

Legal Counsel

Risk Manager

Credit Officer

Investment Manager

Project Finance Manager

Compliance Officer

Treasury Manager

Security Trustee Officer

Loan Officer

Corporate Finance Manager

General Counsel

Transaction Lawyer

Portfolio Manager

Asset Manager

Commercial Director

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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