Offer Terms and Conditions of Share Loan Facility

We refer to your application for a share loan under our Cooperative’s Share Loan Facility and are pleased to inform you of the decision of Executive of 9MILE MPCS Ltd to offer you a long-term share loan, subject to the following terms and conditions:

Summary Of Terms And Conditions

Commencement

Conditions Precedent to Availment:

  1. Duly accepted Offer, Terms and Conditions Letter
  2. Satisfy a Minimum Mandatory Membership Contribution of ₦10,000 with Aquaries cooperative society.
  3. Deposit of monthly post-dated cheques to cover the tenor of the facility and/or issuance of Standing Order Instruction or Direct Debit mandate with appropriate dates to meet each maturing rental obligation as they fall due.
  4. Deposit of monthly post-dated cheques by guarantor
  5. Submission and positive verification of all documents required to perfect the security provided

Other Conditions

Events of Default: Notwithstanding anything herein before contained, the facility or balance thereof and other monies herein covenanted to be paid whether by way of interest or otherwise shall become immediately due and payable on the demand being made in respect of such on the occurrence of any of the following events:

RIGHT OF SET-OFF:

The Borrower covenants that in addition to any general lien or similar right to which 9MILE Multi-Purpose Society Limited as a credit facility provider may be entitled by bye- laws, 9MILE Multi-Purpose Society Limited may at anytime and without notice to the Borrower combine or consolidate all or any of the Borrower’s accounts with any liabilities to 9MILE Multi-Purpose Society Limited and set off or transfer any sum or sums standing to the credit of anyone or more of such accounts in or towards satisfaction of the Borrower’s liabilities to 9MILE Multi-Purpose Society Limited or any other respect whether such liabilities be actual or contingent, primary or collateral and several or joint.

COVENANT

  1. The Borrower undertakes that whilst any amount is outstanding under this facility, it shall provide 9MILE Multi-Purpose Society Limited with a copy of its audited financials, management accounts and any other information as regards its business affairs as the cooperative may from time to time require.
  2. That the facility account/current account would be sufficiently funded up-front to absorb interest, commission and other charges

LEGAL AND OTHER EXPENSES:

The Borrower shall reimburse the Cooperative for all reasonable out of pocket expenses ,costs, and charges incurred by the Cooperative in connection with the preparation , execution, administration and enforcement of the terms of this offer letter, including but not limited to Solicitors fees, Stamp Duties and Registration fees. Such charges and costs shall in the event of non-payment by the Borrower on demand be added to the facility and other moneys owing under the terms of this offer letter and shall bear interest accordingly.

INSURANCE:

The Borrower shall maintain a comprehensive insurance against loss or damage by fire, earthquake, rain or windstorm, tornado, civil commotion and such other risks as the Cooperative may from time to time consider necessary in an Insurance Company approved by the Cooperative in the joint names of the Cooperative and the Borrower shall duly pay all premiums for keeping such insurance. The Cooperative’s interest as first loss payee must be duly endorsed on the insurance policy.

TAXES:

All payments whether of principal, interest or otherwise shall be made free and clear of and without deduction of any taxes, duties, charges, fees, deductions, withholdings, set-offs, counterclaims, restrictions or conditions of any nature. If at any time, provision of the law or any taxing authority shall require the Borrower to make any such deduction or withholding from any such payment, then the sum due from the Borrower in respect of such payment shall be increased to the extent necessary to ensure that after making of such deductions or withholding, the Bank receives a net equal to the sum which it would have received had no such deduction or withholding been required to be made.

REPRESENTATIONS AND WARRANTIES:

The Borrower represents and warrants that:

  1. The Borrower has the right to accept this facility and has taken all necessary actions to authorize same upon the terms and conditions herein.
  2. The Borrower is not in default or under any obligation in respect of any borrowed money that the acceptance of this facility will not be or result in a breach of or default under any provisions of any other agreement to which the Borrower is a party.
  3. All consents, licenses, approvals, authorisations of any governmental authority, bureaux or agency, etc required in connection with the execution, delivery, performance, validity or enforceability of this loan facility shall be obtained by the Borrower and the originals thereof delivered to the Lender and the conditions contained therein or otherwise applicable thereto shall at the appropriate time be complied with or fulfilled by the customer. The cost of obtaining such approvals etc. shall be borne by the Borrower
  4. It is agreed that the facility herein granted shall be cancelled and the outstanding sums shall become payable forthwith upon demand thereof if any event or series of events (including without limitation, any material adverse change in the business, assets or financial condition of the Borrower) occurs, which in the opinion of the Lender may affect the ability or willingness of the Borrower to repay the facility.

CHANGE IN CIRCUMSTANCE:

If the Lender has determined that the introduction of or change in any applicable law or government or other regulatory authority charged with the administration thereof or court of competent jurisdiction makes it apparent that it is unlawful or illegal for the Borrower or the Lender to fund or maintain or perform their obligations as contemplated by the terms of this Offer Letter, the Lender shall forthwith give notice of such occurrence to the Borrower and the commitment shall forthwith be cancelled or discharged and the Borrower shall on the next succeeding payment date or such earlier date as may be required repay to the Lender the principal amount so disbursed together with accrued interest, if any, and other amount due to the Lender hereunder.

REMEDIES AND WAIVERS:

Failure or delay by the Lender in exercising any remedy, power or right as a Lender shall not be considered as a waiver or impairment thereof nor shall it affect or impair any such remedies, powers or rights in respect of any default.

VALIDITY:

This offer elapses if not accepted within 14 (fourteen) days from the date of the offer.

If the terms and conditions stated above are acceptable to you, kindly indicate your acceptance by executing this offer letter as provided hereunder and return same.

Yours faithfully,

9MILE MPCS LTD