Master Loan Agreement
This master digital assets loan agreement (the “Agreement”) sets out the terms under which the Borrower and each Lender agree to be bound regarding all digital-assets lending arrangements facilitated through the Atlendis Protocol.
For the purposes of this Agreement, the Borrower and each Lender will be individually referred to as a Party or collectively as the Parties.
IT IS HEREBY AGREED AS FOLLOWS:
In this Agreement:
“Accrued Interests” means interests accrued at the Maturity Date of a Loan.
“Affiliate” means any Person which owns or controls, is owned or controlled by, or is under common control or ownership with another Person, where control is defined as the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract, or otherwise;
“Atlendis Order Book” means the lending order book incorporated in the Atlendis Smart Contract and displayed on the Site;
“Atlendis Protocol” means the Atlendis decentralized non-custodial lending protocol deployed on one or more blockchain networks relying on the Atlendis Smart Contract and which can be accessed, among other ways, through the Site;
“Atlendis Smart Contract” means a combination of two or more smart contracts instantiated on the Polygon protocol by Atlendis Labs to facilitate the peer-to-peer lending of Digital Assets;
“Borrower” means any Person with a view to borrowing Digital Assets through the Atlendis Smart Contract;
“Borrower Pool” means the smart contract instantiated on the Polygon protocol by Atlendis Labs and assigned to the Borrower with the purpose to collect one type of Digital Assets (e.g.: ETH or USDC) to fulfill the Borrower’s Loan Request;
“Borrower Pool Specificities” means the specificities of the Borrower Pool as described in Schedule 1 of the Agreement;
“Borrowing Fee” means a certain amount of Digital Assets, as calculated by the Atlendis Smart Contract, which corresponds to a percentage of the amount of each Loan as reflected in the Borrower Pool Specificities;
“Digital Assets” means (i) a digital representation of value which is neither issued nor guaranteed by any central bank or public authority of any country or jurisdiction and does not have legal tender status in any country or jurisdiction, and which is admitted by natural or legal persons as a medium of exchange and which can be transferred, stored or traded electronically (including but not limited to Ethers) or (ii) any intangible asset representing, in digital form, one or more rights that can be issued, registered, stored or transferred by means of a distributed ledger technology making it possible to identify, directly or indirectly, the owner of the said asset;
“Event of Default” has the meaning given to that term in Article 7.1(Event of Default);
“Further Loan” means each further loan of Digital Assets made between a Lender and a Borrower through the Atlendis Smart Contract and governed by this Agreement;
“Government” means any national, federal, state, municipal, local, or foreign branch of government, including any department, agency, subdivision, bureau, commission, court, tribunal, arbitral body, or other governmental, government appointed, or quasi-governmental authority or component exercising executive, legislative, juridical, regulatory, or administrative powers, authority, or functions of or pertaining to a government instrumentality, including any parasternal company, or state-owned (majority or greater) or controlled business enterprise;
“Governmental Authority” means any domestic or foreign federal, national, state, municipal, city, county or local government or any court, administrative, arbitrative or regulatory agency or commission, board, judicial body, legislature, instrumentality, office or other governmental authority or agency, including Government officials and representatives such as, without limitation, officer or employees of any Government;
“Initial Loan” means each initial loan of Digital Assets made between a Lender and a Borrower through the Atlendis Smart Contract and governed by this Agreement;
“Insolvency Proceedings” means the situation where the Borrower (i) applies for or consents to the appointment of a receiver, trustee, or liquidator of its or any of its property, (ii) admits in writing its inability to pay its debts as they mature, (iii) make a general assignment for the benefit of creditors, (iv) be adjudicated a bankrupt or insolvent, (v) file a voluntary petition in bankruptcy, or a petition or an answer seeking reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law or statute, or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law or (vi) offer or enter into any composition, extension or arrangement seeking relief or extension of its debts;
“Interest Rate” has the meaning given to that term in Article 4.2 (INTERESTS RATE);
“Interests Period” has the meaning given to that term in Article 4.1 (INTERESTS PERIOD)
"Late Payment Interest Rate" means the late payment interest rate, which is part of the Borrower Pool Specificities;
“Laws” means any applicable law, rule, regulation, or order of any Governmental Authority of applicable jurisdiction;
“Lender” means any Person lending Digital Assets to a Borrower through the Atlendis Smart Contract;
“Loan” means an Initial Loan or a Further Loan;
“Loan Request” means a request by a Borrower to the Atlendis Smart Contract to borrow a defined amount of Digital Assets;
“Losses” means, collectively, any Litigation, application, loss, injury, delay, accident, cost, business interruption costs, or any other expenses (including attorneys’ fees or the costs of any claim or suit), including any incidental, direct, indirect, general, special, punitive, exemplary, or consequential damages, loss of goodwill or a business profits, work stoppage, data loss, computer failure or malfunction, or any and all other commercial losses;
“Maturity” means the duration of any Initial Loan, which is part of the Borrower Pool Specificities;
“Maturity Date” means the Start Date of any Initial Loan plus the Maturity;
“Maximum Borrowable Amount” means the maximum amount of Digital Assets a Borrower can borrow from the Borrower Pool, which is part of the Borrower Pool Specificities;
"Repayment Period" means the period ending on the Maturity Date and whose duration is specified in the Borrower Pool Specificities;
“Site” means the web pages located at https://atlendis.io/ and “https://app.atlendis.io/” acting as a front-end to the Atlendis Protocol;
“Start Date” means the date on which a Loan is to commence.
The headings of the Agreement have been inserted for convenience of reference only and may not be used in its interpretation.
In the Agreement, unless the context requires otherwise:
(i) references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced from time to time;
(ii) references to the Agreement and any document or agreement defined herein shall be construed as references to the Agreement or such document as the same may be amended, supplemented or restated from time to time;
(iii) any reference in the Agreement to an "Article", a "Paragraph" or an "Appendix" shall, subject to any contrary indication, be construed as a reference to a Clause, a Sub-Clause or a Schedule hereof.
In the event that (y) no Event of Default has occurred and (z) there is no Initial Loan outstanding, the Borrower may start one or more Initial Loans by sending a Loan Request to the Atlendis Smart Contract up to an amount which shall not exceed the lowest of:
- the Maximum Borrowable Amount; and
- the amount of Digital Assets available in the Borrower Pool.
In the event that (y) no Event of Default has occurred and (z) there are one or more Initial Loans outstanding, the Borrower may start one or more Further Loans by sending a Loan Request to the Atlendis Smart Contract up to an amount which shall not exceed the lowest of:
- the difference between the Maximum Borrowable Amount and the amount of Digital Assets subject to all ongoing Loans; and
- the amount of Digital Assets available in the Borrower Pool.
There are no restrictions as to the number of Loan Requests the Borrower may send to the Atlendis Smart Contract to start one or more Further Loans.
Although the Start Date of Initial Loans and the Start Date of Further Loans may be different, any Further Loan has the same Maturity Date as any Initial Loan.
The Borrower may use the Digital Assets subject to the to all Loans for [any corporate purpose]. There shall be no obligation to monitor or audit the Borrower's use of funds borrowed under this Agreement.
The Borrower shall repay the Digital Assets subject to all the Loans during the Repayment Period.
The Borrower shall repay in the same type of Digital Assets that were borrowed and directly to the Borrower Pool. Any Digital Assets transfer made by the Borrower using a different address than the Borrower Pool address (as amended, in writing, as the case may be) will not constitute repayment of any Loan.
Unless otherwise agreed to in writing, all Accrued Interests, late payment interests and Borrowing Fee to be paid by the Borrower shall be paid, through the Atlendis Smart Contract, in the same type of Digital Assets deposited in the Borrower Pool.
For each Loan, the interest period corresponds to the period of time between the Start Date and the Maturity Date (the “Interest Period”).
Each time the Borrower sends a Loan Request to the Atlendis Smart Contract, the Atlendis Order Book automatically determines the interest rate of each Loan (the “Interest Rate”).
For each Loan, the Interest Rate remains unchanged for the duration of the Loan.
The amount of Accrued Interests for each Loan will automatically be calculated through the Atlendis Smart Contract based on the applicable Interest Period, Interest Rate and the amount of Digital Assets subject to such Loan.
For each Loan, the Borrower shall pay the Accrued Interests during the Repayment Period.
If Borrower fails to pay any amount due under this Agreement on time, such amount shall bear interests at Late Payment Interest Rate without notice of default, for the period between the due date of such amount and the date of actual payment thereof.
Borrower shall pay the accrued late payment interests under this Article as soon as practicable and at the same time as payment of any amounts due under this Agreement.
The Borrower shall pay the Borrowing Fee to the Atlendis Protocol at the time of execution of each Loan Request.
The undertakings of this Article 6 (INFORMATION) shall be effective as of the date of execution of this Agreement and shall remain in effect so long as any amount remains due in connection with the Agreement.
The Borrower shall communicate to the Lender all documents listed and at the frequency specified for each of these documents in Schedule 2.
The Borrower and the Lender agree that the communication of such documents will be considered as executed if such documents are available through the Site.
The Borrower hereby expressly represents and warrants to each Lender that, on the date of execution of this Agreement and on the Start Date of each Loan, each of the following representations and warranties is true and accurate:
(i) it has been duly incorporated, is duly organized and validly exists under the Laws of its jurisdiction of incorporation;
(ii) all information furnished by the Borrower to the Lender in connection with this Agreement is true and correct in all respects and there are no other facts or circumstances of which it is aware that would render any such information misleading;
(iii) it has disclosed to each Lender any information which might reasonably be expected to adversely influence the decision of a Lender to enter into this Agreement;
(iv) it has or will have at the time of return of any Digital Currency, the right to transfer such Digital Currency subject to the terms and conditions hereof, and, free and clear of all liens and encumbrances other than those arising under this Agreement and that the Digital Currency that it will return has been acquired in accordance with all applicable Laws;
(v) no Insolvency Proceedings or other proceedings of general application affecting creditors’ rights have been proposed, commenced, or threatened against the Borrower, and no judgment has been made or is pending declaring the Borrower insolvent;
(vi) it has full right, power, and authority (corporate and other) to enter into this Agreement. This Agreement, its execution, and performance, and the transactions contemplated hereby, have been duly authorized. This Agreement has been duly executed by the Borrower and constitutes a legal, valid, and binding obligation of the Borrower, enforceable against it in accordance with its terms;
(vii) all authorizations that are required to be obtained by the Borrower from any authorities that have jurisdiction over the Borrower, for the execution by the Borrower of this Agreement, the performance by the Borrower of its obligations hereunder and the consummation by the Borrower of the transactions contemplated hereby have been obtained or made and are in full force and effect;
(viii) the execution and performance of this Agreement by the Borrower do not constitute or result in a breach or violation of, or a default under, (a) any agreement, contract, commitment, or undertaking to which the Borrower is a party or by which it is bound, (b) its articles of association, by-laws or other constitutional documents, or (c) any applicable Law or authorization.
Lender hereby expressly represents and warrants to the Borrower that, on the date of execution of this Agreement and on the Start Date of each Loan, that it has or will have at the time of transfer of any Digital Assets, the right to lend such Digital Assets subject to the terms and conditions hereof, that it owns the Digital Assets, free and clear of all liens and that the Digital Assets has been acquired in accordance with all Applicable Laws. The Lender expressly represents and warrants that it has full right, power, and authority (corporate and other) to enter into this Agreement and that it will not be contravene any applicable Laws by entering into this Agreement.
Any of the following events shall constitute an event of default (herein referred to as “Event of Default”) against the defaulting Party:
(a) the failure of the Borrower to perform any of its information undertakings pursuant to Article 6 (INFORMATION), the Borrower shall have fifteen days to cure such default;
(b) the failure of the Borrower to return any and all loaned Digital Assets before the end of the Repayment Period, the Borrower shall have two days to cure such default;
(c) the failure of the Borrower to pay any amount due to the Atlendis Protocol, the Borrower shall have two days to cure such default;
(d) a material default by either Party in the performance of any of the other agreements, conditions, covenants, provisions or stipulations contained in this Agreement, including without limitation a failure by either Party to abide by its obligations in Section IV or V of this Agreement and such Party's failure to cure said material default within ten Business Days;
(e) any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for the relief of debtors or dissolution proceedings that are instituted by or against the Borrower;
(f) a financial indebtedness of the Borrower in excess of EUR 50,000 is not paid on its due date or within the grace period originally provided for or is declared due and payable or becomes due and payable prior to its maturity by reason of the occurrence of an event of default; or
(g) any representation or warranty made by either Party in this Agreement that proves to be incorrect or untrue in any material respect as of the date of making or deemed making thereof, however, a Party shall have ten days to cure such default.
Borrower shall notify the occurrence of any Event of Default (and the steps, if any, taken to remedy the Event of Default) as soon as practicable after becoming aware of the Event of Default.
The Borrower and the Lender agree that the occurrence of any Event of Default will be displayed on the Atlendis Site.
If any one or more Event of Default shall occur and be continuing, at the election of the Lender, all of the obligations of the Borrower to the Lender under this Agreement will immediately become due and payable without further demand, notice or protest, all of which are hereby expressly waived.
As a consequence, any loaned Digital Assets, Accrued Interests, late payment interests and Borrowing Fee shall be redelivered by the Borrower immediately to the Borrower Pool
The Lender may proceed to protect and enforce its rights, at law, in equity, or otherwise, against the Borrower, and any other endorser of the Borrower's obligations, either jointly or severally, and may proceed to bring any action against Borrower concerning any agreement between the Borrower and the Lender relating to the Loan, or any other agreement.
In the event of an Event of Default, the defaulting Party shall pay to the other Party, upon demand, all costs and expenses, including without limitation, legal fees and court costs incurred in connection with the enforcement of its rights hereunder.
This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the Parties.
The Borrower shall not assign any or all of its rights and/or obligations under this Agreement.
Each Lender may assign this Agreement or any rights or duties hereunder without the prior written consent of the Borrower.
The Agreement is governed by, interpreted, and enforced in accordance with the laws of France. Any Litigation arising out of or related to the Agreement, including Litigation arising out of or related to the existence, breach, termination, enforcement, interpretation, or validity of the Agreement shall be governed by French Laws.
The Parties irrevocably and unconditionally agree and consent to the exclusive jurisdiction and venue of French Courts and waive any objections thereto.
Pool name: [__]
Asset type: [__]
Maximum Borrowable Amount: [__] million
Maturity: [__] days
Rates range: [__]%
Repayment Period duration: [__] days
Borrowing Fee: [__]% annualized
Late Payment Interest Rate: [__]% APY
Freeze Period duration: [__]
Fee parameters: [__]
Borrower’s Pool digital address, which will be whitelisted to such pool: [__]
List of documents to communicate
Frequency of communication
Every [quarter / month]