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[[Lender EthAddress]]



DATED [[Agreement Date]]

SOUTHCHAIN DIGITAL ASSET NETWORK

as Lender

AND

as Borrower
____________________________________________________________________________________________________________________________________________________________

MASTER FACILITY AGREEMENT
____________________________________________________________________________________________________________________________________________________________

THIS MASTER FACILITY AGREEMENT (this "Agreement") is made on [[Agreement Date]]

BETWEEN:

SouthChain Digital Asset Network (company number [[Lender Company Number]]), a company incorporated in United States, whose registered office is at [[Lender Address]]) ("Lender"); and

(company number 123), a company incorporated in having its registered office at [[Borrower Address]]) (the "Borrower"),

each a "Party", and collectively, the "Parties".

WHEREAS

(A) The Borrower is engaged in the business of borrowing assets for commercial activities ("Business");

(B) The Borrower intends to use the Loan (as defined below) for the purpose of investing in and developing the Business;

(C) The Lender intends to provide funds available for the Borrower for credit against interest as set out in this Agreement.

IT IS HEREBY AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1. Definitions

In this Agreement, unless the subject or context otherwise requires, the following words and expressions shall have the following meanings respectively ascribed to them:

"Advances" means the disbursement of loan proceeds under the Revolving Loan;

"Approved Assets" means USDC or other assets as agreed mutually, at a later date, between Borrower and Lender;

"Available Amount" means at any time the amount of the Credit Limit minus the sum of unpaid principal balance of the Revolving Loan;

"Blockchain" means a list of records, called blocks, which contain cryptographic hashes of a previous block, a timestamp and transaction data;

"Borrower Address" means the Ethereum blockchain address 0x[[Borrower EthAddress]] which the Borrower uses to interact with the Credit Delegation Vault;

"Business Day" means a day (other than a Saturday, Sunday or public holiday in United States) on which commercial banks are generally open for business in United States;

"Credit Delegation Proxy" means the Ethereum mainnet blockchain smart contract used to deploy the Credit Delegation Vault for this Agreement with the Ethereum blockchain address 0xf0988322b8392245d6232e520bf3cdf912b043c4;

"Credit Delegation Vault" means the Ethereum mainnet blockchain smart contract deployed by the Lender from the Credit Delegation Proxy by calling the deployVault() function following execution of this Agreement on OpenLaw;

"Credit Limit" means 20 USDC set by the Lender within the Credit Delegation Vault by calling the increaseLimit() function;

"Ethereum" means the open source public blockchain ledger used to settle and record data related to the transactions within this Agreement;

"Lender Address" means the Ethereum blockchain address 0x [[Lender EthAddress]] which the Lender uses to deploy the Credit Delegation Vault and to delegate credit line by interacting with the Credit Delegation Proxy;

"Repayment Event" means any of the events as set out in Clause 4.1;

"Repayment Notice" means a notice in writing to be given by the Lender to the Borrower requesting for the repayment of the whole of the total indebtedness for the time being outstanding and unpaid;

"Revolving Loan" has the meaning ascribed to it in Clause 2.1; and

"Termination Date" is 6 months from the signing of this Agreement or such other period as agreed by the Parties in writing.

1.2. Interpretation

(a) The expression "this Agreement" or any similar expression shall mean this Agreement as may from time to time be amended, modified or supplemented.

(b) Any reference to a statutory provision shall include such provision as from time to time is modified or re-enacted so far as such modification or re-enactment applies or is capable of applying to any transactions entered into under or in connection with this Agreement.

(c) Any reference in this Agreement to Clauses are to the clauses of this Agreement which shall form part of this Agreement.

(d) The headings to the Clauses hereof are for convenience only and shall not be deemed to be a part thereof or be taken into consideration in the interpretation or construction thereof or of this Agreement.

2. REVOLVING LOAN

2.1. Revolving Loan Facility. Subject to the terms and conditions of this Agreement, the Lender shall make Advances denominated in Approved Assets to Borrower from time to time, until the Termination Date (the "Revolving Loan"), with the aggregate principal amount outstanding not to exceed the Credit Limit. Interest on Advances will accrue and be payable in the currency of denomination. The interest rates for the Approved Assets are provided in Appendix A. The Borrower may use the Revolving Loan by borrowing, prepaying the Available Amount, in whole or in part, in one of the Approved Assets. For the avoidance of doubt, repayment assets of a loan under the Revolving Loan must be same as the assets in which the loan was advanced.

2.2. Procedure for Advances. After signing this Agreement, the Lender will set a credit line in the Credit Delegation Vault for the Borrower Address by calling the setBorrow() function within the Credit Delegation Vault. The Lender can only set the Borrower Address as the Borrower for the Credit Delegation Vault. The Borrower shall have the right to interact and draw advances from the Credit Delegation Vault to the Borrower Address to the extent of the Credit Limit.

2.3. Interest and Fees. The Borrower shall be required to pay interest only on the outstanding principal balances of the Revolving Loan. Interest will accrue on a daily basis on the outstanding principal balance for each asset and shall be paid by the Borrower before the fifth (5th) Business Day of every month for the previous month. The accrued interest will be paid by transferring assets to the Credit Delegation Vault by calling the repay() function. UTC time will be used to measure days for the calculation of accrued interest. Interest on an advance will start accruing only after the Borrower has drawn the credit line from the Credit Delegation Vault by calling the borrow() function. An advance received before 8 am UTC will start accruing interest from the same day; otherwise, interest accrual will start from the following day. Besides the accrued interest, the facility does not entail any other fees.

2.4. Repayment. The Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the Revolving Loan (together with any accrued interest) on any Business Day upon 2 Business Days’ prior written notice to the Lender. The Borrower shall repay in full the outstanding principal balances and any accrued interest on the Termination Date into the Credit Delegation Vault by calling the repay() function within the Credit Delegation Vault. Addresses other than the Borrower Address are eligible to repay the loan by calling the repay() function of the Credit Delegation Vault.

2.5. Use of Loan Funds. The Parties acknowledge and agree that the Loan shall be utilized solely for the purpose of investing in and developing the Business. Failure by the Borrower to comply with this Clause 2.5 shall not prejudice any rights of the Lender, who shall not be responsible for monitoring or ensuring the use or application by the Borrower of the Revolving Loan.

2.6. Repayment Notice. The Lender at any time may give the Borrower a one (1) month written notice to repay the entire outstanding principal balances for all Revolving Loans along with accrued interest.

2.7. Amendment to Credit Limit and interest rates for Approved Assets. The Parties through mutual agreement may amend the Credit Limit and/ or interest rates for some or all of the Approved Assets. Any amendment to the Credit Limit and/ or interest rates for some or all of the Approved Assets must be recorded in a written document signed by both the Parties and cannot become applicable sooner than thirty (30) days from the date of signing the aforementioned document.

3. REPRESENTATIONS AND WARRANTIES

3.1. Each of the Parties hereby represent and warrant to the other that:

(a) it is duly incorporated and validly existing under the laws of the jurisdiction in which it is incorporated;

(b) it has the capacity to enter into and perform and comply with its obligations under this Agreement and all other transactions contemplated under this Agreement;

(c) its obligations under this Agreement are valid, binding and enforceable in accordance with its terms;

(d) its entry into, exercise of its rights and/or performance of or compliance with its obligations under this Agreement and all other transactions contemplated under this Agreement do not and will not violate any law or regulation applicable to it or any provisions of any agreement to which it is party; and

(e) no steps have been taken by it or, to the best of its knowledge, by any other person nor, to the best of its knowledge, have any legal proceedings been started or threatened for the winding-up or the appointment of a receiver, manager or judicial manager over its assets.

3.2. Each of the warranties set out in Clause 3.1 survive and continue to have full force and effect after the execution of this Agreement as if repeated by the then existing circumstances and shall be true and correct and fully observed until all indebtedness under this Agreement is fully repaid.

4. REPAYMENT EVENTS

4.1. Each of the following events shall be a Repayment Event:

(a) a liquidator, receiver, trustee, administrator, judicial manager or other similar officer is appointed over, the whole or any part of the property or assets of the Borrower, or any of its subsidiaries;

(b) except for the purpose of a solvent reconstruction or amalgamation on terms and conditions:

(i) a petition is presented or other proceedings initiated for winding-up, judicial management or administration of the Borrower (or any of its subsidiaries) which is not discharged for a period of fourteen (14) days;

(ii) a court order is made for the winding up, bankruptcy, judicial management or administration of the Borrower, or any of its subsidiaries.

(c) except for the purpose of a solvent reconstruction or amalgamation on terms and conditions, the Borrower has entered or is entering into a scheme of arrangement or composition with or assignment for the benefit of all or any class of its creditors;

(d) the Borrower or any of its subsidiaries: (i) stops or threatens to stop payment of its debts or is otherwise unable to pay all or any part of its debts without reasonable cause or ceases or threatens to cease to carry on its business or takes proceedings or other steps with a view to rescheduling or deferring its indebtedness or any part of its indebtedness which it will otherwise be unable to pay when due; (ii) makes a general assignment or an arrangement or composition with or for the benefit of its creditors generally; (iii) becomes insolvent or is unable or legally deemed unable to pay its debts or admits in writing its inability to pay its debts as and when they fall due; or (iv) a distress or execution or other legal process is levied or enforced upon or sued out against any material part of its business, property or assets and such distress, execution or legal process is not terminated or discharged within fourteen (14) days;

(e) the application of the Revolving Loan by the Borrower for any purpose other than for the purposes as set out in Clause 2.5.

(f) any other indebtedness in respect of borrowed money of the Borrower or any of its subsidiaries: (i) is not paid when due or within any applicable grace period in any agreement relating to that indebtedness without reasonable cause; or (ii) becomes (or becomes capable of being rendered) due and payable before its normal maturity by reason of a default or event of default (actual or potential), however described;

(g) any creditor of the Borrower or any of its subsidiaries becomes entitled to declare any indebtedness of the Borrower due and payable prior to its specified maturity as a result of an event of default (or other event equivalent to an event of default);

(h) the present or future security constituted by any mortgage or charge upon the whole or any part of the undertaking or assets of the Borrower or any of its subsidiaries shall become enforceable and/or steps are taken to enforce the same;

(i) a moratorium is agreed or declared in respect of any indebtedness of the Borrower or any of its subsidiaries or any government authority or agency condemns, seizes, compulsorily purchases or expropriates all or a substantial part of the assets of the Borrower or any of its subsidiaries;

(j) it is or will become unlawful for the Borrower to perform or comply with any one or more of its obligations under this Agreement;

(k) any litigation or arbitration proceeding (whether criminal or civil) is instituted against the Borrower or any of its subsidiaries which would have a material adverse effect on the financial condition of the Borrower or any of its subsidiaries; or

(l) it is claimed by or on behalf of the Borrower that the terms of this Agreement are not binding and enforceable against the Lender.

4.2. If at any time the Borrower becomes aware of a fact or circumstance which might give rise to a Repayment Event, the Borrower shall immediately inform the Lender.

4.3. Upon the occurrence of a Repayment Event, the Lender may at any time thereafter, by serving a Repayment Notice on the Borrower, declare that the whole of the total indebtedness for the time being outstanding and unpaid shall become immediately due and payable.

5. GENERAL COVENANTS

5.1. The Borrower undertakes to ensure that its payment obligations under this Agreement rank at least pari passu with all its other present and future unsecured payment obligations, except for obligations mandatorily preferred by the applicable laws and regulations applying within the jurisdiction of United States generally.

5.2. The Borrower undertakes that, until all the Borrower’s liabilities under this Agreement have been discharged, it shall not:

(a) sell, transfer or otherwise dispose of any of its assets on terms where it is or may be leased to, or re-acquired or acquired by, any of its related entities;

(b) sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(c) enter into any other preferential arrangement having a similar effect; or

(d) repay or redeem any of its share capital.

5.3. So long as any of the moneys payable under this Agreement remain outstanding, the Borrower covenants that it shall:

(a) execute and do all such assurances and things as shall be reasonably required by the Lender for giving effect to and the full benefit of this Agreement, including the obtaining of any consent, authorization, approval or permit from such relevant authority in connection with any payment or repayment under this Agreement; and

(b) immediately notify the Lender of any Repayment Event set out in Clause 4.1, or immediately after it becomes aware of the impending occurrence of any Repayment Event.

6. NOTICE

All notices, demands or other communications required or permitted to be given or made hereunder shall be in writing and delivered via email to the intended recipient thereof at its email address set forth in the signature section below and recorded on OpenLaw. Any such notice, demand or communication sent via email shall be deemed to have been duly served immediately.

7. SEVERABILITY

If any provision in this Agreement shall be, or at any time shall become invalid, illegal or unenforceable in any respect under any law, such invalidity, illegality or unenforceability shall not in any way affect or impair any other provisions of this Agreement but this Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein.

8. NO AMENDMENTS

No amendments, variation or modification of this Agreement shall be effective unless mutually agreed by both Parties and in writing, signed by or on behalf of each Party.

9. NON-ASSIGNABILITY

The Parties shall not assign or attempt to assign all or any of their respective rights or obligations hereunder to any third party without the prior written consent of the other Party.

10. COUNTERPARTS

This Agreement may be entered into in any number of counterparts all of which taken together shall constitute one and the same instrument. Each counterpart may be signed and executed by the Parties and transmitted by facsimile or electronic mail and shall be as valid and effectual as if executed as an original.

11. JURISDICTION AND GOVERNING LAW CLAUSE

11.1. This Agreement shall be governed by and construed in all respects in accordance with the laws of United States.

11.2. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be 1. The seat, or legal place, of arbitration shall be United States. The language(s) to be used in the arbitral proceedings shall be the predominant language(s) of United States. The governing law of the contract shall be the substantive law of United States.

EXECUTED and DELIVERED as a deed on the date mentioned above.

For and on behalf of by:

{{signature of Borrower Email}}
0x[[Borrower EthAddress]]

EXECUTED and DELIVERED as a deed on the date mentioned above.

For and on behalf of SouthChain Digital Asset Network by:

[[Lender Email]]
0x[[Lender EthAddress]]


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APPENDIX A

Asset (Principal Currency)Annual Interest RateInterest Payable in Currency
USDCAave Variable Rate //USDC+10% APRUSDC

Interest calculations:

Aave Variable Rate USDC = Section USDC Variable in https://docs.aave.com/risk/liquidity-risk/borrow-interest-rate based on the function to check the interest is LendingPool.getUserReserveData(reserve, user), where reserve is the address of the borrowed asset and user is the address of the Credit Delegation Vault.

APR = Principal amount x (APR in % terms) x (no. of days in month / 365)

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