SwBratcher on Nostr: The Terms and Conditions for Ledn.io Loans backed with Bitcoin as collateral: Loan ...
The Terms and Conditions for Ledn.io Loans backed with Bitcoin as collateral:
Loan Terms Disclosure Table
Annual Interest Rate 14.90 %
Administration Fee The Administration Fee for this Loan is US$ 0.00, calculated as the greater of US$ 0.00 or 0.00% of the Loan Amount.
Annual Percentage Rate 14.90 %
Funding Date (dd/mm/yyyy) Pending loan approval...
Term 12 months
Maturity Date (dd/mm/yyyy) Pending loan approval...
Payment Schedule One payment equal to the Outstanding Indebtedness (defined below) due on the Maturity Date.
Collateral Wallet Address As shown on the Ledn platform at platform.ledn.io
Collateral Management Custodied
Target LTV 50%
Margin Call LTV 70%
Liquidation LTV 80%
This USD Loan Agreement (this “Agreement”) sets forth the terms and conditions applicable to a standard digital asset-backed USD loan (“Standard Loan”) borrower (a “Standard Loan Borrower”) and a custodied digital asset-backed USD loan (“Custodied Loan”) borrower (a “Custodied Loan Borrower”). In this Agreement, the Standard Loan and Custodied Loan may be referred to as a “Loan.” The type of Loan that Borrower has under this Agreement is indicated in the Collateral Management row in the Disclosure Table above. If Borrower resides in the United States, please also see the Truth in Lending Act Disclosure Statement and State and Federal Disclosures in Schedule “A” attached hereto for additional important information.
Borrower acknowledges that the following additional Ledn terms and conditions are incorporated into this Agreement by reference: (a) Terms of Service, found at https://ledn.io/legal/terms-of-service; (b) Privacy Policy, found at https://ledn.io/legal/privacy-policy; (c) Risk Disclosure Statement, found at https://ledn.io/legal/risk-disclosure-statement; (d) Disclaimers, found at https://ledn.io/legal/disclaimers; and (e) Digital Asset Transaction Account Terms, found at https://ledn.io/legal/transaction-account-terms, which governs the terms of Borrower’s transaction account (“Transaction Account”) provided by Ledn Cayman SEZC Inc., a Cayman Islands special economic zone company registered as a Virtual Asset Service Provider with the Cayman Islands Monetary Authority (“Ledn Cayman”). Where used herein, “Ledn” refers to 21 Technologies Inc., a Cayman Islands exempted company, and/or its subsidiaries and affiliates, including the Lender and Ledn Cayman, as applicable.
The Lender
In this Agreement, “Lender”, and Borrower's sole and exclusive counterparty this Agreement, means: (a) in the case of a Standard Loan, SL I Company, a Cayman Islands exempted company; and (b) in the case of a Custodied Loan, Ledn Cayman SEZC Inc., a Cayman Islands special economic zone company.
The Loan
The loan application completed by Borrower on the Ledn platform is an offer by Borrower to Lender to be bound by this Agreement. Borrower is choosing to enter into either a Standard Loan or a Custodied Loan under this Agreement, as set forth in the Disclosure Table, based on Borrower’s selection in the loan application. This Agreement will not come into force and Lender will have no obligations to Borrower until Lender accepts it, as evidenced by Lender’s disbursement of the Loan Amount to Borrower. Lender will not accept this Agreement until all conditions herein have been satisfied in Lender’s sole discretion. Lender may notify Borrower at any time before acceptance of this Agreement that Borrower’s loan application is rejected. To the extent the loan application is required by any applicable law to be construed as an offer made by Lender for acceptance by Borrower, then the entering into of this Agreement and Lender’s obligation to disburse the Loan Amount is subject to Borrower fulfilling all condition precedents of Borrower as set out in this Agreement to Lender’s satisfaction, including Lender having received the Initial Collateral from Borrower prior to the Funding Date. This Loan is a fixed term, fixed credit, closed-end loan collateralized by Collateral defined below. All amounts repaid in respect of this Loan may not be reborrowed.
Repayment
Borrower promises to pay Lender the principal Loan Amount, accrued interest, applicable fees, and any other amounts that may become due and owing to Lender under this Agreement (“Outstanding Indebtedness”) in full on the Maturity Date. Borrower shall pay the Outstanding Indebtedness to Lender without withholding or deducting any taxes unless required by applicable law. If any such withholding or deduction of taxes is required, Borrower shall pay Lender such additional amount sufficient to ensure that Lender receives the total Outstanding Indebtedness that it would have received if no such withholding or deduction of taxes was required. Lender will apply all payments received from Borrower first to the Total Cost of Borrowing, then the remainder, if any, to reduce the principal Loan Amount. Borrower agrees that Lender’s internal records will, absent manifest error, serve for all purposes as conclusive evidence of Borrower’s Outstanding Indebtedness. All amounts that Borrower owes to Lender under this Agreement are payable unconditionally and without deduction and cannot be withheld or subjected to any defence or set-off by Borrower for any reason other than as expressly set forth in this Agreement.
Interest
The Annual Interest Rate applicable to the principal Loan Amount is set out in the Disclosure Table. Interest begins to accrue on the Funding Date and is calculated daily on a simple interest basis based on a 365-day year. Interest is not compounded. Interest accrues before, on, and after demand, default, maturity, or judgement until Borrower’s Outstanding Indebtedness is paid in full. If the Annual Interest Rate payable on the Loan Amount exceeds the maximum rate of interest permitted to be charged by Lender to Borrower under applicable law, such rate will be automatically reduced to the maximum rate of interest permitted to be charged under applicable law. To the extent that any excess interest has been received by Lender, Lender shall immediately credit such excess interest to Borrower’s Outstanding Indebtedness and refund Borrower any further excess amount. To the extent permitted by applicable law, any such crediting or refund shall not cure or waive any default by Borrower under this Agreement.
Collateral
(a) The Initial Collateral will be held in Borrower's Collateral Wallet Address (“Collateral Wallet”). In this Agreement, “Collateral” means the Initial Collateral and any Additional Collateral (as defined below) that Borrower may transfer to Lender in accordance with this Agreement from time to time. Borrower may transfer Collateral to the Collateral Wallet from Borrower’s Transaction Account or from an external wallet address that belongs to Borrower and not a third party, and with respect to the latter, Borrower hereby acknowledges that Lender is relying on such representation made by Borrower in providing Borrower with a Loan pursuant to this Agreement. Borrower acknowledges that a transfer of Collateral from Borrower’s external wallet address to the Collateral Wallet may not be settled and completed until (i) the transaction has been recorded in a block and eight (8) consecutive subsequent blocks referring back to such block, meaning nine (9) blocks in total have been added to the applicable blockchain; or (ii) the transaction has met a different protocol for a specific digital asset that Ledn has agreed to. Borrower also acknowledges that, by transferring Collateral from Borrower’s Transaction Account, Borrower is instructing and authorizing Ledn to make such transfer of Collateral from Borrower’s Transaction Account to Borrower’s Collateral Wallet.
(b) Borrower acknowledges and agrees that full legal and beneficial ownership of the Collateral will transfer to Lender when Borrower transfers such Collateral to the Collateral Wallet. Consequently, Borrower agrees that (i) any and all legal and beneficial right, title, and interest in and to the Collateral will vest in Lender free and clear of any liens, charges, claims, encumbrances, or any other interest Borrower or any third party may have; (ii) neither Lender nor any other person is safekeeping or administering such Collateral on Borrower’s behalf or otherwise providing any form of custodial service to Borrower in relation to such Collateral; and (iii) Lender’s obligation to Borrower in relation to such Collateral will be a contractual obligation to return an equivalent amount of Collateral to Borrower upon the termination of this Agreement, subject to Lender’s remedies and the set-off rights set out in Section 15, as applicable (“Return of Collateral”).
(c) All Collateral transferred by Borrower to the Collateral Wallet in accordance with this Agreement will initially be held in a custodial wallet for the benefit of Ledn at BitGo Trust Company, Inc., a trust company formed under the laws of South Dakota, or any other third-party custodian that Lender may appoint to provide digital asset safekeeping services for Lender from time to time (the “Custodian”). Lender may change the Custodian without prior notice to Borrower. Borrower acknowledges that Lender’s custodial wallet at the Custodian is opened and maintained for and on behalf of Lender and not Borrower.
(d) THIS SECTION 6(d) ONLY APPLIES TO A STANDARD LOAN. Standard Loan Borrower acknowledges and agrees that, subject to applicable law, Lender may lend, sell, invest, or otherwise transfer or use any amount of Collateral relating to a Standard Loan as Lender’s own and may hold such Collateral in Lender’s name or in another name, separately or together with other property, and without retaining in Lender’s possession and/or control a like amount of such Collateral (“Use of Standard Loan Collateral”). Standard Loan Borrower acknowledges that, in connection with Lender’s Use of Standard Loan Collateral pursuant to this Section 6(d): (i) Lender may receive compensation to which Standard Loan Borrower will have no entitlement whatsoever; and (ii) Collateral that is subject to Lender’s Use of Standard Loan Collateral may not always be held in Lender’s custodial wallet at the Custodian for and on behalf of Lender and may be transferred to other third parties.
(e) THIS SECTION 6(e) ONLY APPLIES TO A CUSTODIED LOAN. Custodied Loan Borrower acknowledges and agrees that, subject to applicable law, Lender may pledge Collateral relating to a Custodied Loan to another party (the “Pledgee”) for the sole purpose of obtaining funding for Custodied Loans (“Use of Custodied Loan Collateral”). Other than in connection with the Use of Custodied Loan Collateral, neither Lender nor any Pledgee may lend, sell, invest, or use any amount of Collateral relating to a Custodied Loan. Collateral relating to a Custodied Loan will be held in custody by either Pledgee or a third-party custodian for and on behalf of Pledgee or Lender. Otherwise, Collateral relating to a Custodied Loan will be held in Lender’s custodial wallet at the Custodian for and on behalf of Lender or in Lender’s Hot Wallets in accordance with Section 6(f).
(f) Notwithstanding any other provision of this Section 6, Collateral may from time to time be held by Lender in non-custodial wallets (“Hot Wallets”) outside of Lender’s Custodian for operational purposes. Borrower acknowledges that such Hot Wallets are controlled by Lender acting on its own behalf and neither Lender nor any other person is safekeeping or administering any Collateral or otherwise providing any form of custodial service to Borrower in relation to such Collateral that may be held in such Hot Wallets from time to time.
Collateral Valuation; Additional Collateral
(a) In this Agreement: (i) “Collateral Market Value” means the market value of the digital assets held in the Collateral Wallet as determined by Lender in its sole discretion. For the purposes of calculating the Collateral Market Value, Lender may take into account or disregard, in its sole discretion, the value of any new digital assets held in the Collateral Wallet created as the result of a fork or similar event. Lender will determine the Collateral Market Value in United States Dollars.; (ii) “LTV Ratio” means at any time, the ratio of the (A) Outstanding Indebtedness to the (B) Collateral Market Value; (iii) “Target LTV,” “Margin Call LTV,” and “Liquidation LTV” means the percentages set out in the Disclosure Table; (iv) “Triggering Event” means the occurrence of the LTV Ratio exceeding the Margin Call LTV; and (v) “Additional Collateral” means additional digital assets that is the same kind as the Initial Collateral that Borrower must deposit into the Collateral Wallet following a Triggering Event.
(b) Upon notice by Lender to Borrower, which may be by email or other electronic communication, that a Triggering Event has occurred, Borrower shall immediately deposit Additional Collateral into the Collateral Wallet in such amount as necessary to establish an LTV Ratio equal to or below the Target LTV. Notwithstanding anything to the contrary, no Additional Collateral will be deemed to be received by Lender or will impact the LTV Ratio of Borrower's Loan until such Additional Collateral is confirmed received by Lender and credited to Borrower’s Collateral Wallet.
(c) Ledn may provide optional features on the Ledn platform from time to time to enable Borrower to manage Collateral and maintain the LTV Ratio for a Loan. Borrower acknowledges that such optional features will be governed by separate terms and conditions in addition to this Agreement, including the Loan Collateral Automatic Top-up Terms, found at https://ledn.io/legal/auto-top-up-terms; and the Loan Collateral Redemption Terms, found at https://ledn.io/legal/collateral-redemption-terms.
Prepayments
Borrower may prepay the Outstanding Indebtedness, in full or in part, at any time without penalty.
Currency
All amounts expressed in this Agreement are in United States Dollars (“USD”). The Loan Amount will be disbursed to Borrower in USD and all amounts owing must be repaid in USD, unless otherwise agreed to between Lender and Borrower. If Lender disburses the Loan Amount, or if Borrower repays any amounts owing under this Agreement, in a different currency or in digital assets, Lender will convert such amounts at the applicable exchange rate then in effect at any of Lender’s payment processor platforms, recognized digital asset market exchanges, or through Lender’s regular arm’s-length over-the-counter trading counterparties at prevailing market prices. Lender may earn a spread on the difference between the buying and selling prices of fiat currencies or digital assets. In the case of a Standard Loan, any conversion of digital assets will be carried out by Ledn Cayman for and on behalf of Lender.
Payment Failure
Borrower agrees that Lender may assess Borrower a fee of US$20.00 if any attempted payment made to or by Borrower fails for any reason. The amount of any such fee will be added to Borrower’s Outstanding Indebtedness and is payable immediately on demand.
Renewals
(a) If Borrower does not pay Lender the Outstanding Indebtedness in full prior to the Maturity Date, Borrower acknowledges and agrees that Lender may, in its sole discretion, renew this Loan on the Maturity Date for an additional 12-month term at the then-current interest rate and loan terms applicable to Ledn loans as advertised on Ledn’s website. Such renewed loan will be governed by Lender’s then-current form of USD loan agreement that will be entered into between Lender and Borrower that sets out the details of the new loan, which will be made available to Borrower on the renewal date.
(b) For greater certainty, (i) if Borrower has entered into a Standard Loan, such Standard Loan may only be renewed as a Standard Loan on the Maturity Date in accordance with this Section; (ii) if Borrower has entered into a Custodied Loan, such Custodied Loan may only be renewed as a Custodied Loan on the Maturity Date in accordance with this Section.
(c) If this Agreement is not renewed, then Borrower shall pay Lender the Outstanding Indebtedness in full on the Maturity Date in accordance with the terms of this Agreement.
Borrower’s Representations, Warranties and Covenants
As a material inducement for Lender to enter into this Agreement and make the Loan to Borrower, Borrower hereby makes the following representations, warranties and covenants to Lender, and such representations, warranties and covenants are deemed to be made continuously for as long as the Loan is open:
(a) If Borrower is an individual, Borrower is the age of majority in Borrower’s jurisdiction of residence, and in any case, Borrower is at least 18 years old and has the capacity to enter into and perform Borrower’s obligations under this Agreement;
(b) If Borrower is a legal entity, (i) Borrower is duly formed, validly existing and in good standing under the laws of its jurisdiction of formation; (ii) Borrower has the legal capacity, power, or authority to own all of its property, carry on business, agree to this Agreement, and perform its obligations hereunder; (iii) Borrower is duly licensed and qualified and, if applicable, in good standing in each jurisdiction in which the nature of the business conducted by Borrower or the nature of the property owned or leased by Borrower requires such licensing or qualification; and (iv) Borrower has taken all necessary action to authorize the application for the Loan and the acceptance and performance of this Agreement and there are no provisions in any shareholder agreement or the constating documents which restricts or limits Borrower’s power to accept this Agreement;
(c) Borrower is not a resident of an Ineligible Jurisdiction as specified at https://ledn.io/legal/ineligible-jurisdictions;
(d) Borrower is not insolvent and is not subject to an act of insolvency, which means (i) the commencement by Borrower as debtor of any case or proceeding under any bankruptcy, insolvency, restructuring, winding up, reorganization, liquidation, moratorium, dissolution, delinquency or similar law, or Borrower seeking the appointment or election of a receiver, conservator, trustee, liquidator, restructuring officer, custodian or similar official for such Borrower or any substantial part of Borrower's property, or the convening of any meeting of creditors for purposes of commencing any such case or proceeding or seeking such an appointment or election; (ii) the commencement of any such case or proceeding against Borrower, which (A) is consented to or not timely contested by Borrower, (B) results in the entry of an order for relief, such an appointment or election, the issuance of such a protective decree or the entry of an order having a similar effect, or (C) is not dismissed within 15 days; (iii) the making by Borrower of a general assignment for the benefit of creditors; or (iv) the admission in writing by Borrower of its inability to pay its debts as they become due.
(e) No consent, approval, order, license or exemption from or filing with or registration with any governmental authority nor any approval of any other person, is or will be required as a condition to Borrower’s acceptance and performance of, and the validity or enforceability of, this Agreement;
(f) The entry into, and performance under, this Agreement does not (i) if Borrower is a legal entity, violate, contravene or conflict with any provision of any of Borrower‘s organizational, constitutive, operative, or governing documents, (ii) violate, contravene or constitute a default under any order, decree or judgment, or any provision of any applicable law, in each case applicable to the Collateral, (iii) violate, contravene or conflict with, result in a breach of or constitute (with notice or lapse of time or both) a default under, any agreement, mortgage, indenture or contract to which Borrower is a party or by which Borrower or any of its property is bound, or (iv) result in the creation or imposition of any lien of any kind on the Collateral;
(g) Borrower has good and marketable legal and beneficial title to all of Borrower’s Collateral, free and clear of any and all lien and claims of any person, and there is no agreement, option or other right or privilege outstanding or agreed to be created in favour of any person for the purchase or transfer from Borrower of any of Borrower’s Collateral, or the creation of any lien in Borrower’s Collateral. Borrower will not create or allow any lien or claims of any person on Borrower’s Collateral, other than those created by this Agreement. Borrower has the power to transfer the Collateral to Lender pursuant to this Agreement and there are no restrictions on the transfer of such Collateral, other than those created by this Agreement;
(h) There are no actions, suits, litigation or proceedings, at law or in equity, in progress, pending, or threatened by or against Borrower before any court, administrative agency or arbitrator or any other person which could affect Borrower’s ability to agree to this Agreement or affect Borrower’s Collateral, and Borrower is not aware of any existing grounds on which any such claim or proceeding might be commenced. Borrower is not in default with respect to any judgment, order, injunction, decree or award;
(i) Borrower is and will be in compliance with all applicable laws and Borrower will use the Loan Amount solely for lawful purposes;
(j) Borrower will notify Lender in writing prior to: (i) if Borrower is an individual, changing Borrower’s address of residence; or (ii) if Borrower is an entity, changing Borrower’s principal place of business or jurisdiction of formation;
(k) Neither Borrower nor, if applicable, any of Borrower’s affiliates or officers, directors, agents (i) has violated any applicable laws concerning or related to money laundering or financing terrorism, including the Proceeds of Crime Act (as revised) of the Cayman Islands (“AML/CFT Laws”); (ii) has engaged in any transaction, investment, undertaking or activity that conceals the identity, source or destination of the proceeds from any category of prohibited offenses designated by the Organization for Economic Co-operation and Development’s Financial Action Task Force on Money Laundering; (iii) is the target of any economic or financial sanctions or trade embargos administered by the United States of America or Canadian governments, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the United States Department of the State, or resides, is organized or chartered, or has a place of business in a country or territory subject to OFAC sanctions or embargo programs; (iv) is publicly identified as prohibited from doing business with the United States under the International Emergency Economic Powers Act or any other law; (v) conducts any business or engages in making or receiving any contribution of goods, services or money to or for the benefit of any person described in clauses (iii) or (iv) above; (vi) deals in, or otherwise engages in any transactions related to, any property or interests in property blocked pursuant to AML/CFT Laws; or (vii) engages in or conspires to engage in any transactions that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in AML/CFT Laws;
(l) None of Borrower’s Collateral represent proceeds of crime for the purposes of AML/CFT Laws and Borrower acknowledges that Lender may be required by AML/CFT Laws to disclose the Borrower’s name and other information relating to this Agreement. To the best of Borrower’s knowledge, Borrower’s Collateral (i) has not been or will not be derived from or related to any activity that is deemed criminal under the laws of the Cayman Islands or any other jurisdiction and (ii) is not being tendered by or on behalf of a person who has not been identified to Lender;
(m) None of the transactions contemplated hereby will violate any applicable laws governing transactions in controlled goods or technologies or dealings with countries, entities, organizations, or individuals subject to economic sanctions and similar measures, including, without limitation, the United States Trading with the Enemy Act, (ii) any of the foreign assets control regulations of the U.S. Treasury Department or any enabling legislation or executive order relating thereto (as amended, the "Department of Treasury Rule"), (iii) Executive Order No. 13224 (as amended, the "Terrorism Order"), or (iv) the United States Patriot Act and any regulations thereunder;
(n) Borrower and, as applicable, Borrower’s affiliates or officers, directors, brokers or agents and their affiliates are in compliance with applicable laws concerning or related to anti-bribery or anti-corruption, including, without limitation, the United States Foreign Corrupt Practices Act of 1977, the Cayman Islands Anti-Corruption Act (as revised) of the Cayman Islands and any regulations thereunder, and no such person is aware of or has taken any action, directly or indirectly, that would result in a violation by Borrower or, as applicable, Borrower’s respective directors, officers, agents or employees of such laws; and
(o) All information that Borrower provides to Lender in Borrower's loan application or in connection with this Agreement is true, non-misleading, accurate, and complete.
IF ANY OF THE REPRESENTATIONS AND WARRANTIES SET FORTH ABOVE ARE INACCURATE AS APPLIED TO BORROWER, BORROWER MUST NOT ENTER INTO THIS AGREEMENT AND MUST CONTACT LENDER AT SUPPORT@LEDN.IO.
Default
It is an event of default under this Agreement if any of the following occurs (each, an “Event of Default”):
(a) The LTV Ratio of Borrower’s Loan exceeds the Liquidation LTV;
(b) Borrower fails to pay Lender any amount owing under this Agreement when due;
(c) Borrower breaches any term, condition, representation, warranty, or covenant under this Agreement or any other present or future agreement between Lender and Borrower;
(d) Borrower becomes insolvent, commits an act of bankruptcy, is the subject of a receiving order or makes an assignment for the benefit of creditors, or Borrower dies;
(e) A change or development in applicable law in Borrower’s jurisdiction of residence or principal place of business results in Lender being unable to make, hold, or maintain Borrower’s Loan, unless such Loan can be grandfathered; or
(f) There is a threatened or actual (i) general suspension in the purchase, sale, or ownership of digital assets, including digital assets constituting the Collateral, under applicable law in Lender’s or Borrower’s jurisdiction of residence or principal place of business, or (ii) suspension in the purchase, sale, or ownership digital assets on at least 3 major international exchanges.
Lender’s Remedies
Upon the occurrence of an Event of Default, subject to any notice or other requirements under applicable law, Borrower’s Outstanding Indebtedness will immediately become due and payable and Lender may proceed to enforce payment and exercise, successively or concurrently, all rights and remedies available to Lender as a secured creditor.
Without limiting the generality of the foregoing, and subject to applicable law, Lender may (a) liquidate the Collateral, in whole or in part, by selling the Collateral on a recognized market exchange or through Lender’s arm’s-length over-the-counter trading counterparties at prevailing market prices; (b) deduct Lender’s expenses incurred in converting and disposing the Collateral from the proceeds of disposition; (c) demand payment from Borrower of any deficiency which exists after the net proceeds of disposition are credited against Borrower’s Outstanding Indebtedness; and (d) exercise any other right or remedy available to Lender at law. In the case of a Standard Loan, any liquidation of Collateral will be carried out by Ledn Cayman for and on behalf of Lender.
To the fullest extent permitted by applicable law, Borrower agrees to pay Lender all costs and expenses, including collection expenses, reasonable attorney fees, and court costs incurred by Lender in collecting Borrower’s Outstanding Indebtedness upon an Event of Default or otherwise in the enforcement of this Agreement.
Set-Off Rights
Borrower acknowledges and agrees that Lender has a right to, or cause Lender’s affiliate to, set-off or apply any Transferred Digital Assets in any or all of Borrower’s Transaction Accounts against any obligations that Borrower owes to Lender under this Agreement. Lender shall notify Borrower after such set-off right has been exercised, provided that the failure to give such notice will not affect the validity of such set-off.
Upon the occurrence of any bankruptcy, insolvency, restructuring, liquidation, or similar proceeding relating to Lender (an “Insolvency Event”) that results in Borrower becoming an unsecured creditor of Lender under applicable laws, Borrower will have the right to set-off or apply Borrower’s Outstanding Indebtedness payable to Lender as of the date of such Insolvency Event, against Lender’s obligation to make a Return of Collateral to Borrower pursuant to this Agreement.
Further Assurances
Borrower shall do all acts and things and execute and deliver, or cause to be executed and delivered, all agreements, documents, and instruments that Lender may require and take all further steps relating to the Loan, Collateral, and this Agreement as Lender may require from time to time.
Termination
This Agreement will terminate upon Borrower’s payment of the Outstanding Indebtedness in full and Borrower’s performance of all other obligations under this Agreement (the “Termination Date”). At such time, Lender shall, within 5 business days of the Termination Date, make a Return of Collateral (or any remaining portion thereof where Lender has exercised its right to liquidate Collateral pursuant to Section 14) to Borrower’s Transaction Account. Notwithstanding the foregoing, Borrower acknowledges that it may take more than 5 business days from the Termination Date for Borrower to actually receive such Return of Collateral.
Disclosure of Loan information
Borrower acknowledges that Lender may, in accordance with Lender’s Privacy Policy, disclose information about Borrower’s Loan and transactions to third parties: (a) with Borrower’s written permission; (b) where it is necessary to process transfers; (c) to protect or enforce Lender’s legal rights; or (d) to comply with Lender’s obligations under applicable law, law enforcement or regulatory requests, or any judgment, order, injunction, decree or award rendered by a court or government agency.
Assignment; Binding effect
Borrower may not assign this Agreement, in whole or in part. Any purported assignment of this Agreement by Borrower in violation of this Section is null and void. Lender may assign these Terms, in whole or in part, at any time without notice to Borrower. This Agreement is binding upon and inures to the benefit of Borrower and Borrower’s heirs, administrators, executors, legal and personal representatives, and to Lender and its successors and assigns.
Waiver
Lender will not be deemed to have waived any rights under this Agreement unless such waiver is given in writing by Lender’s duly appointed representative. No delay or omission on Lender’s part in exercising any right will operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreement will not prejudice or constitute a waiver of Lender’s right to otherwise demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Borrower will constitute a waiver of any of Lender’s rights or of Borrower’s obligations as to any future transactions. Whenever Lender’s consent is required under this Agreement, the granting of such consent by Lender in any instance will not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the Lender’s sole discretion. If Lender accepts a late or partial payment or delays enforcement of Lender’s rights on any occasion, such acceptance or delay will not constitute a waiver by Lender of its rights under this Agreement and all amounts owed by Borrower under this Agreement will continue to become payable when due.
Entire Agreement
This Agreement constitutes the entire agreement between Lender and Borrower relating to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements or representations, whether oral or written, relating to the subject matter hereof, except that any promises, consents, or representations that Borrower has made in Borrower's loan application continues to be legally binding upon Borrower.
Severability
If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction in any jurisdiction, such provision will be deemed severable and the invalidity, illegality, or unenforceability thereof will not affect any other provision of this Agreement, nor invalidate or render unenforceable such provision in any other jurisdiction.
Governing Law and Jurisdiction
(a) If Borrower resides in Canada, this Agreement is governed by the laws of the province where Borrower resides as set out in the Disclosure Table and the federal laws of Canada applicable therein.
(b) Subject to applicable law, if Borrower resides anywhere else, this Agreement and all matters arising out of or related to this Agreement is governed by and construed in accordance with the laws of the Cayman Islands. Borrower hereby agrees that the courts of the Cayman Islands will have exclusive jurisdiction to hear and determine any action or proceeding arising out of or related to this Agreement and Borrower agrees to irrevocably submit to the jurisdiction of such courts.
Notices
Lender shall send Borrower all notices and communications in connection with this Agreement to the e-mail listed in Borrower’s Ledn Account. Borrower is responsible for keeping such e-mail up to date at all times. Borrower shall send Lender all notices and communications in connection with this Agreement to support@ledn.io or by using the “Support” button on the Ledn Platform.
Amendments
No alteration, amendment, or modification of any provision of this Agreement will be effective unless given in writing and agreed to by Lender and Borrower. Notwithstanding the foregoing, Lender may make any change or correction in this Agreement which is of a typographical nature or is required to cure or correct any ambiguity, defective or inconsistent provision, clerical omission, mistake, or manifest error contained in this Agreement.
Judgment Currency
If for the purposes of obtaining judgment in any court in any jurisdiction with respect to this Agreement it becomes necessary for Lender to convert into the currency of such jurisdiction (“Judgment Currency”) any amount due to Lender by Borrower from any currency other than the Judgment Currency, the conversion will be made at such exchange rate to be determined by Lender in its sole discretion, acting reasonably, prevailing on the business day before the day on which judgment is given. In the event that there is a change in such exchange rate prevailing between the business day before the day on which the judgment is given and the actual date of payment of the amount due, Borrower shall on the date of payment, pay such additional amounts, if any, or be entitled to receive reimbursement of such amount, if any, as may be necessary to ensure that the amount paid on such date is the amount in the Judgment Currency which when converted at such exchange rate prevailing on the date of payment is the amount then due under this Agreement in such Judgment Currency. Any additional amount due by Borrower under this Agreement will be due as a separate debt and will not be affected by judgment being obtained for any other sums due under or in respect of this Agreement.
Interpretation
Section headings in this Agreement are for convenience only and are not to be used to interpret the provisions of this Agreement. Unless the contrary is expressly stated, any reference to a period of “days” means calendar days and not business days. The word "including" in this Agreement is deemed to be followed by the words "without limitation." References in this Agreement (a) to other Ledn terms and conditions means such terms and conditions as amended from time to time, and (b) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder.
Language Clause
Lender and Borrower hereby confirm that it is their wish that this Agreement and any other document, including notices, arising out of or related to this Agreement be drawn up in the English language only.
El Prestamista y el Prestatario confirman por la presente su deseo de que este Acuerdo y cualquier otro documento, incluyendo las notificaciones, que surjan de este Acuerdo o estén relacionados con el mismo, sean redactados únicamente en idioma inglés.
O Emprestador e o Tomador do empréstimo confirmam pelo presente que desejam que este Contrato e qualquer outro documento, incluindo avisos, decorrentes ou relacionados a este Contrato, sejam redigidos somente no idioma inglês.
SCHEDULE “A”
Late charges: If Borrower's payment arrives more than 10 days after the date on which it is due and Borrower was not residing in Florida when Borrower executed the Agreement, Borrower may be charged a late fee equal to the greater of 2% of the past due payment or $25. If Borrower's payment arrives more than 10 days after the date on it is due and Borrower was residing in Florida when Borrower executed the Agreement, Borrower may be charged a late fee equal to $15.
Prepayment policy: Borrower may prepay the outstanding principal and all accrued and unpaid interest thereon at the rate expressed herein without penalty. Borrower will not be entitled to a refund of any part of the finance charge.
Borrower should review this Agreement for any additional information about nonpayment, default, any required repayment in full before the scheduled maturity date, collateral, and termination matters.
1. Amount given to Borrower directly:
2. Amount paid on Borrower's account: None
3. Amount paid to others on Borrower's behalf: None
4. Administration Fee US$ 0.00
5. Prepaid Finance Charge -US$ 0.00
Total
State and Federal Disclosures
Florida Residents: If, in the Truth in Lending Act Disclosure Statement above, the Amount Financed is $25,000 or less and the Annual Percentage Rate is 18% or more, then this loan is made pursuant to the Florida Consumer Finance Act.
Military Lending Act: The Military Lending Act provides protections for certain members of the United States Armed Forces and their dependents (“Covered Borrowers”). The provisions of this section apply to Covered Borrowers. United States federal law provides important protections to members of the Armed Forces and their dependents relating to extensions of consumer credit. In general, the cost of consumer credit to a member of the Armed Forces and his or her dependent may not exceed an annual percentage rate of 36%. This rate must include, as applicable to the credit transaction or account: (a) the costs associated with credit insurance premiums; (b) fees for ancillary products sold in connection with the credit transaction; (c) any application fee charged (other than certain application fees for specified credit transactions or accounts); and (d) any participation fee charged (other than certain participation fees for a credit card account). Before signing this Agreement, in order to hear important disclosures and payment information about this Agreement, Borrower may call +1-437-290-4040 ext. 103.
Loan Terms Disclosure Table
Annual Interest Rate 14.90 %
Administration Fee The Administration Fee for this Loan is US$ 0.00, calculated as the greater of US$ 0.00 or 0.00% of the Loan Amount.
Annual Percentage Rate 14.90 %
Funding Date (dd/mm/yyyy) Pending loan approval...
Term 12 months
Maturity Date (dd/mm/yyyy) Pending loan approval...
Payment Schedule One payment equal to the Outstanding Indebtedness (defined below) due on the Maturity Date.
Collateral Wallet Address As shown on the Ledn platform at platform.ledn.io
Collateral Management Custodied
Target LTV 50%
Margin Call LTV 70%
Liquidation LTV 80%
This USD Loan Agreement (this “Agreement”) sets forth the terms and conditions applicable to a standard digital asset-backed USD loan (“Standard Loan”) borrower (a “Standard Loan Borrower”) and a custodied digital asset-backed USD loan (“Custodied Loan”) borrower (a “Custodied Loan Borrower”). In this Agreement, the Standard Loan and Custodied Loan may be referred to as a “Loan.” The type of Loan that Borrower has under this Agreement is indicated in the Collateral Management row in the Disclosure Table above. If Borrower resides in the United States, please also see the Truth in Lending Act Disclosure Statement and State and Federal Disclosures in Schedule “A” attached hereto for additional important information.
Borrower acknowledges that the following additional Ledn terms and conditions are incorporated into this Agreement by reference: (a) Terms of Service, found at https://ledn.io/legal/terms-of-service; (b) Privacy Policy, found at https://ledn.io/legal/privacy-policy; (c) Risk Disclosure Statement, found at https://ledn.io/legal/risk-disclosure-statement; (d) Disclaimers, found at https://ledn.io/legal/disclaimers; and (e) Digital Asset Transaction Account Terms, found at https://ledn.io/legal/transaction-account-terms, which governs the terms of Borrower’s transaction account (“Transaction Account”) provided by Ledn Cayman SEZC Inc., a Cayman Islands special economic zone company registered as a Virtual Asset Service Provider with the Cayman Islands Monetary Authority (“Ledn Cayman”). Where used herein, “Ledn” refers to 21 Technologies Inc., a Cayman Islands exempted company, and/or its subsidiaries and affiliates, including the Lender and Ledn Cayman, as applicable.
The Lender
In this Agreement, “Lender”, and Borrower's sole and exclusive counterparty this Agreement, means: (a) in the case of a Standard Loan, SL I Company, a Cayman Islands exempted company; and (b) in the case of a Custodied Loan, Ledn Cayman SEZC Inc., a Cayman Islands special economic zone company.
The Loan
The loan application completed by Borrower on the Ledn platform is an offer by Borrower to Lender to be bound by this Agreement. Borrower is choosing to enter into either a Standard Loan or a Custodied Loan under this Agreement, as set forth in the Disclosure Table, based on Borrower’s selection in the loan application. This Agreement will not come into force and Lender will have no obligations to Borrower until Lender accepts it, as evidenced by Lender’s disbursement of the Loan Amount to Borrower. Lender will not accept this Agreement until all conditions herein have been satisfied in Lender’s sole discretion. Lender may notify Borrower at any time before acceptance of this Agreement that Borrower’s loan application is rejected. To the extent the loan application is required by any applicable law to be construed as an offer made by Lender for acceptance by Borrower, then the entering into of this Agreement and Lender’s obligation to disburse the Loan Amount is subject to Borrower fulfilling all condition precedents of Borrower as set out in this Agreement to Lender’s satisfaction, including Lender having received the Initial Collateral from Borrower prior to the Funding Date. This Loan is a fixed term, fixed credit, closed-end loan collateralized by Collateral defined below. All amounts repaid in respect of this Loan may not be reborrowed.
Repayment
Borrower promises to pay Lender the principal Loan Amount, accrued interest, applicable fees, and any other amounts that may become due and owing to Lender under this Agreement (“Outstanding Indebtedness”) in full on the Maturity Date. Borrower shall pay the Outstanding Indebtedness to Lender without withholding or deducting any taxes unless required by applicable law. If any such withholding or deduction of taxes is required, Borrower shall pay Lender such additional amount sufficient to ensure that Lender receives the total Outstanding Indebtedness that it would have received if no such withholding or deduction of taxes was required. Lender will apply all payments received from Borrower first to the Total Cost of Borrowing, then the remainder, if any, to reduce the principal Loan Amount. Borrower agrees that Lender’s internal records will, absent manifest error, serve for all purposes as conclusive evidence of Borrower’s Outstanding Indebtedness. All amounts that Borrower owes to Lender under this Agreement are payable unconditionally and without deduction and cannot be withheld or subjected to any defence or set-off by Borrower for any reason other than as expressly set forth in this Agreement.
Interest
The Annual Interest Rate applicable to the principal Loan Amount is set out in the Disclosure Table. Interest begins to accrue on the Funding Date and is calculated daily on a simple interest basis based on a 365-day year. Interest is not compounded. Interest accrues before, on, and after demand, default, maturity, or judgement until Borrower’s Outstanding Indebtedness is paid in full. If the Annual Interest Rate payable on the Loan Amount exceeds the maximum rate of interest permitted to be charged by Lender to Borrower under applicable law, such rate will be automatically reduced to the maximum rate of interest permitted to be charged under applicable law. To the extent that any excess interest has been received by Lender, Lender shall immediately credit such excess interest to Borrower’s Outstanding Indebtedness and refund Borrower any further excess amount. To the extent permitted by applicable law, any such crediting or refund shall not cure or waive any default by Borrower under this Agreement.
Collateral
(a) The Initial Collateral will be held in Borrower's Collateral Wallet Address (“Collateral Wallet”). In this Agreement, “Collateral” means the Initial Collateral and any Additional Collateral (as defined below) that Borrower may transfer to Lender in accordance with this Agreement from time to time. Borrower may transfer Collateral to the Collateral Wallet from Borrower’s Transaction Account or from an external wallet address that belongs to Borrower and not a third party, and with respect to the latter, Borrower hereby acknowledges that Lender is relying on such representation made by Borrower in providing Borrower with a Loan pursuant to this Agreement. Borrower acknowledges that a transfer of Collateral from Borrower’s external wallet address to the Collateral Wallet may not be settled and completed until (i) the transaction has been recorded in a block and eight (8) consecutive subsequent blocks referring back to such block, meaning nine (9) blocks in total have been added to the applicable blockchain; or (ii) the transaction has met a different protocol for a specific digital asset that Ledn has agreed to. Borrower also acknowledges that, by transferring Collateral from Borrower’s Transaction Account, Borrower is instructing and authorizing Ledn to make such transfer of Collateral from Borrower’s Transaction Account to Borrower’s Collateral Wallet.
(b) Borrower acknowledges and agrees that full legal and beneficial ownership of the Collateral will transfer to Lender when Borrower transfers such Collateral to the Collateral Wallet. Consequently, Borrower agrees that (i) any and all legal and beneficial right, title, and interest in and to the Collateral will vest in Lender free and clear of any liens, charges, claims, encumbrances, or any other interest Borrower or any third party may have; (ii) neither Lender nor any other person is safekeeping or administering such Collateral on Borrower’s behalf or otherwise providing any form of custodial service to Borrower in relation to such Collateral; and (iii) Lender’s obligation to Borrower in relation to such Collateral will be a contractual obligation to return an equivalent amount of Collateral to Borrower upon the termination of this Agreement, subject to Lender’s remedies and the set-off rights set out in Section 15, as applicable (“Return of Collateral”).
(c) All Collateral transferred by Borrower to the Collateral Wallet in accordance with this Agreement will initially be held in a custodial wallet for the benefit of Ledn at BitGo Trust Company, Inc., a trust company formed under the laws of South Dakota, or any other third-party custodian that Lender may appoint to provide digital asset safekeeping services for Lender from time to time (the “Custodian”). Lender may change the Custodian without prior notice to Borrower. Borrower acknowledges that Lender’s custodial wallet at the Custodian is opened and maintained for and on behalf of Lender and not Borrower.
(d) THIS SECTION 6(d) ONLY APPLIES TO A STANDARD LOAN. Standard Loan Borrower acknowledges and agrees that, subject to applicable law, Lender may lend, sell, invest, or otherwise transfer or use any amount of Collateral relating to a Standard Loan as Lender’s own and may hold such Collateral in Lender’s name or in another name, separately or together with other property, and without retaining in Lender’s possession and/or control a like amount of such Collateral (“Use of Standard Loan Collateral”). Standard Loan Borrower acknowledges that, in connection with Lender’s Use of Standard Loan Collateral pursuant to this Section 6(d): (i) Lender may receive compensation to which Standard Loan Borrower will have no entitlement whatsoever; and (ii) Collateral that is subject to Lender’s Use of Standard Loan Collateral may not always be held in Lender’s custodial wallet at the Custodian for and on behalf of Lender and may be transferred to other third parties.
(e) THIS SECTION 6(e) ONLY APPLIES TO A CUSTODIED LOAN. Custodied Loan Borrower acknowledges and agrees that, subject to applicable law, Lender may pledge Collateral relating to a Custodied Loan to another party (the “Pledgee”) for the sole purpose of obtaining funding for Custodied Loans (“Use of Custodied Loan Collateral”). Other than in connection with the Use of Custodied Loan Collateral, neither Lender nor any Pledgee may lend, sell, invest, or use any amount of Collateral relating to a Custodied Loan. Collateral relating to a Custodied Loan will be held in custody by either Pledgee or a third-party custodian for and on behalf of Pledgee or Lender. Otherwise, Collateral relating to a Custodied Loan will be held in Lender’s custodial wallet at the Custodian for and on behalf of Lender or in Lender’s Hot Wallets in accordance with Section 6(f).
(f) Notwithstanding any other provision of this Section 6, Collateral may from time to time be held by Lender in non-custodial wallets (“Hot Wallets”) outside of Lender’s Custodian for operational purposes. Borrower acknowledges that such Hot Wallets are controlled by Lender acting on its own behalf and neither Lender nor any other person is safekeeping or administering any Collateral or otherwise providing any form of custodial service to Borrower in relation to such Collateral that may be held in such Hot Wallets from time to time.
Collateral Valuation; Additional Collateral
(a) In this Agreement: (i) “Collateral Market Value” means the market value of the digital assets held in the Collateral Wallet as determined by Lender in its sole discretion. For the purposes of calculating the Collateral Market Value, Lender may take into account or disregard, in its sole discretion, the value of any new digital assets held in the Collateral Wallet created as the result of a fork or similar event. Lender will determine the Collateral Market Value in United States Dollars.; (ii) “LTV Ratio” means at any time, the ratio of the (A) Outstanding Indebtedness to the (B) Collateral Market Value; (iii) “Target LTV,” “Margin Call LTV,” and “Liquidation LTV” means the percentages set out in the Disclosure Table; (iv) “Triggering Event” means the occurrence of the LTV Ratio exceeding the Margin Call LTV; and (v) “Additional Collateral” means additional digital assets that is the same kind as the Initial Collateral that Borrower must deposit into the Collateral Wallet following a Triggering Event.
(b) Upon notice by Lender to Borrower, which may be by email or other electronic communication, that a Triggering Event has occurred, Borrower shall immediately deposit Additional Collateral into the Collateral Wallet in such amount as necessary to establish an LTV Ratio equal to or below the Target LTV. Notwithstanding anything to the contrary, no Additional Collateral will be deemed to be received by Lender or will impact the LTV Ratio of Borrower's Loan until such Additional Collateral is confirmed received by Lender and credited to Borrower’s Collateral Wallet.
(c) Ledn may provide optional features on the Ledn platform from time to time to enable Borrower to manage Collateral and maintain the LTV Ratio for a Loan. Borrower acknowledges that such optional features will be governed by separate terms and conditions in addition to this Agreement, including the Loan Collateral Automatic Top-up Terms, found at https://ledn.io/legal/auto-top-up-terms; and the Loan Collateral Redemption Terms, found at https://ledn.io/legal/collateral-redemption-terms.
Prepayments
Borrower may prepay the Outstanding Indebtedness, in full or in part, at any time without penalty.
Currency
All amounts expressed in this Agreement are in United States Dollars (“USD”). The Loan Amount will be disbursed to Borrower in USD and all amounts owing must be repaid in USD, unless otherwise agreed to between Lender and Borrower. If Lender disburses the Loan Amount, or if Borrower repays any amounts owing under this Agreement, in a different currency or in digital assets, Lender will convert such amounts at the applicable exchange rate then in effect at any of Lender’s payment processor platforms, recognized digital asset market exchanges, or through Lender’s regular arm’s-length over-the-counter trading counterparties at prevailing market prices. Lender may earn a spread on the difference between the buying and selling prices of fiat currencies or digital assets. In the case of a Standard Loan, any conversion of digital assets will be carried out by Ledn Cayman for and on behalf of Lender.
Payment Failure
Borrower agrees that Lender may assess Borrower a fee of US$20.00 if any attempted payment made to or by Borrower fails for any reason. The amount of any such fee will be added to Borrower’s Outstanding Indebtedness and is payable immediately on demand.
Renewals
(a) If Borrower does not pay Lender the Outstanding Indebtedness in full prior to the Maturity Date, Borrower acknowledges and agrees that Lender may, in its sole discretion, renew this Loan on the Maturity Date for an additional 12-month term at the then-current interest rate and loan terms applicable to Ledn loans as advertised on Ledn’s website. Such renewed loan will be governed by Lender’s then-current form of USD loan agreement that will be entered into between Lender and Borrower that sets out the details of the new loan, which will be made available to Borrower on the renewal date.
(b) For greater certainty, (i) if Borrower has entered into a Standard Loan, such Standard Loan may only be renewed as a Standard Loan on the Maturity Date in accordance with this Section; (ii) if Borrower has entered into a Custodied Loan, such Custodied Loan may only be renewed as a Custodied Loan on the Maturity Date in accordance with this Section.
(c) If this Agreement is not renewed, then Borrower shall pay Lender the Outstanding Indebtedness in full on the Maturity Date in accordance with the terms of this Agreement.
Borrower’s Representations, Warranties and Covenants
As a material inducement for Lender to enter into this Agreement and make the Loan to Borrower, Borrower hereby makes the following representations, warranties and covenants to Lender, and such representations, warranties and covenants are deemed to be made continuously for as long as the Loan is open:
(a) If Borrower is an individual, Borrower is the age of majority in Borrower’s jurisdiction of residence, and in any case, Borrower is at least 18 years old and has the capacity to enter into and perform Borrower’s obligations under this Agreement;
(b) If Borrower is a legal entity, (i) Borrower is duly formed, validly existing and in good standing under the laws of its jurisdiction of formation; (ii) Borrower has the legal capacity, power, or authority to own all of its property, carry on business, agree to this Agreement, and perform its obligations hereunder; (iii) Borrower is duly licensed and qualified and, if applicable, in good standing in each jurisdiction in which the nature of the business conducted by Borrower or the nature of the property owned or leased by Borrower requires such licensing or qualification; and (iv) Borrower has taken all necessary action to authorize the application for the Loan and the acceptance and performance of this Agreement and there are no provisions in any shareholder agreement or the constating documents which restricts or limits Borrower’s power to accept this Agreement;
(c) Borrower is not a resident of an Ineligible Jurisdiction as specified at https://ledn.io/legal/ineligible-jurisdictions;
(d) Borrower is not insolvent and is not subject to an act of insolvency, which means (i) the commencement by Borrower as debtor of any case or proceeding under any bankruptcy, insolvency, restructuring, winding up, reorganization, liquidation, moratorium, dissolution, delinquency or similar law, or Borrower seeking the appointment or election of a receiver, conservator, trustee, liquidator, restructuring officer, custodian or similar official for such Borrower or any substantial part of Borrower's property, or the convening of any meeting of creditors for purposes of commencing any such case or proceeding or seeking such an appointment or election; (ii) the commencement of any such case or proceeding against Borrower, which (A) is consented to or not timely contested by Borrower, (B) results in the entry of an order for relief, such an appointment or election, the issuance of such a protective decree or the entry of an order having a similar effect, or (C) is not dismissed within 15 days; (iii) the making by Borrower of a general assignment for the benefit of creditors; or (iv) the admission in writing by Borrower of its inability to pay its debts as they become due.
(e) No consent, approval, order, license or exemption from or filing with or registration with any governmental authority nor any approval of any other person, is or will be required as a condition to Borrower’s acceptance and performance of, and the validity or enforceability of, this Agreement;
(f) The entry into, and performance under, this Agreement does not (i) if Borrower is a legal entity, violate, contravene or conflict with any provision of any of Borrower‘s organizational, constitutive, operative, or governing documents, (ii) violate, contravene or constitute a default under any order, decree or judgment, or any provision of any applicable law, in each case applicable to the Collateral, (iii) violate, contravene or conflict with, result in a breach of or constitute (with notice or lapse of time or both) a default under, any agreement, mortgage, indenture or contract to which Borrower is a party or by which Borrower or any of its property is bound, or (iv) result in the creation or imposition of any lien of any kind on the Collateral;
(g) Borrower has good and marketable legal and beneficial title to all of Borrower’s Collateral, free and clear of any and all lien and claims of any person, and there is no agreement, option or other right or privilege outstanding or agreed to be created in favour of any person for the purchase or transfer from Borrower of any of Borrower’s Collateral, or the creation of any lien in Borrower’s Collateral. Borrower will not create or allow any lien or claims of any person on Borrower’s Collateral, other than those created by this Agreement. Borrower has the power to transfer the Collateral to Lender pursuant to this Agreement and there are no restrictions on the transfer of such Collateral, other than those created by this Agreement;
(h) There are no actions, suits, litigation or proceedings, at law or in equity, in progress, pending, or threatened by or against Borrower before any court, administrative agency or arbitrator or any other person which could affect Borrower’s ability to agree to this Agreement or affect Borrower’s Collateral, and Borrower is not aware of any existing grounds on which any such claim or proceeding might be commenced. Borrower is not in default with respect to any judgment, order, injunction, decree or award;
(i) Borrower is and will be in compliance with all applicable laws and Borrower will use the Loan Amount solely for lawful purposes;
(j) Borrower will notify Lender in writing prior to: (i) if Borrower is an individual, changing Borrower’s address of residence; or (ii) if Borrower is an entity, changing Borrower’s principal place of business or jurisdiction of formation;
(k) Neither Borrower nor, if applicable, any of Borrower’s affiliates or officers, directors, agents (i) has violated any applicable laws concerning or related to money laundering or financing terrorism, including the Proceeds of Crime Act (as revised) of the Cayman Islands (“AML/CFT Laws”); (ii) has engaged in any transaction, investment, undertaking or activity that conceals the identity, source or destination of the proceeds from any category of prohibited offenses designated by the Organization for Economic Co-operation and Development’s Financial Action Task Force on Money Laundering; (iii) is the target of any economic or financial sanctions or trade embargos administered by the United States of America or Canadian governments, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the United States Department of the State, or resides, is organized or chartered, or has a place of business in a country or territory subject to OFAC sanctions or embargo programs; (iv) is publicly identified as prohibited from doing business with the United States under the International Emergency Economic Powers Act or any other law; (v) conducts any business or engages in making or receiving any contribution of goods, services or money to or for the benefit of any person described in clauses (iii) or (iv) above; (vi) deals in, or otherwise engages in any transactions related to, any property or interests in property blocked pursuant to AML/CFT Laws; or (vii) engages in or conspires to engage in any transactions that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in AML/CFT Laws;
(l) None of Borrower’s Collateral represent proceeds of crime for the purposes of AML/CFT Laws and Borrower acknowledges that Lender may be required by AML/CFT Laws to disclose the Borrower’s name and other information relating to this Agreement. To the best of Borrower’s knowledge, Borrower’s Collateral (i) has not been or will not be derived from or related to any activity that is deemed criminal under the laws of the Cayman Islands or any other jurisdiction and (ii) is not being tendered by or on behalf of a person who has not been identified to Lender;
(m) None of the transactions contemplated hereby will violate any applicable laws governing transactions in controlled goods or technologies or dealings with countries, entities, organizations, or individuals subject to economic sanctions and similar measures, including, without limitation, the United States Trading with the Enemy Act, (ii) any of the foreign assets control regulations of the U.S. Treasury Department or any enabling legislation or executive order relating thereto (as amended, the "Department of Treasury Rule"), (iii) Executive Order No. 13224 (as amended, the "Terrorism Order"), or (iv) the United States Patriot Act and any regulations thereunder;
(n) Borrower and, as applicable, Borrower’s affiliates or officers, directors, brokers or agents and their affiliates are in compliance with applicable laws concerning or related to anti-bribery or anti-corruption, including, without limitation, the United States Foreign Corrupt Practices Act of 1977, the Cayman Islands Anti-Corruption Act (as revised) of the Cayman Islands and any regulations thereunder, and no such person is aware of or has taken any action, directly or indirectly, that would result in a violation by Borrower or, as applicable, Borrower’s respective directors, officers, agents or employees of such laws; and
(o) All information that Borrower provides to Lender in Borrower's loan application or in connection with this Agreement is true, non-misleading, accurate, and complete.
IF ANY OF THE REPRESENTATIONS AND WARRANTIES SET FORTH ABOVE ARE INACCURATE AS APPLIED TO BORROWER, BORROWER MUST NOT ENTER INTO THIS AGREEMENT AND MUST CONTACT LENDER AT SUPPORT@LEDN.IO.
Default
It is an event of default under this Agreement if any of the following occurs (each, an “Event of Default”):
(a) The LTV Ratio of Borrower’s Loan exceeds the Liquidation LTV;
(b) Borrower fails to pay Lender any amount owing under this Agreement when due;
(c) Borrower breaches any term, condition, representation, warranty, or covenant under this Agreement or any other present or future agreement between Lender and Borrower;
(d) Borrower becomes insolvent, commits an act of bankruptcy, is the subject of a receiving order or makes an assignment for the benefit of creditors, or Borrower dies;
(e) A change or development in applicable law in Borrower’s jurisdiction of residence or principal place of business results in Lender being unable to make, hold, or maintain Borrower’s Loan, unless such Loan can be grandfathered; or
(f) There is a threatened or actual (i) general suspension in the purchase, sale, or ownership of digital assets, including digital assets constituting the Collateral, under applicable law in Lender’s or Borrower’s jurisdiction of residence or principal place of business, or (ii) suspension in the purchase, sale, or ownership digital assets on at least 3 major international exchanges.
Lender’s Remedies
Upon the occurrence of an Event of Default, subject to any notice or other requirements under applicable law, Borrower’s Outstanding Indebtedness will immediately become due and payable and Lender may proceed to enforce payment and exercise, successively or concurrently, all rights and remedies available to Lender as a secured creditor.
Without limiting the generality of the foregoing, and subject to applicable law, Lender may (a) liquidate the Collateral, in whole or in part, by selling the Collateral on a recognized market exchange or through Lender’s arm’s-length over-the-counter trading counterparties at prevailing market prices; (b) deduct Lender’s expenses incurred in converting and disposing the Collateral from the proceeds of disposition; (c) demand payment from Borrower of any deficiency which exists after the net proceeds of disposition are credited against Borrower’s Outstanding Indebtedness; and (d) exercise any other right or remedy available to Lender at law. In the case of a Standard Loan, any liquidation of Collateral will be carried out by Ledn Cayman for and on behalf of Lender.
To the fullest extent permitted by applicable law, Borrower agrees to pay Lender all costs and expenses, including collection expenses, reasonable attorney fees, and court costs incurred by Lender in collecting Borrower’s Outstanding Indebtedness upon an Event of Default or otherwise in the enforcement of this Agreement.
Set-Off Rights
Borrower acknowledges and agrees that Lender has a right to, or cause Lender’s affiliate to, set-off or apply any Transferred Digital Assets in any or all of Borrower’s Transaction Accounts against any obligations that Borrower owes to Lender under this Agreement. Lender shall notify Borrower after such set-off right has been exercised, provided that the failure to give such notice will not affect the validity of such set-off.
Upon the occurrence of any bankruptcy, insolvency, restructuring, liquidation, or similar proceeding relating to Lender (an “Insolvency Event”) that results in Borrower becoming an unsecured creditor of Lender under applicable laws, Borrower will have the right to set-off or apply Borrower’s Outstanding Indebtedness payable to Lender as of the date of such Insolvency Event, against Lender’s obligation to make a Return of Collateral to Borrower pursuant to this Agreement.
Further Assurances
Borrower shall do all acts and things and execute and deliver, or cause to be executed and delivered, all agreements, documents, and instruments that Lender may require and take all further steps relating to the Loan, Collateral, and this Agreement as Lender may require from time to time.
Termination
This Agreement will terminate upon Borrower’s payment of the Outstanding Indebtedness in full and Borrower’s performance of all other obligations under this Agreement (the “Termination Date”). At such time, Lender shall, within 5 business days of the Termination Date, make a Return of Collateral (or any remaining portion thereof where Lender has exercised its right to liquidate Collateral pursuant to Section 14) to Borrower’s Transaction Account. Notwithstanding the foregoing, Borrower acknowledges that it may take more than 5 business days from the Termination Date for Borrower to actually receive such Return of Collateral.
Disclosure of Loan information
Borrower acknowledges that Lender may, in accordance with Lender’s Privacy Policy, disclose information about Borrower’s Loan and transactions to third parties: (a) with Borrower’s written permission; (b) where it is necessary to process transfers; (c) to protect or enforce Lender’s legal rights; or (d) to comply with Lender’s obligations under applicable law, law enforcement or regulatory requests, or any judgment, order, injunction, decree or award rendered by a court or government agency.
Assignment; Binding effect
Borrower may not assign this Agreement, in whole or in part. Any purported assignment of this Agreement by Borrower in violation of this Section is null and void. Lender may assign these Terms, in whole or in part, at any time without notice to Borrower. This Agreement is binding upon and inures to the benefit of Borrower and Borrower’s heirs, administrators, executors, legal and personal representatives, and to Lender and its successors and assigns.
Waiver
Lender will not be deemed to have waived any rights under this Agreement unless such waiver is given in writing by Lender’s duly appointed representative. No delay or omission on Lender’s part in exercising any right will operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreement will not prejudice or constitute a waiver of Lender’s right to otherwise demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Borrower will constitute a waiver of any of Lender’s rights or of Borrower’s obligations as to any future transactions. Whenever Lender’s consent is required under this Agreement, the granting of such consent by Lender in any instance will not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the Lender’s sole discretion. If Lender accepts a late or partial payment or delays enforcement of Lender’s rights on any occasion, such acceptance or delay will not constitute a waiver by Lender of its rights under this Agreement and all amounts owed by Borrower under this Agreement will continue to become payable when due.
Entire Agreement
This Agreement constitutes the entire agreement between Lender and Borrower relating to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements or representations, whether oral or written, relating to the subject matter hereof, except that any promises, consents, or representations that Borrower has made in Borrower's loan application continues to be legally binding upon Borrower.
Severability
If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction in any jurisdiction, such provision will be deemed severable and the invalidity, illegality, or unenforceability thereof will not affect any other provision of this Agreement, nor invalidate or render unenforceable such provision in any other jurisdiction.
Governing Law and Jurisdiction
(a) If Borrower resides in Canada, this Agreement is governed by the laws of the province where Borrower resides as set out in the Disclosure Table and the federal laws of Canada applicable therein.
(b) Subject to applicable law, if Borrower resides anywhere else, this Agreement and all matters arising out of or related to this Agreement is governed by and construed in accordance with the laws of the Cayman Islands. Borrower hereby agrees that the courts of the Cayman Islands will have exclusive jurisdiction to hear and determine any action or proceeding arising out of or related to this Agreement and Borrower agrees to irrevocably submit to the jurisdiction of such courts.
Notices
Lender shall send Borrower all notices and communications in connection with this Agreement to the e-mail listed in Borrower’s Ledn Account. Borrower is responsible for keeping such e-mail up to date at all times. Borrower shall send Lender all notices and communications in connection with this Agreement to support@ledn.io or by using the “Support” button on the Ledn Platform.
Amendments
No alteration, amendment, or modification of any provision of this Agreement will be effective unless given in writing and agreed to by Lender and Borrower. Notwithstanding the foregoing, Lender may make any change or correction in this Agreement which is of a typographical nature or is required to cure or correct any ambiguity, defective or inconsistent provision, clerical omission, mistake, or manifest error contained in this Agreement.
Judgment Currency
If for the purposes of obtaining judgment in any court in any jurisdiction with respect to this Agreement it becomes necessary for Lender to convert into the currency of such jurisdiction (“Judgment Currency”) any amount due to Lender by Borrower from any currency other than the Judgment Currency, the conversion will be made at such exchange rate to be determined by Lender in its sole discretion, acting reasonably, prevailing on the business day before the day on which judgment is given. In the event that there is a change in such exchange rate prevailing between the business day before the day on which the judgment is given and the actual date of payment of the amount due, Borrower shall on the date of payment, pay such additional amounts, if any, or be entitled to receive reimbursement of such amount, if any, as may be necessary to ensure that the amount paid on such date is the amount in the Judgment Currency which when converted at such exchange rate prevailing on the date of payment is the amount then due under this Agreement in such Judgment Currency. Any additional amount due by Borrower under this Agreement will be due as a separate debt and will not be affected by judgment being obtained for any other sums due under or in respect of this Agreement.
Interpretation
Section headings in this Agreement are for convenience only and are not to be used to interpret the provisions of this Agreement. Unless the contrary is expressly stated, any reference to a period of “days” means calendar days and not business days. The word "including" in this Agreement is deemed to be followed by the words "without limitation." References in this Agreement (a) to other Ledn terms and conditions means such terms and conditions as amended from time to time, and (b) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder.
Language Clause
Lender and Borrower hereby confirm that it is their wish that this Agreement and any other document, including notices, arising out of or related to this Agreement be drawn up in the English language only.
El Prestamista y el Prestatario confirman por la presente su deseo de que este Acuerdo y cualquier otro documento, incluyendo las notificaciones, que surjan de este Acuerdo o estén relacionados con el mismo, sean redactados únicamente en idioma inglés.
O Emprestador e o Tomador do empréstimo confirmam pelo presente que desejam que este Contrato e qualquer outro documento, incluindo avisos, decorrentes ou relacionados a este Contrato, sejam redigidos somente no idioma inglês.
SCHEDULE “A”
Late charges: If Borrower's payment arrives more than 10 days after the date on which it is due and Borrower was not residing in Florida when Borrower executed the Agreement, Borrower may be charged a late fee equal to the greater of 2% of the past due payment or $25. If Borrower's payment arrives more than 10 days after the date on it is due and Borrower was residing in Florida when Borrower executed the Agreement, Borrower may be charged a late fee equal to $15.
Prepayment policy: Borrower may prepay the outstanding principal and all accrued and unpaid interest thereon at the rate expressed herein without penalty. Borrower will not be entitled to a refund of any part of the finance charge.
Borrower should review this Agreement for any additional information about nonpayment, default, any required repayment in full before the scheduled maturity date, collateral, and termination matters.
1. Amount given to Borrower directly:
2. Amount paid on Borrower's account: None
3. Amount paid to others on Borrower's behalf: None
4. Administration Fee US$ 0.00
5. Prepaid Finance Charge -US$ 0.00
Total
State and Federal Disclosures
Florida Residents: If, in the Truth in Lending Act Disclosure Statement above, the Amount Financed is $25,000 or less and the Annual Percentage Rate is 18% or more, then this loan is made pursuant to the Florida Consumer Finance Act.
Military Lending Act: The Military Lending Act provides protections for certain members of the United States Armed Forces and their dependents (“Covered Borrowers”). The provisions of this section apply to Covered Borrowers. United States federal law provides important protections to members of the Armed Forces and their dependents relating to extensions of consumer credit. In general, the cost of consumer credit to a member of the Armed Forces and his or her dependent may not exceed an annual percentage rate of 36%. This rate must include, as applicable to the credit transaction or account: (a) the costs associated with credit insurance premiums; (b) fees for ancillary products sold in connection with the credit transaction; (c) any application fee charged (other than certain application fees for specified credit transactions or accounts); and (d) any participation fee charged (other than certain participation fees for a credit card account). Before signing this Agreement, in order to hear important disclosures and payment information about this Agreement, Borrower may call +1-437-290-4040 ext. 103.