MASTER LOAN AGREEMENT
Upon transferring any digital assets to a TrueFi Lending Portfolio managed by the Tighe Law Firm, P.C. (a “USDC.Homes Portfolio”), you hereby enter into this Master Loan Agreement (“MLA”) between you (the “Lender”) and the Tighe Law Firm, P.C., a Professional Corporation, (the “Borrower”). Subject to the terms and conditions of this MLA, if lending into a USDC.Homes Portfolio, Lender may, from time to time, lend digital assets to Borrower, and Borrower will pay a Loan Fee and return such digital assets to Lender (being repaid in the same form of digital assets as originally borrowed) at the end of the Portfolio’s term (the “Close Date”). The Borrower may use the loaned digital assets for any corporate purpose. In consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Lender and Borrower hereby agree as follows:
The Lender shall lend to the Borrower and the Borrower shall borrow from the Lender the sums of digital assets that Lender transfers to a USDC.Homes Portfolio (the “Loan Amount”). Each separate transfer of digital assets shall be a separate loan (a “Loan”) to the Borrower and governed by this MLA.
Each USDC.Homes Portfolio will pay Lender a certain variable interest rate as determined by the Tighe Law Firm, P.C. These interest rates are subject to change over time due to market forces, fees taken by the Tighe Law Firm, P.C. and the TrueFi Protocol, and other factors. The amount of fees taken by the Tighe Law Firm, P.C. (the “Manager Fee”) and the Protocol (the “Protocol Fee”) are subject to change over time and shall be made available within each Portfolio on www.app.truefi.io.
Repayment of Loan Amount
Lender shall be paid their Loan Amount plus any interest due at the Close Date. Lender shall not be able to withdraw any Loan Amounts or Interest before the Close Date.
If any one or more of the following events (“Events of Default”) shall occur and be continuing (and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body), the Lender may, at its option, declare the Loan to be immediately due and payable, whereupon the maturity of the then unpaid balance of the Loan shall be accelerated and the same, shall forthwith become due and payable without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived, anything contained herein or in this MLA to the contrary notwithstanding.
(a) If default shall be made in the due and punctual payment of the principal or interest under the Loan, when and as the same shall become due and payable, whether at maturity, by acceleration, or otherwise;
(b) If default shall be made in the performance or observance of, or shall occur under, any covenant, agreement, or other provision of this MLA or in any instrument or document delivered to the Lender in connection with or pursuant to this MLA, or if any such instrument or document shall terminate or become void or unenforceable without the written consent of the Lender;
(c) If default shall occur in the payment of any principal, interest, or other amount due with respect to any indebtedness for borrowed digital asset, subordinated debt or other debt of the Borrower or under any agreement or instrument under or pursuant to which any such indebtedness, subordinated debt, or other debt may have been issued, created, assumed, or guaranteed by the Borrower and such default shall continue for more than the grace period, if any, therein specified, or if any such indebtedness, subordinated debt, or other debt be declared due and payable prior to the stated maturity thereof;
(d) If any representation or warranty or any other statement of fact herein or in any writing, certificate, report, or statement at any time furnished to the Lender pursuant to or in connection with this Agreement, or otherwise, shall be false or misleading in any material respect;
(e) If the Borrower shall admit in writing its inability to pay its debts generally as they become due, file a petition in bankruptcy or a petition to take advantage of any insolvency act; make an assignment for the benefit of creditors; commence a proceeding for the appointment of a receiver, trustee, liquidator, or conservator of itself or of a whole or any substantial part of its property; file a petition or answer seeking reorganization or arrangement or similar relief under the United States federal bankruptcy laws or any similar law or statute of any state or country; or
(f) If the Borrower shall be adjudged a bankrupt; or a court of competent jurisdiction shall enter an order, judgment, or decree appointing a receiver, trustee, liquidator, or conservator of the Borrower or of the whole or any substantial part of its property, or approve a petition filed against the Borrower seeking reorganization or similar relief under the United States federal bankruptcy laws or any similar law or statute of any state or country, or if, under the provisions of any other law for the relief or aid of debtors, a court of competent jurisdiction shall assume custody or control of the Borrower or of the whole or any substantial part of its property; or if there is commenced against the Borrower any proceeding for any of the foregoing relief or if a petition in bankruptcy is filed against the Borrower and such proceeding or petition remains undismissed or unstayed for a period of ninety (90) days; or if the Borrower by any act indicates its consent to, approval of or acquiescence in any such proceeding or petition.
If any one or more Events of Default shall occur and be continuing, the Lender may proceed to protect and enforce its rights or remedies either by suit in equity or by action at law, or both, whether for the specific performance of any covenant, agreement or other provision contained herein, or in any document or instrument delivered in connection with or pursuant to this MLA, or to enforce the payment of the Loan Amount plus Interest as computed by the TrueFi Smart Contracts, or any other legal or equitable right or remedy.
No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or in any instrument or document delivered in connection with or pursuant to this MLA, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law or in equity or by statute, or otherwise.
No course of dealing between the Borrower and the Lender or any failure or delay on the part of the Lender in exercising any rights or remedies hereunder shall operate as a waiver of any rights or remedies of the Lender and no single or partial exercise of any rights or remedies hereunder shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder.
Lender and Borrower, each a Party, hereby make the following representations and warranties, which shall continue during the term of this MLA and any Loan hereunder:
(a) Each Party represents and warrants that (i) it has the power to agree to this MLA, to enter into the Loans contemplated hereby and to perform its obligations hereunder, (ii) it has taken all necessary action to authorize such execution, delivery and performance, and (iii) this MLA constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms.
(b) Each Party hereto represents and warrants that it has not relied on the other for any tax or accounting advice concerning this MLA and that it has made its own determination as to the tax and accounting treatment of any Loan, any Digital Asset, or other value received or provided hereunder.
(c) Each Party hereto represents and warrants that it is acting for its own account.
(d) Each Party hereto represents and warrants that it is a sophisticated party and fully familiar with the inherent risks involved in the transaction contemplated in this MLA, including, without limitation, risk of new financial regulatory requirements, potential loss of digital assets and risks due to volatility of the price of digital assets, and voluntarily takes full responsibility for any risk to that effect.
(e) Each Party represents and warrants that it is not insolvent and is not subject to any bankruptcy or insolvency proceedings under any applicable laws.
(f) Each Party represents and warrants there are no proceedings pending or, to its knowledge, threatened, which could reasonably be anticipated to have any adverse effect on the transactions contemplated by this Agreement or the accuracy of the representations and warranties hereunder or thereunder.
(g) Lender represents and warrants that it has, or will have at the time of the loan of any digital assets, the right to lend such digital assets subject to the terms and conditions hereof, and free and clear of all liens and encumbrances.
(h) Borrower represents and warrants that it has, or will have at the time of return of any digital assets, the right to transfer such digital assets subject to the terms and conditions hereof.
Lender shall be solely liable for, and shall defend, indemnify and hold harmless the Borrower and its affiliates and their respective officers, directors, managers, members, employees, agents, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind (including reasonable attorneys’ fees) arising out of, relating to or resulting from: (a) any grossly negligent or fraudulent act or omission to act by the Lender; or (b) the Lender’s breach of any representation, warranty, covenant, agreement or obligation under this Agreement.
All modifications or amendments to this MLA shall be effective when they are posted to the Website, and your continued use of the Website will serve as confirmation of your acceptance of any modification or amendment. If you do not agree with any modifications or amendments to this MLA, you must immediately withdraw your digital assets from all Lending Pools.
This MLA shall be construed in accordance with and governed by the laws of Texas.
This MLA shall be binding upon and inure to the benefit of the Lender and the Borrower and their successors and assigns.