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Schedule
Schedule to the 2002 Master Agreement (“Agreement”) is entered into on the date of on-chain execution and is made between
Votre Inc., a corporation organized under the laws of Delaware (“Platform”)
The “Borrower”, being the individual or entity designated in the Votre's smart contract as loan.borrower whose digital signature appears in the on-chain transaction; and
Note: By engaging in any Transaction through the Platform, the Borrower agrees to the terms of this Schedule, which is deemed incorporated by reference into all Transactions and forms part of the Master Agreement between the Borrower and the Platform. No signature is required for enforceability.
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PART 1: Termination Provisions
- “Specified Entity” means, in relation to Party A, for the purpose of:
Section 5(a)(v), none;
Section 5(a)(vi), none;
Section 5(a)(vii), none; and
Section 5(b)(v), none;
and, in relation to Party B, for the purpose of:
Section 5(a)(v), none;
Section 5(a)(vi), none;
Section 5(a)(vii), none; and
Section 5(b)(v), none.
The “Cross-Default” provisions of Section 5(a)(vi) will not apply to the Platform or Borrower.
The “Credit Event Upon Merger” provisions of Section 5(b)(v) will not apply to the Platform or Borrower
The “Automatic Early Termination” provision of Section 6(a) will not apply to the Platform or Borrower
“Termination Currency” means USDC.
Additional Termination Event will not apply.
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PART 2: Tax Representations
- Payer Tax Representations.
For the purpose of Section 3(e) of this Agreement, the Platform and the Borrower each represent that they are not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h) of this Agreement) to be made to the other party under this Agreement. In making this representation, each party may rely on:
(i) the accuracy of any representations made by the other party pursuant to Section 3(f) or 3(g);
(ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii), and the accuracy and effectiveness of any document provided pursuant thereto; and
(iii) the satisfaction of the other party’s agreement in Section 4(d); except that it will not be a breach of this representation where reliance is placed on (ii) and the other party does not deliver a form or document under Section 4(a)(iii) due to material prejudice to its legal or commercial position.
- Payee Tax Representations. For the purpose of Section 3(f) of this Agreement:-
(i) The Platform is a corporation organized under the laws of the State of Delaware.
(ii) The Borrower represents that it is a legal entity or individual subject to and in compliance with the applicable tax laws of its jurisdiction and agrees to provide appropriate documentation (e.g., IRS Form W-9 or W-8 series, as applicable) upon request.
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PART 3: Agreement to Deliver Documents
For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Master Agreement, each party agrees to deliver the following documents, as applicable:
Tax forms, documents or certificates to be delivered are:
The parties agree that the delivery of tax forms, documents, or certificates required in this section will not be considered to materially prejudice the legal or commercial position of either party under Section 4(a)(iii).
- Other documents to be delivered are:
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PART 4: Miscellaneous
- Addresses for Notices.
(i) Notices relating to any Transaction should be sent to the contact details provided by the relevant party in the applicable Confirmation (or, if not specified, the party’s general contact info on record).
(ii) Notices under Section 5 (Events of Default) or Section 6 (Early Termination) must be sent to the contact details on file and accompanied by a copy sent to the Borrower’s designated email address, which shall not constitute formal notice.
(iii) Borrowers agree to maintain up-to-date contact details via the Platform and acknowledge that electronic notice suffices for the purposes of this Agreement.
- Process Agent. For the purpose of Section 13(c) of this Agreement:
Platform appoints as its Process Agent: Not applicable.
Borrower appoints as its Process Agent: Not applicable.
Offices. The provisions of Section 10(a) will apply to this Agreement.
Multibranch Party. For the purpose of Section 10 of this Agreement:
Platform is not a Multibranch Party.
Borrower is not a Multibranch Party.
Calculation Agent. The Calculation Agent is the Platform.
Credit Support Document. Details of any Credit Support Document:
In relation to Platform and Borrower, any credit support annex and any other document which by its terms secures, guarantees or otherwise supports either or both parties’ obligations under this Agreement, and each amendment, supplement, modification, renewal, replacement, consolidation, substitution, and extension of the foregoing.
- Credit Support Provider.
Credit Support Provider means, in relation to Platform, not applicable.
Credit Support Provider means, in relation to Borrower, not applicable.
- Governing Law and Jurisdiction. Sections 13(a) and (b) of the Agreement are deleted in their entirety and replaced with the following:
(i) Governing Law. This Agreement and any non-contractual obligations arising out of or in connection with it will be governed by and construed in accordance with the laws of the State of New York without reference to the choice of law doctrine that would result in application of the laws of another jurisdiction.
(ii) Jurisdiction. With respect to any dispute, claim, difference or controversy arising out of, relating to or having any connection with this Agreement, including any dispute as to its existence, validity, interpretation, performance, breach or termination or the consequences of its nullity and any dispute relating to any non-contractual obligations arising out of or in connection with it (“Proceedings”), each party irrevocably:-
submits to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City;
waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party; and
agrees, to the extent permitted by applicable law, that the bringing of Proceedings in any one or more jurisdictions will not preclude the bringing of Proceedings in any other jurisdiction.”
Netting of Payments. The “Multiple Transaction Payment Netting” provisions of Section 2(c) shall not apply.
No Agency. The provisions of Section 3(g) of this Agreement will apply to this Agreement.
Additional Representation will apply. For the purpose of Section 3 of this Agreement, the following will each constitute an Additional Representation that each party makes to the other party (which representation will be deemed to be repeated by each party on each date on which a Transaction is entered into):
(i) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction, it being understood that information and explanations related to the terms and conditions of a Transaction will not be considered investment advice or a recommendation to enter into that Transaction. No communication (written or oral) received from the other party will be deemed to be an assurance or guarantee as to the expected results of that Transaction.
(ii) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes, the risks of that Transaction.
(iii) Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of that Transaction.
(iv) Eligible Contract Participant. It is an “eligible contract participant”, as defined in Section 1a(18) of the U.S. Commodity Exchange Act, 7 U.S.C. § 1a(18), and implementing regulations adopted by the U.S. Commodity Futures Trading Commission (“CFTC”).
Recording of Conversations. Each party (i) consents to the recording of telephone conversations between the trading, marketing and other relevant personnel of the parties and their Affiliates in connection with this Agreement or any potential Transaction, (ii) agrees to obtain any necessary consent of, and give any necessary notice of such recording to, its relevant personnel and (iii) agrees, to the extent permitted by applicable law and subject to applicable defenses, that recordings may be submitted in evidence in any Proceedings.
Absence of Litigation. For the purpose of Section 3(c) of this Agreement:
“Specified Entity” means, in relation to Platform, none.
“Specified Entity” means, in relation to Borrower, none.
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PART 5: Other Provisions
Change of Account. Section 2(b) of this Agreement is hereby amended by the addition of the following after the word “delivery” in the first line thereof: “to another account in the same legal and tax jurisdiction as the original account”.
Inconsistency. In the event of any inconsistency between any of the following documents, the relevant document first listed below shall govern: (i) a Confirmation; (ii) the ISDA Credit Support Annex, (iii) the Schedule to the ISDA Master Agreement (iv) the ISDA Definitions; and (v) the printed form of ISDA Master Agreement.
WAIVER OF JURY TRIAL. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY CREDIT SUPPORT DOCUMENT. EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY OR ANY CREDIT SUPPORT PROVIDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH A SUIT, ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND PROVIDE FOR ANY CREDIT SUPPORT DOCUMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
Severability. In the event that one or more of the provisions contained in this Agreement should be held invalid, illegal, or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The parties shall endeavor, in good faith negotiations, to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which come as close as possible to that of the invalid, illegal or unenforceable provisions.
No Plan Assets. the Borrower represents and warrants (which representations and warranties will be deemed repeated by the Borrower at all times until the termination of this Agreement) that the Borrower is not (i) an employee benefit plan, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and subject to Title I of ERISA, (ii) a plan as defined in and subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), (iii) a plan subject to any other law, rule or restriction that is substantially similar to ERISA or Section 4975 of the Code (“Similar Law”) (each of the foregoing employee benefit plans or plans, a “Plan”) or (iv) a person or entity any of the assets of which constitute assets of any such Plan within the meaning of ERISA, Section 4975 of the Code, or Similar Law, as applicable. the Borrower will provide notice to Platform in the event that the Borrower is aware that it is in breach of any aspect of the foregoing representations and warranties, or is aware that, with the passing of time, giving of notice, or expiry of any applicable grace period, it will breach these foregoing representations and warranties or that such representations and warranties are or will be untrue.
Form of Master Agreement. The parties hereby agree that the text of the Master Agreement is intended to be the printed form of 2002 ISDA Master Agreement as published and copyrighted by the International Swaps and Derivatives Association, Inc.
Withholding Tax imposed on payments to non-US counterparties under the United States Foreign Account Tax Compliance Act. “Tax” as used in Part 2(a) of this Schedule (Payer Tax Representation) and “Indemnifiable Tax” as defined in Section 14 of this Agreement shall not include any U.S. federal withholding tax imposed or collected pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (a “FATCA Withholding Tax”). For the avoidance of doubt, a FATCA Withholding Tax is a Tax the deduction or withholding of which is required by applicable law for the purposes of Section 2(d) of this Agreement.
Confirmation Procedures. Upon receipt of each Confirmation sent by Platform, Borrower shall examine the terms thereof, and unless Borrower objects to the terms within one Local Business Day after receipt of that Confirmation, those terms shall be deemed accepted and correct absent manifest error, in which case that Confirmation will be sufficient to form a binding supplement to this Agreement notwithstanding Section 9(e)(ii) of this Agreement.
Counterparts and Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. Electronic signatures complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law will be deemed original signatures for purposes of this Agreement. Transmission by telecopy, electronic mail or other transmission method of an executed counterpart of this Agreement will constitute due and sufficient delivery of such counterpart.
Dodd-Frank Reporting. Platform and Borrower agree, as a term of the Transaction, that Platform is the reporting party for all reporting required by the “reporting counterparty” pursuant to Parts 43 and 45 of the CFTC’s regulations.
Disclosure. Notwithstanding any non-disclosure, confidentiality or other similar agreement, obligation, or requirement between the parties, Borrower hereby acknowledges and agrees that Platform may disclose information to a swap data repository and relevant regulators, and Borrower waives, to the extent necessary to permit such disclosure, any obligation of confidentiality which would otherwise bar or restrict such disclosure. Additionally, Borrower hereby agrees to promptly provide Platform with such information as Platform may reasonably request from time to time to comply with the reporting requirements under Parts 43 and 45 of the CFTC’s regulations.