Loan Collateral Automatic Top-up Terms
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Acceptance of Terms
The loan collateral automatic top-up feature allows for the automatic transfer of Additional Collateral from your Transaction Account to your Loan Collateral Wallet when the LTV Ratio of your active Ledn loan (“Loan”) reaches a certain level (“Auto Top-up”). By activating Auto Top-up for your Loan, you confirm that you have read, understood, and accept these Loan Collateral Automatic Top-up Terms ("Terms").
The provider of Auto Top-up and your sole and exclusive counterparty to these Terms is 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”).
You acknowledge that your Ledn USD Loan Agreement (“Loan Agreement”) is incorporated into these Terms by reference.
Capitalized terms used but not otherwise defined in these Terms have the meanings assigned to them under your Loan Agreement.
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Auto Top-up Requirements
You may turn on Auto Top-up for a Loan at any time if all of the following conditions are met:
(a) you have a Transaction Account;
(b) your Transaction Account balance is greater than 0; and
(c) the LTV Ratio of the Loan is less than the Margin Call LTV.
You may subsequently turn off Auto Top-up at any time for your Loan, provided that the LTV Ratio of such Loan is less than the Margin Call LTV.
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Auto Top-up process; Additional Collateral
Auto Top-up will take effect for your Loan upon the occurrence of a Triggering Event, provided that the LTV Ratio of such Loan is not equal to or greater than the Liquidation LTV. Notwithstanding the foregoing, if you have a Loan that was made as a result of the Celsius Refinancing (each a “Celsius Refinanced Loan”), then Auto Top-up will take effect when the LTV Ratio of your Celsius Refinanced Loan reaches 75% (the “Alternative Triggering Event"), provided that the LTV Ratio of such Celsius Refinanced Loan is not equal to or greater than the Liquidation LTV.
Upon the occurrence of a Triggering Event or Alternative Triggering Event, as applicable, Additional Collateral from your Transaction Account will be automatically transferred to your Loan Collateral Wallet in an amount necessary to establish an LTV Ratio for your Loan equal to or less than the Target LTV (“Full Collateral Top-up”). If there are insufficient digital assets in your Transaction Account to complete a Full Collateral Top-up, the outstanding balance in your Transaction Account will be transferred to your Loan Collateral Wallet to reduce the LTV Ratio of your Loan (“Partial Collateral Top-up”). Ledn will inform you of the success or failure of a Full Collateral Top-up or Partial Collateral Top-up via email. Notwithstanding anything to the contrary, no Additional Collateral will be deemed to be received by Ledn or will impact the LTV Ratio of your Loan until such Additional Collateral is confirmed by Ledn as being received and credited to your Loan Collateral Wallet.
If you activate Auto Top-up for more than one Loan, Additional Collateral will be transferred into each Loan Collateral Wallet in a sequence prioritizing the Loan that is first affected by a Triggering Event or Alternative Triggering Event, as applicable. Auto Top-up will continue to apply to any Loan that is refinanced or renewed in accordance with your Loan Agreement, unless you turn off Auto Top-up for such Loan.
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Disclaimer of Liability
To the maximum extent permitted by applicable law, in no event will Ledn Cayman or any of its affiliates or service providers, and their respective officers, directors, employees, agents, representatives, and shareholders (collectively, “Ledn Service Providers”) be liable to you or any third party for any direct, indirect, punitive, exemplary, special, consequential, incidental, or similar damages arising out of or related to your use of Auto Top-up and these Terms, including loss of revenue, profits, goodwill, opportunity, data, or information, or diminution in value of the Collateral, whether based in contract, tort, negligence, or otherwise, and even if such Ledn Service Providers have been advised of or should have known of the possibility of such damages.
The Ledn Service Providers do not guarantee continuous, uninterrupted, or secure access to Auto Top-up. You are responsible for maintaining adequate security and control of any and all IDs, passwords, hints, or any other codes that you use to access Auto Top-up on the Ledn platform. Any loss or compromise of the foregoing information and/or your personal information by you may result in unauthorized access to your Ledn Account and the Ledn Service Providers will not be responsible for any loss or damage that you may incur as a result.
Ledn Cayman may, in its sole discretion: (i) restrict your ability to use Auto Top-up to transfer Additional Collateral from your Transaction Account to your Loan Collateral Wallet; (ii) suspend the availability of Auto Top-up; (iii) change, update, remove, cancel, suspend, disable, or discontinue any features or components of Auto Top-up; or (iv) amend these Terms. You acknowledge that, despite Ledn Cayman making this optional Auto Top-up feature available to you, you continue to be bound by your Loan Agreement and all of your obligations related to the maintenance of your Loan’s LTV Ratio therein.
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Waiver
Ledn Cayman will not be deemed to have waived any rights under these Terms unless such waiver is given in writing by Ledn Cayman’s duly appointed representative. No delay or omission on Ledn Cayman’s part in exercising any right will operate as a waiver of such right or any other right. A waiver by Ledn Cayman of a provision of these Terms will not prejudice or constitute a waiver of Ledn Cayman’s right otherwise to demand strict compliance with that provision or any other provision of these Terms. No prior waiver by Ledn Cayman, nor any course of dealing between Ledn Cayman and you will constitute a waiver of any of Ledn Cayman’s rights or of your obligations as to any future transactions. Whenever Ledn Cayman’s consent is required under these Terms, the granting of such consent by Ledn Cayman 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 Ledn Cayman’s sole discretion.
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Entire Agreement
These Terms constitute the entire agreement between you and Ledn Cayman relating to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, or representations, whether oral or written, relating to the subject matter hereof, including any previous versions of these Terms.
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Severability
If any provision of these Terms 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 these Terms, nor invalidate or render unenforceable such provision in any other jurisdiction.
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Governing Law and Jurisdiction
These Terms and all matters arising out of or related to these Terms are governed by and construed in accordance with the laws of the Cayman Islands.
You hereby agree 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 these Terms and you agree to irrevocably submit to the jurisdiction of such courts.
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Paramountcy
To the extent there exists any conflict between any provision in these Terms and your Loan Agreement, the provision in your Loan Agreement will govern to the extent of such conflict. For greater certainty, a conflict will not be deemed to exist if either these Terms or your Loan Agreement provides for a matter that the other does not.
Last updated: 02/12/2024