> For the complete documentation index, see [llms.txt](https://quantixfinance.gitbook.io/quantixfinance-docs/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://quantixfinance.gitbook.io/quantixfinance-docs/legal/borrower-mla.md).

# Borrower MLA

This Master Loan Agreement (the "**Agreement**") is entered into by and between *\[Quantix lending entity — full legal name and company number]*, a company incorporated under the laws of *\[jurisdiction]* (the "**Lender**"), and the borrower identified in the applicable Loan Schedule (the "**Borrower**"), and is effective as of the date of the Borrower's acceptance (the "**Effective Date**").

#### 1. Purpose and structure

1.1 This Agreement establishes the general terms on which the Lender may, from time to time, extend one or more credit facilities to the Borrower. It is a master agreement: it does not itself commit the Lender to advance any amount.

1.2 Each individual facility is documented by a loan schedule executed or accepted by the parties (a "**Loan Schedule**"), which sets out the commercial terms of that facility, including principal or commitment amount, tenor, cost of capital, collateral, and any facility-specific covenants. Each Loan Schedule incorporates this Agreement by reference and, together with this Agreement, constitutes a separate binding loan (a "**Loan**").

1.3 In the event of a conflict between this Agreement and a Loan Schedule, the Loan Schedule governs for the Loan to which it relates.

#### 2. Definitions

2.1 In this Agreement: "**Collateral**" means any asset pledged, transferred, or otherwise provided as security for a Loan under Clause 6; "**Cost of Capital**" means the rate or return payable by the Borrower as set out in the relevant Loan Schedule; "**Event of Default**" has the meaning given in Clause 9; "**Facility**" means a credit facility made available under a Loan Schedule; "**Master Loan Agreement**" means this Agreement; "**Obligations**" means all present and future payment and performance obligations of the Borrower under the Finance Documents; "**Finance Documents**" means this Agreement, each Loan Schedule, and each security or ancillary document entered into in connection with a Loan; and "**Settlement Asset**" means the asset in which a Loan is advanced and repaid, as specified in the relevant Loan Schedule.

#### 3. Drawdown

3.1 Subject to the conditions precedent in Clause 8 and the terms of the applicable Loan Schedule, the Borrower may request an advance (a "**Drawdown**") in accordance with the mechanics set out in that Loan Schedule.

3.2 For a term facility, the Borrower draws the principal as provided in the Loan Schedule. For a revolving facility, the Borrower may draw, repay, and redraw amounts up to the committed limit during the availability period, and Cost of Capital accrues only on amounts outstanding.

3.3 The Lender may decline a Drawdown request that does not satisfy the conditions of this Agreement or the relevant Loan Schedule, or that would cause a limit or covenant to be breached.

#### 4. Interest, fees, and payments

4.1 The Borrower shall pay the Cost of Capital on outstanding principal at the rate and on the dates set out in the applicable Loan Schedule.

4.2 The Borrower shall pay the fees specified in the Loan Schedule, which may include underwriting or origination fees.

4.3 All payments by the Borrower shall be made in the Settlement Asset, in full and without set-off, counterclaim, or deduction, to the account or address specified by the Lender.

4.4 Any amount not paid when due shall bear default interest at the rate specified in the Loan Schedule from the due date until payment, both before and after judgment.

#### 5. Repayment and prepayment

5.1 The Borrower shall repay each Loan in accordance with the repayment terms in the relevant Loan Schedule, whether by scheduled instalments, at maturity, or on demand where the Loan Schedule so provides.

5.2 The Borrower may prepay a Loan in whole or in part on the terms set out in the Loan Schedule, including any notice requirement or prepayment fee.

#### 6. Collateral and security

6.1 Where a Loan Schedule specifies that a Loan is secured, the Borrower shall provide and maintain the Collateral described in that Loan Schedule, free of competing security except as permitted.

6.2 The Borrower shall maintain the collateral coverage ratio specified in the Loan Schedule. If the value of the Collateral falls such that the coverage ratio is not maintained, the Borrower shall, within the period specified, post additional Collateral or reduce the outstanding principal to restore the required ratio.

6.3 On the occurrence of an Event of Default, the Lender may enforce its security and realize the Collateral, applying the proceeds against the Obligations, subject to any cap on liquidation per default specified in the Loan Schedule and to applicable law.

#### 7. Representations and warranties

7.1 The Borrower represents and warrants, on the Effective Date and on the date of each Drawdown, that: it is duly organized and validly existing; it has the power and authority to enter into and perform the Finance Documents; the Finance Documents constitute its legal, valid, and binding obligations; its entry into and performance of the Finance Documents do not conflict with any law or agreement binding on it; all information provided to the Lender, including in connection with underwriting and KYC/KYB, is true, complete, and not misleading; and no Event of Default is continuing.

#### 8. Conditions precedent

8.1 The Lender is not obliged to permit a Drawdown unless it has received, in form and substance satisfactory to it: this Agreement and the relevant Loan Schedule, duly executed or accepted; evidence of the Borrower's completion of KYC and KYB in accordance with the KYC Policy; any Collateral required by the Loan Schedule, duly provided; and such other documents or evidence as the Loan Schedule specifies.

#### 9. Covenants

9.1 **Information covenants.** The Borrower shall provide the Lender with the financial and other information specified in the Loan Schedule, including periodic financial statements (and, unless otherwise specified, monthly financial information), and shall promptly notify the Lender of any Event of Default or any event likely to become one.

9.2 **General covenants.** The Borrower shall: comply in all material respects with applicable laws, including sanctions and anti-money-laundering laws; maintain its legal existence and required authorizations; use the proceeds of each Loan only for the purpose stated in the Loan Schedule; and observe the financial and negative covenants set out in the Loan Schedule.

#### 10. Events of Default

10.1 Each of the following is an Event of Default: (a) **non-payment** — the Borrower fails to pay any amount when due and, where the failure is administrative or technical, does not remedy it within the grace period specified in the Loan Schedule; (b) **breach of other obligations** — the Borrower fails to comply with any other provision of the Finance Documents and, if capable of remedy, does not remedy it within the cure period specified; (c) **misrepresentation** — a representation proves to have been incorrect or misleading in a material respect when made; (d) **collateral shortfall** — the Borrower fails to restore a required coverage ratio within the period allowed; (e) **insolvency** — the Borrower is or is deemed unable to pay its debts, suspends payments, or is subject to insolvency or analogous proceedings; (f) **cross-default** — any other financial indebtedness of the Borrower becomes due early or is not paid when due, above the threshold specified in the Loan Schedule; and (g) any other event specified as an Event of Default in the Loan Schedule.

#### 11. Remedies

11.1 On and at any time after the occurrence of a continuing Event of Default, the Lender may, by notice to the Borrower: declare all or part of the Loans, together with accrued Cost of Capital and all other amounts, immediately due and payable; enforce any security and realize the Collateral in accordance with Clause 6; and exercise any other right or remedy available to it under the Finance Documents or applicable law.

11.2 The rights of the Lender under the Finance Documents are cumulative and not exclusive of any rights provided by law.

#### 12. Compliance

12.1 The Borrower shall at all times comply with the KYC Policy and with applicable sanctions and anti-money-laundering laws, and shall provide such information and documentation as the Lender reasonably requires to meet its own compliance obligations.

#### 13. Confidentiality

13.1 Each party shall keep confidential the non-public information it receives under the Finance Documents, except disclosures required by law or regulation, made to professional advisers under a duty of confidence, or expressly permitted by the disclosing party.

#### 14. Assignment

14.1 The Borrower may not assign or transfer any of its rights or obligations under the Finance Documents without the Lender's prior written consent. The Lender may assign or transfer its rights in accordance with the terms of the Loan Schedule and applicable law.

#### 15. Notices

15.1 Notices under this Agreement shall be given in writing to the contact details specified in the Loan Schedule and are effective on receipt.

#### 16. Governing law and dispute resolution

16.1 This Agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws of *\[governing-law jurisdiction]*.

16.2 The parties submit to *\[the exclusive jurisdiction of the courts of \[jurisdiction] / the following arbitral forum and rules]* for the resolution of any dispute arising out of or in connection with this Agreement. *\[Counsel to select courts vs. arbitration and complete.]*

#### 17. Miscellaneous

17.1 If any provision is or becomes illegal, invalid, or unenforceable, that shall not affect the legality, validity, or enforceability of the remaining provisions.

17.2 No failure or delay by the Lender in exercising any right is a waiver of it.

17.3 The Finance Documents constitute the entire agreement between the parties in relation to their subject matter.

17.4 This Agreement may be executed or accepted electronically and in counterparts, each of which is an original and all of which together constitute one agreement.