AB-LEGAL-007 — Alta Bank Loan Agreement (Template)

LOAN AGREEMENT

(Secured / Unsecured Term Loan)

between

Alta Bank N.V.

(the "Lender")

and

\[BORROWER NAME\]

(the "Borrower")

Dated: \[DATE\]

RECITALS

WHEREAS, the Lender is a registered company under the laws of the [GOVERNING JURISDICTION / SERVER] with the capacity to extend credit;

WHEREAS, the Borrower desires to obtain a loan from the Lender for the purposes specified in the Loan Terms Schedule;

WHEREAS, the Lender is willing to extend such loan to the Borrower on the terms and conditions set forth herein;

WHEREAS, the parties intend that this Agreement shall constitute a legally binding contract governed by the applicable contract rules, court procedures, and related laws of the [GOVERNING JURISDICTION / SERVER];

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ROLEPLAY AND VIRTUAL ECONOMY NOTICE

This Agreement is intended for use within Minecraft, Discord, roleplay communities, virtual economies, and related online environments.

Unless Alta Bank expressly states otherwise in writing:

1. this Agreement does not create a real-world bank loan;
2. Alta Bank is not acting as a real-world bank or licensed real-world lender;
3. the Loan, Collateral, payments, balances, defaults, remedies, and enforcement rights relate to in-game, fictional, simulated, or roleplay value only;
4. enforcement is intended to occur through Alta Bank systems, applicable platform rules, server rules, Discord/community procedures, and any recognized roleplay court or dispute process; and
5. nothing in this Agreement creates real-world banking, investment, securities, credit, or legal advice.

The Borrower acknowledges that the Loan is a roleplay/virtual economy transaction unless expressly stated otherwise in writing.

ARTICLE 1: DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement, unless the context otherwise requires, the following terms shall have the following meanings:

• "Agent" means a third party holding Collateral on behalf of either the Borrower or the Lender pursuant to a written agency agreement.
• "Agreement" means this Loan Agreement, including the Loan Terms Schedule and all amendments hereto.
• "Bankruptcy" means the filing of a bankruptcy petition by or against the Borrower, the commencement of any insolvency proceeding, the making of a general assignment for the benefit of creditors, or any similar proceeding under the Bankruptcy legislation.
• "Collateral" means any and all security interests, pledges, guarantees, or property securing this Loan, as described in the Loan Terms Schedule, including both Current Collateral and Future Collateral.
• "Collateral Pool" means the aggregate of all Collateral securing this Loan at any given time.
• "Current Collateral" means Collateral that exists and is in the possession of the Borrower, Lender, or an Agent as of the date of this Agreement.
• "Default" means an Event of Default as defined in Section 8.1.
• "Default Interest Rate" means the interest rate applicable upon an Event of Default, as specified in the Loan Terms Schedule.
• "Double-Pledging" means the act of pledging the same Collateral as security for more than one loan or obligation without the express written consent of all affected lenders.
• "Fraudulent Transfer" means any transfer, conveyance, assignment, or disposition of assets made by the Borrower with actual intent to hinder, delay, or defraud creditors, or made for inadequate consideration while the Borrower was insolvent or that renders the Borrower insolvent.
• "Future Collateral" means Collateral that does not currently exist or is not currently in the possession of the Borrower, Lender, or Agent, but which the Borrower agrees to acquire using Loan proceeds and immediately pledge to the Lender upon acquisition.
• "Insolvency" means the state defined in Section 3(1)(c) of the [APPLICABLE BANKRUPTCY / INSOLVENCY LAW], including when the Borrower's liabilities exceed the fair value of their assets by 25% or when the Borrower is generally not paying debts as they become due.
• "Interest Rate" means the annual interest rate applicable to the Outstanding Principal, as specified in the Loan Terms Schedule.
• "Late Payment Interest" means additional interest charged per day per payment when the Borrower fails to make a scheduled payment when due, as specified in the Loan Terms Schedule.
• "Lender" means Alta Bank N.V., an Alta Bank entity operating under Alta Group N.V. and the rules of the applicable governing jurisdiction.
• "Loan" means the loan extended by the Lender to the Borrower pursuant to this Agreement.
• "Loan Terms Schedule" means the schedule setting forth the specific terms of this Loan as outlined in Article 2\.
• "Margin Call" means a demand by the Lender for additional Collateral pursuant to Section 7.7.
• "Maturity Date" means the date on which all Outstanding Principal and accrued interest becomes due and payable in full, as specified in the Loan Terms Schedule.
• "Outstanding Principal" means, at any time, the principal amount of the Loan that has been disbursed and not yet repaid.
• "Principal" means the principal amount of the Loan as specified in the Loan Terms Schedule.
• "Secured Loan" means a Loan secured by Collateral.
• "Unsecured Loan" means a Loan not secured by any Collateral.
• "Use Restrictions" means any limitations on the Borrower's use of Loan proceeds, as specified in the Loan Terms Schedule.
• "Company Member" means a user invited through Alta’s in-progress company membership feature to an organization’s Alta workspace. A Company Member receives the full company access described in the applicable Alta product terms; the platform does not assign granular role permissions.

1.2 Interpretation

In this Agreement, unless the context otherwise requires:

1\. Words importing the singular include the plural and vice versa;

2\. References to Articles and Sections are references to articles and sections of this Agreement;

3\. Headings are for convenience only and do not affect interpretation;

4\. Any reference to a statute or statutory provision includes any subordinate legislation made under it and includes that statute or provision as from time to time modified or re-enacted;

5\. Where a time period is specified in days, such days shall be calendar days.

ARTICLE 2: LOAN TERMS SCHEDULE

The specific terms of the Loan established pursuant to this Agreement are as follows:

ARTICLE 3: LOAN DISBURSEMENT AND USE OF PROCEEDS

3.1 Disbursement

Upon execution of this Agreement, the Lender shall disburse the Principal to the Borrower in accordance with the terms set forth in the Loan Terms Schedule. Disbursement shall be made within forty-eight (48) hours of execution unless otherwise agreed.

3.2 Use of Proceeds

The Borrower shall use the Loan proceeds strictly in accordance with any Use Restrictions specified in the Loan Terms Schedule. The Lender may, in its sole discretion, waive or modify Use Restrictions by providing written notice to the Borrower.

3.3 Future Collateral Acquisition

If any Collateral is designated as "Future Collateral" in the Loan Terms Schedule:

1\. The Borrower shall use Loan proceeds to acquire such Collateral within thirty (30) days of receiving the Loan disbursement;

2\. Upon acquisition, the Borrower shall immediately pledge such Collateral to the Lender and provide written notice of the acquisition and pledge;

3\. If the Collateral is to be held by the Borrower or an Agent, the Borrower shall provide satisfactory evidence of the pledge and the arrangements for holding the Collateral;

4\. Failure to timely acquire and pledge Future Collateral shall constitute an Event of Default.

3.4 Verification of Use

The Lender reserves the right to request documentation evidencing the Borrower's compliance with Use Restrictions. The Borrower shall provide such documentation within five (5) days of any such request.

ARTICLE 4: INTEREST AND FEES

4.1 Interest Accrual

Interest shall accrue on the Outstanding Principal at the Interest Rate specified in the Loan Terms Schedule, calculated and applied according to the Interest Type and Compounding Period specified. Interest shall begin accruing on the date of disbursement and shall continue until the Outstanding Principal is repaid in full or the Lender's rights are otherwise fully satisfied.

4.2 Interest Payments

The Borrower shall make interest payments in accordance with the Repayment Terms specified in the Loan Terms Schedule. All payments shall be made on or before the scheduled payment date. Payments received after the scheduled payment date shall be subject to Late Payment Interest.

4.3 Late Payment Interest

If the Borrower fails to make any scheduled payment when due, Late Payment Interest shall accrue on the overdue payment amount at the rate specified in the Loan Terms Schedule, calculated on a per-day basis. Late Payment Interest shall accrue until the overdue payment is made in full. Late Payment Interest is in addition to, and not in lieu of, any other remedies available to the Lender upon an Event of Default.

4.4 Default Interest Rate

Upon the occurrence and continuation of an Event of Default, all Outstanding Principal and accrued interest shall bear interest at the Default Interest Rate specified in the Loan Terms Schedule (if any) until the Event of Default is cured or until all amounts are paid in full. If no Default Interest Rate is specified, interest shall continue to accrue at the regular Interest Rate.

4.5 Administrative Fees

The Lender may charge reasonable administrative fees for loan servicing, payment processing, and account maintenance as disclosed to the Borrower in writing. The Lender may adjust such fees upon thirty (30) days' prior written notice to the Borrower.

4.6 No Prepayment Penalty

The Borrower may prepay all or any portion of the Outstanding Principal at any time without penalty or premium. Any prepayment shall be applied first to accrued and unpaid interest, then to Outstanding Principal. Prepayment shall not relieve the Borrower of any obligation to make scheduled interest payments that have already accrued.

ARTICLE 5: REPAYMENT TERMS

5.1 Scheduled Payments

The Borrower shall make all scheduled payments of principal and interest in accordance with the Repayment Terms specified in the Loan Terms Schedule. All payments shall be made without setoff, counterclaim, or deduction of any kind.

5.2 Final Payment

Unless otherwise directed by the Lender in writing, all payments received by the Lender shall be applied in the following order of priority:

1\. First, to any unpaid fees, costs, and expenses (including attorneys' fees);

2\. Second, to Late Payment Interest;

3\. Third, to accrued and unpaid interest at the Default Interest Rate (if applicable);

4\. Fourth, to accrued and unpaid interest at the regular Interest Rate;

5\. Fifth, to Outstanding Principal.

5.4 Method of Payment

All payments shall be made to the Lender's designated account as specified in the Loan Terms Schedule or as otherwise directed by the Lender in writing. Payments made by any other method must be approved in advance by the Lender.

5.5 Currency

All payments shall be made in the Loan Currency specified in the Loan Terms Schedule, unless the Lender approves another currency in writing.

5.6 No Offset

The Borrower waives any right to offset any amounts owed to the Lender under this Agreement against any amounts the Borrower claims the Lender owes to the Borrower for any reason.

ARTICLE 6: ASSIGNMENT AND SERVICING

6.1 Servicing by Alta Bank

Alta Bank shall service the Loan through its own systems unless the Loan Terms Schedule or a later written notice identifies an approved servicing provider.

6.2 Assignment by the Lender

The Lender may assign the Loan or appoint another servicer only through a documented arrangement approved by Alta Group. An assignment does not increase the Borrower's principal, interest rate, fees, or other payment obligations.

1\. The Borrower shall continue making payments through the existing Alta Bank method unless Alta Bank provides verified replacement instructions through an official channel;

2\. The Borrower should report suspicious or conflicting payment instructions before sending funds; and

3\. A properly documented assignment does not release the Borrower from obligations already owed under this Agreement.

6.3 Failed or Rejected Assignment

If a proposed assignment or servicing transfer does not proceed, this Agreement remains in force and Alta Bank remains the servicer.

6.4 Notice

Alta Bank shall provide notice of a completed assignment or servicing change through an official communication channel before new payment instructions take effect.

ARTICLE 7: COLLATERAL AND SECURITY INTERESTS

7.1 Grant of Security Interest

If this Loan is designated as a Secured Loan in the Loan Terms Schedule, the Borrower hereby grants to the Lender a first-priority security interest in all Collateral listed in the Loan Terms Schedule, including all Current Collateral and Future Collateral. The security interest shall secure all of the Borrower's obligations under this Agreement, including the repayment of Outstanding Principal, payment of all interest and fees, and the performance of all covenants.

7.2 Perfection of Security Interest

The Borrower shall take all actions necessary or reasonably requested by the Lender to perfect and maintain the Lender's security interest in the Collateral, including executing and delivering financing statements, control agreements, and other documents. The Borrower authorises the Lender to file any such documents without the Borrower's signature to the extent permitted by law.

7.3 Possession and Control of Collateral

1\. Current Collateral \- Lender or Agent: If Current Collateral is held by the Lender or an Agent on behalf of the Lender as specified in the Loan Terms Schedule, such Collateral shall remain in the possession of the Lender or Agent until the Loan is repaid in full or the Lender releases the Collateral.

2\. Current Collateral \- Borrower or Borrower's Agent: If Current Collateral is held by the Borrower or an Agent on behalf of the Borrower as specified in the Loan Terms Schedule:

a. The Borrower shall maintain the Collateral in good condition and shall not sell, transfer, pledge, encumber, or otherwise dispose of the Collateral without the prior written consent of the Lender;

b. The Lender may, at any time and without prior notice, demand that the Collateral be transferred to the Lender or the Lender's Agent for safekeeping;

c. If the Collateral is held by an Agent on behalf of the Borrower, the Borrower shall provide the Lender with a copy of the agency agreement, and the Lender may require the Agent to acknowledge the Lender's security interest in writing.

3\. Future Collateral: Upon acquisition of Future Collateral, the possession and control arrangements shall be as specified in the Loan Terms Schedule for such Collateral.

7.4 Representations Regarding Collateral

The Borrower represents and warrants to the Lender as of the date of this Agreement and as of the date of acquisition of any Future Collateral that:

1\. The Borrower has or will have good and marketable title to the Collateral, free and clear of all liens, claims, and encumbrances except for the security interest granted to the Lender;

2\. No other person or entity has or will have any interest in or claim to the Collateral;

3\. The Collateral has not been and will not be pledged as security for any other obligation (no Double-Pledging);

4\. All information provided regarding the value, condition, and status of the Collateral is true, accurate, and complete in all material respects.

7.5 Prohibition on Double-Pledging

The Borrower expressly covenants that it shall not, without the prior written consent of the Lender, pledge, grant a security interest in, or otherwise encumber the Collateral or any portion thereof to secure any other loan or obligation. Any Double-Pledging shall constitute an immediate and material Event of Default, and the Lender may pursue all remedies available under this Agreement and applicable law.

7.6 Maintenance of Collateral

The Borrower shall, at its own expense:

1\. Maintain the Collateral in good condition and repair;

2\. Pay all taxes and other charges relating to the Collateral when due;

3\. Not use or permit the Collateral to be used in any unlawful manner or for any unlawful purpose;

4\. Promptly notify the Lender of any loss, theft, damage, or destruction of any Collateral.

7.7 Margin Call / Demand for Additional Collateral

If, in the Lender's reasonable judgment, the fair market value of the Collateral has declined by twenty per cent (20%) or more since the date of this Agreement or since the date of the last valuation, the Lender may issue a Margin Call by providing written notice to the Borrower. Upon receipt of a Margin Call:

1\. The Borrower shall, within ten (10) days, either: (a) provide additional Collateral satisfactory to the Lender to restore the Collateral value to at least 120% of the Outstanding Principal plus accrued interest, or (b) make a principal prepayment sufficient to restore the loan-to-value ratio to a level satisfactory to the Lender.

2\. Failure to satisfy a Margin Call within the ten (10) day period shall constitute an Event of Default.

7.8 Substitution or Release of Collateral

The Borrower may not substitute or request the release of any Collateral without the prior written consent of the Lender. The Lender shall have sole and absolute discretion to approve or deny any such request. The Lender may condition any substitution or release on the provision of substitute collateral of equal or greater value and the payment of any applicable fees.

7.9 Valuation of Collateral

The Lender may, at any time and in its sole discretion, obtain an appraisal or valuation of any or all Collateral at the Borrower's expense. The Borrower shall cooperate fully with any such appraisal or valuation and shall provide the Lender or the Lender's appraiser with access to the Collateral and all relevant information.

7.10 No Warranty as to Collateral Value

The Lender makes no representation or warranty as to the value, condition, or marketability of the Collateral. The Borrower acknowledges that the Lender's acceptance of Collateral does not constitute an opinion or statement regarding the adequacy or value of such Collateral. The Borrower remains fully liable for all Loan obligations regardless of the value or sufficiency of the Collateral.

ARTICLE 8: EVENTS OF DEFAULT AND REMEDIES

8.1 Events of Default

An Event of Default shall occur upon the happening of any of the following:

1\. Payment Default: The Borrower fails to make any payment of principal, interest, fees, or other amounts when due under this Agreement, and such failure continues for more than five (5) days after the due date.

2\. Bankruptcy or Insolvency: The Borrower files for Bankruptcy, is declared insolvent, or becomes the subject of any insolvency proceeding; or any creditor files a petition to declare the Borrower bankrupt or insolvent.

3\. Default on Other Obligations: The Borrower defaults under any other loan, credit facility, bond, or other material financial obligation owed to any person or entity (cross-default).

4\. Double-Pledging: The Borrower pledges or attempts to pledge any Collateral as security for any other loan or obligation without the prior written consent of the Lender.

5\. Fraudulent Activity: The Borrower engages in any fraudulent, deceptive, or criminal activity, whether related to this Loan or otherwise, including but not limited to scamming, embezzlement, misappropriation, fraud, or any act that would constitute a crime under the laws of the [GOVERNING JURISDICTION / SERVER].

6\. Fraudulent Transfer: The Borrower makes or attempts to make any Fraudulent Transfer.

7\. Material Misrepresentation: Any representation or warranty made by the Borrower in this Agreement or in any document delivered in connection with this Agreement is false or misleading in any material respect when made or deemed made.

8\. Breach of Covenants: The Borrower breaches any covenant, agreement, or obligation set forth in this Agreement (other than a payment obligation covered by paragraph 1 above) and such breach continues for more than seven (7) days after written notice from the Lender.

9\. Failure to Acquire Future Collateral: The Borrower fails to timely acquire and pledge any Future Collateral as required by Section 3.3.

10\. Failure to Satisfy Margin Call: The Borrower fails to satisfy a Margin Call within the time period specified in Section 7.7.

11\. Unauthorised Disposition of Assets: Following the occurrence of any Event of Default, the Borrower sells, transfers, assigns, gifts, or otherwise disposes of any assets (including but not limited to plots, money, inventory, or any other property) without the prior written consent of the Lender.

12\. Impairment of Collateral: The Borrower intentionally damages, destroys, conceals, or impairs the value of any Collateral, or permits any third party to do so.

13\. Judgment or Attachment: A judgment, writ, warrant of attachment, or execution, or similar process is issued or levied against any substantial portion of the Borrower's property and is not released, vacated, or fully bonded within fourteen (14) days.

8.2 Automatic Restrictions Upon Default

Upon the occurrence of any Event of Default, automatically and without the need for any notice or action by the Lender:

1\. The Borrower's right to dispose of, sell, transfer, assign, gift, pledge, or otherwise convey any assets is immediately and automatically suspended. Any such disposition made after an Event of Default shall be void and of no effect, and the Lender may seek to void and recover such assets through legal proceedings.

2\. The Borrower shall be deemed to hold all assets in constructive trust for the benefit of the Lender and all other creditors.

3\. The Lender's security interest shall be deemed to attach to all assets of the Borrower to the maximum extent permitted by law, regardless of whether such assets were previously pledged as Collateral.

8.3 Remedies Upon Default

If any Event of Default has occurred and is continuing, the Lender may, at its option and without notice (except as required by law), exercise any or all of the following remedies:

1\. Acceleration: Declare all Outstanding Principal, accrued interest, fees, costs, and all other amounts due under this Agreement to be immediately due and payable without further demand, presentment, protest, or notice of any kind, all of which are expressly waived by the Borrower.

2\. Collateral Seizure: Take immediate possession of all Collateral, wherever located, without notice or judicial process to the extent permitted by law.

3\. Collateral Liquidation: Sell, lease, or otherwise dispose of any or all Collateral in accordance with Section 8.7. The Lender may choose whether, when, and how to liquidate Collateral in its sole and absolute discretion.

4\. Legal Proceedings: Institute any legal proceedings to collect the amounts due, to foreclose on Collateral, to obtain injunctive relief, to void Fraudulent Transfers, or to pursue any other remedy available at law or in equity.

5\. Emergency Injunction: Seek an emergency injunction or temporary restraining order to freeze, seize, or prevent the Borrower from disposing of any assets, in accordance with Section 8.9.

6\. Setoff: Set off any amounts the Lender owes to the Borrower (including deposits or other accounts) against amounts the Borrower owes to the Lender under this Agreement.

7\. Appointment of Receiver: Apply to a court for the appointment of a receiver to take possession of and manage the Borrower's assets.

8\. Pursue All Remedies: Exercise any and all other rights and remedies available under this Agreement, under applicable law, or in equity.

The Lender's remedies are cumulative and not exclusive. The exercise of one remedy shall not preclude the exercise of any other remedy.

8.4 Fees and Expenses

Upon the occurrence of an Event of Default, the Borrower shall be liable for and shall immediately pay to the Lender all costs, fees, and expenses incurred by the Lender in connection with the Event of Default and the exercise of the Lender's remedies, including but not limited to:

1\. Reasonable attorneys' fees and legal costs, whether or not litigation is commenced, including fees for legal advice, document preparation, and negotiation;

2\. Costs of taking possession of, maintaining, and storing Collateral;

3\. Costs of selling or otherwise disposing of Collateral, including auctioneer fees, advertising costs, and commissions;

4\. Any other costs or expenses reasonably incurred by the Lender in connection with protecting or enforcing its rights under this Agreement.

These costs, fees, and expenses shall bear interest at the Default Interest Rate from the date incurred until paid and shall be secured by the Collateral to the same extent as the Outstanding Principal and interest.

8.5 Fraudulent Transfer Remedies

If the Lender determines that the Borrower has made or attempted to make a Fraudulent Transfer:

1\. The Lender may bring an action to void and recover the transferred assets, and the Borrower shall be liable for all costs and attorneys' fees associated with such action;

2\. The Lender may seek punitive damages to the extent permitted by law;

3\. The Lender may report the Borrower's conduct to appropriate law enforcement authorities and cooperate with any criminal investigation or prosecution;

4\. All transfers made by the Borrower within ninety (90) days prior to an Event of Default shall be presumed to be Fraudulent Transfers, and the burden shall be on the Borrower to prove otherwise.

8.6 No Waiver; Cumulative Remedies

No failure or delay by the Lender in exercising any right or remedy shall constitute a waiver of such right or remedy. No single or partial exercise of any right or remedy shall preclude any further exercise thereof or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

8.7 Collateral Liquidation and Surplus

Upon an Event of Default, if the Lender elects to liquidate Collateral:

1\. The Lender shall have absolute discretion as to whether, when, and how to sell or otherwise dispose of Collateral. The Lender is NOT obligated to liquidate Collateral and may choose to retain Collateral in satisfaction of the debt or hold Collateral pending resolution of other matters.

2\. The Lender may sell Collateral at public or private sale, with or without notice to the Borrower (except as required by law), and may sell Collateral in one lot or in parcels, at such time or times and at such price or prices as the Lender deems appropriate.

3\. The Lender may be a purchaser at any such sale and may credit bid up to the full amount of the debt.

4\. The proceeds of any Collateral sale shall first be applied to the costs of enforcement, collection, storage, sale, administration, and any other amounts owed to the Lender, and then to accrued interest, fees, and Outstanding Principal. Any surplus proceeds remaining after all amounts owed to the Lender have been satisfied shall be handled as permitted by applicable law, server rules, court order, or the Loan Terms Schedule. Unless the Loan Terms Schedule expressly provides otherwise and such provision is enforceable, remaining surplus shall be returned or credited to the Borrower.

5\. If Collateral proceeds are insufficient to satisfy all amounts due, the Borrower shall remain liable for the deficiency (if this is an Unsecured Loan or to the extent the Borrower's liability is not otherwise limited).

8.8 Lender's Right to Retain Collateral

Notwithstanding any other provision of this Agreement, upon an Event of Default, the Lender may elect to retain any or all Collateral in full or partial satisfaction of the amounts due under this Agreement. The Lender shall provide the Borrower with written notice of such election, and the Borrower shall have fifteen (15) days to object. If the Borrower objects, the Lender shall liquidate the Collateral in accordance with Section 8.7. If the Borrower does not object or if the Borrower waives the right to object, the Collateral shall be deemed accepted by the Lender in full or partial satisfaction of the debt.

8.9 Emergency Injunction and Asset Freeze

Upon the occurrence of an Event of Default, particularly one involving Bankruptcy, Fraudulent Transfer, or Unauthorised Disposition of Assets:

1\. The Lender is authorised to seek, and the Borrower consents in advance to, an emergency injunction, temporary restraining order, or other emergency judicial relief to freeze and temporarily seize all of the Borrower's assets, including but not limited to:

a. All plots of land owned by the Borrower or transferred by the Borrower within the preceding ninety (90) days;

b. All money held by the Borrower in their balance, in any financial institution, or in any other form;

c. All items, blocks, or other property held in the Borrower's inventory, EnderChest, supporter chests, or any container owned or controlled by the Borrower;

d. Any other property or assets of any kind.

2\. The Borrower acknowledges that the Lender will suffer irreparable harm if the Borrower dissipates or conceals assets following an Event of Default, and that monetary damages would be an inadequate remedy. Accordingly, the Borrower consents to the issuance of emergency injunctive relief without the requirement of posting a bond.

3\. The Borrower waives any objection to the Lender's request for emergency injunctive relief.

8.10 Reporting to Authorities

Upon the occurrence of an Event of Default involving Fraudulent Transfer, Fraudulent Activity, or Bankruptcy combined with asset dissipation, the Lender may report the Borrower's conduct to:

1\. The Department of Commerce;

2\. The Department of Justice;

3\. Other creditors of the Borrower.

The Borrower consents to such reporting and waives any claim of defamation, invasion of privacy, or similar claim in connection with the Lender's good faith reporting of the Borrower's conduct.

ARTICLE 9: REPRESENTATIONS AND WARRANTIES

9.1 Representations and Warranties of the Borrower

The Borrower represents and warrants to the Lender as of the date of this Agreement and as of each date on which a representation is deemed to be repeated that:

1\. Organisation and Authority: The Borrower has full legal capacity, power, and authority to enter into and perform its obligations under this Agreement, and this Agreement constitutes a legal, valid, and binding obligation of the Borrower, enforceable in accordance with its terms.

If the Borrower is an organization, it is solely responsible for confirming the authority of its representatives and Company Members, explaining that Company Members receive full access, monitoring activity, and promptly removing anyone who should no longer act for it. The primary owner cannot be removed through the membership feature; other Members may invite or remove Members and edit company settings. An authenticated Member action may be treated as an authorized Borrower instruction. Alta Bank does not verify employment status or internal authority.

2\. No Conflicts: The execution, delivery, and performance of this Agreement does not and will not: (a) violate any law, regulation, or judicial order applicable to the Borrower; (b) violate any agreement to which the Borrower is a party or by which the Borrower is bound; or (c) require any consent, approval, or authorization that has not been obtained.

3\. Financial Condition: All financial information provided by the Borrower to the Lender is true, accurate, and complete in all material respects. The Borrower is not insolvent and will not become insolvent as a result of entering into this Agreement or borrowing under the Loan.

4\. No Defaults: The Borrower is not in default under any other loan, credit facility, lease, contract, or other obligation.

5\. Litigation: There are no actions, suits, proceedings, or investigations pending or, to the Borrower's knowledge, threatened against the Borrower that could materially adversely affect the Borrower's ability to perform its obligations under this Agreement.

6\. Compliance with Laws: The Borrower is in compliance with all applicable laws and regulations of the [GOVERNING JURISDICTION / SERVER].

7\. Ownership of Collateral: The Borrower has or will have good and marketable title to all Collateral, free and clear of all liens, claims, and encumbrances except for the security interest granted to the Lender. The Borrower has not pledged any Collateral to any other person or entity.

8\. Accuracy of Information: All information, documents, and data provided by the Borrower to the Lender in connection with this Agreement are true, accurate, complete, and not misleading in any respect.

9\. Intended Use: The Borrower intends to use the Loan proceeds for the purposes specified in the Loan Terms Schedule (if any) or for lawful business purposes.

10\. No Fraudulent Intent: The Borrower is not entering into this Agreement with any intent to hinder, delay, or defraud the Lender or any other creditor. The Borrower is entering into this Agreement in good faith and with the genuine intention of repaying the Loan in accordance with its terms.

9.2 Representations and Warranties of the Lender

The Lender represents and warrants to the Borrower as of the date of this Agreement that:

1\. Organisation and Good Standing: The Lender is a registered company duly organised, validly existing, and in good standing under the laws of the [GOVERNING JURISDICTION / SERVER].

2\. Authority: The Lender has full power and authority to enter into and perform its obligations under this Agreement.

3\. No Conflicts: The execution and performance of this Agreement does not violate any law, regulation, or contractual obligation binding upon the Lender.

9.3 Survival and Repetition of Representations

All representations and warranties made by the Borrower in this Agreement shall survive the execution and delivery of this Agreement and the making of the Loan, and shall be deemed to be repeated on each date on which the Borrower requests a disbursement, makes a payment, or provides any notice under this Agreement. The Lender has relied and will continue to rely on such representations and warranties in entering into and performing under this Agreement.

ARTICLE 10: COVENANTS OF THE BORROWER

10.1 Affirmative Covenants

The Borrower covenants and agrees that, so long as any amount remains outstanding under this Agreement, the Borrower shall:

1\. Compliance with Laws: Comply with all applicable laws and regulations of the [GOVERNING JURISDICTION / SERVER].

2\. Maintenance of Existence: Maintain its legal existence and good standing (if applicable) under the laws of the [GOVERNING JURISDICTION / SERVER].

3\. Payment of Obligations: Pay and discharge, when due, all taxes, fees, and other obligations.

4\. Maintenance of Collateral: Maintain all Collateral in good condition and repair, and comply with all requirements of Article 7\.

5\. Financial Information: Upon request by the Lender, provide the Lender with current financial information reasonably requested by the Lender, within seven (7) days of such request.

6\. Notice of Material Events: Promptly notify the Lender in writing of: (a) any Event of Default or event that, with notice or lapse of time or both, would constitute an Event of Default; (b) any material adverse change in the Borrower's financial condition or ability to perform under this Agreement; (c) any Bankruptcy filing or insolvency proceeding involving the Borrower; (d) any default under any other loan or material obligation; (e) any litigation, investigation, or proceeding that could materially adversely affect the Borrower; (f) any loss, theft, damage, or destruction of Collateral.

7\. Cooperation: Cooperate fully with the Lender in connection with any exercise of the Lender's rights or remedies, including providing access to properties, records, and personnel.

8\. Further Assurances: Execute and deliver such additional documents, and take such additional actions, as the Lender may reasonably request to perfect, maintain, or enforce the Lender's rights under this Agreement.

10.2 Negative Covenants

The Borrower covenants and agrees that, without the prior written consent of the Lender:

1\. No Additional Debt: The Borrower shall not incur any additional indebtedness for borrowed money, except trade payables incurred in the ordinary course of business.

2\. No Liens: The Borrower shall not create, incur, assume, or permit to exist any lien, security interest, or other encumbrance on any of its assets, except for: (a) the security interest granted to the Lender under this Agreement; and (b) such other liens as are expressly approved by the Lender in writing.

3\. No Double-Pledging: The Borrower shall not pledge or grant a security interest in any Collateral to any other person or entity.

4\. No Disposition of Assets: The Borrower shall not sell, transfer, lease, assign, gift, or otherwise dispose of any of its assets, except: (a) sales of inventory in the ordinary course of business; and (b) dispositions expressly approved by the Lender in writing.

5\. No Dividends or Distributions: The Borrower shall not declare or pay any dividends or distributions, or make any other payments to owners, shareholders, or affiliates, except as expressly approved by the Lender in writing.

6\. No Change in Business: The Borrower shall not make any material change in the nature or scope of its business activities without the Lender's prior written consent.

7\. No Fraudulent Activity: The Borrower shall not engage in any fraudulent, deceptive, or criminal activity of any kind, whether related to this Loan or otherwise.

8\. No Preference to Other Creditors: The Borrower shall not prefer or give priority to any other creditor over the Lender in any respect.

ARTICLE 11: CONDITIONS PRECEDENT

The Lender's obligation to disburse the Loan is subject to the satisfaction of the following conditions precedent:

1\. Execution of Agreement: This Agreement has been duly executed and delivered by the Borrower.

2\. Representations True: All representations and warranties of the Borrower in this Agreement are true and correct in all material respects as of the date of disbursement.

3\. No Default: No Event of Default has occurred and is continuing, and no event that, with notice or lapse of time or both, would constitute an Event of Default, has occurred.

4\. Documentation: The Borrower has delivered to the Lender all documents reasonably requested by the Lender, including evidence of authority, existence, and good standing (if applicable).

5\. Collateral Documentation: For Secured Loans, the Borrower has executed and delivered all documents necessary to perfect the Lender's security interest in the Collateral, and the Lender has received satisfactory evidence of such perfection.

6\. Agent Agreements: If any Collateral is to be held by an Agent, the Lender has received a copy of the agency agreement and any required acknowledgements from the Agent.

7\. Other Conditions: Any other conditions specified in the Loan Terms Schedule or otherwise agreed by the parties have been satisfied.

ARTICLE 12: FORCE MAJEURE

12.1 Force Majeure Events

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent such failure or delay is caused by a Force Majeure Event, including:

1\. Server outages, crashes, or unavailability beyond the party's reasonable control;

2\. Plugin failures or technical issues affecting the Server's infrastructure;

3\. Actions by server administrators or changes in game mechanics beyond the party's control;

4\. Acts of nature, war, terrorism, or other events beyond the party's reasonable control.

12.2 Notification

A party affected by a Force Majeure Event shall promptly notify the other party and use reasonable efforts to mitigate the effects and resume performance as soon as practicable.

12.3 Suspension

If a Force Majeure Event prevents the Lender from disbursing funds or the Borrower from making payments, such obligations shall be suspended during the Force Majeure Event. Interest shall continue to accrue unless both parties agree otherwise.

12.4 Termination Due to Force Majeure

If a Force Majeure Event continues for thirty (30) days or more, either party may terminate this Agreement upon written notice to the other party. In such a case, the Borrower shall repay the Outstanding Principal, but the parties shall negotiate a reasonable repayment schedule in light of the Force Majeure Event.

12.5 Exceptions to Force Majeure

Notwithstanding the above, the following shall NOT constitute Force Majeure Events:

1\. Bankruptcy, insolvency, or financial difficulties of a party;

2\. Negligence, willful misconduct, or failure to exercise due care by a party;

3\. Acceptance of unnecessary risk or inadequate precautions by a party;

ARTICLE 13: MISCELLANEOUS PROVISIONS

13.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the [GOVERNING JURISDICTION / SERVER].

13.2 Jurisdiction

The parties irrevocably submit to the exclusive jurisdiction of the courts of the [GOVERNING JURISDICTION / SERVER] for the resolution of any disputes arising out of or relating to this Agreement.

13.3 Entire Agreement

This Agreement, including the Loan Terms Schedule and any exhibits or attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, agreements, and understandings, whether written or oral.

13.4 Amendments

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No waiver of any right or remedy shall be deemed to be a waiver of any other right or remedy or a waiver of that right or remedy on any future occasion. The Lender may unilaterally amend this Agreement to the extent necessary to comply with changes in applicable law.

13.5 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, or if such modification is not possible, such provision shall be severed. The remaining provisions shall remain in full force and effect. The parties intend that this Agreement be enforced to the maximum extent permitted by law.

13.6 Assignment

The Borrower may not assign, transfer, or delegate any of its rights or obligations under this Agreement without the prior written consent of the Lender, and any attempted assignment without consent shall be void. The Lender may freely assign, transfer, pledge, or sell participations in this Loan to any person or entity, without notice to or consent of the Borrower. The Borrower agrees to cooperate with any such assignment or participation and to execute any documents reasonably requested by the Lender or any assignee or participant.

13.7 Notices

All notices under this Agreement shall be in writing and shall be deemed given:

1\. If delivered by in-game mail, upon delivery;

2\. If sent by Discord private message, upon confirmation of receipt by the recipient;

3\. If sent by forum private message on the Democracy Craft forums, upon confirmation of receipt;

13.8 Good Faith and Fair Dealing

In accordance with Section 14 of the applicable contract rules, there exists an implied covenant of good faith and fair dealing in this Agreement. Each party shall perform its duties and exercise its rights under this Agreement in good faith and in a manner that is fair and just. Notwithstanding the foregoing, the Lender's exercise of its rights and remedies upon an Event of Default shall not be deemed to violate the covenant of good faith and fair dealing.

13.9 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13.10 Maximum Interest Rate

Notwithstanding any provision of this Agreement to the contrary, the aggregate of all interest, fees, and charges charged or collected under this Agreement shall not exceed the maximum rate permitted by applicable law. If any payment would cause such maximum rate to be exceeded, such payment shall be reduced to the extent necessary to comply with applicable law, and any such reduction shall be applied to reduce subsequent interest or fees.

13.11 Survival

All obligations of the Borrower that, by their nature, should survive the termination of this Agreement shall survive, including but not limited to the obligations to pay all amounts due, the obligation to indemnify the Lender, the covenant not to engage in Fraudulent Transfers, and the Lender's rights and remedies with respect to Events of Default.

BORROWER REVIEW ACKNOWLEDGMENT

The Borrower acknowledges that they had the opportunity to read this Agreement, ask questions, request clarification, and seek independent advice before signing. The Borrower further acknowledges that they are not relying on Alta Bank for legal, financial, or investment advice.

SIGNATURE PAGE

IN WITNESS WHEREOF, the parties have executed this Loan Agreement as of the date first written above.

Alta Bank N.V.

Name: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Title: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\[BORROWER NAME\]

Name: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Title (if applicable): \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

BORROWER ACKNOWLEDGMENT

I, the undersigned Borrower, hereby acknowledge and certify that:

1\. I have carefully read and fully understand ALL provisions of this Agreement, including particularly the Events of Default in Article 8, the automatic restrictions on asset disposition upon default, the Lender's remedies, including asset seizure and emergency injunctions, and the provisions regarding Fraudulent Transfers.

2\. I understand that upon any Event of Default, the Lender may accelerate all amounts due, seize or control Collateral within its possession or platform authority, restrict Alta Bank accounts or services, and seek emergency judicial or platform relief to prevent improper disposal of property.

3\. I understand that if I declare Bankruptcy, become Insolvent, default on any other loan, engage in Double-Pledging, make any Fraudulent Transfer, or engage in any fraudulent or criminal activity, the Lender may pursue all remedies available under this Agreement and applicable law, including voiding transfers and recovering assets.

4\. I understand that I may NOT sell, transfer, gift, or otherwise dispose of any assets after an Event of Default without the Lender's prior written consent, and that any such disposition shall be void.

5\. I understand that the Lender is not required to sell seized Collateral and may retain Collateral where permitted. If the Lender sells Collateral, sale proceeds will be applied to enforcement costs and amounts owed, and any remaining surplus will be handled under this Agreement, applicable rules, or court order.

6\. I understand that I am liable for all of the Lender's costs, fees, and expenses, including attorneys' fees, incurred in connection with any Event of Default or the enforcement of this Agreement, even if no litigation is filed.

7\. I am entering into this Agreement voluntarily, with full knowledge of all terms, and with the sincere intention of repaying the Loan in accordance with its terms.

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