TERMS AND CONDITIONS

1.      LENDER. (the “CASHWAGON”) is a corporation duly organized and existing under and by virtue of the laws, with principal office address at 22nd Floor The World Centre, 330 Sen. Gil Puyat Avenue, 1209 Makati City, represented herein by its Country Manager, RANDY ALCAZAR (the “LENDER”).

2.      AMOUNT OF LOAN. The LENDER hereby extends to the BORROWER a cash loan (the “LOAN”).

3.      FEES AND CHARGES. The LOAN shall bear zero percent (0%) interest. However, the BORROWER agrees to pay a Service Fee to cover for the processing fee, documentary stamp tax, documentation fee, and other reasonable fees and related charges.

4.      TERM. The BORROWER hereby agrees to pay the LENDER the LOAN plus the Interest Rate, within a term of ____ calendar days counted from the date of receipt of LOAN, or any portion thereof.

5.      DUE DATE. The LOAN shall be due and demandable on ________(the “DUE DATE”).

6.      PRE-PAYMENT. The BORROWER may fully pre-pay the LOAN, including applicable fees, charges and/or interests, if any, in whole or in part, before the DUE DATE.

7.      LOAN TERM EXTENSION. The Loan Term may be extended subject to additional terms and conditions set by the LENDER, such as, but not limited to, the following:

7.1. The BORROWER may request for a Loan Term extension from the LENDER on or before the DUE DATE;
7.2. The BORROWER must have paid at least: (i) twenty percent (20%) of the LOAN with the term of ten (10) calendar days; (ii) thirty percent (30%) of the LOAN with the term of twenty (20) calendar days; and (iii) forty percent (40%) of the LOAN with the term of thirty (30) calendar days;
7.3. Every request for Loan Term extension shall not exceed thirty (30) days from DUE DATE;
7.4. BORROWER shall pay an additional fee equivalent (the “Loan Term Extension Fee”);
7.5. The Loan Term extension shall commence from the date the BORROWER complies with all the terms and conditions set forth in this Section; and
7.6. BORROWER may request for additional Loan Term extension/s over and above the initial Loan Term extension subject to payment of forty percent (40%) of the LOAN with any initial term and subject to the same terms and conditions as imposed for the initial Loan Term extension under Clauses 7.1, 7.3 to 7.5 hereof.

8.      LOAN RELEASE. The LOAN shall be released to the BORROWER through Bank Transfer to [Bank] Account No. _______________ (the “Bank Account”). BORROWER hereby acknowledges receipt of the LOAN upon release/transfer of the LOAN, or any portion thereof, to said Bank Account.

9.      PAYMENT. The Borrower hereby agrees to pay the LOAN, including applicable fees, charges, and/or interests, if any, in full, on or before the DUE DATE, without need of further notice or demand from the LENDER. Should the BORROWER fails to pay the LOAN on the DUE DATE for the first time, the LENDER may grant the BORROWER a one-time grace period of three (3) days within which to pay the LOAN, or the balance thereof.

All payments shall be made by the BORROWER to the LENDER not later than 7:00 PM of the DUE DATE. Payments made after such time shall be considered as payment made for the next working day, and the same shall be subject to late payment fees; 11th; 21st; and 31st day of continuous delinquency, and other applicable charges (the “Late Payment Fee”).

On a DUE DATE the LENDER accrues the Service Fee and Processing Fee if the BORROWER fails to fulfill its obligations on the LOAN repayment.

10.      APPLICATION OF PAYMENT. Any payment by the BORROWER to the LENDER shall be applied in the following order:

  1. Against reasonable costs, expenses and indemnities due hereunder, if any;
  2. Against Service Fee/s;
  3. Against Loan Term Extension Fee/s, if any;
  4. Against the principal amount of LOAN; and
  5. Against Late Payment Fee/s, if any.

11. DEFAULT.

(a)      EVENTS OF DEFAULT. The LENDER may, upon written notice to the BORROWER, declare the LOAN, including applicable fees and charges, to be immediately due and demandable in cases of the following events of default, to wit:

  1. The BORROWER fails to pay on the DUE DATE any amount payable under Sections 2 and 3 of this Agreement , and such failure is not remedied with three (3) days from the said due date;
  2. The BORROWER defaulting in the observance or performance of any other obligation covenant or undertaking under this Agreement, and the continuation of such remains without remedy from the BORROWER for a period of five (5) days;
  3. The fulfillment of any one or more of the obligations, covenants and undertakings contained in this Contract becomes either unlawful under any applicable laws and regulations, or declared unauthorized by any authority having jurisdiction, or otherwise becomes impossible;
  4. Proceedings are taken against the BORROWER or the BORROWER’s property, or a criminal case is instituted against the BORROWER, which in the opinion of the LENDER, may have a significant adverse effect on the BORROWER’s ability to perform its obligations under this Agreement;
  5. The BORROWER being unable or admitting its inability to pay its lawful debts as they mature, or becomes insolvent, or the BORROWER has been declared bankrupt by proper authorities;
  6. The BORROWER dies or losses capacity for civil act; or
  7. Any event or circumstance that arise which gives the LENDER reasonable grounds to believe that the BORROWER cannot be able to perform or comply with any of its obligations under this Agreement.
    The acceptance by the LENDER of any amount due or the penalty for late payment, or extensions of payment shall not be deemed a waiver by the LENDER of any breach by the BORROWER of any covenant or condition contained in this Agreement.

12.      CONSEQUENCES OF DEFAULT

(a)      Upon the Default by the BORROWER, LENDER may, in its sole discretion, without further notice to BORROWER, exercise any one or more (or all) of the following remedies:

  1. LENDER may proceed by appropriate court action, either at law or in equity, to enforce performance by BORROWER of the applicable covenants and terms of this Agreement or to recover damages for the breach thereof; and
  2. LENDER may consider this Agreement as automatically rescinded without resorting to court action and may exercise any or all of the powers and rights mentioned in the immediately succeeding sub-paragraph.
    Mention in this Agreement of any particular remedy shall not preclude LENDER from any or all other remedies, in law or in equity, and the exercise by LENDER of any one right or remedy shall not preclude or impair its right to exercise any other right or remedy, except as herein otherwise expressly provided.

13.      BORROWER’S PARTICULARS. The BORROWER shall promptly notify the LENDER in writing of any change/s in his contact information such as residence address, employer or employer’s address, e-mail address, telephone/cellphone number/s, and/or other contact information as previously provided to the LENDER in connection with this Agreement. Absent any written notification of change in particulars under this Section, the LENDER shall send all notices to the BORROWER’s particulars on record, to which the LENDER shall be considered in good faith and in accordance with applicable laws.

14.      COMMUNICATIONS. All communications sent to BORROWER’s contact details shall be considered duly received by the BORROWER if the same has been sent by the LENDER to the BORROWER’s e-mail address or telephone/cellphone number on record.

Further, the BORROWER authorizes the LENDER, without being obligated to do so, to record any and all telephone conversations between the BORROWER and the LENDER, including, but not limited to, recording of instructions, statements, complaints, inquiries, and information regarding the LOAN and such other reminders by the LENDER to the BORROWER. The LENDER may use such recorded conversation as proof of BORROWER’s acceptance to any offer or additional and/or revision of terms of the LOAN, and for such other legal purpose particularly as evidence in any judicial or administrative proceeding/s.

15.      15. BORROWER’S DATA AND INFORMATION.The BORROWER irrevocably and unconditionally consents for the LENDER, and any of its officers and representatives, to collect, use and share any and all Customer Information relative to the BORROWER (the “Customer Information”). Customer Information will be processed, transferred and disclosed by the LENDER for loan-related purposes and such other legitimate purposes (the “Purposes”).

By availing the LOAN, the BORROWER hereby agrees that the LENDER may, as necessary and appropriate for the Purposes, transfer and disclose any Customer Information to any person or persons to whom disclosure is permitted or required by any statutory provision or law, or to any other person or persons wherever situated for any legitimate purpose/s. It is further agreed that the LENDER may disclose the Customer Information to the fullest extent as may be permitted by law.

16.      TERMINATION. Notwithstanding anything to the contrary herein, the LENDER may at any time terminate this Agreement without prior notice to the BORROWER to the extent not contrary to applicable laws. All monies owing hereunder including all fees and charges shall immediately become due and demandable upon demand.

17.      ASSIGNMENT. This Agreement shall be binding upon the BORROWER, its successors and permitted assigns and shall inure to the benefit of the LENDER, its successors and assigns.

The BORROWER cannot assign or transfer its rights or obligations under this Agreement without the prior written consent of the LENDER. The LENDER may, at any time even without the consent of the BORROWER, assign or transfer its rights or obligations under this Agreement, in whole or in part, to any of its Affiliates or Subsidiaries, or to any third parties. As such, the BORROWER acknowledges and authorizes the LENDER or any of its assignee/s or the latter’s representatives to sign any letters, receive notices and keep notifications on behalf of the BORROWER. The BORROWER shall be deemed to be duly notified on such assignment and the LENDER or any of its assignee/s or the latter’s representatives shall be obliged to give such letters, notices and notifications to the BORROWER upon request of the latter.

18.      ENTIRE AGREEMENT.This Agreement executed hereafter pursuant to the same, constitutes the entire understanding between the parties in respect of the matters dealt with therein and the terms and conditions hereof may only be modified, altered or amended with the prior written consent of the party of or parties against whom, such modification, alteration, or amendment shall take effect.

19.      AMENDMENT. The LENDER may, at any time upon notice, whether in writing or verbal, to the BORROWER, change or amend the terms and conditions of this Agreement. Such change/s or amendment/s shall take effect from the date as stated in the notice. If the BORROWER is not agreeable to such change/s or amendment/s, this Agreement shall be deemed terminated, thus Section 15 hereof shall apply.

20.      SEVERABILITY.If any one or more of the provisions of this Agreement are declared invalid, illegal or unenforceable in any respect under the applicable law, the validity, legality or enforceability of the remaining provisions contained herein shall not in any way be affected or impaired.

21.      GOVERNING LAW.This Agreement shall be governed by and construed in all respects according to the laws.

22.      ELECTRONIC SIGNATURE.The LENDER is hereby authorized to rely upon and accept as an original any document or other communication which is sent to the LENDER by facsimile, telegraphic or other electronic transmission, which the LENDER believes in good faith has been signed by the BORROWER and has been delivered to the LENDER.

The signatures to this Agreement shall be as valid as an original signature of such party or parties and shall be effective to bind the other party or parties to this Agreement.

IN WITNESS WHEREOF, the parties have caused this instrument to be executed on the date and in place first above-written.