2.1 Credit Facility - The Lender provides the Credit Facility to the Borrower and the Borrower receives the Credit Facility from the Lender, in which such Credit Facility is provided through the facilitation, cooperation and assistance of Facility Manager and the Facility Manager’s loan products in the JuanHand Platform in accordance with and subject to the terms and conditions of this Agreement and the financing channeling cooperation agreement between the Lender and the Facility Manager.

Notwithstanding any provision in this Agreement: (i) each Credit Facility is uncommitted and the Lender has sole discretion in determining whether any loan drawdown may be made under the Credit Facility, regardless of whether the terms of this Agreement have been complied with; (ii) each Credit Facility (or any portion thereof) may be terminated, canceled or amended by the Lender (including, but not limited to, adjusting or reducing the Credit Facility Amount or any available limits in relation to the same) at any time upon written notice to the Borrower; and (iii) upon the termination of the Credit Facility (or any part thereof), all amounts owing to the Lender (whether actual or contingent) shall become immediately due and shall be paid by the Borrower to the Lender.

2.2 Disbursement of Credit Facility - The Lender through the Facility Manager shall transfer the principal amount of the Credit Facility, less deductions (if any), to the Borrower’s account as the loan disbursement.

2.3 Application - As part of the process for the application, the Lender will require certain personal data and financial and other information from the Borrower, in order to conduct due diligence, credit analysis and/or approvals, credit risk assessment, FATCA requirements (if any), Know Your Customer anti-money laundering, counter terrorist financing or other procedures, evaluations, checks and analyses. The Borrower agrees that the Credit Facility shall be available to the Borrower only upon compliance with the Lender’s requirements in the form, substance, manner and method required by and deemed satisfactory by the Lender.

2.4 Payment in Relation to the Credit Facility - The Borrower shall fully repay the Total Repayment Amount under this Agreement by the Maturity Date in accordance with the Repayment Schedule.

The Borrower shall bear all the transfer fees charged by the Lender or other Parties or third persons (if any) in connection with the payment of the amounts due on the Credit Facility (including, but not limited to, the Total Repayment Amount, Late Penalty (if any) and/or Installment Amount), regardless of Repayment Channel.

The Borrower agrees that the Borrower shall pay the amounts due under the Credit Facility through the Repayment Channels allowed or required by the Bank from time to time and that the Lender and/or its assignees or transferees, as applicable, may at any time instruct the Borrower to pay any amounts due on the Credit Facility via a different Repayment Channel, such as to a different bank account, as specified by the Lender and/or its assignees or transferees, as applicable, to the Borrower by sending a revised payment instruction or other notice via e-mail from an official email address of the Lender or the Facility Manager (as may be authorized by the Lender) or through notification in the JuanHand Platform or such other means and methods as may be advised and authorized by the Lender and/or its assignees or transferees from time to time. In the event that the Borrower is so instructed or notified to make payments via a different Repayment Channel, the Borrower undertakes to comply with revised payment instruction or other notice for such relevant amounts due on the Credit Facility.

Notwithstanding any provision in this Agreement, the Borrower irrevocably authorizes the Lender to (a) debit any of my accounts for the payment of any amounts due to the Lender, including, but not limited to, those relating to the Credit Facility and/or this Agreement; and (b) set-off any my funds and/or assets held by the Lender now or hereafter, including, but not limited to, in my accounts with the Lender, against any of my liabilities to the Lender (whether mature or not, future or present, contingent or actual, primary or not, several or joint).

The Borrower authorizes the Lender to apply any of the Borrower’s payments to any of his/her obligations to the Lender and in such order as provided in this Agreement, the Terms and Conditions and the Service Documents or as the Lender may designate from time to time. All payments made by the Borrower shall be in the manner and method required by the Lender and in freely transferable and immediately available funds.

2.5 Interest and Fees - The interest and fees offered to the Borrower may be based on the Borrower's credit and other profile, the Lender’s credit or other assessment and may differ from the rates offered to other borrowers. The interest and fees applied to the Credit Facility shall be calculated based on the rate communicated to the Borrower prior to loan disbursement and/or is available for viewing from time to time on the JuanHand Platform and specified in the Fee Structure Table.

The Borrower may utilize the Installment Program if such Installment Program is available upon the Credit Facility. The Installment Program period available may be on a monthly, quarterly, semi-annual, annual basis or such other period as may be permitted by the Lender from time to time. If the Borrower chooses to use the Installment Program, the installment payment shall be in accordance with the Installment Payment Schedule as set out in the Repayment Schedule.

For the avoidance of doubt, the Borrower agrees and understands that: (a) the Credit Facility Amount, all interest and fees to be paid by Borrower and Effective Monthly Interest Rate may be fully reflected in the Fee Structure Table solely for the purpose of facilitating disclosure and transparency to the Borrower of the payable fees and charges in relation to the Credit Facility and this Agreement, but such disclosure is without prejudice to the rest of this Clause 2.5; (b) the Facility Manager Service Fee and other amounts due to the Facility Manager from the Borrower under this Agreement shall not, at any time, be deemed a part of the Lender’s Interest Rate or as any interest on the Credit Facility; (c) the Facility Manager Service Fee shall, at all times, be deemed as a service fee arrangement solely between the Facility Manager and the Borrower and does not involve the Lender; (d) the Facility Manager may directly collect its Facility Manager Service Fees when it facilitates the collection of the amounts payable in relation to this Agreement; and (vi) the Facility Manager shall not be deemed as a lender imposing interest on the Credit Facility, except in that the Credit Facility is transferred or assigned to the Facility Manager under this Agreement, the Terms and Conditions and/or the Service Documents.

2.6 Role of Facility Manager - The Parties agree that the Facility Manager may act as the facility manager of the Borrower and the Lender and the proxy of the Lender in connection with this Credit Facility, this Agreement, the Terms and Conditions and the Service Documents. The Borrower agrees that any statements of accounts, billing statements, notices, certifications, invoices, receipts or closing statements due to them may be issued by the Facility Manager or the Lender or may be in the form of a transaction history, bill, invoice, receipt, statement, certification, notice or closing statement accessed through the JuanHand Platform.

2.7 Change of Lender - The Borrower acknowledges and agrees that the rights and obligations of the Lender may be transferred to another lender (which may be the Facility Manager or another lender). In the event of such transfer, all references to the “Lender” in this Agreement shall refer to the transferee-lender. The Borrower acknowledges and agrees that, at any time, for any reason, without need of any action from or notice to the Borrower: (a) the Credit Facility or this Agreement may be assigned by the Lender to the Facility Manager or transferee lender (and thereafter, the Facility Manager or transferee lender may become the Lender to the extent of such assignment); (b) the Facility Manager or transferee lender may guarantee all or part of the amounts due from the Borrower under this Agreement or the Credit Facility; and/or (c) the Facility Manager or transferee lender may pay to the Lender any unpaid amount due from the Borrower under this Agreement or the Credit Facility (and thereafter, the Facility Manager or transferee lender may become subrogated to the rights of the Lender to the extent of such payment).

3.1 Overdue Payment - The Borrower understands and agrees that the Lender or the Facility Manager may suspend, freeze or otherwise restrict the use of the Credit Facility, access to other credit facilities or the Loans feature or other features on the JuanHand Platform.

3.2 Late Charge - The Borrower shall be imposed with Late Penalty for any late repayment of the Total Repayment Amount or Installment Amounts. .

The Late Penalty shall be imposed for any payment of amounts due after the lapse of any due dates as set out in this Agreement, including, but not limited to, the Repayment Schedule.

The Late Penalty may be imposed on the Borrower by the Lender as a Late Penalty for the delay in the payment of the amounts due under this Agreement or by the Facility Manager as a penalty in relation to the Borrower’s continued use of its services without complying with this Agreement and increased efforts to perform the Facility Manager’s services under the services under the Service Documents and JuanHand Platform in view of the Borrower’s non-compliance with this Agreement.

The necessary disclosures under the Truth in Lending Act and related regulations may be found in the information notified to the Borrower prior to loan disbursement and/or is available for viewing from time to time on the JuanHand Platform, Fee Structure Table and the Repayment Schedule, as may be applicable. The Borrower acknowledges receipt of such disclosures and agrees to the terms specified thereunder and in this Agreement.

The interest, fees and other applicable fees and charges may change from time to time. The Lender may notify the Borrower of changes via e-mail from an official email address of the Lender or the Facility Manager (as may be authorized by the Lender) or through notification in the JuanHand Platform or such other means and methods as may be advised and authorized by the Lender and/or its assignees or transferees from time to time.

The Borrower authorizes the Lender, Facility Manager, their affiliates and/or collections agents (collectively, “Recipients”) to disclose my information, accounts, facilities, transactions, dealings, the Credit Facility and this Agreement (including, but not limited to, the personal data) (collectively, “Customer Information”) to any of the following:

1. a. any of Recipients’ offices, affiliates, and related corporations and/or their employees (collectively, the “Recipient Group”) and/or any agents, contractors, subcontractors, suppliers, vendors, service providers or professional advisers of the Recipient Group who are under a duty of confidentiality to the relevant Recipient or the Recipient Group;

2. b. any Regulator, or pursuant to any Applicable Laws or order or requirement of any Regulator, or any person in relation to any dispute or action involving any of the Parties, Credit Facility, and/or this Agreement;

3. c. any credit bureau or agency, clearing house, trade repository, or financial institution with which the any of the Parties has or intends to have dealings; ;

4. d. the external auditor, insurer or insurance broker or agent, credit or security provider of any Party or in relation to the Credit Facility, this Agreement or any dealings between the Parties; and

5. e. any Party or any person in relation to carrying out or giving out effect to the transactions contemplated herein (including, but not limited to, the Credit Facility) or by any Party’s instructions to or dealings with any other Party (including, but not limited to, payments and transfers) or any person the Recipient may actually or potentially enter into an agreement with in relation to its interests, rights and/or obligations under this Agreement (including, but not limited to, any assignment, novation or transfer).

The authorities under this provision shall survive the termination of this Agreement and/or the Credit Facility.

Pursuant to the Credit Information Systems Act, the Lender is mandated to submit the Borrower's basic credit data as defined under the law, as well as any regular updates or corrections thereof, to the Credit Information Corporation for consolidation and disclosures as authorized as may be authorized by the Credit Information Corporation. Consequently, the Borrower's credit and other data may be shared with other entities as authorized or accredited by the Credit Information Corporation for the purpose of establishing the Borrower's creditworthiness.

Without limiting the generality of any other authorities in this Agreement, the Borrower agrees that this Agreement constitutes his/her written consent for such submission and disclosure of information relating to the Credit Facility or otherwise for the mentioned purpose and under other Applicable Laws. 

The Borrower agrees that the Lender has the right to appoint and authorize an agent to collect all and any outstanding sums due to the Lender.

The Borrower acknowledges and agrees that the Lender or the Lender’s collection agents may secure alternate contact details from the Borrower’s listed secondary contacts or character references if the Lender does not receive any response from the Borrower using the contact details the Borrower provided. For this purpose, the Borrower warrants that it has authorized the listed secondary contacts or character references to share the Borrower’s contact information to the Lender.

The information on the availability of the collateral for the Credit Facility shall be set out in the Fee Structure Table of the Agreement. If the Lender requires the Borrower to provide collateral, the Borrower hereby undertakes that the Borrower will enter into a security document or other documents necessary to perfect the security in accordance with Applicable Law.

The Borrower agrees that his/her personal data and any other personal data the Borrower discloses (including, but not limited to, the personal data of the Borrower’s secondary contacts or character references) (collectively, “Other Personal Data”) may be collected, received, processed, used and/or disclosed by and to the Lender, Facility Manager, affiliates or collections agents (collectively, “Recipients”) for the purpose of giving effect to this Agreement. Notwithstanding any other clause in this Agreement, the Borrower consents to the use, disclosure and/or processing of his/her personal data and the Other Personal Data as described in, in accordance with and/or incidental to each of the Recipients’ privacy notices, privacy policies and/or any data sharing agreement among them, as these may be amended from time to time (collectively, “Privacy Policies”), including, but not limited to, the Lender’s privacy policy at https://www.seabank.ph/privacy-policy, as it may be amended from time to time. The Borrower represents and warrants that the Borrower has obtained from the relevant data subjects the required consents under Data Protection Laws, including, but not limited to, the consent to the terms of this clause.

For the avoidance of doubt, personal data has the meaning prescribed under Data Protection Laws, including, but not limited to, any data from which the identity of an individual is apparent or can be reasonably and directly ascertained, or when put together with other data would identify an individual and sensitive personal information or privileged information. This includes, but is not limited to, the Borrower’s name, address, birthday, email address, other contact details, government-issued identification cards and financial information.

9.1 Rights and Obligations of the Lender

9.1.1 Without prejudice to the other rights set forth in this Agreement, the rights of the Lender shall be as follows:

1. a) To receive full payment of the principal sum of the Credit Facility, the Lender’s Interest and, if any, any Late Penalty, other default interest, penalties, fees, charges, costs (including, but not limited to, breakfunding costs) and other interests that the Lender may impose from time to time.

2. b) Without prejudice to the generality of any other provision of this Agreement, to obtain information or data relating to the Borrower (including, but not limited to, any changes in the information or data of Borrower) as it may require, including, but not limited to, in relation to the Lender’s Know Your Customer process.

3. c) Without limiting the generality of any other provision of this Agreement, the Lender may, at any time refuse, restrict, block, freeze, delay, and/or cancel any transaction, processing, funds, accounts, and/or disclose information about the same to a Regulator or otherwise required by Applicable Laws, if it deems any of the foregoing in actual or potential breach of Applicable Laws, without need of providing the Borrower any reason.

9.1.2 Without prejudice to the other obligations set forth in this Agreement, the obligations of the Lender shall be as follows:

1. a) To provide Credit Facility to the Borrower under and subject to this Agreement;

2. b) To comply with and implement all provisions under the Agreement in connection with its granting of the Credit Facility.

9.2 Rights and Obligations of the Facility Manager

9.2.1 Without prejudice to the other rights set forth in this Agreement, the rights of the Facility Manager shall be as follows:

1. a) To receive full payment from the Borrower of the Facility Manager Service Fee, Late Penalty (if any), and other fees under this Agreement , the Service Documents or otherwise for the utilization of the JuanHand Platform or loan products, if any;

9.2.2 Without prejudice to the other obligations set forth in this Agreement, the obligations of the Facility Manager shall be as follows:

1. a) To disburse the Credit Facility to the Borrower under this Agreement in accordance with this Agreement, the Terms and Conditions and Service Documents;

2. b) To comply with and implement all provisions under the Agreement, the Service Documents and Terms and Conditions in connection with the granting and collection of the Credit Facility or other Facility Manager services to the Borrower or the Lender under the Terms and Conditions and Service Documents;

3. c) To carry out identification and verification activities on behalf of the Lender in accordance with this Agreement, the Terms and Conditions and Service Documents; and

4. d) To carry out the collection process for all obligations to be performed by the Borrower and customer support for the Lender under this Agreement in accordance with this Agreement, the Terms and Conditions and Service Documents;

5. e) To accept the transfer or assignment of the Credit Facility and, if applicable, facilitate a change in lender in accordance with this Agreement, the Terms and Conditions and Service Documents; and

6. f) To act for and on behalf of the Lender as its proxy in accordance with this Agreement, the Terms and Conditions and Service Documents.

9.3 Rights and Obligations of Borrowers

9.3.1 Without prejudice to the other rights set forth in this Agreement, the rights of the Borrower shall be as follows:

1. a) To receive the Credit Facility from the Lender under and subject to this Agreement; and

2. b) To request and receive information relating to the Credit Facility in order to comply with his/her obligations under this Agreement, including, but not limited to, information relating to repayment of the Credit Facility.

9.3.2 Without prejudice to the other obligations set forth in this Agreement, the obligations of the Borrower shall be as follows:

1. a) To pay on time the full amounts of all payment obligations arising from or as a result of this Agreement, including, but not limited to, the Total Repayment Amount, Late Penalties, all interest and fees and other fees and charges, and any default interest, penalties, fees, charges, costs (including, but not limited to, breakfunding costs) and other interests the Lender may impose from time to time under this Agreement. The interests, fees, penalties, charges and costs may be changed by the Lender or the Facility Manager (as applicable) from time to time.

2. b) To promptly furnish the Lender (and the Borrower authorized the Lender to require any third person to furnish the Lender on the Borrower’s behalf) such information and documents as the Lender may require, in the form, substance, manner, method and frequency that the Lender may require, including, but not limited to, a statement of the Borrower’s assets, liabilities, income and/or expenses; income tax returns (collectively, “ITRs”) duly stamped received by the Bureau of Internal Revenue (“BIR"); and businesses’ financial statements (audited or unaudited or as submitted to the BIR). Without limiting the generality of the other provisions of this Agreement, the Borrower irrevocably waives the confidentiality of his/her Customer Information and authorizes the Lender to conduct random verification with the BIR to establish the authenticity of the Borrower’s ITRs and/or financial statements.

3. c) To promptly notify the Lender and Facility Manager in writing in accordance with this Agreement of any change of the Borrower’s data, information or circumstance disclosed to the Lender and/or the Facility Manager, including, but not limited to, the Borrower’s financial information, without prejudice to any action the Lender may take or any remedy the Lender may have in relation to any change in the Borrowers information or circumstance; and

4. d) The Borrower shall promptly perform all actions, and execute and deliver all documents, necessary to give full force and effect to this Agreement and the Lender’s rights and remedies hereunder; for the Borrower and the Lender to comply with Applicable Laws; to comply with the Lender’s requirements, policies and procedures; and as the Lender may require from time to time.

9.4 Change in circumstances or legality of the Credit Facility

1. a) If it becomes unlawful for the Lender to maintain the Credit Facility or perform its obligations under this Agreement, the Credit Facility shall be immediately canceled or terminated without prejudice to the other rights and remedies of the Lender, and the Borrower shall prepay all amounts due in relation to the Credit Facility (to the extent permitted under law), including but not limited to, accrued interest up to the date of full prepayment.

a) The Borrower hereby represents and warrants, and undertakes, that:

1. a. The Borrower is and shall continue to be: (i) a citizen of the Philippines and/or a Philippine resident (or, only if the Lender permits the grant of the Credit Facility to a foreigner holding a Philippine visa, a foreigner in the Philippines holding a visa with a validity of at least six (6) months), (ii) a legal person who has the legal capacity to act and is competent, and has the full power, authority and right, under Applicable Laws to enter into, deliver and perform this Agreement. This Agreement constitutes and shall continue to constitute the Borrower’s legal, valid and binding obligation enforceable against the Borrower in accordance with its respective terms and does not contravene any Applicable Laws, Authorization or any agreement or obligation under which the Borrower or any of his/her assets are bound. The Borrower has obtained and shall maintain in full force and effect the necessary third party or Regulator authorizations, licenses and consents and/or consents required by Applicable Laws for the entry into, delivery and performance of this Agreement, including, but not limited to, purpose of obtaining the Credit Facility from the Lender, and no filing, registration or payment with any Regulator is necessary to ensure the validity, enforceability or admissibility in evidence of this Agreement.

2. b. All facts, data, information, documents, and explanations provided to the Lender are true, accurate, and complete. The documents given to the Lender in the form of photocopies or other copies are true copies of and identical to the originals.

3. c. There is no event of default that has occurred or is currently occurring based on another agreement where the Borrower is a party, and there is no other agreement with another party that shall be violated by the entry into this Agreement by the Borrower.

4. d. No event of default (and no event which with the giving of notice and/or lapse of time would become an event of default) has occurred and is continuing under or in relation to this Agreement. Without prejudice to the rights and remedies of the Lender, the Borrower shall promptly notify the Lender if an event of default exists or is continuing, specifying the nature and details thereof and the actions that the Borrower has taken or may propose to take.

5. e. The Borrower has timely paid and discharged and shall timely pay and discharge all taxes, assessments and such other charges levied on the Borrower and his/her assets and all indebtedness or claims which are mandatorily preferred over the Borrower’s obligations under this Agreement or which, if unpaid, may become a lien or charge on the Borrower’s assets. The Borrower does not have any arrears in the payment of taxes which will materially affect the fulfillment of the Borrower's obligations to the Lender and the exercise of the Lender's rights under the Agreement.

6. f. No laws, regulations, statutes, decisions of the court or administrative bodies, or other agreements and/or documents binding on the Borrower or binding on the Borrower’s assets are violated by the execution of the Agreement by the Borrower, and there is no dispute, actions, suits, petitions, investigations or proceedings (including, but not limited to, bankruptcy or similar proceedings) pending or threatened against or affecting the Borrower or any of its assets that may affect the validity of this Agreement, affect the implementation or performance of this Agreement or affect the financial condition or business of the Borrower or may affect or interfere with its ability to perform its obligations under this Agreement or the ability of the Lender or the Facility Manager to enforce this Agreement.

7. g. The Borrower’s obligations under this Agreement rank at least pari passu with all my other indebtedness, except for those mandatorily preferred by Applicable Laws.

8. h. The Borrower has read and understood and has received the necessary advice regarding the implementation of the provisions of this Agreement, and the Borrower has read and understood the Terms and Conditions which form an inseparable part of this Agreement.

9. i. The Borrower is not directly or indirectly involved with terrorist networks, criminal organizations, money laundering syndicates, human trafficking syndicates, narcotics and drug cartels, organizations for smuggling of illegal goods and similar organizations at the national and/or international level.

10. j. The Borrower is compliant, and shall comply with, all Applicable Laws and none of the Borrower’s transactions with the Lender or Facility Manager will, directly or indirectly, be used to facilitate transactions to or from, or be discharged through funds or assets sourced in any manner from, or otherwise involve, any person, organization, country, entity or asset (including, but not limited to, vessels and aircrafts) subject of Sanctions or otherwise sanctioned under Applicable Laws or by any Regulator.

11. k. The usage of electronic signatures by the Parties in this Agreement and all documents relating to the Credit Facility, loan products and/or otherwise relating to this Agreement, is valid, true, authentic, enforceable and admissible in accordance with Applicable Laws and may be used as valid evidence in a Court in the event of a dispute between any of the Parties.

12. l. The Borrower agrees to use the Credit Facility solely for personal use and the declared purpose as stated in the application and not for any unlawful purposes or activities.

13. m. The Borrower shall indemnify and hold free and harmless the Lender and the Facility Manager from any liabilities, damages, expenses and costs (including, but not limited to, legal and attorney’s fees) against or incurred by the Lender and the Facility Manager in relation to the Facility and/or this Agreement, including, but not limited to, in respect of any risks, damages, costs, penalties, and/or interest resulting from or related to the event of default of this Agreement by the Borrower. .

b) The representations and warranties set out in this article shall be deemed repeated and the undertakings set out in this article shall be complied with at all times up to the full payment of the Borrower's payment obligations and the existence of this Agreement.

11.1 An event of default arises when one or more of the following events occur (each, an "Event of Default"; collectively, "Events of Default"):

1. a) If the Borrower, for any reason whatsoever, has failed any amounts due on the due date, including, but not limited to: (i) the Installment Amounts or other amounts in the Total Repayment Amount of the Credit Facility, and (ii) the amount of other payments due by the Borrower under this Agreement.

2. b) If the Borrower fails to comply with or perform any provision in this Agreement, including but not limited to the occurrence of a breach of representation and warranties by the Borrower as referred to in Article 10 of this Agreement.

3. c) If the Borrower refuses to agree to any change of the terms set out in the Repayment Schedule.

4. d) If the Borrower stops or threatens to stop payment of any of his/her debts; there occurs an event of default or acceleration (howsoever described) in any of the Borrower's agreements in respect of borrowed money; the Borrower becomes bankrupt, commits any act of bankruptcy, becomes the subject of a petition for bankruptcy or similar proceedings or is otherwise unable to pay his debts; or a distress or execution or other legal process is levied or enforced upon or sued out by any creditors of the Borrower against any part of the property or assets of the Borrower and such distress, execution or legal process is not terminated or discharged by the Borrower within thirty (30) days.

5. e) If the Borrower's assets are, partially or wholly, garnished, attached, foreclosed, executed, distrained, levied upon, seized or possession thereof is taken by any encumbrancer, receiver, manager, court, or any Regulator or third party or becomes the subject of any act of expropriation or similar proceedings or the subject of a judgment, decree, order or other legal process.

6. f) In the opinion of the Lender, there is a material change in the Borrower’s financial or other circumstances or condition or its ability to perform its obligations under this Agreement or the Lender’s ability to enforce its rights and remedies under or in relation to this Agreement and/or the Credit Facility.

11.2 If one or more of the Events of Default as mentioned in Article 11.1 of this Agreement occurs, Borrower unconditionally and irrevocably agrees to the following:

1. a) the Credit Facility shall be immediately canceled or terminated, without prejudice to the other rights and remedies of the Lender and/or the Facility Manager;

2. b) all amounts owing to the Lender and/or the Facility Manager by the Borrower under this Agreement and/or otherwise in relation to the Credit Facility shall immediately become due and payable;

3. c) the Lender and/or the Facility Manager may impose the Late Penalty and the Lender may impose a default interest and penalties at the rate determined and notified by the Lender from time to time which shall accrue on all amounts due from the date of the Event of Default until all the amounts due are fully paid;

4. d) the Lender and/or Facility Manager may make changes to the Borrower’s credit limit in relation to the Credit Facility or other features in the Platform, whether to decrease such limit, permanently disable any one or both features, and/or ceasing Borrower’s access to the Credit Facility and/or any other credit facilities under the Platform;

5. e) the Lender shall have the right to terminate this Agreement;

6. f) if the Lender opts not to immediately cancel or terminate the Credit Facility, the Lender or Facility Manager may freeze, suspend or otherwise restrict use of the Borrower’s Credit Facility, access to other credit facilities or the Loans Feature or other features on the JuanHand Platform and, direct the Facility Manager to freeze, suspend or otherwise restrict any and all linked WeFund Lending Corp. accounts of the Borrower on the JuanHand Platform;

7. g) the Lender or Facility Manager may direct the Facility Manager (and the Facility Manager is hereby authorized) to deduct the outstanding amount or any and all amounts due on non-performing loans from the Borrower’s account, funds or other assets with the Facility Manager (if any) and remit such amounts to the Lender to repay the Credit Facility; and

8. h) the Lender may carry out other actions to obtain payment of the outstanding amounts from the Borrower and to maintain and exercise the Lender's rights under this Agreement.

11.3 Without prejudice to the generality of any other remedy of the Lender, the Lender may terminate this Agreement if the Borrower fails to comply with any term or condition of this Agreement, or breaches any representation or warranty. In any such event, the Lender may effect such termination with or without notice to the Borrower.

11.4 The termination of this Agreement does not abolish the existing obligations of the Parties and/or those that arise up to the date of termination of the Agreement, including but not limited to the settlement of any and all other payment rights owed by the Borrower to the Lender until the termination date of the Agreement.

11.5 The early termination of the Credit Facility, accelerated payment of the Total Repayment Amount before the due date or prepayment of the loan thereunder by the Borrower is permitted only under certain features of the JuanHand Platform and only so long as the Lender consents to the same. In such a case, the Borrower shall make full repayment and payment of all outstanding amounts due and any outstanding fees or charges hereunder, including, but not limited to, if any, losses, breakfunding costs and prepayment fees and administrative costs as may be required by the Lender herein or as may be notified to the Borrower by the Lender or the Facility Manager from time to time.

12.1 This Agreement and its performance are governed by the law of the Philippines and shall therefore be interpreted in accordance with the laws of the Philippines. In the event of any dispute, controversy, claim, or difference of any kind whatsoever arising between the Borrower and the Lender in connection with this Agreement, including the breach, termination, or validity of this Agreement, or in connection with the determination of any matters which are subject to objective determination pursuant to this Agreement ("Dispute"), the Parties shall attempt, for a period of thirty (30) days after the receipt by one (1) Party of a notice from the other Party of the existence of a Dispute (the "Dispute Notice"), to settle such Dispute in the first instance by mutual discussions between the Parties. If the Dispute cannot be settled by mutual discussions within the thirty (30) day period, the Parties hereby agree that the exclusive venue for any Dispute arising from or relating to this Agreement shall lie within the exclusive jurisdiction of the courts of Pasig City. For the avoidance of doubt, any dispute, controversy, claim, or difference of any kind whatsoever: (a) between the Lender and the Facility Manager in connection with this Agreement shall be governed by the relevant financing channeling cooperation agreement between them; and (b) between the Borrower and the Facility Manager in connection with the loan products shall be governed by the JuanHand Service Agreement and JuanHand Privacy Policy on the JuanHand Platform.

12.2 The Borrower agrees to pay the legal service fees, suffered by the Lender in connection with the settlement of disputes between the Lender and the Borrower in relation to this Agreement.

All payments due to Lender and Facility Manager, whether of principal, interest, fees, Facility Manager Service Fee, or otherwise, shall be made without set-off or counterclaim, free and clear of, and without deduction or withholding for or on account of, any taxes as applicable, all of which shall be for the account of the Borrower. If the Borrower shall be required by any law or regulation to make any deduction or withholding in respect of taxes from any payment hereunder, the sum payable by the Borrower shall be increased as will result in the receipt by Lender and Facility Manager, after such deduction or withholding, of the amount that would have been received if such deduction or withholding had not been required. In such case, the Borrower shall pay the full amount deducted and withheld to the relevant tax authority or other authority in accordance with Applicable Laws. Within fifteen (15) days of the Borrower's payment of any taxes, the Borrower shall furnish to the Lender or Facility Manager, whichever is applicable, the original copy of Withholding Tax Certificates (BIR form 2307) evidencing the amount of taxes withheld and/or such other proof of payment as may be required by the Lender.

The Borrower agrees to pay or bear all costs, fees, charges, taxes and other expenses in connection with the preparation, entry into, delivery and enforcement of this Agreement.

Lender has provided various support channels that can assist Borrower with their queries and concerns relevant to the Borrower's Credit Facility.

15.1 Term of Agreement - This Agreement shall be effective and binding upon the Lender and the Borrower as of the acceptance of the Credit Facility. In the event that the Borrower has settled all amounts owed under this Agreement, then this Agreement shall automatically terminate.

15.2 Assignment - The Borrower is not permitted to assign, in whole or in part, all of its rights and obligations to the Credit Facility under this Agreement without the prior written consent of the Lender, provided that the Borrower’s heirs shall have the obligations of the Borrower under this Agreement in the event that the Borrower dies. The Lender may transfer any or all of its rights and/or obligations in this Agreement to any third party at any time, with prior notification to the Facility Manager.

15.3 Amendments and Termination - The Lender may amend this Agreement by way of written or electronic notification to the Borrower.

15.4 Notification - Any notice, demand, or other communication given pursuant to this Agreement to the Borrower using, among others, the information in Appendix C of this Agreement or as may be otherwise provided in this Agreement or by the Borrower from time to time, shall be made in writing through electronic mail, registered mail, the JuanHand Platform, or other electronic communications media as may be specified, required or permitted by the Lender.

Any notice, demand, or other communication given pursuant to this Agreement to the Lender must be in writing and shall be either delivered by hand or sent by prepaid registered mail, facsimile or e-mail to the address, facsimile number or e-mail address stated below (or such other contact details as the Lender may provide from time to time):

15.5 Completeness The Service Documents shall be an inseparable part of and shall be read in conjunction with this Agreement.

15.6 Recording – The Borrower agrees that the Lender may record any call in any mode or channel (telephone, video or otherwise) between any of the Parties (including, but not limited to, their representatives and agents) and that the Lender may store such recordings and submit the same in evidence in any proceeding. The Borrower shall obtain and maintain the consent of each person who may participate in the call on its behalf or at its request or instruction to such recording, storage and use in evidence.

15.7 Outsourcing – The Borrower agrees that the Lender may, from time to time, outsource the whole or part of its functions to service providers in any jurisdiction on such terms as the Lender may deem acceptable.

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