Legal JOD Default Agreement

LEGAL JOD DEFAULT AGREEMENT

This Legal JOD Default Agreement (the "Agreement") is made and entered into as of by and between , a with principal place of business at (hereinafter "Lender"), and , a with principal address at (hereinafter "Borrower").

RECITALS

WHEREAS, Lender and Borrower entered into a loan agreement, promissory note or other financing arrangement evidenced by written documentation under which Borrower is indebted to Lender in the original principal amount of Jordanian Dinars (JOD) (the "Loan Documents");

WHEREAS, as of the outstanding principal, accrued interest and fees due and owing under the Loan Documents total JOD (the "Outstanding Balance");

WHEREAS, Borrower has failed to perform certain obligations under the Loan Documents, and Lender has elected to declare a default and to exercise its remedies in accordance with the terms of the Loan Documents and applicable law.

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

1. DEFINITIONS

1.1. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Loan Documents. For purposes of this Agreement, the following definitions apply:

"Default" means any event, act or omission by Borrower that constitutes an Event of Default under the Loan Documents or under this Agreement, including without limitation Borrower's failure to make payments when due, insolvency, bankruptcy filings, abandonment of collateral, or breach of any material covenant.

2. ACKNOWLEDGMENT OF DEFAULT AND BALANCE

2.1. Borrower acknowledges and confirms that a Default has occurred under the Loan Documents as described in the Recitals and that the Outstanding Balance as of the date set forth above is JOD, exclusive of additional accrued interest, fees and costs that may continue to accrue.

2.2. Borrower expressly acknowledges that all amounts due and owing under the Loan Documents are immediately due and payable and are not subject to any set-off, counterclaim or defense except as expressly provided in this Agreement.

3. ACCELERATION; REMEDIES

3.1. Upon execution of this Agreement, Lender shall have the right to accelerate the maturity of the indebtedness and declare the entire Outstanding Balance immediately due and payable. Borrower agrees that Lender may proceed to enforce any and all remedies available under the Loan Documents, at law or in equity, including but not limited to foreclosure on collateral, collection actions, and judgment enforcement.

3.2. Remedies are cumulative. The exercise of any remedy shall not preclude the exercise of any other remedy available to Lender, and Lender's delay or omission to exercise any remedy shall not constitute a waiver of such remedy.

4. INTEREST, FEES AND COSTS

4.1. Interest shall accrue on the Outstanding Balance at the default interest rate of per annum from the date of Default until payment in full, calculated in accordance with the Loan Documents.

4.2. Borrower shall be responsible for all reasonable costs and expenses incurred by Lender in enforcing its rights hereunder, including attorneys' fees, collection costs, court costs and expenses of sale or repossession.

5. CURE; FORBEARANCE

5.1. Lender may, in its sole discretion, agree to a cure, forbearance or repayment plan. Any such agreement must be in writing and signed by both parties. Neither this Agreement nor any act of forbearance by Lender shall constitute a waiver of Lender's rights except to the extent explicitly stated in a written instrument.

5.2. If Lender elects to accept a cure payment or restructure payments, Borrower acknowledges that Lender may require additional security or guaranties as a condition of such accommodation.

6. REPRESENTATIONS AND WARRANTIES

6.1. Borrower represents and warrants that: (a) Borrower has full power and authority to enter into and perform this Agreement; (b) the execution, delivery and performance of this Agreement will not violate any law or contractual obligation; and (c) there are no defenses, offsets or counterclaims that would lawfully bar Lender from collecting the Outstanding Balance except as expressly disclosed in writing to Lender.

7. NOTICES

7.1. All notices, demands or communications required or permitted under this Agreement shall be in writing and delivered personally, by certified mail (return receipt requested), by courier, or by other nationally recognized delivery service to the addresses set forth below or to such other address as a party may designate by notice in accordance with this section.

8. WAIVER; AMENDMENT

8.1. No failure or delay by Lender in exercising any right shall operate as a waiver thereof. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought.

8.2. This Agreement may be amended only by a written instrument executed by both parties.

9. GOVERNING LAW; JURISDICTION

9.1. This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles.

9.2. Each party irrevocably submits to the exclusive jurisdiction of the courts located in the jurisdiction set forth above for the resolution of any dispute arising out of or relating to this Agreement.

10. ENTIRE AGREEMENT; SEVERABILITY

10.1. This Agreement, together with the Loan Documents specifically incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral.

10.2. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

11. COUNTERPARTS; EXECUTION

11.1. This Agreement may be executed in counterparts, each of which shall be deemed an original and together shall constitute one and the same instrument. Signatures delivered by facsimile, electronic image or other electronic means shall be binding for all purposes.

12. ADDITIONAL ACKNOWLEDGEMENTS

12.1. Borrower acknowledges that Borrower has read and understands this Agreement, that Borrower has had an opportunity to seek independent legal advice, and that Borrower enters into this Agreement voluntarily and without coercion.

CERTIFICATION

Each party hereby certifies and warrants to the other that the person signing below is duly authorized to execute and deliver this Agreement on behalf of such party and that this Agreement constitutes a valid and binding obligation of such party enforceable in accordance with its terms.

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