Legal Net-Off Agreement

LEGAL NET-OFF AGREEMENT

This Legal Net-Off Agreement (the "Agreement") is entered into as of by and between Party A: , a organized under the laws of , with principal address at ; and Party B: , a organized under the laws of , with principal address at .

RECITALS

WHEREAS, each Party currently has certain mutual and reciprocal monetary obligations, accounts, claims, or indebtedness arising out of contractual, commercial or other lawful dealings between them (collectively, "Claims");

WHEREAS, the Parties desire to establish a binding mechanism to calculate, notify and effect netting and set-off of such Claims to reduce counterparty credit exposures, administrative costs and payment flows;

WHEREAS, the Parties intend that the netting and set-off provided by this Agreement shall apply to specified Claims as of the Calculation Dates set forth herein and shall be binding and enforceable between the Parties in accordance with applicable law;

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:

1. DEFINITIONS

1.1 "Calculation Date" means the date or dates on which the Parties determine the amounts to be netted, as specified in Section 3. Calculation Dates shall be .

1.2 "Net-Off" or "Netting" means the process of aggregating, offsetting and consolidating mutual Claims so that only a single net amount is payable by one Party to the other.

1.3 "Claim" means any right to payment, obligation, debt, invoice, or other monetary obligation whether matured or unmatured, liquidated or unliquidated, arising from contracts, invoices, or other dealings between the Parties.

2. NET-OFF MECHANISM

2.1 Scope. Unless otherwise excluded in writing by mutual agreement, all Claims between the Parties as of a Calculation Date shall be subject to Net-Off under this Agreement. The Parties may exclude specific categories of Claims by written schedule attached hereto and incorporated by reference.

2.2 Aggregation and Offset. On each Calculation Date, the owing Party shall aggregate all of its Claims against the other Party and offset the aggregated amount against the aggregated Claims of the other Party. The resulting single net amount will be the "Net Amount" payable by the owing Party to the receiving Party.

2.3 Legal Effect. The Parties intend that the Net-Off effected under this Agreement constitutes a final and binding set-off of mutual obligations to the maximum extent permitted by applicable law and that, upon netting, the remaining Net Amount shall be an immediately enforceable indebtedness.

3. CALCULATION, NOTICE AND PAYMENT PROCEDURES

3.1 Calculation. Each Party shall prepare a statement setting forth the Claims it asserts for the relevant Calculation Period (a "Netting Statement") and shall deliver the Netting Statement to the other Party no later than days after the Calculation Date.

3.2 Content of Netting Statement. Each Netting Statement shall identify the underlying invoice or obligation, original amount, currency, due date and a brief description sufficient to permit verification. A Party may include supporting documentation as available.

3.3 Disputes. If a Party disputes any portion of a Netting Statement, it shall give written notice of dispute within days, specifying the amount disputed and the basis. The undisputed portion shall remain subject to Net-Off and payment. The Parties shall meet in good faith to resolve disputes without undue delay.

3.4 Payment. The Party required to pay the Net Amount shall remit payment within of receipt of an undisputed Netting Statement, by wire transfer to the account designated by the receiving Party or by such other method as the Parties may agree in writing.

4. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that: (a) it has the corporate power and authority to execute and perform this Agreement; (b) this Agreement constitutes a legal, valid and binding obligation enforceable in accordance with its terms; and (c) the execution, delivery and performance of this Agreement do not violate any material agreement or applicable law to which it is subject.

5. COVENANTS

5.1 Preservation of Rights. Each Party covenants that it will not, without the prior written consent of the other Party, assign, novate, sell or otherwise transfer any Claim that is subject to Net-Off in a manner that would frustrate the Net-Off or render it less effective.

5.2 No Set-Off by Third Parties. Each Party shall use commercially reasonable efforts to prevent attachments or other third-party enforcement actions that would impair the ability to effect Net-Off under this Agreement.

6. REMEDIES; LIMITATIONS

6.1 Remedies. In the event of default in payment of a Net Amount, the non-defaulting Party shall be entitled to exercise all remedies available at law or in equity, including acceleration of amounts and recovery of costs of collection, provided that such remedies shall be subject to the terms of this Agreement.

6.2 Limitation of Liability. Except for liability arising from fraud, willful misconduct or breach of a Party's payment obligations under this Agreement, neither Party shall be liable to the other for special, consequential or punitive damages.

7. INDEMNIFICATION

Each Party agrees to indemnify, defend and hold harmless the other Party from and against any and all losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising from any breach of this Agreement, negligent or willful misconduct, or false representation or warranty made by the indemnifying Party.

8. CONFIDENTIALITY

All non-public information exchanged between the Parties pursuant to this Agreement, including Netting Statements and supporting documentation, shall be maintained in confidence and used solely for purposes of exercising rights and performing obligations under this Agreement, unless disclosure is required by law or ordered by a court of competent jurisdiction.

9. NOTICES

All notices, demands and communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by nationally recognized overnight courier, or delivered by electronic transmission with confirmation, to the addresses set forth above or as otherwise designated in writing.

10. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended, modified or supplemented only by a written instrument signed by authorized representatives of both Parties. No waiver of any provision shall be effective unless in writing and signed by the waiving Party. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of , without regard to principles of conflicts of law.

11.2 Entire Agreement. This Agreement, together with any schedules or written exclusions executed by the Parties, constitutes the entire agreement between the Parties with respect to Net-Off of Claims and supersedes all prior agreements, understandings and communications between the Parties concerning the subject matter hereof.

11.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable under applicable law, such provision shall be severed and the remaining provisions shall continue in full force and effect to the fullest extent permitted by law.

12. MISCELLANEOUS

12.1 Remedies Cumulative. Except as otherwise provided herein, the remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by law.

12.2 Further Assurances. Each Party shall execute and deliver such further instruments and take such further actions as may be necessary or reasonably requested to give full effect to this Agreement.

SCHEDULE OF EXCLUDED CLAIMS (IF ANY)

DISPUTE NOTE

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