Legal Direction to Pay Form

LEGAL DIRECTION TO PAY FORM

This Legal Direction to Pay (the "Direction") is made as of by and between Direction Giver: with address: , and Paying Agent: with address: .

RECITALS

WHEREAS, Direction Giver is required or elects to direct the payment of certain funds described herein to the Payee identified below in accordance with a contractual obligation, court order, settlement, or other lawful instrument identified as: ;

WHEREAS, Paying Agent is willing to accept and effect the payment described in this Direction upon the terms and subject to the representations, warranties and indemnities set forth herein; and

WHEREAS, the parties desire to set forth their respective obligations with respect to the payment and related notices and indemnities.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

1. DEFINITIONS

For purposes of this Direction, the following terms have the meanings set forth below. "Payee" means the person or entity to whom funds are to be disbursed as identified in Section 3. "Payment Date" means the date on which Paying Agent is instructed to make the payment. "Funds" means the gross amount to be disbursed prior to any taxes or withholdings.

2. DIRECTION TO PAY

Direction Giver hereby irrevocably directs Paying Agent to pay the Funds to the Payee in accordance with the payment instructions set forth in Section 3. Paying Agent shall effect payment on or by the Payment Date specified by Direction Giver; provided, however, that Paying Agent shall have no obligation to disburse Funds until it has received cleared funds or other available funds in amount sufficient to satisfy the payment.

3. PAYMENT DETAILS

4. ACCOUNT AND TRANSFER INSTRUCTIONS

5. METHOD OF PAYMENT

Select permitted methods of disbursement (check all that apply):

6. REPRESENTATIONS, WARRANTIES AND AUTHORITY

Direction Giver represents and warrants to Paying Agent that (a) Direction Giver is duly authorized to give this Direction and to instruct Paying Agent to disburse the Funds as set forth herein; (b) the making of the payment will not violate any applicable law, court order, agreement or obligation to which Direction Giver is subject; and (c) the Funds to be disbursed are free of any lien, encumbrance, or third-party claim except as disclosed to Paying Agent in writing.

7. TAXES AND WITHHOLDING

Unless otherwise agreed in writing, Paying Agent may withhold from any payment such amounts as are required to be withheld under applicable law and shall remit such withholdings to the appropriate authority. Direction Giver shall indemnify Paying Agent for any liability incurred as a result of Direction Giver's failure to provide accurate tax documentation or to comply with applicable withholding obligations.

8. INDEMNIFICATION

Direction Giver agrees to indemnify and hold harmless Paying Agent and its affiliates, officers, directors and employees from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to the payment instructions provided by Direction Giver, except to the extent caused by the gross negligence or willful misconduct of Paying Agent.

9. ACCEPTANCE BY PAYING AGENT

By signing below, Paying Agent accepts and agrees to act on the terms of this Direction, provided that Paying Agent's obligations are conditioned upon receipt of documentation and cleared funds satisfactory to Paying Agent in its sole discretion. Paying Agent may require further documentation or a prior irrevocable order before effecting payment.

10. NOTICES

All notices and communications required or permitted under this Direction shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice in accordance with this Section. Notice shall be deemed given when delivered personally, by nationally recognized overnight courier, or on the date of confirmed electronic transmission.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Direction shall be governed by and construed in accordance with the substantive laws of the jurisdiction specified by Direction Giver: , without regard to principles of conflicts of law. This Direction constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings relating thereto. If any provision of this Direction is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12. AMENDMENT; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Direction shall be effective unless in writing and signed by both parties. Failure or delay by any party to exercise any right shall not constitute a waiver. This Direction may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

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