Legal Disbursement Document

LEGAL DISBURSEMENT DOCUMENT

This Legal Disbursement Document (the "Document") is made and entered into as of by and between , identified as the Disbursing Party, and , identified as the Recipient.

RECITALS

WHEREAS, the Disbursing Party holds or controls certain funds or property which, subject to the terms and conditions set forth in this Document, are to be disbursed to the Recipient; and

WHEREAS, the Recipient represents that it is entitled to receive the disbursement described herein upon the satisfaction of the conditions precedent set forth below; and

WHEREAS, the parties desire to set forth the terms, conditions, and procedures for the authorized disbursement and to allocate liabilities, tax responsibilities and other obligations related thereto.

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. "Disbursement Amount" means the gross amount to be remitted by the Disbursing Party to the Recipient as set forth in Section 2.1. The Disbursement Amount is:

1.2. "Conditions Precedent" means the documents, consents and confirmations listed in Section 4 that must be delivered or satisfied before any disbursement is made.

2. AUTHORIZATION AND METHOD OF DISBURSEMENT

2.1. Authorization. Subject to the Conditions Precedent set forth in Section 4, the Disbursing Party hereby authorizes the disbursement of the Disbursement Amount to the Recipient in the manner elected below.

2.2. Method of Payment (select one or more as agreed): Wire transfer Check Other

3. REPRESENTATIONS AND WARRANTIES

3.1. Disbursing Party Representations. The Disbursing Party represents and warrants to the Recipient that: (a) it has full authority to make the disbursement; (b) the execution and performance of this Document have been duly authorized; and (c) the making of the disbursement will not violate any applicable law or agreement to which the Disbursing Party is bound.

3.2. Recipient Representations. The Recipient represents and warrants to the Disbursing Party that: (a) it is the lawful owner or lawful assignee of the right to receive the Disbursement Amount; (b) all information provided to the Disbursing Party for purposes of this Document is true, complete and accurate; and (c) it will use the funds for lawful purposes.

4. CONDITIONS PRECEDENT

4.1. No disbursement shall be made unless and until the Disbursing Party receives, at its sole discretion, the following:

(a) Evidence of identity and authority from the Recipient sufficient to satisfy applicable anti-money-laundering and internal approval policies;

(b) A completed payee certification attesting to the Recipient's entitlement to receive the disbursement and any tax identification information required under Section 6; and

(c) Any additional documents or approvals specifically listed below:

5. TAXES, WITHHOLDING AND REPORTING

5.1. The Recipient shall be solely responsible for all taxes, assessments or governmental charges of any kind that may be assessed or imposed upon the Disbursement Amount, whether federal, state, local or foreign, except to the extent the Disbursing Party is required by law to withhold taxes from the disbursement.

5.2. If the Disbursing Party is required by applicable law to withhold taxes or make any other deduction from the Disbursement Amount, the Disbursing Party may withhold such amounts and shall provide the Recipient with reasonably documented evidence of such withholding.

6. INDEMNIFICATION

6.1. The Recipient shall defend, indemnify and hold harmless the Disbursing Party and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) any breach of the Recipient's representations, warranties or covenants in this Document; (b) the Recipient's use of the Disbursement Amount; or (c) any claim that the Recipient was not entitled to receive the disbursement.

7. NOTICES

7.1. All notices, requests, consents and other communications required or permitted hereunder shall be in writing and delivered to the addresses set forth below (or to such other address as either party may specify in writing).

8. AMENDMENT; WAIVER; COUNTERPARTS

8.1. This Document may be amended or modified only by a written instrument executed by both parties. No failure or delay by any party in exercising any right will operate as a waiver of that right.

8.2. This Document 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.

9. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

9.1. Governing Law. This Document shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of law principles.

9.2. Entire Agreement. This Document, together with any exhibits and schedules hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral.

9.3. Severability. If any provision of this Document is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

10. MISCELLANEOUS PROVISIONS

10.1. Binding Effect. This Document shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

10.2. Counterparts and Electronic Signatures. Signatures delivered by electronic means (including facsimile or scanned PDF) shall be effective for all purposes as original signatures.

CERTIFICATIONS AND ACKNOWLEDGMENTS

The Recipient certifies under penalty of perjury that the information provided to the Disbursing Party for purposes of this Document is true and correct and that the Recipient is entitled to receive the Disbursement Amount. The Recipient further acknowledges that any material misrepresentation may entitle the Disbursing Party to recover the Disbursement Amount and any damages incurred.

I acknowledge and certify the foregoing.

SCHEDULE A — ITEMIZED DISBURSEMENT

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