Legal LOD Document

LEGAL LOD DOCUMENT

This Letter of Direction (the "Letter") is dated as of and is entered into by and between Client Name: (the "Principal") and Agent Name: (the "Agent").

RECITALS

WHEREAS, the Principal is the legal and beneficial owner of certain accounts, assets and/or documents described in this Letter and desires that the Agent take actions with respect thereto in accordance with the terms set forth herein;

WHEREAS, the Agent is authorized, willing and able to accept and carry out directions from the Principal regarding transfer, release, custodial delivery, or other disposition of the assets or documents identified below; and

WHEREAS, the parties intend that this Letter constitute the binding written direction of the Principal to the Agent and set forth the respective obligations, representations, and indemnities of the parties in connection with such direction.

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

For purposes of this Letter, the following terms shall have the meanings set forth below: "Account(s)" means the account or accounts identified by account number(s) below; "Property" means the assets, instruments, certificates or documents described below; and "Instruction" means the specific actions directed by the Principal under Section 2.

2. DIRECTION

The Principal hereby directs the Agent to take the following action(s) with respect to the Property and/or Accounts identified above:

The Principal authorizes the Agent to execute, deliver, endorse, transfer, or otherwise effectuate such documents and instruments as reasonably necessary to implement the Instruction. The Agent is further authorized to rely upon telephone, electronic, email or facsimile confirmations from the Principal's authorized representatives.

3. REPRESENTATIONS AND WARRANTIES

The Principal represents and warrants to the Agent that: (a) the Principal is the lawful owner of the Property and has full power and authority to give the Instruction without violating any agreement or law; (b) the execution and delivery of this Letter and the performance of the Instruction have been duly authorized by all necessary action; and (c) no bankruptcy, insolvency or similar proceeding involving the Principal is pending or, to the Principal's knowledge, threatened.

The Agent represents and warrants that it will act only in accordance with this Letter and will exercise reasonable care and commercially reasonable procedures in carrying out the Instruction. The Agent's sole obligation is to follow the Instruction in good faith and consistent with its reasonable operational procedures.

4. INDEMNITY

The Principal shall indemnify, defend and hold harmless the Agent and its directors, officers, employees and agents from and against any and all losses, liabilities, claims, demands, damages and expenses, including reasonable attorneys' fees, arising out of or relating to the Agent's good faith reliance upon or execution of the Instruction, except to the extent caused by the Agent's gross negligence or willful misconduct.

5. LIMITATION OF LIABILITY

Except for liability arising from the Agent's gross negligence or willful misconduct, in no event shall the Agent be liable to the Principal for any consequential, incidental, punitive or special damages, whether in contract, tort (including negligence), strict liability or otherwise.

6. NOTICES

All notices, requests, consents, demands and other communications required or permitted under this Letter shall be in writing and shall be delivered personally, by nationally recognized overnight carrier, by certified mail (return receipt requested), or by electronic delivery if evidence of transmission is maintained, to the addresses set forth below or to such other address as either party designates by notice pursuant to this Section.

7. AMENDMENT; WAIVER

This Letter may be amended, supplemented or otherwise modified only by a writing signed by both parties. No failure or delay by either party in exercising any right under this Letter shall operate as a waiver of that right, and no single or partial exercise of any right shall preclude other or further exercise.

8. COUNTERPARTS; ELECTRONIC SIGNATURES

This Letter may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means, including scanned images or electronic signature platforms, shall have the same force and effect as original signatures.

9. GOVERNING LAW

This Letter shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of law principles.

10. ENTIRE AGREEMENT; SEVERABILITY

This Letter constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. If any provision of this Letter is held invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

11. MISCELLANEOUS

The obligations and rights of the parties under this Letter shall inure to the benefit of and be binding upon their respective successors and permitted assigns. The Principal shall not assign its rights or delegate its obligations hereunder without the prior written consent of the Agent.

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