Legal Treasury Order

LEGAL TREASURY ORDER

This Legal Treasury Order (the "Order") is entered into as of by and between Ordering Party: whose principal address is and Treasury Department: whose principal address is .

RECITALS

WHEREAS, Ordering Party requires the disbursement, transfer or reservation of funds for corporate or institutional obligations and requires an enforceable written order directing Treasury Department to take specified treasury actions; and

WHEREAS, Treasury Department is responsible for executing disbursements, wire transfers, ACH transactions, and internal ledger entries in accordance with authorized instructions and applicable internal controls; and

WHEREAS, the parties desire to set forth the terms under which Treasury Department will execute the requested treasury actions, certify availability of funds, and obtain the necessary authorizations.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. TREASURY ORDER

1.1 Order Number: . Ordering Party hereby directs Treasury Department to effect the treasury action described in Section 2 below. This Order constitutes an irrevocable written instruction from Ordering Party to Treasury Department, subject to the conditions set forth herein.

2. PAYMENT INSTRUCTIONS

2.1 Payee Name: . Payee Address:

2.2 Funding Account / Ledger: Routing / IBAN / Reference: .

Wire transfer ACH Check

3. AUTHORIZATION, REPRESENTATIONS AND WARRANTIES

3.1 Ordering Party represents and warrants that it is duly authorized to issue this Order, that the person signing below on behalf of Ordering Party has full corporate or institutional authority to bind Ordering Party, and that funds are available for the transaction. Ordering Party further represents that this Order does not violate any material agreement, law, or regulation applicable to Ordering Party.

3.2 Treasury Department represents that it will apply reasonable treasury practices and internal controls in executing the instructions and will act only in accordance with this Order and applicable internal policies. Treasury Department will use commercially reasonable efforts to effect the requested action on the requested date but is not liable for delays caused by intermediary financial institutions or events beyond its reasonable control.

4. CERTIFICATION OF FUNDS

4.1 By issuing this Order, Ordering Party certifies that, as of the Effective Date, sufficient unencumbered funds are available in the funding account identified in Section 2 to satisfy the payment obligation. Ordering Party agrees to promptly notify Treasury Department of any material change to the availability of funds prior to execution.

5. CONDITIONS PRECEDENT AND SUSPENSION

5.1 Treasury Department may refuse to execute this Order if any required information is incomplete, if there is a suspected breach of security, if sufficient funds are not available, or if executing the Order would contravene applicable law or internal treasury policies. In such event, Treasury Department will notify Ordering Party of the refusal and the reason for refusal.

6. INDEMNIFICATION

6.1 Ordering Party shall indemnify, defend and hold harmless Treasury Department and its officers, agents, and employees from any losses, liabilities, claims, damages, or expenses (including reasonable attorneys' fees) arising out of or relating to (a) incorrect or fraudulent information provided by Ordering Party, (b) Ordering Party's breach of any representation, warranty or covenant contained in this Order, or (c) Ordering Party's failure to fund the payment when due, except to the extent such loss results from Treasury Department's gross negligence or willful misconduct.

7. NOTICES

7.1 All notices, consents, or other communications required or permitted under this Order must be in writing and delivered to the addresses set forth below or to any other address designated by a party in writing.

8. AMENDMENTS; WAIVER

8.1 This Order may be amended only by a written instrument signed by authorized representatives of both parties. No waiver of any provision of this Order shall be effective unless in writing and signed by the party against whom enforcement of the waiver is sought. No failure or delay by either party in exercising any right hereunder shall operate as a waiver of such right.

9. COUNTERPARTS

9.1 This Order may be executed in any number of counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall have the same effect as original signatures.

10. GOVERNING LAW

10.1 This Order shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below without regard to conflicts of law principles.

11. ENTIRE AGREEMENT; SEVERABILITY

11.1 This Order, together with any schedules or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements, whether written or oral. If any provision of this Order is determined to be invalid, illegal or unenforceable by a court of competent jurisdiction, such determination shall not affect the validity or enforceability of any other provision, which shall remain in full force and effect.

12. MISCELLANEOUS

12.1 The headings in this Order are for convenience only and shall not affect the interpretation of any provision. Each party shall execute such further instruments and take such further action as may be reasonably required to carry out the purposes of this Order.

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