Treasury Management Direction

TREASURY MANAGEMENT DIRECTION

This Treasury Management Direction (the Direction) is made by Client Name: to Treasury Provider Name: with an Effective Date:

PARTIES AND CONTACTS

ACCOUNTS SUBJECT TO DIRECTION

Primary Source Account Name: Account Number:

Source Bank Name: Routing / ABA / Sort Code:

Destination Account Name: Account Number:

Destination Bank Name: Routing / ABA / Sort Code:

INSTRUCTION TYPES (select applicable)

Wire transfer initiation (domestic and international)
ACH / Electronic debit and credit initiation
Automated cash sweep / zero balance arrangement
Zero balance account (ZBA) target balance
Foreign exchange conversion and settlement
Securities transfer or settlement services

TRANSFER SCHEDULE / PARAMETERS

Frequency: Amount or Percentage: Value Date Rule:

Frequency: Amount or Percentage: Value Date Rule:

AUTHORIZATION, LIMITS, AND SIGNATURE CONTROLS

Single-authority transaction limit: Dual-authority threshold (amount at or above which two approvals are required):

Preferred authorization method: Manual signature Electronic authorization via agreed platform Telephone confirmation (recorded)

CUT-OFFS, SETTLEMENT, AND NOTIFICATION

Standard wire cut-off time (local): ACH cut-off time:

REPRESENTATIONS, WARRANTIES, AND COVENANTS

The Client represents and warrants that it has full corporate power and authority to enter into this Direction, that the persons executing this Direction are duly authorized to do so, and that all information, account numbers and signatures provided are true and correct. The Client covenants to provide updated signatory specimens and to notify the Treasury Provider in writing of any change in authority at least days prior to the effective date of such change.

INDEMNITY, LIABILITY, AND LIMITATION

The Client agrees to indemnify and hold harmless the Treasury Provider from and against any loss, liability, claim or expense arising out of or relating to the Provider's good faith performance of instructions under this Direction, except to the extent such loss results directly from the Provider's gross negligence or willful misconduct. The Provider's liability for any breach arising from execution of payment instructions shall be limited to actual direct damages and shall exclude consequential, incidental and punitive damages.

AMENDMENTS, TERMINATION, AND GOVERNING LAW

This Direction may be amended or terminated only by a written instrument signed by both parties and delivered in accordance with the notice provisions herein, subject to any reasonable implementation period determined by the Treasury Provider. Governing law:

CONFIDENTIALITY & ELECTRONIC COMMUNICATIONS

Both parties agree to maintain the confidentiality of non-public information obtained in connection with this Direction and to use commercially reasonable measures to protect such information. Electronic instructions and communications shall be effective if received in accordance with procedures mutually agreed in writing between the parties.

ADDITIONAL TERMS / SPECIAL INSTRUCTIONS

CLIENT CERTIFICATION

By signing this Direction, the Client certifies that the information supplied is complete and accurate, that the Client will comply with the terms set forth herein, and that no regulatory or contractual prohibition exists that would prevent the Client from authorizing the Treasury Provider to effect the instructed transactions.

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