Bond Assignment Agreement

BOND ASSIGNMENT AGREEMENT

This Bond Assignment Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Assignor Name: with principal address at , and Assignee Name: with principal address at .

RECITALS

WHEREAS, Assignor is the lawful owner of the bond described below (the "Bond") and holds all right, title and interest in and to the Bond free and clear of any liens, encumbrances or adverse claims; and

WHEREAS, Assignee desires to acquire, and Assignor desires to assign and transfer, the Bond on the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that this Agreement effect an absolute assignment of all of Assignor's right, title and interest in and to the Bond as of the Effective Date subject to the representations, warranties, covenants and conditions set forth herein.

DESCRIPTION OF BOND

Bond Issuer:    Bond Title/Series:

Face Amount: $    CUSIP/Identifier:

Original Issue Date:    Maturity Date:

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. ASSIGNMENT AND CONVEYANCE

1.1 Assignment. Subject to the terms and conditions of this Agreement, Assignor hereby irrevocably assigns, transfers and conveys to Assignee all of Assignor's right, title and interest in and to the Bond described above, together with any and all rights to accrued but unpaid interest, principal, prepayment premium, and any other amounts payable in respect of the Bond (collectively, the "Assigned Rights"), effective as of the Effective Date.

1.2 Further Assurances. Assignor shall execute and deliver to Assignee such endorsements, instruments or other documents and shall take such further actions as may be reasonably necessary or desirable to vest in Assignee full right, title and interest in and to the Assigned Rights and to permit Assignee to exercise and enforce the Assigned Rights.

2. CONSIDERATION

2.1 Purchase Price. In consideration for the assignment described in Section 1, Assignee shall pay Assignor the sum of $ (the "Purchase Price") upon delivery of the duly endorsed Bond and any required transfer instruments, unless otherwise agreed in writing by the parties.

3. DELIVERY; ENDORSEMENT; PAYMENT

3.1 Delivery. Assignor shall deliver to Assignee, or to such third party as directed by Assignee, the original Bond certificate(s) (if any), duly endorsed in blank or accompanied by an assignment in form and substance sufficient to transfer the Assigned Rights to Assignee. Delivery shall be deemed effective upon physical or electronic receipt by Assignee or Assignee's designee.

3.2 Payment Mechanics. Unless otherwise agreed in writing, payment of the Purchase Price shall be made by wire transfer to an account designated by Assignor or by such other method as the parties may mutually agree in writing.

4. REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

Assignor represents and warrants to Assignee that, as of the Effective Date:

(a) Assignor is the sole legal and beneficial owner of the Assigned Rights and has full right, power and authority to assign the Assigned Rights free and clear of any liens, security interests, claims, setoffs or encumbrances; and the execution, delivery and performance of this Agreement by Assignor will not violate any law, contractual obligation or order applicable to Assignor.

(b) To Assignor's knowledge, there are no outstanding defaults by any party under the Bond and no litigation, administrative proceeding or claim is pending or threatened that would materially impair the Assigned Rights.

(c) All endorsements, endorsements in blank, waivers or instruments necessary to effect the transfer of the Bond to Assignee will be delivered to Assignee as required by Section 3.

5. REPRESENTATIONS AND WARRANTIES OF ASSIGNEE

Assignee represents and warrants to Assignor that it has full power and authority to execute and perform this Agreement, and that it accepts the assignment of the Assigned Rights subject to the representations and warranties contained herein. Assignee acknowledges that, except as expressly set forth in Section 4, Assignor makes no other representations or warranties, express or implied, with respect to the Assigned Rights.

6. INDEMNIFICATION

6.1 Assignor Indemnity. Assignor shall indemnify, defend and hold harmless Assignee from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of Assignor's representations, warranties or covenants in this Agreement, including any lien, encumbrance or adverse claim asserted against the Assigned Rights arising prior to the Effective Date.

6.2 Assignee Indemnity. Assignee shall indemnify, defend and hold harmless Assignor from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising from Assignee's acceptance of the Assigned Rights after the Effective Date, including any acts or omissions by Assignee in respect of the Bond following assignment.

7. TAXES AND WITHHOLDING

Each party shall be responsible for its own tax liabilities arising from the transactions contemplated by this Agreement. If any governmental authority requires withholding or other tax treatment in connection with the transfer of the Assigned Rights, the party required by law to withhold shall be entitled to satisfy such obligation from amounts otherwise payable in connection with the transaction.

8. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail (return receipt requested), addressed to the parties at the addresses set forth below or at such other address as either party may designate by notice to the other.

9. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of that provision or of the right to enforce it. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original, but all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission of an executed counterpart shall be effective as original signatures.

10. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles.

10.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remainder of this Agreement shall continue in full force and effect to the greatest extent permitted by law.

10.3 Entire Agreement. This Agreement, including any schedules or attachments delivered pursuant hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

11. MISCELLANEOUS

11.1 Remedies. Except as otherwise provided herein, the remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by law or in equity. In the event of a breach of this Agreement, the non-breaching party shall be entitled to seek injunctive relief and any other relief available at law or in equity.

11.2 Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party; provided, however, that Assignee may assign this Agreement without Assignor's consent to an affiliate or in connection with a financing or sale of substantially all of its assets.

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