Bond Transfer Authorization Letter

Bond Transfer Authorization Letter

Parties

Recitals

WHEREAS, Principal holds legal and beneficial title to one or more bonds and/or debt instruments identified below (the "Securities"), and desires to transfer such Securities to the Recipient in accordance with the terms and conditions set forth herein;

WHEREAS, Recipient is authorized and able to accept delivery of the Securities into the receiving account identified above and to coordinate with the applicable transfer agent, clearing agency or custodian to effect final settlement; and

WHEREAS, the parties wish to set forth their mutual obligations, representations, and authorizations to facilitate an orderly transfer of the Securities.

Bond Details

Provide details for each bond to be transferred. If more space is required, use Additional Bonds field below.

CUSIP:    Certificate No.:    Principal Amount: $    Maturity Date:

CUSIP:    Certificate No.:    Principal Amount: $    Maturity Date:

Scope of Work

Principal hereby authorizes Recipient and any designated transfer agent, clearing agency, custodian or pay agent to take all actions reasonably necessary to effect the transfer of the Securities described above, including without limitation: coordinate the surrender or release of certificates, transmit instructions to the transfer agent or clearing system, execute transfer documents on Principal's behalf as authorized below, and confirm receipt of transferred Securities into the receiving account.

Payment Terms

Principal agrees to pay Recipient any agreed transfer fee or processing charges for services rendered in connection with the transfer. Payment terms and remedies for nonpayment are set forth below.

Term and Termination

This Authorization is effective as of the Start Date and, unless earlier terminated in accordance with this section, will remain in effect until the End Date or until the transfer described herein is completed to the reasonable satisfaction of both parties.

Representations and Warranties; Indemnity

Principal represents and warrants that (a) Principal is the lawful owner of the Securities free and clear of liens, encumbrances or adverse claims except as disclosed in writing; (b) the execution and delivery of this Authorization and completion of the transfer will not violate any agreement, law or court order applicable to Principal; and (c) all signatures and authorizations provided to effect the transfer are genuine and binding.

Principal shall indemnify and hold harmless Recipient, its officers, agents and affiliates from and against any loss, liability, claim or expense (including reasonable attorneys' fees) arising out of any breach of the foregoing representations or any misstatement or omission of material fact by Principal in connection with this Authorization, except to the extent such loss results from Recipient's gross negligence or willful misconduct.

Confidentiality

Each party agrees to hold in confidence any nonpublic business or financial information received from the other party in connection with this Authorization and to use such information solely to carry out the transfer. This obligation shall not apply to information that is or becomes publicly available other than through a breach of this Agreement, is lawfully obtained from a third party, or is required to be disclosed by court order or applicable law, provided the disclosing party gives prompt notice to the other party when permissible.

Governing Law; Dispute Resolution

This Authorization shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. Any dispute arising out of or relating to this Authorization shall be resolved by the courts located within that state, and each party submits to the exclusive jurisdiction of such courts.

Entire Agreement

This Authorization, together with any attachments and schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether oral or written. No amendment or modification will be effective unless in writing and signed by both parties.

Authorization; Signatures

Principal hereby authorizes Recipient and its agents to act on Principal's behalf solely for the purpose of effecting the authorized transfer. Principal authorizes the release of any information reasonably necessary to consummate the transfer. The undersigned certify under penalty of perjury that they are authorized to execute this Authorization on behalf of the named party and that the information provided herein is true and correct.

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