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<br />Federal Reserve Bank, (ii) a bank which is a member of the Federal Deposit Insurance <br />Corporation and which has combined capital, surplus and undivided profits of not less than <br />$25 million, or (iii) a bank approved in writing for such purpose by Financial Guaranty, and <br />the Issuer shall have received written confirmation from such third party that it holds such <br />securities, free and clear of any lien, as agent for the Issuer; and <br /> <br />C. a perfected first security interest under the Uniform Commercial Code, or <br />book entry procedures prescribed at 31 C.F.R. 306.1 et seq. or 31 C.F.R. 350.0 et seq. in such <br />securities is created for the benefit ofthe Issuer; and <br /> <br />D. the repurchase agreement has a term of thirty days or less, or the Issuer will <br />value the collateral securities no less frequently than monthly and will liquidate the collateral <br />securities if any deficiency in the required collateral percentage is not restored within two <br />business days of such valuation; and <br /> <br />E. the repurchase agreement matures at least ten days (or other appropriate <br />liquidation period) prior to a debt service payment date; and <br /> <br />F. the fair market value of the securities in relation to the amount of the <br />repurchase obligation, including principal and interest, is equal to at least 100%. <br /> <br />(11) Investment agreements with a bank or insurance company which has an unsecured, <br />uninsured and unguaranteed obligation (or claims-paying ability) rated "A3" or better by Moody's <br />and "A-" or better by Standard & Poor's, or is the lead bank ofa parent bank holding company with <br />an uninsured, unsecured and unguaranteed obligation meeting such rating requirements, provided: <br /> <br />A. interest is paid at least semi-annually at a fixed rate during the entire term of <br />the agreement, consistent with bond payment dates, and <br /> <br />B. moneys invested thereunder may be withdrawn without any penalty, premium <br />or charge upon not more than one day's notice (provided such notice may be amended or <br />cancelled at any time prior to the withdrawal date), and <br /> <br />C. the agreement is not subordinated to any other obligations of such insurance <br />company or bank, and <br /> <br />D. the same guaranteed interest rate will be paid on any future deposits made to <br />restore the reserve to its required amount, and <br /> <br />E. the Issuer receives an opinion of counsel that such agreement IS an <br />enforceable obligation of such insurance company or bank. <br /> <br />4 <br />