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(k)repurchase agreements which provide for the transfer of securities from a dealer bank <br /> or securities firm (seller/borrower) to the Trustee and the transfer of cash from the Trustee to <br /> the dealer bank or securities firm with an agreement that the dealer bank or securities firm will <br /> repay the cash plus a yield to the Trustee in exchange for the securities at a specified date, <br /> which satisfy the following criteria (unless otherwise approved by the Municipal Bond Insurer): <br /> (i) repurchase agreements must be between the Trustee and (A) a primary dealer <br /> on the Federal Reserve reporting dealer list which falls under the jurisdiction of the <br /> Securities Investors Protection Corporation and which are rated "A" or better by <br /> Moody's and S&P, or (B) a bank rated "A" or better by Moody's and S&P; <br /> (ii) the written repurchase agreement contract must include the following: (A) <br /> securities acceptable for transfer, which may be direct U.S. government obligations, or <br /> federal agency obligations backed by the full faith and credit of the U.S. government <br /> (including the Federal National Mortgage Association and the Federal Home Loan <br /> Mortgage Corporation); (B) the term of the repurchase agreement may be up to 30 days; <br /> (C) the collateral must be delivered to the Trustee or a third party acting as agent for the <br /> Trustee before or simultaneous with payment (perfection by possession of certificated <br /> securities); (D) the Trustee must have a perfected first priority security interest in the <br /> collateral; (E) the collateral must be free and clear of third-party liens and,in the case of <br /> a broker which falls under the jurisdiction of the Securities Investors Protection <br /> Corporation, are not subject to a repurchase agreement or a reverse repurchase <br /> agreement; (F) failure to maintain the requisite collateral percentage, after a two day <br /> restoration period, will require the Trustee to liquidate the collateral; (G) the securities <br /> must be valued weekly, marked-to-market at current market price plus accrued interest <br /> and the value of collateral must be equal to 104% of the amount of cash transferred by <br /> the Trustee to the dealer bank or securities firm under the repurchase agreement plus <br /> accrued interest (unless the securities used as collateral are obligations of the Federal <br /> National Mortgage Association or the Federal Home Loan Mortgage Corporation, in <br /> which case the collateral must be equal to 105% of the amount of cash transferred by the <br /> Trustee to the dealer bank or securities firm under the repurchase agreement plus <br /> accrued interest). If the value of securities held as collateral falls below 104% of the <br /> value of the cash transferred by the Trustee, then additional cash and/or acceptable <br /> securities must be transferred;and <br /> (iii) a legal opinion must be delivered to the Trustee to the effect that the <br /> repurchase agreement meets guidelines under state law for legal investment of public <br /> funds; <br /> (1) pre-refunded municipal bonds rated "Aaa" by Moody's and "AAA" by S&P; <br /> provided,however,pre-refunded municipal bonds rated by S&P only (i.e.,no Moody's rating) <br /> are acceptable if such pre-refunded municipal bonds were pre-refunded with cash, direct U.S.. <br /> or U.S. guaranteed obligations or AAA-rated pre-refunded municipal bonds; and <br /> (m)any other investments permitted in writing by the Municipal Bond Insurer. <br /> "Principal Account" means the account by that name established in the Bond Fund <br /> pursuant to Section 5.02(b). <br /> "Project" means the project for a Member to be financed with a portion of the proceeds <br /> of the Bonds,as more fully described in Exhibit C attached hereto. <br /> "Project Fund" means the fund by that name established and held by the Trustee <br /> pursuant to Section 3.04. <br /> -8- <br />