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<br />10 <br />4846-5351-8811v3/200434-0005 <br />(l) The investment agreement must incorporate the following general <br />criteria: <br />(i) “Cure periods” for payment default shall not exceed <br />two (2) business days; <br />(ii) The agreement shall provide that the provider shall <br />remain liable for any deficiency after application of <br />the proceeds of the sale of any collateral, including <br />costs and expenses incurred by the Trustee; <br />(iii) Neither the agreement nor guaranty agreement, if <br />applicable, may be assigned (except to a provider that <br />would otherwise be acceptable under these <br />guidelines); <br />(iv) If the investment agreement is for a debt service <br />reserve fund, reinvestments of funds shall be required <br />to bear interest at a rate at least equal to the original <br />contract rate. <br />(v) The provider shall be required to immediately notify <br />the Trustee of any event of default or any suspension, <br />withdrawal or downgrade of the provider’s ratings; <br />and <br />(vi) The agreement shall be unconditional and shall <br />expressly disclaim any right of set-off or <br />counterclaim. <br />(11) Forward delivery agreements in which the securities delivered mature on or <br />before each interest payment date (for debt service or debt service reserve funds) or draw down date <br />(construction funds) that meet the following criteria: <br />(a) A specific written investment agreement governs the transaction. <br />(b) Acceptable providers shall be limited to (i) any registered <br />broker/dealer subject to the Securities Investors’ Protection <br />Corporation jurisdiction, if such broker/dealer or bank has an <br />uninsured, unsecured and unguaranteed obligation rated A3/P-1 or <br />better by Moody’s and A-/A-1 or better by S&P; (ii) any commercial <br />bank insured by the FDIC, if such bank has an uninsured, unsecured <br />and unguaranteed obligation rated A3/P-1 or better by Moody’s and <br />A-/A-1 or better by S&P; and (iii) domestic structured investment <br />companies rated Aaa by Moody’s and AAA by S&P. <br />(c) The forward delivery agreement shall provide for termination or <br />assignment (to a qualified provider hereunder) of the agreement if the <br />provider’s ratings are suspended, withdrawn or fall below A3 or P-1 <br />from Moody’s or A- or A-1 from S&P. Within ten (10) days, the <br />provider shall fulfill any obligations it may have with respect to <br />shortfalls in market value. There shall be no breakage fee payable to <br />the provider in such event.