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(d) Any written repurchase agreement entered into with a Qualified Financial Institution
<br />whose unsecured short term obligations are rated in the Highest Rating Category.
<br />(e) Commercial paper rated in the Highest Rating Category.
<br />(~ Interest bearing negotiable certificates of deposit, interest bearing time deposits, interest
<br />bearing savings accounts and bankers' acceptances, issued by a Qualified Financial Institution if either (i)
<br />the Qualified Financial Institution's unsecured short term obligations are rated in the Highest Rating
<br />Category or (ii) such deposits, accounts or acceptances are fully collateralized by investments described
<br />in clauses (a) or (b) of this definition or fully insured by the Federal Deposit Insurance Corporation.
<br />(g) An agreement held by the Fiscal Agent for the investment of moneys at a guaranteed rate
<br />with a Qualified Financial Institution whose unsecured long term obligations are rated in the Highest
<br />Rating Category or the Second Highest Rating Category, or whose obligations are unconditionally
<br />guaranteed or insured by a Qualified Financial Institution whose unsecured long term obligations are
<br />rated in the Highest Rating Category or Second Highest Rating Category; provided that such agreement is
<br />in a form acceptable to the Funding Lender and the Fiscal Agent; and provided further that such
<br />agreement includes the following restrictions:
<br />(1) the invested funds will be available for withdrawal without penalty or premium,
<br />at any time that (A) the Funding Lender is required to pay moneys from the Fund(s) established
<br />under this Funding Loan Agreement to which the agreement is applicable, or (B) any Rating
<br />Agency indicates that it will lower or actually lowers, suspends or withdraws the rating on the
<br />Funding Loan on account of the rating of the Qualified Financial Institution providing,
<br />guaranteeing or insuring, as applicable, the agreement;
<br />(2) the agreement, and if applicable the guarantee or insurance, is an unconditional
<br />and general obligation of the provider and, if applicable, the guarantor or insurer of the
<br />agreement, and ranks pari passu with all other unsecured unsubordinated obligations of the
<br />provider, and if applicable, the guarantor or insurer of the agreement;
<br />(3) the Funding Lender and the Fiscal Agent receive an Opinion of Counsel, which
<br />may be subject to customary qualifications, that such agreement is legal, valid, binding and
<br />enforceable upon the provider in accordance with its terms and, if applicable, an Opinion of
<br />Counsel that any guaranty or insurance policy provided by a guarantor or insurer is legal, valid,
<br />binding and enforceable upon the guarantor or insurer in accordance with its terms; and
<br />(4) the agreement provides that if during its term the rating of the Qualified Financial
<br />Institution providing, guaranteeing or insuring, as applicable, the agreement, is withdrawn,
<br />suspended by any Rating Agency or falls below the Second Highest Rating Category, the
<br />provider must, within ten days, either: (A) collateralize the agreement (if the agreement is not
<br />already collateralized) with Permitted Investments described in paragraph (a) or (b) by depositing
<br />collateral with the Fiscal Agent or a third party custodian, such collateralization to be effected in
<br />. ~ .
<br />a manner and in an amount reasonably satisfactory to the Funding Lender, or, if the agreement is
<br />already collateralized, increase the collateral with Permitted Investments described in paragraph
<br />(a) or (b) by depositing collateral with the Fiscal Agent or a third party custodian, in an amount
<br />reasonably satisfactory to the Funding Lender, (B) at the request of the Funding Lender, repay the
<br />principal of and accrued but unpaid interest on the investment, in either case with no penalty or
<br />premium unless required by law or (C) transfer the agreement, guarantee or insurance, as
<br />applicable, to a replacement provider, guarantor or insurer, as applicable, then meeting the
<br />requirements of a Qualified Financial Institution and whose unsecured long term obligations are
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<br />FLA.doc
<br />DRAFT 11/28/12 8:39AM
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