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Notwithstanding the foregoing, the agreement may provide for a breakage fee or other penalty that is payable in arrears and not as a condition of a draw by the Trustee if the issuer's obligation to pay such fee or penalty is subordinate to its obligation to pay debt service on the bonds and to make deposits to the debt service reserve fund. (k) The investment agreement shall establish the following as events of default, the occurrence of any of which shall require the immediate liquidation of the investment securities, unless: (i) Failure of the provider or the guarantor(if any) to make a payment when due or to deliver Permitted Collateral of the character, at the times or in the amounts described above; (ii) Insolvency of the provider or the guarantor (if any) under the investment agreement; (iii) Failure by the provider to remedy any deficiency with respect to required Permitted Collateral; (iv) Failure by the provider to make a payment or observe any covenant under the agreement; (v) The guaranty(if any) is terminated, repudiated or challenged; or (vi) Any representation of warranty furnished to the Trustee or the issuer in connection with the agreement is false or misleading. (1) The investment agreement must incorporate the following general criteria: (i) "Cure periods"for payment default shall not exceed two (2) business days; The agreement shall provide that the provider shall remain liable for any deficiency after application of the proceeds of the sale of any collateral, including costs and expenses incurred by the Trustee or Financial Guaranty; Neither the agreement or guaranty agreement, if applicable, may be assigned (except to a provider that would otherwise be acceptable under these guidelines) or amended without the prior consent of Financial Guaranty; (iv) If the investment agreement is for a debt service reserve fund, reinvestments of funds shall be required to bear interest at a rate at least equal to the original contract rate; (v) The provider shall be required to immediately notify Financial Guaranty and the Trustee of any event of default or any suspension, withdrawal or downgrade of the provider's ratings; (vi) The agreement shall be unconditional and shall expressly disclaim any right of set-off or counterclaim; (vii) The agreement shall require the provider to submit information reasonably. requested by Financial Guaranty, including balance invested with the provider, type and market value of collateral and other pertinent information. 12. Forward delivery agreements in which the securities delivered mature on or before each interest payment date (for debt service or debt service reserve funds) or draw down date (construction funds)that meet the following criteria: (a) A specific written investment agreement governs the transaction. E-5