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b. is the lead bank of a parent bank holding <br />company- Uh an uninsured, unsecured and <br />unguaranteed obligation meeting the rating <br />requirements in (a.) above= <br />deposits of any bank or savings and loan association <br />which has combined capital, surplus and undivided <br />Profits of not lose than $3 million, provided such <br />deposits are fully insured by the Federal Deposit <br />Insurance Corporation or Federal Savings and Loan <br />Insurance Corporations <br />(8) investments in a money-market fund rated "Am" or <br />"Am -G" or better by Standard & Poor's Corporation; <br />(9) repurchase agreements with a term of one year or <br />less with any institution with debt rated "AA" or <br />commercial paper rated "A-1" (in each case by <br />Standard & Poor's Corporation); <br />(lo) repurchase agreements collateralized by Direct <br />Obligations or Agency obligations with any <br />registered broker/dealer subject to the Securities <br />Investors' Protection Corporation jurisdiction or <br />any commercial bank, if such broker/dealer or bank <br />has an uninsured, unsecured and unguaranteed <br />obligation rated."Prime-1" or "A3" or better by <br />Moody's Investors Service, and "A-1" or "A-" or <br />better by Standard & Poor's corporation, provided; <br />(A) a master repurchase agreement or specific <br />written,repurchass agreement governs the <br />transactions and <br />(8) the securities are hold free and clear of any <br />lion by the Trustee or an independent third <br />party acting solely as agent for the Trustee, <br />and such third party is (a) a Federal Reserve <br />Bank, (b) a bank which is a member of the <br />Federal Deposit Insurance Corporation and <br />which has combined capital, surplus and <br />undivided profits of not less than $25 <br />million, or (c) a bank approved in writing for <br />such purpose by Financial Guaranty Insurance <br />Company, and the Trustee shall have received <br />written confirmation from such third party <br />that it holds such securities, free and clear <br />of any lien, as agent for the Trustee; and <br />(C) a perfected first security interest under the <br />Uniform Commercial Code, or book entry <br />procedures prescribed at 31 C.F.R. 306.1 et <br />seq. or 31 C.F.R. 350.0 et seq. in such <br />securities is created for the benefit of the <br />Trustee; and <br />Exhibit A <br />Page 2 of <br />