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following additional conditions with respect to such <br />collateralized securities must be satisfied: <br />* the Fiscal <br />agent for <br />collateral; <br />Agent or a third party acting solely as <br />the Trustee has possession of the <br />* the Fiscal Agent has a perfected first priority <br />security interest in the collateral; <br />* collateral is free and clear of third-party liens <br />and in the case of a Securities Investors <br />Protection Corp. broker, was not acquired pursuant <br />to a repurchase agreement or reverse repurchase <br />agreement; and <br />* failure to maintain the requisite collateral level <br />will require the Fiscal Agent to liquidate <br />collateral. <br />(v) Repurchase agreements with any bank, trust <br />company or national banking association insured by the <br />Federal Deposit Insurance Corporation, the Federal <br />Savings and Loan Insurance Corporation or the Securities <br />Investors Protection Corp. or with any government bond <br />dealer recognized as a primary dealer by the Federal <br />Reserve Bank of New York, which agreements are fully and <br />continuously secured by a valid and perfected priority <br />security interest in obligations described in paragraph <br />(i) or (ii) of this definition, provided that either the <br />unsecured debt of such bank, trust company or national <br />banking association is rated "A1" or better by the <br />Rating Agency, or that the following conditions are met: <br />* the Fiscal Agent or a third party acting solely as <br />agent for the Fiscal Agent has possession of the <br />collateral; <br />* the Fiscal Agent has a perfected first priority <br />security interest in the collateral; <br />* collateral is free and clear of third-party liens <br />and in the case of a Securities Investors <br />Protection Corp. broker, was not acquired pursuant <br />to a repurchase agreement or reverse repurchase <br />agreement; and <br />* failure to maintain the requisite collateral level <br />will require the Fiscal Agent to liquidate <br />collateral. <br />-7- <br />