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thereof or on the redemption date or dates specified in the irrevocable instructions <br />referred to above, as appropriate; <br />(h) investment agreements, supported by appropriate opinions of counsel, <br />between the Trustee and a financial institution whose long-term debt has a rating of A or <br />better from S&P or Moody's or a short-term rating which is in the highest general rating <br />category of S&P and Moody's, in any event determined without regard to any refinement <br />or gradation of such rating by a numerical modifier, a plus or a minus sign, or otherwise; <br />(i) Repurchase agreements repos") that provide for the transfer of securities <br />from a dealer bank or securities firm (seller/borrower) to the Trustee (buyer/lender), and <br />the transfer of cash from the Trustee to the dealer bank or securities firm with an <br />agreement that the dealer bank or securities firm will repay the cash plus a yield to the <br />Trustee in exchange for the securities at a specified date. Repurchase agreements must <br />satisfy the following criteria: <br />firm. <br />I. Repos must be between the Trustee and a dealer bank or securities <br />a. Primary dealers on the Federal Reserve reporting dealer list <br />which fall under the jurisdiction of the SIPC and which are rated "A" or <br />better by S&P and Moody's, or <br />b. Banks rated "A" or above by S&P and Moody's. <br />2. The written repo contract must include the following: <br />a. Securities which are acceptable for transfer are: <br />(1) Direct U.S. governments <br />(2) Federal agencies backed by the full faith and credit <br />of the U.S. government (and FNMA and FHLMC) <br />b. The term of the repo may be up to 30 days <br />C. The collateral must be delivered to the Trustee (if the <br />Trustee is not supplying the collateral) or third party acting as agent for <br />the Trustee (if the Trustee is supplying the collateral) before/simultaneous <br />with payment (perfection by possession of certificated securities). <br />d. The Trustee has a perfected first priority security interest in <br />the collateral. <br />e. Collateral is free and clear of third -party liens and in the <br />case of an SIPC broker was not acquired pursuant to a repo or reverse <br />repo. <br />55394.00055\32329348.3 4 <br />55 7 <br />