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<br />6 <br />4846-5351-8811v3/200434-0005 <br />(8) Investments in money-market funds rated AAAm or AAAm-G by S&P, <br />including funds for which the Trustee and its affiliates provide investment advisory or other <br />management services. <br />(9) Repurchase agreements that meet the following criteria: <br />a. A master repurchase agreement or specific written repurchase <br />agreement, substantially similar in form and substance to the Public <br />Securities Association or Bond Market Association master repurchase <br />agreement, governs the transaction. <br />b. Acceptable providers shall consist of (i) registered broker/dealers <br />subject to Securities Investors’ Protection Corporation (“SIPC”) <br />jurisdiction or commercial banks insured by the FDIC, if such <br />broker/dealer or bank has an uninsured, unsecured and unguaranteed <br />rating of A3/P-1 or better by Moody’s and A-/A-1 or better by S&P, <br />or (ii) domestic structured investment companies rated Aaa by <br />Moody’s and AAA by S&P. <br />c. The repurchase agreement shall require termination thereof if the <br />counterparty’s ratings are suspended, withdrawn or fall below A3 or <br />P-1 from Moody’s, or A- or A-1 from S&P. Within ten (10) days, the <br />counterparty shall repay the principal amount plus any accrued and <br />unpaid interest on the investments. <br />d. The repurchase agreement shall limit acceptable securities to U.S. <br />Government Securities and to the obligations of GNMA, FNMA or <br />FHLMC described in 2(d), 3(a) and 3(b) above. The fair market <br />value of the securities in relation to the amount of the repurchase <br />obligation, including principal and accrued interest, is equal to a <br />collateral level of at least 104% for U.S. Government Securities and <br />105% for GNMAs, FNMAs or FHLMCs. The repurchase agreement <br />shall require (i) the Trustee or the Agent to value the collateral <br />securities no less frequently than weekly, (ii) the delivery of <br />additional securities if the fair market value of the securities is below <br />the required level on any valuation date, and (iii) liquidation of the <br />repurchase securities if any deficiency in the required percentage is <br />not restored within two (2) business days of such valuation. <br />e. The repurchase securities shall be delivered free and clear of any lien <br />to the Trustee or to an independent third party acting solely as agent <br />(“Agent”) for the Trustee, and such Agent is (i) a Federal Reserve <br />Bank, or (ii) a bank which is a member of the FDIC and which has <br />combined capital, surplus and undivided profits or, if appropriate, a <br />net worth, of not less than $50 million, and the Trustee shall have <br />received written confirmation from such third party that such third <br />party holds such securities, free and clear of any lien, as agent for the <br />Trustee.