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<br />7 <br />4846-5351-8811v3/200434-0005 <br />f. A perfected first security interest in the repurchase securities shall be <br />created for the benefit of the Trustee, and the issuer and the Trustee <br />shall receive an opinion of counsel as to the perfection of the security <br />interest in such repurchase securities and any proceeds thereof. <br />g. The repurchase agreement shall have a term of one year or less, or <br />shall be due on demand. <br />h. The repurchase agreement shall establish the following as events of <br />default, the occurrence of any of which shall require the immediate <br />liquidation of the repurchase securities: <br />(i) insolvency of the broker/dealer or commercial bank <br />serving as the counterparty under the repurchase <br />agreement; <br />(ii) failure by the counterparty to remedy any deficiency <br />in the required collateral level or to satisfy the margin <br />maintenance call under item 9(d) above; or <br />(iii) failure by the counterparty to repurchase the <br />repurchase securities on the specified date for <br />repurchase. <br />(10) Investment agreements, collateralized at 102%, (also referred to as guaranteed <br />investment contracts) that meet the following criteria: <br />a. A master agreement or specific investment agreement governs the <br />transaction. <br />b. Acceptable providers of uncollateralized investment agreements shall <br />consist of (i) domestic FDIC-insured commercial banks, or U.S. <br />branches of foreign banks, rated at least Aa2 by Moody’s and AA by <br />S&P; (ii) domestic insurance companies rated Aaa by Moody’s and <br />AAA by S&P; and (iii) domestic structured investment companies <br />rated Aaa by Moody’s and AAA by S&P. <br />c. Acceptable providers of collateralized investment agreements shall <br />consist of (i) registered broker/dealers subject to SIPC jurisdiction, if <br />such broker/dealer has an uninsured, unsecured and unguaranteed <br />rating of Al or better by Moody’s and A+ or better by S&P; <br />(ii) domestic FDIC-insured commercial banks, or U.S. branches of <br />foreign banks, rated at least A1 by Moody’s and A+ by S&P; (iii) <br />domestic insurance companies rated at least A1 by Moody’s and A+ <br />by S&P; and (iv) domestic structured investment companies rated <br />Aaa by Moody’s and AAA by S&P. Required collateral levels shall <br />be as set forth in 10(f) below. <br />d. The investment agreement shall provide that if the provider’s ratings <br />fall below Aa3 by Moody’s or AA- by S&P, the provider shall within <br />ten (10) days either (i) repay the principal amount plus any accrued