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acceptable to Standard & Poor's and Moody's to maintain an "A" rating in an "A" rated <br />structured financing (with a market value approach); or (ii) assign the investment <br />agreement and all of its obligations thereunder to a financial institution mutually <br />acceptable to the provider and the City which is rated either in the first or second highest <br />category by Standard & Poor's and Moody's; and <br />(2) the provider's rating by either Standard & Poor's or Moody's is <br />withdrawn or suspended or falls below "A -" or "AY, respectively, the provider must, at <br />the direction of the City or the Fiscal Agent, as appropriate, within ten (10) days of <br />receipt of such direction, repay the principal of and accrued but unpaid interest on the <br />invested funds, in either case with no penalty or premium to the City or the Fiscal Agent, <br />as appropriate; and <br />(f) the investment agreement shall provide and an opinion of counsel shall be <br />rendered, in the event collateral is required to be pledged by the provider under the terms <br />of the investment agreement at the time such collateral is delivered, that the Holder of the <br />Collateral has a perfected first priority security interest in the collateral, any substituted <br />collateral and all proceeds thereof (in the case of bearer securities, this shall mean the <br />Haider of the Collateral is in possession of such collateral); and <br />(g) the investment agreement shall provide that if during its term <br />(1) the provider shall default in its payment obligations, the provider's <br />obligations under the investment agreement shall, at the direction of the City or the Fiscal <br />Agent, be accelerated and amounts invested and accrued but unpaid interest thereon shall <br />be paid to the City or the Fiscal Agent, as appropriate; and <br />(2) the provider shall become insolvent, not pay its debts as they <br />become due, be declared or petition to be declared banla-upt, etc., the provider's <br />obligations shall automatically be accelerated and amounts invested and accrued but <br />unpaid interest thereon shall be paid to the City or the Fiscal Agent, as appropriate; <br />(viii) Commercial paper rated, at the time of purchase, "Prime - 1" by Moody's and "A- <br />1" or better by Standard & Poor's; <br />(ix) Bonds or notes issued by any state or municipality which are rated by Moody's <br />and Standard & Poor's in one of the two highest rating categories assigned by them; <br />(x) Deposit accounts, federal funds or bankers acceptances with a maximum term of <br />one year of any bank which has an unsecured, uninsured and unguaranteed obligation rating of <br />"Prime - 1" or "AY or better by Moody's and "A -1" or better by Standard & Poor's; <br />(xi) Repurchase agreements which satisfy the following criteria: <br />(a) Repurchase agreements must be between the City or the Fiscal Agent, as <br />appropriate, and a dealer bank or securities firm which is: <br />N <br />55B -28 <br />