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an unsecured, uninsured and nonguaranteed long-term obligation rated not lower than A by <br />Moody's and S&P; provided, that such counterparty may satisfy such rating requirements by <br />providing an insurance policy for its obligations under any such swap agreement from an insurer <br />whose unsecured ratings are in the rating categories required above, or alternatively by providing <br />an unconditional, irrevocable, unsecured, uninsured and nonguaranteed guaranty of any other <br />entity, including an affiliated entity, whose unsecured ratings are in the rating categories required <br />above. <br />"Rating Agencies" means Moody's and S&P, or whichever of them is then rating Parity <br />Obligations. <br />"Rebate Fund" means the fund by that name established pursuant to any Issuing <br />Instrument. <br />"Rebate Requirement" shall have the meaning specified in any Tax Certificate. <br />"Reserve Fund" and "Reserve Account" shall have the meanings given to such terms in <br />any Issuing Instrument or Supplement. <br />"Reserve Requirement" shall have the meaning given to such term in any Issuing <br />Instrument or Supplement. <br />"S&P" means Standard & Poor's Global Ratings, its successors and assigns, and if such <br />entity shall be deemed to refer to any other nationally recognized securities rating agency (other <br />than Moody's) designated by the City. <br />"Serial Parity Obligations" means Serial Obligations which are Installment Payments or <br />are payable on a parity with Parity Installment Obligations. <br />"Serial Obligations" means Obligations for which no sinking fund payments are provided. <br />"Series" means Obligations issued at the same time or sharing some other common term <br />or characteristic and designated in the Issuing Instrument pursuant to which such Obligations were <br />issued as a separate issue or series of Obligations. <br />"State" means the State of California. <br />"Subordinated Obligations" means any Obligations, the payment of principal and interest <br />on which are subordinated in right of payment to Parity Obligations. <br />"Supplement" means a supplement, supplemental to or amendatory of this Installment <br />Purchase Agreement providing for the payment of specific Installment Payments as the Purchase <br />Price for Components of the Project, executed and delivered by the City and the Authority. <br />"System Revenues" means all income, rents, rates, fees, charges and other moneys derived <br />from the ownership or operation of the Water System, including, without limiting the generality <br />of the foregoing, (i) all income, rents, rates, fees, charges (including standby and capacity charges), <br />insurance proceeds or other moneys derived by the City from the water services, facilities, and <br />10 <br />55394.00068\42092413.3 <br />