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an option, put or call, to hedge payment, currency, rate, spread or similar exposure, between the City and a counterparty; provided that not less than 30 days prior to the City's execution of such contract or agreement, each Rating Agency which maintains a rating with respect to any Parity Obligation receives notice in writing of the City's pending execution thereof; and provided further that at the time of origination each Rating Agency which maintains a rating with respect to any Parity Obligation confirms in writing to the City that the City's execution and delivery of such contract will not result in a downgrading, withdrawal or suspension of such rating. The counterparty to a Qualified Swap Agreement must have, at the date of execution of the Qualified Swap Agreement, an unsecured, uninsured and nonguaranteed long -term obligation rated not lower than A by Moody's and S &P; provided, that such counterparty may satisfy such rating requirements by providing an insurance policy for its obligations under any such swap agreement from an insurer whose unsecured ratings are in the rating categories required above, or alternatively by providing an unconditional, irrevocable, unsecured, uninsured and nonguaranteed guaranty of any other entity, including an affiliated entity, whose unsecured ratings are in the rating categories required above. "Rating Agencies" means Moody's and S &P, or whichever of them is then rating Parity Obligations. "Rebate Fund" means the fund by that name established pursuant to any Issuing Instrument. "Rebate Requirement" shall have the meaning specified in any Tax Certificate. "Reserve Fund" and "Reserve Account" shall have the meanings given to such terms in any Issuing Instrument or Supplement. "Reserve Requirement" shall have the meaning given to such term in any Issuing Instrument or Supplement. "S &P" means Standard & Poor's Ratings Services, its successors and assigns, and if such entity shall be deemed to refer to any other nationally recognized securities rating agency (other than Moody's) designated by the City. "Serial Parity Obligations" means Serial Obligations which are Installment Payments or are payable on a parity with Parity Installment Obligations. "Serial Obligations" means Obligations for which no sinking fund payments are provided. "Series" means Obligations issued at the same time or sharing some other common term or characteristic and designated in the Issuing Instrument pursuant to which such Obligations were issued as a separate issue or series of Obligations. "State" means the State of California. "Subordinated Obligations" means any Obligations, the payment of principal and interest on which are subordinated in right of payment to Parity Obligations. 55394.00011 \8819608.3 10