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"Improvements" means those improvements to be to be financed with the proceeds of the Lease Agreement and constructed on the Site more particularly described in Exhibit C to the Lease Agreement. "Interest Payment Date" means the 15th day of each March and September, commencing September 1, 2006. "Lease Agreement" means the Lease Agreement, dated as of July 1 2005, by and between the Authority, as lessor, and the City, as lessee, together with any duly authorized and executed amendments thereto. "Lease Payments" means all payments required to be paid by the City pursuant to Section 4.4 of the Lease Agreement, including any prepayment thereof pursuant to Article X of the Lease Agreement, which payments consist of an interest component and a principal component. "Net Proceeds," when used with respect to insurance or condemnation proceeds, means any insurance proceeds or condemnation award paid with respect to the Property, to the extent remaining after payment therefrom of all expenses incurred in the collection thereof. "Permitted Encumbrances" means, as of any particular time: (a) liens for general ad valorem taxes and assessments, if any, not then delinquent, or which the City may, pursuant to provisions of Article V of the Lease Agreement, permit to remain unpaid; (b) the Assignment Agreement; (c) the Lease Agreement; (d) any right or claim of any mechanic, laborer, materialman, supplier or vendor not filed or perfected in the manner prescribed by law; (e) easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions which exist of record as of the Closing Date and which the City certifies in writing will not materially impair the use of the Property; and (f) easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions established following the date of recordation of the Lease Agreement (or a memorandum thereof) and to which the Assignee and the City consent in writing. "Property" means, collectively, the Site and the Improvements. "Rental Period" means each twelve-month period during the Term of the Lease Agreement commencing on March 2 in any year and ending March 1 in the next succeeding year. "Site" means that certain real property more particularly described in Exhibit A to the Site Lease and in Exhibit B to the Lease Agreement. "Site Lease" means the Site Lease, dated as of July 1 2005, by and between the City, as lessor, and the Authority, as lessee, together with any duly authorized and executed amendments thereto. "State" means the State of California. Exhibit A Page 2 JT25S-49