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l ~ , I f \. "Event of Default" means with respect to the Resolution, any Event of Default specified in Section 8.01 of the Resolution and, with respect to the Agreement, any Event of Default specified in Section 8.01 of the Agreement, and with respect to the Deed of Trust, any Event of Default speCified in Section 7.01 of the Deed of Trust. "Federal Securities" means the United States Treasury notes, bonds, bills or certificates of indebtedness or obligations for which the full faith and credit of the United States are pledged for the payment of principal and interest, including United States Treasury (book entry) certificates, notes and bonds, state and local government series. "General Resolution" means the Resolution of the Authority entitled "A Resolution of the Industrial Development Authority of the City of Santa Ana Authorizing the Issuance of Not to Exceed $3,000,000 Principal Amount of Industrial Development Authority of the City of Santa Ana Industrial Revenue Bonds (Fairview Investors Project) adopted by the Authority on November 7, 1983. "Improvements" means the i ndustri a 1 offi ce and research and development facilities of approximately 40,000 square feet to be constructed adjacent to the manufacturing facilities owned by the Company and to be located on the Site and which are acquired, constructed and improved by the Company with the proceeds of the sa 1 e of the Bonds pursuant to the provi s ions of Section 3.03 of the Agreement or the proceeds of any payment by the Company pursuant to Sect i on 3.05 of the Agreement, together with renovations to said manufacturing facilities and acquisition and construction of related properties and facilities to the Improvements. "Independent Counsel" means an attorney duly admitted to practice law before the highest court of any state and who is not a full-time employee, partner or offi cer of the Authori ty or the Company. "Initial Purchasers" means the initial purchasers of the Bonds from the Authority on the Delivery Date. "Law" means Title 10 (commencing with Section 91500) of the California Government Code, as now in force or as hereafter amended from time to time. "Lease" means that certain lease, dated October 10, 1983, by and between the Company as lessor and Philips Medical Systems, Inc. as lessee of the Site and the facilities located thereon, including the Improvements. "Loan" means the loan by the Authority to the Company pursuant to Section 4.01 of the Agreement. "Net Proceeds", when used with respect to any insurance proceeds, means the proceeds from insurance policies required by Section 4.06 or Section 4.09 of the Agreement; and when used with respect to such insurance proceeds or any condemn at i on award. means the amount remai ni ng after deducti ng a 11 expenses (including attorneys' fees) incurred in the collection of such proceeds or award from the gross proceeds thereof. EXHIBIT A 3