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wastes, petroleum, and source, special nuclear, or by- product material as defined by the Atomic Energy Act of 1954, as amended (42 USC Sections 3011 et seq.). "Lease Agreement " means this Lease Agreement, dated as of June 1, 2014, between the Authority and the City. "Lease Payment Date" means January 1 and July 1 in each year, commencing January 1, 2015, and continuing to and including the date on which the Lease Payments are paid in full. "Lease Payments" means all payments required to be paid by the City under Section 4.3, including any prepayment thereof under Sections 9.2 or 9.3. "Material Adverse Effect" means an event or occurrence which adversely affects in a material manner (a) the assets, liabilities, condition (financial or otherwise), business, facilities or operations of the City, (b) the ability of the City to carry out its business in the manner conducted as of the date of this Lease Agreement or to meet or perform its obligations under this Lease Agreement on a timely basis, (c) the validity or enforceability of this Lease Agreement, or (d) the exclusion of the interest component of the Lease Payments from gross income for federal income tax purposes or the exemption of such interest for state income tax purposes. "Material Litigation" means any action, suit, proceeding, inquiry or investigation against the City in any court or before any arbitrator of any kind or before or by any Governmental Authority, (i) if determined adversely to the City, may have a Material Adverse Effect, (ii) seek to restrain or enjoin any of the transactions contemplated by this Lease Agreement, or (iii) may adversely affect (A) the exclusion of the interest component of the Lease Payments from gross income for federal income tax purposes or the exemption of such interest for state income tax purposes or (B) the ability of the City to perform its obligations under this Lease Agreement. "Net Proceeds" means any insurance or eminent domain award (including any proceeds of sale to a governmental entity under threat of the exercise of eminent domain powers), paid with respect to the Property, to the extent remaining after payment therefrom of all expenses incurred in the collection thereof. "1994 Bonds" means the Santa Ana Financing Authority Police Administration and Holding Facility Lease Revenue Bonds, Series 1994A, outstanding in the principal amount of $67,100,000. "1994 Bonds Escrow Agreement" means that certain escrow deposit and trust agreement, dated June 12, 2014, by and between the City and the Escrow Bank, relating to the defeasance of a portion of the 1994 Bonds. "1994 Bonds Escrow Fund" means the escrow fund established by and held by the Escrow Bank under the 1994 Bonds Escrow Agreement. "1998 Certificates " means the City of Santa Ana Certificates of Participation (1998 City Hall Expansion Project), outstanding in the principal amount of $8,015,000. "1998 Certificates Escrow Agreement" means that certain escrow deposit and trust agreement, dated June 12, 2014, by and between the City and the Escrow Bank, relating to the defeasance of the 1998 Certificates. "1998 Certificates Escrow Fund" means the escrow fund established by and held by the Escrow Bank under the 1998 Certificates Escrow Agreement. -4- 4-49