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executive, legislative, judicial, taxing, regulatory, fiscal, monetary or administrative powers or
<br />functions of or pertaining to government, or any arbitrator, mediator or other person with
<br />authority to bind a party at law.
<br />"Hazardous Substance" means any substance that shall, at any time, be listed as
<br />"hazardous" or "toxic" in any Applicable Environmental Law or that has been or shall be
<br />determined at any time by any agency or court to be a hazardous or toxic substance regulated
<br />under Applicable Environmental Laws; and also means, without limitation, raw materials,
<br />building components, the products of any manufacturing, or other activities on the Property,
<br />wastes, petroleum, and source, special nuclear, or by- product material as defined by the
<br />Atomic Energy Act of 1954, as amended (42 USC Sections 3011 et seq.).
<br />"Lease Agreement " means this Lease Agreement, dated as of June 1, 2014, between the
<br />Authority and the City.
<br />"Lease Payment Date" means January 1 and July 1 in each year, commencing January 1,
<br />2015, and continuing to and including the date on which the Lease Payments are paid in full.
<br />"Lease Payments" means all payments required to be paid by the City under Section 4.3,
<br />including any prepayment thereof under Sections 9.2 or 9.3.
<br />"Material Adverse Effect" means an event or occurrence which adversely affects in a
<br />material manner (a) the assets, liabilities, condition (financial or otherwise), business, facilities
<br />or operations of the City, (b) the ability of the City to carry out its business in the manner
<br />conducted as of the date of this Lease Agreement or to meet or perform its obligations under
<br />this Lease Agreement on a timely basis, (c) the validity or enforceability of this Lease
<br />Agreement, or (d) the exclusion of the interest component of the Lease Payments from gross
<br />income for federal income tax purposes or the exemption of such interest for state income tax
<br />purposes.
<br />"Material Litigation" means any action, suit, proceeding, inquiry or investigation against
<br />the City in any court or before any arbitrator of any kind or before or by any Governmental
<br />Authority, (a) if determined adversely to the City, may have a Material Adverse Effect, (b)
<br />seek to restrain or enjoin any of the transactions contemplated by this Lease Agreement, or (c)
<br />may adversely affect (i) the exclusion of the interest component of the Lease Payments from
<br />gross income for federal income tax purposes or the exemption of such interest for state
<br />income tax purposes or (ii) the ability of the City to perform its obligations under this Lease
<br />Agreement.
<br />"Net Proceeds" means any insurance or eminent domain award (including any proceeds
<br />of sale to a governmental entity under threat of the exercise of eminent domain powers), paid
<br />with respect to the Property, to the extent remaining after payment therefrom of all expenses
<br />incurred in the collection thereof.
<br />"1994 Bonds" means the Santa Ana Financing Authority Police Administration and
<br />Holding Facility Lease Revenue Bonds, Series 1994A, outstanding in the principal amount of
<br />$67,100,000.
<br />"1994 Bonds Escrow Agreement" means that certain escrow deposit and trust agreement,
<br />dated June 12, 2014, by and between the City and the Escrow Bank, relating to the defeasance
<br />of a portion of the Defeased 1994 Bonds.
<br />"1994 Bonds Escrow Fund" means the escrow fund established by and held by the
<br />Escrow Bank under the 1994 Bonds Escrow Agreement.
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