Lease Agreement City of RWC PFA as sublessor

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"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 a11 expenses incurred in the collection thereof. "Permitted Encumbrances" means, as of any time: (a) liens for general ad valorem taxes and assessments, if any, not then delinquent, or which the City may permit to remain unpaid under Article VI of this Lease Agreement; (b) the Site and Facility Lease, this Lease Agreement and the Assignment Agreement; (c) any right or claim of any mechanic, laborer, materialman, supplier or vendor not filed or perfected in the manner prescribed by law; (d) the exceptions disclosed in the title insurance policy issued with respect to the Property issued as of the Closing Date; and (e) any easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions which exist of record and which the City certifies in writing will not materially impair the use of the Property for its intended purposes. "Property"means,collectively,the Site and the Facility. "Rental Period" means each period during the Term of the Lease commencing on and including July 16 in each year and extending to and including the next succeeding July 15. The first Rental Period begins on the Closing Date and ends on July 15, 2013. "Site" means that certain real property located at 755 Marshall Street, Redwood City, California 94063 and more particularly described in Exhibit A to the Site and Facility Lease and in Exhibit A to the Lease Agreement. "Site and Facility Lease" means the Site and Facility Lease, dated as of May 1, 2013, 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. -5- 338802_2.DOC