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premiums; Rating Agency fees; financial advisor's fees; and the Bond Registrar's and Paying Agent's initial fees. "Facilities" means the fire hall and any other buildings, structures and improvements to be constructed on the Site, and all furniture, fixtures and equipment to be acquired with proceeds of sale of the Bonds and located thereon. "Fiscal Year" means the twelve-month fiscal period of the City, which commences on January 1 and ends on December 31 of each year. "Ground Lease" means the Ground Lease, dated as of June 1, 2015, by which the City leases the Site to the Authority, as amended or supplemented from time to time. "Independent," when used with reference to an attorney, engineer, architect, certified public accountant, consultant or other professional person, means a person who (i) is in fact independent, (ii) does not have any material financial interest in the City or the transaction to which such person's certificate or opinion relates (other than payment to be received for professional services rendered), and (iii) is not connected with the Authority or the City as an officer, director or employee. "Independent Counsel" means an Independent attorney duly admitted to practice law before the highest court of any state. "Interest Payment Date" means February 1, 2016, and each August 1 and February 1 thereafter until the Bonds are paid in full. "Lease" means this Lease -Purchase Agreement, dated as of June 1, 2015, between the Authority, as lessor, and the City, as lessee, as amended or supplemented from time to time. "Lease Payment" means each of the payments due from the City to the Authority on each Lease Payment Date during the Term of Lease, as shown on EXHIBIT B attached hereto. "Lease Payment Date" means the date upon which any Lease Payment is due and payable as provided in EXHIBIT B attached hereto. "Net Proceeds," when used with respect to proceeds of insurance or a condemnation award, means moneys received or receivable by the City, as owner or as lessee hereunder, or the Authority, as lessee under the Ground Lease or as secured party, of the Site or the Facilities, less the cost of recovery (including attorneys' fees) of such moneys from the insuring company or the condemning authority. "Original Purchaser" means Piper Jaffray & Co. "Outstanding," when used as of any particular time with reference to the Bonds, means all Bonds theretofore authenticated and delivered by the City under the Bond Resolution except: (i) Bonds theretofore canceled by the Bond Registrar or surrendered to the Bond Registrar for cancellation; (ii) Bonds for the payment or redemption of which funds or direct obligations of or obligations fully guaranteed by the United States of America in the necessary amount shall have theretofore been deposited with the Bond Registrar (whether upon or prior to the maturity or the redemption date of such Bonds), provided that if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given pursuant to the Bond Resolution, or provision satisfactory to the Bond Registrar shall have been made for the giving of such notice; and (iii) Bonds in lieu of or in substitution for which other Bonds shall have been authenticated and 460515v2 JAE LN140-112 3