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~ ~ n ,.~ ~. "Independent Counsel" means an attorney duly admitted to practice law before the highest court of any state or the District of Columbia and who is not a full-time employee, director or shareholder of Issuer or Co,~,pany. "Issuer" means The County of Ha11, Nehraska, a body politic and corporate duly organized and existing as a County under the Constitution and laws of the State of Nebraska, and its successors and assigns. "Issuer Representative" means the person or persons at the time designated to act on behalf of Issuer by written certificate furnished to Company and Trustee containing the specimen signatures of such person or persons and signed on behalf of Issuer by its duly authorized agent. "Late Payment Rate" means for each series of Bonds the Prime Rate plus one percent (1%) unless otherwise specified. "Net Proceeds," when used with respect to any insurance proceeds from policies required by Section 5.6 of the Agree- ment or any condemnation award, means the amount remaining after deducting all expenses (including attorneys' fees) incurred in the collection of such proceeds or award from the gross proceeds thereof. "Original Purchaser" means InterFirst Bank Houston, N.A., as Purchaser. "Outstanding" or "Bands Outstanding" mean all Bonds which have been authenticated and delivered by Trustee under the Indenture, except: (a) Bonds canceled after purchase in the open market or because of payment at or redemption prior to maturity; (b) Bands maid or deemed to be paid gursuant to Article VIII cf the Indenture; and (c) Bonds in lieu of which others have been authenticated under Section 2.07 or Section 2.08 of the Indenture. "Paying Agent" or "Paying Agents" means such financial institutions and their successors and assigns as are appointed additional Paying Agents pursuant to Section a.08 hereof, ~' !-.~..