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200905358 ARTICLE I DEFINITIONS AND EXHIBITS Section 1.1. Definitions. Unless the context otherwise requires, the terms defined in this Section shall, for all purposes of this Lease, have the meanings herein specified. Closing Date: The date upon which the amount specified in Section 2.3 is deposited with the Escrow Agent. Escrow Agent: Wells Fargo Bank, National Association, acting as escrow agent, pursuant to the terms and conditions of the Escrow Agreement, or any successor appointed and sa acting under the terms of the Escrow Agreement. Escrow Agreement: The Escrow Agreement dated as of the date hereof, by and between the Escrow Agent, Lessee, and Lessor and any replacement thereof or supplement thereto. Fair Board Lease. The Lease Agreement dated as of July 1, 2009, by and among Former Park Exposition and Events Center, Inc., Hall County Livestock Improvement Association, the City and the Nebraska State Fair Board. Fiscal Year: The twelve month fiscal period of Lessee which commences on October 1 in every year and ends on the following September 30. Ground Lease: The Ground Lease dated as of the date hereof, by and between the Association, Lessor and Lessee, whereby the Association has leased the Land to Lessee and Lessor. Independent Counsel: An attorney duly admitted to the practice of law before the highest court of the State who is not afull-time employee of Lessor or Lessee. Improvements: The improvements described on Exhibit A hereto, and all repairs, replacements, substitutions and modifications thereto. Interest: The portion of any Rental Payment designated as and comprising interest as shown in the attached Exhibit B. Land: The land described on Exhibit A hereto. Net Proceeds: Any insurance proceeds or condemnation award, paid with respect to the Project, remaining after payment therefrom of all expenses incurred in the collection thereof. Payment Date: The date upon which any Rental Payment is due and payable as provided in Exhibit B. 2