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200412247 the Indenture. As and to the extent that the City's right to exercise its option under said Section 9.07 has resulted from any failure on the part of the City to make the Payments as the same fall due, the City hereby agrees to pay as liquidated damages (determined with specific reference to the payment rights of the holders of the Building Bonds and the Insurer) payable to the Trustee for the benefit of the holders of the Building Bonds and the Insurer, an amount sufficient, when added to the amount payable under the terms of the option set forth in said Section 9.07, will be sufficient to effect the satisfaction in full of the Building Bonds under the terms of the Indenture and specifically Article VIII thereof. Section VIII. Title to Proiect; Deposit of Deed. The parties hereto agree that upon payment in full of the Payments by the City, legal title in fee simple to the Project shall become solely and automatically vested in the City without further action by City other than notice to Grand Island Abstract, Escrow & Title Company, acting in the capacity of escrow agent (the "Escrow Agent ") as provided in this Section VIII, and shall be conveyed by Heartland to the City by delivery to the City of a warranty deed to the Project without payment of any further amounts to the Heartland. Upon execution of this Second Addendum, a warranty deed conveying the Project from the Heartland to the City has been duly executed and delivered into escrow with the Escrow Agent. Said warranty deed shall convey the Project to the City free and clear of all liens and encumbrances, except easements, covenants and restrictions of record acceptable to the City. Escrow Agent shall hold such deed in escrow, and shall deliver said warranty deed to the City upon receipt by Escrow Agent from the City of reasonably satisfactory evidence that the City has paid all of the Payments due under the Lease Purchase Agreement as amended by this Second Addendum. For purposes of such evidence, the Escrow Agent may rely conclusively on the payment records maintained by the Trustee under the Indenture and any certification with respect thereto provided by the Trustee. In addition, the City shall be conclusively deemed to have made all the Payments and shall be entitled to delivery of such deed by the Escrow Agent in the event that the City has made prepayment with respect to the Payments such that all of the 2004 Bonds are no longer outstanding under the Indenture. For such purpose, the Escrow Agent may also rely conclusively on the payment records of the Trustee under the Indenture as certified by the Trustee. The City hereby agrees to pay the fees and charges of the Escrow Agent as billed from time to time. Section IX. Additions to Proiect. The City shall have the right to make additions to and alterations to the Project which shall upon completion become part of the Project and subject to the terms and conditions of the Lease Purchase Agreement as amended by this Second Addendum. Unless otherwise agreed between the City and the Heartland, any such alterations, additions and improvements shall be paid for by the City and shall be subject to the terms and conditions of this Agreement. Section X. Continuing Disclosure Undertaking. In accordance with the requirements of Rule 15c2 -12 (the "Rule ") promulgated by the Securities and Exchange Commission (the "Commission "), the City hereby agrees that it will provide the following continuing disclosure information: 11