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20041224'7 "Agreement" shall mean the Lease Purchase Agreement together with any amendments hereto, including but not limited to the Addendum and the Second Addendum. "Bond Fund" shall mean the fund to be created by the Indenture into which the Payments due under this Agreement shall be deposited for paying principal and interest on the Building Bonds. "Building Bonds" or "Bonds" shall mean the Building Bonds (Heartland Events Center Project), Series 2004, issued pursuant to the Indenture to provide funds to pay a portion of the costs of the construction and acquisition of the Project. "Code" shall mean the Internal Revenue Code of 1986, as amended. "Commencement Date" shall mean the date on which the City receives from Heartland written notification of satisfaction of conditions stated in Paragraph 3. below. The parties hereto acknowledge and agree that the Commencement Date is December 28, 2004. "Construction Contract" shall mean that Standard Form of Agreement Between Owner and Design - Builder C Cost Plus Fee for a Guaranteed Maximum Price dated as of October 12, 2004, by and between Heartland and Sampson Construction Co., Inc., including any successor to such contractor as may be provided for in any payment or performance bond furnished by such contractor under the terms of said agreement. "Construction Fund" shall mean the Construction Fund created pursuant to Article VI of the Indenture to be maintained by the Trustee and into which certain of the proceeds of the sale of the Building Bonds shall be deposited to be disbursed for payments due for costs related to the Project. "Fonner Park" shall mean Hall County Livestock Improvement Association, a Nebraska nonprofit corporation. "Guaranteed Maximum Price" shall mean $20,500,000, the guaranteed maximum price for construction of the Project as provided for in the Construction Contract. "Indenture" shall mean that Trust Indenture and Security Agreement dated as of December 1, 2004 by and between Heartland and the Trustee authorizing the Building Bonds to be issued by Heartland to fund a portion of the costs of the Project. "Insurer" shall mean Ambac Assurance Corporation, a Wisconsin - domiciled stock insurance company, the issuer of the "Policy" as defined below. "Management Contract" shall mean that Management Contract by and between Heartland and the City dated as of December 1, 2004. 2 1 11 A