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200412247 any way. The net award or payment for such taking shall be paid to the City and neither Heartland nor the Trustee shall have any claim to such award or payment. The proceeds of any such award shall be applied by the City to the construction of a replacement facility comparable to the Project. 28. GOVERNANCE OF HEARTLAND. During the term of this Agreement and any management contract between the City and Heartland for the Project, Heartland shall be governed by a Board of Directory �onsistina of not less than five persons. one of whom i. to be nominated by the mayor of the City and all of which shall be subject to annual approval by the .vlavor and City Council and removal for cause. Prior to the issuance of the Building Bonds, the City shall approve Heartlana as then existing consistent with the requirements of Rev. Proc. 82- 26 and the articles of incorporation and Bylaws of Heartland may not thereafter be amended without the consent of the City so long as any of the Building Bonds remain outstanding pro- vided that no such amendment shall be made which would have the effect of causing the interest on the Building Bonds to be includable in gross income under the Code. 29. DEFAULT PROVISIONS. Any default in the due and punctual payment of basic rent by the City shall be enforceable against the City only by direct proceedings against the City by the Trustee for the collection of the same and without any right of acceleration of pay- ments of basic rent. Any other default in performance by the City shall be enforceable by Heartland only by proceedings for injunction or other equitable relief and so long as the Building Bonds remain outstanding, it being understood and acknowledged that such limitations are entered into for the benefit of the registered owners of the Building Bonds and to induce the pur- chase of the Building Bonds. 30. NONRENEWAL OR EXTENSION. The parties agree that upon payment in full by the City of all basic rent, transfer of title of the Project from Heartland to the City shall be made by Heartland to the City and thereupon this Agreement shall terminate. 31. TERM OF AGREENIENT. The term of this Agreement shall be deemed to commence upon approval and execution by the City and Heartland and shall end at such time the Building Bonds are no longer outstanding and thereupon transfer of title to the Project by Heartland to the City shall be made. Dated: �iG- -O q , 2001. ATTEST: RaNae Edwards, City Clerk CITY OF GRAND ISL.A1tD, NEBRASKA, B y: Ken adt, : ayo