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200412247 agreements comply with the requirements of Rev. Proc. 82 -26 in regard to can- cellation or other matters. Heartland shall take such action as necessary to obtain a determination from the Internal Revenue Service or otherwise that this Agreement does not have any adverse effect on the exempt status of Heartland under Section 501(c)(3) of the Code or the exempt status of Fonner Park under Section 501(c)(4) of the Code. If Heartland is unable to satisfy any of the foregoing conditions, Heartland shall have the option to rescind this Agreement and this Agreement shall be of no further force and effect. The City and Heartland agree and acknowledge that conditions c., h. and i. have been satisfied. Conditions a., b. and f. must be satisfied on or before 12:00 midnight on the fourth anniversary of the date on which this Agreement is executed and delivered, otherwise this Agreement shall terminate and be of no further force and effect. The fourth anniversary of the date on which this Agreement is executed and delivered is October 9, 2005. Conditions d., e. and g. shall be satisfied within a reasonable time after the satisfaction of conditions a., b. and f. Heartland must also have the ability to issue Building Bonds upon satisfaction of the foregoing conditions as contemplated by this Agreement pursuant to Section 103 of the Code and in conformity with the rules and requirements of Rev. Proc. 82 -26 under terms and conditions sufficient to provide net proceeds available for deposit to the Construction Fund in the amount of $7,500,00.00 after reduction for any deposit required to be made to the Debt Service Reserve Fund and for payment of issuance expenses related to the Building Bonds. If Heartland is unable to satisfy such condition, Heartland shall have the option to rescind this Agreement and this Agreement shall be of no further force and effect. 1.2 Paragraph 6. of the Lease Purchase Agreement is hereby amended to read as follows: 6. CONSTRUCTION AND ACQUISITION OF PROJECT BY HEARTLAND. Heartland agrees to provide for the planning, design, construction and acquisition of the Project. The Project shall be constructed in accordance with the Plans and Specifications prepared by the project architect on behalf of Heartland. Heartland shall take bids for construction of the Project in the discretion of Heartland and award the contract to the project contractor. Heartland shall administer and provide for construction of the Project in accordance with the terms of said con- tract. Heartland shall make payment for costs of the Project from the funds in the Construction Fund held by the Trustee, which fund shall contain the proceeds from the sale of Building Bonds issued by Heartland and interest on such funds while invested in the Construction Fund, and from Other Funding Sources. The City shall make any payments to suppliers and contractors, in excess of such funds in the Construction Fund and Other Funding Sources, as additional rent. Heartland shall take bids in the discretion of Heartland for acquisition of such additions, improvements and fixtures as shall be specified to be subject to this Agreement at the time of the issuance of the Building Bonds and which are not included in the construction contracts of the Project. Heartland shall administer and provide for acquisition of such additions, improvements and fixtures in accordance with the terms of said contracts. Heartland shall make payment for