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HomeMy WebLinkAboutPIATT - PlayfairAGREEMENT FOR PAYMENTS IN ADDITION TO TAXES Playfair Component This Agreement for Payment in Addition to Taxes (Playfair Component) (the "Agreement'), executed this �P day of4artuary, 2015, by and between The City of Carmel Redevelopment Commission ("CRC') and CCC West, LLC (thee "Owner"), Witnesses: FP�i4 Y Recitals WHEREAS, CRC, CCC, CCC Phase II, LLC, and Owner have executed the Second Component Project Agreement; WHEREAS, CRC and Owner have executed the Playfair Component Project Agreement, which applies with respect to the construction of the Playfair Component on the Playfair Component Site, WHEREAS, this Agreement is the "Playfair Component Taxpayer Agreement' required to be executed pursuant to the Second Component Project Agreement; and WHEREAS, CRC and Owner desire to enter into this Agreement; Agreement NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged hereby, CRC and Owner agree as follows: 1. Definitions. Applicable Rate shall mean the tax rate that is used for purposes of determining the Real Estate Taxes. Assessed Value shall mean the value of all or a portion of the Playfair Component Property, as assessed by the Taxing Authorities for the purpose of determining Real Estate Taxes. Bonds shall mean the tax increment bonds issued in accordance with the Second Component Project Agreement, Casualty Damage shall mean damage to, or destruction of, all or any portion of the Playfair Component Property. CCC shall mean Carmel City Center, LLC. City shall mean the City of Carmel, Indiana. Cure Period shall mean a period of 30 days after Owner receives notice specifying the nature of a failure by Owner to observe or perform any term or condition of this Agreement to be observed or performed by it, provided that, if the failure is of such a nature that it cannot be remedied within 30 days, despite reasonably diligent efforts, then the 30-day period shall be extended as reasonably may be necessary for Owner to remedy the failure, so long as Owner: (a) commences to remedy the failure within the 30-day period, and (b) diligently pursues such remedy to completion. Event of Default shall have the meaning set forth in Subsection 6(a). Laws shall mean all applicable laws, statutes, and/or ordinances, and any applicable governmental rules, regulations, guidelines, orders, and/or decrees. Letter of Credit shall mean a letter of credit issued for the benefit of CRC: (a) by an institution that reasonably is satisfactory to CRC (which may include, without limitation, a bank holding company, a financial holding company, or a thrift holding company); (b) in an amount that reasonably is satisfactory to CRC; (c) that has a term of not less than one year; (d) that is irrevocable and payable on sight, (e) provides that if there is an Event of Default, then CRC shall have the right to make a draw thereon in the amount with respect to which the Event of Default applies, which draw may be made by presenting a certification signed by CRC and stating: (i) that there is an existing Event of Default; and (ii) the amount with respect to which the Event of Default applies, togetherwith any additional amounts to which CRC is entitled as a result of such default, and (f) otherwise is on terms and conditions that reasonably are acceptable to CRC. Non -Payment Lien shall mean a lien against the Playfair Component Property in the amount of all delinquent PIATT Payments, together with the interest that has accrued thereon, which lien shall be similar in type to a lien for real estate taxes (including that such lien shall have the same priority as a lien for real estate taxes). Accordingly, each Non -Payment Lien shall be prior to any mortgage or other lien or encumbrance on the Playfair Component Property, other than the lien of current Real Estate Taxes not delinquent. PIATT Payment shall mean a payment in an amount determined pursuant to Subsection 3(c), which payment shall be made in accordance with Subsection 3(d). Playfair Component shall mean a five -story building consisting of approximately 63,000 square feet, together with related facilities, to be constructed on the Playfair Component Site, which building will house residential units, retail space, restaurant space, and/or office space. The Playfair Component is a "Component" under the Remainder Project Agreement. The five -story building to be constructed as part of the Playfair Component: (a) is a "Building", and a "New Improvement', under the Remainder Project Agreement; and (b) will be in the location generally labeled as "Playfair Building" on the site plan attached to the Remainder Project Agreement Amendment as Replacement Exhibit and defined in the Remainder Project Agreement as the "Committed Site Plan". Playfair Component Increment shall mean the allocated property tax proceeds (i.e., the "increment') that are generated from ad valorem real property taxes levied or imposed on or against the Playfair Component Property as a result of the construction of the Playfair Component, which allocated property tax proceeds (increment) are to be on deposit in an allocation fund pursuant to IC §36-7-14-39(b)(2). The Playfair Component Increment is the portion of the "New Improvements Increment' under the Remainder Project Agreement that is attributable to the Playfair Component. Playfair Component Increment Projection shall mean the projected annual Playfair Component Increment, as set forth on Exhibit B. The Playfair Component Increment Projection: (a) is the "Playfair Component Increment Estimate" under the Second Component Project Agreement; and (b) has been approved by the "Financial Advisor" (as defined in the Second Component Project Agreement), as required by the Second Component Project Agreement. Playfair Component Project Agreement shall mean that certain Project Agreement (Playfair Component) of even date herewith executed by and between CRC and Owner. Playfair Component Property shall mean, collectively, the Playfair Component and the Playfair Component Site. Playfair Component Site shall mean that certain real estate delineated as the "Playfair Component Site' on Exhibit A-1, and more particularly described on Exhibit A-2. The Playfair Component Site: (a) is the "Playfair Component Site" under each of the Second Component Project Agreement and the Playfair Component Project Agreement, and (b) comprises a portion of the real estate defined in the Remainder Project Agreement as the "Parcel 5 Remainder Site'. Z:\Documents\Shoup, Jenny\City of Carmel\Parcel 50ayfair 21 Jani5 Component\P layfair PIATTP IATT Agreement-Playfair, v2 wpd -2- Projected Applicable Rate shall mean the projected rate to be used for purposes of determining the Real Estate Taxes, as set forth in the Playfair Component Increment Projection. Projected Assessed Value shall mean the projected assessed value of the Playfair Component Property, as set forth in the Playfair Component Increment Projection. Real Estate Taxes shall mean all ad valorem real estate taxes that are levied, imposed, or charged on, against, for, or with respect to, all or a portion of the Playfair Component Property by or for all Taxing Authorities, assuming application of the Applicable Rate to the Assessed Value without any credits, exemptions, deductions, or other reductions. All taxes, assessments, levies, impositions, duties, imposts, fees, contributions, and charges of any nature that, in whole or in part, are levied, imposed, or charged in substitution or replacement for or of ad valorem real estate taxes shall be deemed to be"Real Estate Taxes' for all purposes, notwithstanding the denomination or characterization of such taxes, assessments, levies, impositions, duties, imposts, fees, contributions, or charges. Remainder Project Agreement shall mean that certain Project Agreement (Parcel 5 Remainder/Parcels 4 & 11) executed by and among CRC, CCC, and Village Housing Corporation and dated December 7, 2011, as amended by that certain First Amendment to Project Agreement (Parcel 5 Remainder/Parcels 4 & 11) dated December 15, 2014. Second Component Project Agreement shall mean that certain Project Agreement (Second Component/Park East/SC Public Improvements) by and among CRC, CCC, CCC Phase Il, LLC, and Owner and dated December 15, 2014. Secured Financing shall mean the issuance of the Bonds, a proportionate share of the debt service with respect to which will be paid with the Playfair Component Increment. If: (a) there is a restructuring of the Bonds; and/or (b) the Bonds are repaid, refunded, redeemed, defeased, refinanced, and/or "taken out' in full and replaced with a new financing; and after such restructuring or replacement with a new financing, all or a proportionate share of the debt service for the Bonds or such other financing will be paid with the Playfair Component Increment, then the restructured Bonds and/or the new financing shall constitute the "Secured Financing" for purposes of this Agreement. Tax Payment Lien shall mean, for each year, a lien against the Playfair Component Property in the amount of the greater of: (a) the amount of the Playfair Component Increment that actually will be generated for such year; or (b) the amount of the Playfair Component Increment projected by the Playfair Component Increment Projection to be generated for such year. Such lien shall: (a) be in addition to the statutory lien of current Real Estate Taxes not delinquent, and (b) be similar in type to statutory lien of current Real Estate Taxes not delinquent (including that such lien shall have the same priority as the statutory lien of current Real Estate Taxes not delinquent). Accordingly, each Tax Payment Lien shall be prior to any mortgage or other lien or encumbrance on the Playfair Component Property, other than the statutory lien of current Real Estate Taxes not delinquent. Taxing Authority shall mean the State of Indiana or any county, township, school corporation, library district, special district, municipality, or other governmental agency or authority in or of the State of Indiana, including, without limitation and when applicable, the City. Term shall mean the period set forth in Section 2. 2. Term. The "Term" of this Agreement shall: (a) commence on the date hereof, and (b) expire on the date on which the Secured Financing is repaid, refunded, redeemed, defeased, refinanced, and/or "taken out' in full, other than in connection with a refinancing in which the new financing constitutes a Secured Financing, provided that, notwithstanding the foregoing, so long as there is no continuing Event of Default, the Term shall expire on the last day of the calendar year with respect to which the Playfair Component Increment Projection ZOocuments\Shoup, Jenny\City of Carmel\Parcol 5\Playfair 21 Jan15 Component\Playfair PIATnPIATT Agreement-Playfairv2 woo -3- applies, as set forth on Exhibit B. 3. Payments. (a) Payments. If, for any semi-annual period during or after the first year with respect to which Exhibit B reflects a Playfair Component Increment Projection, the Playfair Component does not generate the amount of the Playfair Component Increment projected by the Playfair Component Increment Projection to be generated, then Owner shall make a PIATT Payment to CRC. (b) Amount. The amount of the PIATT Payment shall be equal to the difference between: (i) the amount of the Playfair Component Increment projected by the Playfair Component Increment Projection to be generated for the applicable semi-annual period, minus (ii) the Playfair Component Increment actually generated for such semi-annual period. Accordingly, as set forth in the Project Agreement, Owner in effect is "guaranteeing" receipt of an amount equal to the Playfair Component Increment Projection. (c) Date Due. For any semi-annual period with respect to which a PIATT Payment is due, such PIATT Payment shall be paid on June 15 or December 15, as applicable. 4. Appeal Prohibition. (a) Notice. During the Term, Owner shall not challenge or appeal the Assessed Value, the Applicable Rate, and/or the application of the Applicable Rate to the Assessed Value without first providing to CRC written notice of such intended challenge or appeal at least 30 days in advance such that CRC has sufficient time to take such actions as it determines to be necessary or appropriate to be able to block, object to, or otherwise contest such challenge or appeal. (b) Prohibitions. During the Term, Owner shall not: (i) challenge or appeal the Assessed Value, the Applicable Rate, and/or the application of the Applicable Rate to the Assessed Value to the extent that such challenge or appeal that would cause: (A) the Assessed Value to be less than 110% of the Projected Assessed Value; and/or (B) the Applicable Rate to be less than the Projected Applicable Rate; or (ii) take any direct or indirect steps or actions (including, without limitation, contacting or influencing Taxing Authorities) that would cause: (A) the Assessed Value to be less than 110% of the Projected Assessed Value, and/or (B) the Applicable Rate to be lower than the Projected Applicable Rate. 5. Casualty. (a) Casualty Damage. If there is Casualty Damage, then: (i) promptly after the occurrence of such damage or destruction, Owner shall commence reconstruction, repair, and/or replacement of the Playfair Component Property, (ii) Owner shall complete such reconstruction, repair, and/or replacement: (A) as expeditiously as possible, and (B) so that, upon completion thereof, the Playfair Component Property is in substantially the same condition as existed immediately prior to the Casualty Damage; and (iii) Owner shall pay all costs and expenses in connection with completing such reconstruction, repair, and/or replacements so that the Playfair Component Property is free and clear of all claims and liens Z:Mocuments\Shoup, Jenny\City of Carmel\Parcel 5\Playfair 21Jan15 Component\Playfair PIAT PIATT Agreement-Playfair,v2.wpd -4- resulting from such reconstruction, repair, and/or replacements. (b) Casualty Insurance. During the Term, Owner shall maintain casualty insurance with respect to the Playfair Component Property, the policy of which shall: (i) be issued by a reputable insurance company; and (ii) provide coverage on a replacement costs basis. If there is Casualty Damage, then the proceeds of the casualty insurance: (i) shall be used to pay the cost to reconstruct, repair, and/or replace the Playfair Component Property; and (ii) shall not be used to prepay all or any portion of the principal balance of any loan that is secured by the Playfair Component Property. (c) Business Interruption. During the Term, Owner shall maintain business interruption insurance with coverage sufficient to pay Real Estate Taxes and any PIATT Payments due hereunder during the period in which Owner is reconstructing, repairing, and/or replacing the Playfair Component Property following Casualty Damage. If there is Casualty Damage, then the proceeds of such insurance: (i) shall be used to pay Real Estate Taxes and any PIATT Payments due hereunder during the period in which Owner is reconstructing, repairing, and/or replacing the Playfair Component Property, and (ii) shall not be used to prepay all or any portion of the principal balance of any loan that is secured by the Playfair Component Property. 6. Defaults and Remedies. (a) Events of Default. It shall be an "Event of Default' if Owner fails to: (i) pay any Real Estate Taxes prior to delinquency; or (ii) perform or observe any term or condition of this Agreement to be performed or observed by it: (A) with respectto the obligation to pay money, if such failure is not cured within ten days after such payment is due; and (B) with respect to any other obligation, if such failure is not cured within the Cure Period. All delinquent PIATT Payments shall: (i) bear interest at 12% per annum; and (ii) be Non -Payment Liens. At all times during the Term, there shall be a Tax Payment Lien for the benefit of CRC that secures the obligation of Owner to pay the Real Estate Taxes. (b) Letter of Credit. At any time when there is not a continuing Event of Default, Owner may elect to post a Letter of Credit. If Owner posts a Letter of Credit as permitted pursuant to this Subsection, then, during the term of such Letter of Credit, the terms and conditions of this Agreement with respect to Non -Payment Liens and the Tax Payment Lien shall not apply. If: (i) Owner has posted a Letter of Credit; and (ii) as of the date that is ten business days prior to the expiration of the term thereof, Owner has not posted a replacement Letter of Credit; then the terms and conditions of this Agreement with respect to Non -Payment Liens and the Tax Payment Lien once again shall apply until such time as Owner posts a replacement Letter of Credit pursuant to this Subsection. (c) Remedies. Whenever an Event of Default occurs, CRC may take whatever actions at law or in equity are necessary or appropriate to: (i) collect any payments due under this Agreement, including, without limitation, foreclosing any Non -Payment Lien and/or the Tax Payment Lien (or, if Owner has posted a Letter of Credit such that the terms and conditions of this Agreement with respect to Non -Payment Liens and the Tax Payment Lien do not apply, making a draw against the Letter of Credit); (ii) protect its rights under this Agreement; (iii) enforce the performance or observance by Owner of any term or condition of this Agreement (including, without limitation, the right to specifically enforce any such term or condition); or (iv) cure, for the account of Owner, any failure of Owner to perform or observe a material term or condition of this Agreement to be performed or observed by it. (d) Reimbursement. If CRC incurs any costs or expenses in connection with exercising its rights and remedies under, orenforcing, this Agreement, then Ownershall reimburse CRC Z'.\Documents\Shoup, Jenny\City of CarmeRParcel 5\Playfair 21 JaM 5 ComponentlPlayfair PIATWIATT Agreement-Playfair.v2.wpd -rJ- for all such costs and expenses (including, without limitation, attorneys' fees and other legal costs), together with interest at the rate of 12% per annum. (e) No Remedy Exclusive. No right or remedy herein conferred upon, or reserved to, CRC is intended to be exclusive of any other available right or remedy, unless otherwise expressly stated; instead, each and every such right or remedy shall be cumulative and in addition to every other right or remedy given under this Agreement or now or hereafter existing at law or in equity. No delay or omission by CRC to exercise any right or remedy upon any Event of Default shall impair any such right or remedy, or be construed to be a waiver thereof, and any such right or remedy may be exercised from time to time, and as often as may be deemed to be expedient. To entitle CRC to exercise any of its rights or remedies, it shall not be necessary for CRC to give notice to Owner, other than such notice as may be required by this Section or by the Laws. 7. Indemnification. Owner shall indemnify and hold harmless CRC from and against anyand all claims, damages, losses, and expenses (including, without limitation, attorneys' fees) arising from or connected with the breach by Owner of any term or condition of this Agreement. The foregoing indemnification obligation of Owner shall survive the expiration of the Term. 8. Binding Effect. This Agreement: (a) shall run with the Playfair Component Property; (b) bind the Owner and each successor owner of all or any portion of the Playfair Component Property; and (c) inure to the benefit of CRC. 9. Notice. Any notice required or permitted to be given by either party to this Agreement shall be in writing, and shall be deemed to have been given when: (a) delivered in person to the other party; (b) sent by facsimile or email, with electronic confirmation of receipt; or (c) sent by national overnight delivery service, with confirmation of receipt, addressed as follows: to CRC at 30 West Main Street, Suite 220, Carmel, Indiana 46032, Facsimile: 317-844-3498, email: cmever(a)carmel.in.pov, Attn: Come Meyer, with a copy to: Jennifer R. Shoup, Wallack Somers & Haas, PC, One Indiana Square, Suite 2300, Indianapolis, Indiana 46204, Facsimile:317-231-9900, email: lrs(a)wshlaw.comand toOwner at7703rdAvenue Southwest, Carmel, Indiana 46032, Facsimile: 317-587-0340, email: rbrown(@pedcor.net, Attn: Ron Brown. Either party may change its address for notice from time to time. 10. Authority. Each undersigned person executing this Agreement on behalf of CRC and Owner represents and certifies that: (a) he or she has been empowered and authorized by all necessary action of CRC and Owner, respectively, to execute and deliver this Agreement; (b) he or she has full capacity, power, and authority to enter into and carry out this Agreement; and (c) the execution, delivery, and performance of this Agreement have been authorized by CRC and Owner, respectively. 11. Miscellaneous. This Agreement: (a) may be executed in separate counterparts, each of which shall be an original, but all of which together shall constitute a single instrument, (b) shall be governed by, and construed in accordance with, the laws of the State of Indiana, and (c) may be modified only by a written agreement signed by both CRC and Owner. The invalidity, illegality, or unenforceability of any one or more of the terms and conditions of this Agreement shall not affect the validity, legality, or enforceability of the remaining terms and conditions hereof. All Exhibits referenced in this Agreement are attached hereto and incorporated herein by reference. All proceedings arising in connection with this Agreement shall be tried and litigated only in the state courts in Hamilton County, Indiana, or the federal courts with venue that includes Hamilton County, Indiana. Owner waives, to the extent permitted under applicable law: (a) the right to a trial by jury, and (b) any right Owner may have to: (i) assert the doctrine of "forum non conveniens"; or (ii) object to venue. At the request either party, accompanied by execution copies, the other party shall execute and deliver a memorandum of this Agreement for recording. Z'.\Documents\Shoup, Jenny\City of Carmel\Parcel 5\Playfair 21 Jan15 Component\Playfair PIAT PIATr Agreement-Playfair. v2.wpd -6- IN WITNESS WHEREOF, CRC and Owner have executed this Agreement as of the date set forth above. ACKNOWLEDGMENT STATE OF INDIANA ) ) SS: COUNTY OF M;1 0h ) THE rr CITY OF CARMEL RE EYE MENT MISSION By: zaw William Hammer, PrOi4t5t Before me, a Notary Public in and for the State of Indiana, personally appeared William Hammer, the President of The City of Carmel Redevelopment Commission, who acknowledged the execution of the foregoing Agreement for Payments in Addition to Taxes (Playfair Component) for and on behalf of such entity. Fe bru Ar( tLpp Witness my hand and Notarial Seal this � day of f; 2015. By: &4� Notary Public Printed Name: 'Mi6iI Qe ( LPe My commission expires: ii(— 17-1 I am a resident of N A Ili I t oh County, TnJ i LMICHAEL FDWARD LEE Notary Public - Seal State of Indiana M y Commission Expires Jan 17, 2019 Z90ocumente\Shoup, Jenny\City of CarmelTarcel 5\Playfair 21 Joni5 Componenl\Playfair PIATMATT Agreement-Playfair v2 woo -7- ACKNOWLEDGMENT STATE OF INDIANA ) ) SS: COUNTY OF Qrni G� ) THE CITY OF CARMEL RE VELOPME(?NT ISSION By: Q_ Printed: Nyij C 00<'-ehf Title: V I (E C7rce e1 l ` Before me, a Notary Public in and for the State of Indiana, personally appeared 0&0 d Dp Ere h5 —,the Vi ( e PPeS? b ea+ of The City of Carmel Redevelopment Commission, who acknowledged the execution of the foregoing Agreement for Payments in Addition to Taxes (Playfair Component) for and on behalf of such entity. Witness my hand and Notarial Seal this day of zlant ark, 2015. By9�%�f Notary Public} Printed Name: Ijith4d My commission expires: f -17-19 I am a resident of 4� Q ni lbq County, 1 YG i m MIGHAEL EDWgRD EEE Notary Public � Seal State of Indrana My Commission Expires Jan 17, 2019 Z \Documents\Shoup, Jenny\City of Carmel\Parcel 5\Playfair 21 Jan15 Component\Playfair PIATT\PIATT Agreement-Playfairv2 woo -8- ACKNOWLEDGMENT STATE OF INDIANA ) ) SS: COUNTY OF 46110 ) CCC W T, LLC By: � Printed: C or Title: 2 r c- 3 Before me, a Notary Public in and for the State of Indiana, personally appeared t`u(e (0t4ih e the PY 5idtn+ dnd f F 0 of CCC West, LLC, who acknowledged the execution of the foregoing Agree ent for Payments in Addition to Taxes (Playfair Component) for and on behalf of such entity. dp Fe bry dr,/ Witness my hand and Notarial Seal this 19 day of-4an ia1 , 2015. By: Notary Public Printed Name: / i ch i e, ( L—c e My commission expires: 1I19 I am a resident of t &M'f jfF n County, / n LMIGHAREDWARD LEE ublic - Seal f Indiana My Cxpires Jan 17, 2019 Return after recording to City of Carmel, Indiana, One Civic Square, Carmel, Indiana 46032, Attn: Corrie Meyer. This instrument was prepared by Jennifer R. Shoup, Attorney -At -Law, Wallack Somers & Haas, One Indiana Square, Suite 1500, Indianapolis, Indiana, 46204. 1 affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security number in this document, unless required by law. Jennifer R. Shoup. Z:\Documents\Shoup, Jenny\City of Carmel\Parcel 5\Playfair 21 Jan15 ComponentTlayfair PIATT\PIATT Agreement-Playfairv2 wpd -g- INDEX TO EXHIBITS Exhibit A-1 Playfair Component Site Depiction Exhibit A-2 Playfair Component Site Description Exhibit B Playfair Component Increment Projection - Year by year Z_\Documents\Shoup, Jenny\City of CarmeRloaroel SPlayfair 21Jani5 ComponenhPlayfair PIATTPIATT Agreement-Playfair.v2.wptl -10- g,AL 15 21 23 25 6) �UW b CARMEL CITY CENTER ASSESSMENT PROJECTIONS FOR PLAYFAIR BUILDING Assuming-. RE Fax Rate Pass 'Him for TIP: 1,84530 % Assuming. Growth rate in the assessed value _ _ 0,00% All ru nbers ar sti ni ate and subject Constr End: 12/29/2017 . to -vista., 05/10/14 1,8453% - 11/10/14 1.8453% - 05/10/15 1.8453% - 11/10/15 1.8453% - 05/10/16 1, 9453% - 11/10/16 1.8453% - 05/10/17 - 1.8453 % - 11/10/17 - 18453% - 05/10/18 4,242,611 18453% 39,144 11/10/18 4,242,611 1.8453% 39,144 05/10/19 8,485,223 1,8453% 78,299 11/10/19 8,485,223 1 8453% 78,289 05/10/20 8,485,223 1,8453% 78,289 11/10/20 8,485,223 1.8453 % 78,289 05/10/21 8,485,223 1 8453% 78,289 11/10/21 8,485,223 1,8453% 78,289 05/10/22 8,485,223 1,8453% 78,289 11/10/22 8,485,223 1 8453% 78,289 05/10/23 8,495,223 1,8453% 78,289 11/10/23 8,485,223 1,8453% 78,289 05/10/24 8,485,223 1,8453% 78,289 11/10/24 8,485,223 1.8453% 78,289 05/10/25 9,485,223 1.8453% 78,289 11/10/25 8,485,223 1.8453% 78,299 05/10/26 8,485,223 1.8453% 78,289 11/10/26 8,485,223 1.8453% 78,289 05/10/27 8,495,223 1,8453% 78,289 11/10/27 8,485,223 1.8453% 78,289 05/10/28 8,485,223 1.8453% 78,289 11/10/28 8,485,223 18453% 78,289 05/10/29 8,485,223 1,8453% 78,289 11/10/29 8,495,223 1,8453% 78,289 05/10/30 8,485,223 1.8453% 78,289 11/10/30 8,485,223 1,8453% 78,289 05/10/31 8,485,223 18453% 78,289 11/10/31 8,485,223 1.8453% 78,289 05/10/32 8,485,223 1,8453% 78,289 11/10/32 8,485,223 1,8453% 78,289 05/10/33 8,485,223 1.8453% 78,289 11/10/33 8,485,223 1.9453% 78,289 05/10/34 8,485,223 1,8453% 78,289 11/10/34 8,485,223 1.8453% 78,289 05/10/35 8,485,223 1,8453% 78,289 11/10/35 8,485,223 1.9453 % 78,289 05/10/36 8,485,223 1 8453% 78,289 11/10/36 8,485,223 1,8453% 78,289 05/10/37 8,485,223 1.9453% 78,289 11/10/37 9,485,223 1,8453% 78,289 05/10/38 8,485,223 1,8453% 78,289 11/10/39 8,485,223 1,8453% 78,289 05/10/39 8,485,223 1.8453% 78,289 11/10/39 8,485,223 1.8453% 78,289 05/10/40 8,485,223 1.8453% 78,289 11/10/40 8,485,223 1,8453% 78,299