Loading...
HomeMy WebLinkAbout4347 Contract Number: Vendor: Subject: Department: File Class: Begin Date: End Date: Review Date: Vault Date: Comments: 4347 KITSAP CO CONSOLIDATED HOUSING AUTHORITY Government Center - Real Estate Contract Finance LEG 12-1 03/12/2003 07/01/2034 06/01/2034 RECORDED AT THE REQUEST OF: AND AFTER RECORDING RETURN TO: Foster Pepper & Shefelman PLLC 1111 Third Avenue, Suite 3400 Seattle, WA 98101 Attn: Deborah S. Winter REAL ESTATE CONTRACT AND SECURITY AGREEMENT (KCCHA - CITY OF BREMERTON) Grantor: Kitsap County Consolidated Housing Authority, a public body corporate and politic of the State of Washington Grantee: The City of Bremerton, a municipal corporation of the State of Washington Abbreviated Legal Description: Complete legal description Exhibit A Assessor's Tax Parcel ID//: Reference # (If applicable): N/A 5036784805 REAL ESTATE CONTRACT AND SECURITY AGREEMENT THIS REAL ESTATE CONTRACT AND SECURITY AGREEMENT (this "Agreement") dated as of March 1, 2003, is entered into by and between Kitsap County Consolidated Housing Authority, a public body corporate and politic of the State of Washington ("Seller") and the City of Bremerton, Washington, a municipal corporation ("Buyer"). Capitalized terms used herein shall have their meanings set forth in Exhibit C attached hereto unless otherwise set forth herein. 1. SPECIFIC TERMS 1.1 PARTIES, PROPERTY AND PURCHASE PRICE: Seller: Kitsap County Consolidated Housing Authority, a public body corporate and politic of the State of Washington Seller's Address: 9703 Bayshore Drive N.W. Silverdale, WA 98383 Attn: Executive Director Buyer: The City of Bremerton, Washington, a municipal corporation Buyer's Address: 239 4th Street Bremerton, WA 98377 Attn: Director of Finance Property: See Exhibit A attached hereto and incorporated herein for legal description Title to Be Conveyed: Fee Simple Absolute Form of Deed: Special Warranty Fulfillment Deed attached as Exhibit B Purchase Price: $6,405,000.00, subject to adjustment as described in Section 2.11 Title Company: Pacific Northwest Title Company of Washington, Inc. -1- 50367948.05 Title Company's Address: 9927 Mickelben'y Road NW Silverdale, WA 98038 2. GENERAL TERMS 2.1 AGREEMENT OF SALE. Seller agrees to sell and Buyer agrees to purchase the Property and all appurtenant rights, easements and privileges, subject to the Permitted Encumbrances and to any right, title, interest, lien or encumbrance attaching by, through or under Buyer, on the terms, covenants and conditions herein contained. The Purchase Price for the Property is provided in the Bond Payment Schedule attached hereto as Schedule 1. Seller agrees to improve the Property pursuant to the Construction and Development Agreement. 2.2 CONDOMINIUM PROVISIONS. The Property shall be established as part of a condominium to be known as Bremerton Government Center, a condominium (the "Condominium") to be created on the land described in Exhibit A under RCW 64.34 pursuant to a condominium declaration (the "Declaration") and survey map and plans (the "Survey Map and Plans") to be recorded/filed upon substantial completion of improvements within the Condominium and may constitute either a single trait or multiple units in the Condominium (the "Unit(s)"). The location of the Unit(s) within the Condominium is shown on the drawing(s) attached hereto as Exhibit D. Buyer agrees to reasonably cooperate with Seller in the establishment of the Condominium and further agrees to join in the execution and/or amendment of any Condominium Documents and any other documentation reasonably required by Seller in order to create and establish the Condominium and create the Unit(s). Upon establishment of the Condominium, Buyer and Seller authorize the Title Company to revise the legal description of the Property for the purposes of this Agreement and the fulfillment deed. Upon the establishment of the Condominium, Seller shall be deemed to have irrevocably assigned to Buyer all of its voting rights in the owners association for the Condominium with respect to the Unit(s), notwithstanding that payment and performance of all indebtedness and obligations of Buyer hereunder and delivery by Seller to Buyer of a fulfillment deed pursuant to this Agreement have not yet occurred. Buyer shall pay all assessments owing to the owners association for the Condominium with respect to the Unit(s). Buyer understands that Article 4 (Protection of Condominium Purchasers) of the Washington Condominium Act, RCW 64.34.400 et seq., does not apply to the transaction contemplated by this Agreement and that, among other things, Buyer acknowledges and agrees that it will not (a) receive a Public Offering Statement, (b) have any right of rescission, (c) receive any warranties of quality, express or implied (except as otherwise provided in the Construction and Development Agreement), or (d) have any deposits or payments made in connection with the purchase of the Property placed in escrow. Seller's responsibilities with respect to construction of the Condominium and the Unit(s) are set forth in the Construction and Development Agreement. -2- 50367848 05 2.3 PAYMENT OF PURCHASE PRICE. Buyer shall pay to Seller the Purchase Price and interest thereon pursuant to the schedule attached hereto as Schedule 1. Each payment made by Buyer shall be applied in the following order: first to accrued interest and principal due pursuant to Schedule 1; and then to costs, expenses, and default interest charges for which Buyer is then liable hereunder, except that the parties acknowledge that Seller shall deposit the first $68,242.72 paid by Buyer hereunder into the Prepayment Reserve maintained by Seller in accordance with the Indenture. 2.4 PREPAYMENT. Buyer, at its option, may pay amounts due hereunder in advance at the times and prices and after notice to Seller and the Trustee and with subsequent notice to the Bondowners, in the manner provided in the Indenture, up to the then-total amount owed by Buyer pursuant to Schedule 1. In addition, if the Bonds are not subject to optional redemption at the time Buyer wishes to prepay the Purchase Price for the Property, Buyer may pay such Purchase Price plus such additional amounts as are necessary to defease the Bonds allocable to Buyer. At the time of any such prepayment in full of the Purchase Price plus any such additional amounts, any portion of Buyer's share of the Prepayment Reserve or funds in the Reserve Account not credited toward such prepayment shall be promptly refunded to Buyer. 2.5 INDENTURE COSTS. Seller shall use reasonable efforts to ensure that the Trustee complies in all respects with its obligations under the Indenture. Buyer shall pay to Seller its Proportionate Share of the regular fees of U.S. Bank National Association as Trustee for the Bonds and its Proportionate Share of any other costs incurred by Seller under the Indenture, including rating agency fees, if any. In addition, if the Trustee imposes additional fees as a result of the failure of Buyer to make the payments due hereunder, Buyer shall pay such additional fees. 2.6 REBATE DEPOSITS. Buyer covenants and agrees to pay or cause to be paid to the Trustee, for delivery to the Internal Revenue Service, within 10 days of receipt by Buyer of a written demand from the Trustee or Seller therefor, its Proportionate Share of such amounts as have been detemained pursuant to the Indenture or otherwise to be necessary to be delivered to the Intemal Revenue Service as a rebate amount for the Bond proceeds (and for other amounts treated as "gross proceeds" of the Bonds) pursuant to Section 148 of the Code. 2.7 PAYMENTS TO SELLER. Buyer shall pay within 10 days of a request from Seller therefor, its Proportionate Share of all expenses allocable to the Bonds incurred by Seller under the Indenture, including but not limited to the fees and expenses of the Trustee and the costs of calculating rebate amounts, if any (including the fees of the Rebate Analyst, if any), and of enforcing the provisions of the Indenture or this Agreement (including without limitation any costs incurred by or imposed on Seller -3- 5036784805 pursuant to the Contingent Loan Agreement as a result of a failure of Buyer to make the payments due under Section 2.3). 2.8 NATURE OF BUYER'S OBLIGATIONS. Notwithstanding anything herein to the contrary, (i) the obligations of Buyer to make the payments and to perform and observe the other obligations on its part contained herein shall be absolute and unconditional, and shall not be subject to diminution by setoff, counterclaim, abatement or otherwise; and (ii) Buyer's obligations to make payments and to perform any other covenants or indemnities or meet any conditions hereunder shall be a general obligation of the Buyer to which its full faith and credit are pledged pursuant to Buyer's Resolution No. 2886 adopted February 26, 2003. Buyer will not suspend or discontinue any payments provided for in this Agreement; will perform and observe all of its other agreements contained in this Agreement, and will not suspend the performance of its obligations hereunder for any cause, including, without limiting the generality of the foregoing, any acts or cimumstances that may constitute failure of consideration, eviction or constructive eviction, commemial frustration of purpose, any change in the tax or other laws or administrative rulings of or administrative actions by the United States of America or the State or any political subdivision of any of them, or any failure of any other party to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected this Agreement or the Bonds, whether express or implied. 2.9 PAYMENTS BY SELLER. Seller, at its sole option, may advance funds to pay, on behalf of Buyer, any amounts payable by Buyer hereunder, including but not limited to payments due under this Section 2. Such payments by Seller shall not relieve Buyer of its obligation to make the payments otherwise due, and the amounts owed by Buyer shall bear default interest as described in Section 2.10. 2.10 DEFAULT INTEREST. Any sums payable by Buyer to Seller hereunder which shall not be paid upon the due date thereof shall bear interest at a rate equal to 12% calculated from the date of delinquency to the date of payment. Seller shall have the same rights with respect to non-payment of default interest as it has with respect to any other non-payment of amounts due hereunder. 2.11 ADDITIONAL BONDS. Buyer shall have the right to consent to the issuance of Additional Bonds by Seller pursuant to Section 2.7 of the Indenture only if the issuance of such Additional Bonds would increase the amounts payable by Buyer pursuant to this Agreement. If Buyer has the right to consent to the issuance of any such Additional Bonds, and such consent is granted, the Payment Schedule attached hereto as Schedule 1 shall be appropriately amended to reflect such increased payment amounts. -4- 5036784805 2.12 RETENTION OF TITLE, SECURITY, DEED, AND SECURITY AGREEMENT. Seller's title to the Property (but not its voting fights, as described in Section 2.2) shall remain in Seller, as security, until conveyed to Buyer pursuant to this Agreement. On payment and performance of all indebtedness and obligations of Buyer hereunder, Seller shall deliver, as set forth below, its fulfillment deed, in the form of a special warranty deed in substantially the form attached hereto as Exhibit B, to Buyer subject to the Permitted Encumbrances and any right, title, interest, lien or encumbrance attaching by, through or under Buyer. This Agreement constitutes a security agreement as defined in the Uniform Commercial Code and the remedies for any violation of the covenants, terms and conditions of the agreements contained herein shall be: (1)as prescribed herein; or (2) by general law; or (3) as to such part of thc security which is also reflected in a financing statement to be filed with the State of Washington and/or fixture filing to be recorded with the Kitsap County Auditor by the specific statutory consequences now or hereafter enacted and specified in the Uniform Commercial Code, all at Seller's sole election. Buyer agrees to deliver to Seller further assurances and UCC financing statements, fixture filings, and statements of continuation as requested by Seller to further evidence, perfect or confirm its rights under this Agreement. 2.13 TITLE INSURANCE. 2.13.1 Buyer's Policy. Title Company shall deliver to Buyer at the Closing Date an Owner's ALTA Extended Coverage policy of title insurance (the "Buyer's Policy"), issued by Title Company in the face amount of the Purchase Price, dated as of the Closing Date, insuring Buyer's title subject to the standard printed exceptions and the Permitted Encumbrances, and including such endorsements as Buyer may reasonably request. The requirement for the title policy called for herein shall be satisfied if, at the Closing Date, Title Company has given a binding commitment, in a form reasonably satisfactory to Buyer, to issue the Buyer's Policy in the form required by this section. 2.13.2 Seller's Policy. Title Company shall deliver to Seller at the Closing Date an Owner's ALTA Standard Coverage policy of title insurance, or · Extended Coverage policy should Seller so request (the "Seller's Policy"), issued by Title Company in the face amount of the Purchase Price, dated as of the Closing Date, insuring Seller as vested in title to the Property. Seller's Policy must insure that this Agreement is a first lien on the Property, subject only to current taxes not yet due and payable and the Permitted Encumbrances, and including such endorsements as Seller may reasonably request. The legal description in Seller's Policy shall be identical in all respects to the legal description set forth in Exhibit A to this Agreement, as Exhibit A shall be amended by Tire Company upon establishment of the Condominium. -5- 5036784805 2.14 TAXES. It is anticipated that real property ad valorem taxes ("Taxes") will not apply to the Property. However, if any such Taxes are imposed, Buyer shall be liable for payment of all such Taxes. 2.15 POSSESSION. From and afl[er the Closing Date, Buyer may enter upon and take possession of the Property. 2.16 INSURANCE; RISK OF LOSS. 2.16.1 Insurance. Buyer shall maintain at its sole cost and expense liability insurance and property insurance under a policy or policies covering such risks as are ordinarily insured against by like organizations engaged in like activities of comparable size and liability exposure, and in any event are in compliance with the requirements of the Condominium Documents. All insurance required by this section shall be carried by insurers that are financially responsible and capable of fulfilling the requirements of such policies. All policies evidencing insurance shall be in the usual form and shall name Buyer as the insured party or loss payee. Buyer shall provide to Seller copies of certificates from an insurance agent or consultant indicating that the insurance required by this section has been obtained within 30 days after the end of each calendar year after the date hereof. Seller shall not be required to hold or maintain insurance policies with respect to the Property. 2.16.2 Risk of Loss. The risk of loss or of decrease in the enjoyment and beneficial use of the Property as a consequence of the damage or destruction thereof by fire, the elements, casualties, thefts, riots, wars or otherwise, or in consequence of foreclosures, attachments, levies or executions (other than by Seller and persons claiming from, through or under Seller) is assumed by Buyer and no such event shall entitle Buyer to any abatement of the payments due hereunder. Buyer shall be obligated to continue to make the payments hereunder even if the Property or the property therein is destroyed or damaged (in whole or in part) by fire or other casualty, or if title to, or the temporary use of, the Property or the property therein or any part thereof shall be condemned by any governmental body or any person acting under governmental authority, unless Buyer shall have theretofore caused its Proportionate Share of the pvincipai of and premium, if any, and interest on the Bonds to have been paid or prepaid in full in accordance with their terms. 2.16.3 No Abatement or Termination. Except as otherwise specifically provided in this Agreement, Buyer shall remain bound by this Agreement in accordance with its terms and shall not seek or be entitled to any abatement, deduction, deferment or reduction of, or set-off against the payments due under this Agreement. Except as otherwise specifically provided in this Agreement, the respective obligations of Seller and Buyer shall not be affected by reason of (i) any damage to or destruction of the Property or the Bremerton Government Center or any portion(s) thereof from whatever -6- 5036784805 cause and/or any condemnation of the Property or the Bremerton Govemment Center or any portion(s) thereof; (ii) the lawful or unlawful prohibition of, or restriction upon, Buyer's use of the Property or any part(s) thereof, the interference with such use by any person or by reason of eviction by paramount title, other than by reason of any such person claiming by or through Seller; (iii) any claim that Buyer has or might have against Seller by reason of any default or breach of any warranty by Seller hereunder or under any other agreement between Seller and Buyer or to which Seller and Buyer are parties; (iv) any bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding up or other proceedings affecting Seller or any assignee or transferee of Seller; or (v) for any other cause, whether similar or dissimilar to any of the foregoing, other than a discharge of Buyer from any such obligations as a matter of law. Buyer hereby specifically waives all rights arising from any occurrence whatsoever which may now or hereafter be conferred upon it by law (a) to modify, surrender or terminate this Agreement or quit or surrender the Property and/or any part(s) thereof; or (b) which may entitle Buyer to any abatement, reduction, suspension or deferment of any sums payable by Buyer hereunder, except as otherwise specifically provided in this Agreement. The obligations of Seller and Buyer hereunder shall be separate and independent covenants and agreements and all sums payable by Buyer hereunder shall continue to be payable in all events unless the obligations to pay the same shall be terminated pursuant to the express provisions of this Agreement or by termination of this Agreement other than by reason of an event of default. 2.17 MAINTENANCE. Buyer shall at its own expense keep and maintain the Property in good repair and in the condition required by the Condominium Documents, and shall not commit or suffer to be committed any waste or other willful damage to or destruction of the Property or any portion thereof. Seller may inspect the Property and any improvements thereon at any time with reasonable prior notice. 2.18 COMPLIANCE WITH LAWS AND CONDOMINIUM DOCUMENTS. Buyer shall faithfully observe, perform and comply with all laws, ordinances, rules and regulations of every governmental authority affecting the Property; all easements, reservations, restrictions, covenants and conditions of record affecting or pertaining to the Property; all declarations, rules, regulations and other documents which have been or are hereafter adopted with respect to the Property; and all Condominium Documents, including without limitation the payment, to the extent allocable to the Property, of all Assessments, Special Assessments, Special Allocated Expenses, Common Expenses, Limited Common Assessments, assessments related to reserve accounts, and other fees and charges imposed pursuant to the Condominium Documents, and compliance with all maintenance and repair requirements set forth therein. Buyer shall not use or permit any person to use the Property for or in connection with any unlawful purpose or in any manner which causes a nuisance. -7- 50367848.05 2.19 COMPLIANCE WITH BOND RESTRICTIONS. 2.19.1 Notice of Default. Buyer covenants and agrees to notify Seller and the Trustee immediately upon the occurrence of any event of default on the part of Buyer hereunder and shall state in such notice the measures it intends to take with respect thereto, if any. 2.19.2 Tax-Exempt Status of the Bonds. It is the parties' intention and agreement that, pursuant to Section 103 of the Code, the interest paid on the Bonds shall be excluded from gross income of the recipients of such interest for federal income tax purposes. In order to confirm and carry out such intention, Buyer covenants and agrees (1) to provide such certificates, opinions of Bond Counsel and other evidence as may be necessary or requested by Seller to establish the exemption of the Bonds under Section 103 of the Code and the absence of arbitrage expectation under Section 148 and related sections of the Code; and (2) acting alone or with the Trustee or the Seller, to file such information and statements with the Internal Revenue Service as may be required to establish or preserve such exemption or as may be required by Section 103 or related sections of the Code. Buyer further covenants and agrees that it will not (a) take any action, (b) fail to take any action or (c) make any use of the Property which would cause the interest on the Bonds to be or become includable in the gross income of the Bondowners for federal income tax purposes. Without limiting the generality of the foregoing, Buyer further covenants and agrees that it will take such action or actions, including, without limitation, consenting and agreeing to amendments to this Agreement or any of the other documents as may be necessary, in the opinion of Bond Counsel, so that Buyer and all subsequent owners of the Property comply fully and continuously with the Code, as applicable to the Bonds from time to time, and all applicable rules, rulings, policies, procedures, regulations or other official statements promulgated or proposed by the Department of the Treasury or the Internal Revenue Service, including, without limitation, the Treasury Regulations. 2.19.3 Continuing Disclosure Agreement. Buyer covenants that it shall comply with the terms of the Continuing Disclosure Agreement between Buyer and the Trustee relating to the Bonds. 2.20 TRANSFER OF BUYER'S INTEREST. Buyer shall not assign, convey, lease, or otherwise transfer the Property to any third party, or permit any third- party to occupy all or any portion of the Property without the consent of the Seller. Seller's consent shall not be unreasonably withheld and may be conditioned upon (a) reasonable evidence satisfactory to Seller that Buyer is not then in default hereunder; (b) an opinion of Bond Counsel, delivered to Seller and the Trustee, to the effect that the transfer of the Property to the Transferee will not adversely affect the exclusion from gross income of interest on the Bonds; (c) an opinion of counsel for the Transferee, 5036784805 delivered to Seller and the Trustee, to the effect that the Transferee has assumed in writing and in full all duties and obligations of Buyer under this Agreement and that this Agreement constitutes the legal, valid and binding obligation of the Transferee; (d) a determination by Seller that the Transferee has the capacity to assume responsibility for the Property and the payment of the obligations of Buyer hereunder, and with regard to any other transaction to which Transferee and Seller are parties, that (i) the Transferee is not now in arrears on any payments of fees due and owing to Seller or in default under any such transaction agreement, (ii) the Transferee does not have a documented history of noncompliance with nonmonetary provisions of any transaction agreement which are not cured after notice thereof and within the applicable cure period or grace period, and (iii) the Transferee does not have a documented history of failure to pay fees due and owing to Seller or other public agencies or to the Trustee which are not paid within a reasonable period after notice thereof; and (e)any other conditions which may be reasonably imposed by Seller to ensure compliance with federal or State law. Any sale, transfer or other disposition of Buyer's interest in the Property in violation of this paragraph shall be ineffective to relieve Buyer of its obligations under this Agreement. If Buyer or any assignee, transferee, subtenant, or occupant is a non-profit organization exempt from tax under Section 501(a) of the Code and qualified under Section 501(c)(3) of the Code (a "Non-Profit"), Buyer covenants on behalf of itself and any assignee, transferee, subtenant or occupant to maintain, and not to do anything to jeopardize, its status as a nonprofit organization exempt from tax under the Code, and will not use the Property in a manner that gives rise to unrelated business income. Notwithstanding the foregoing, if Buyer transfers the Property or any portion thereof to any person, whether such transfer is voluntary or involuntary, Seller may declare the entire remaining balance of the Purchase Price and all accrued and unpaid interest thereon immediately due and payable. For the purposes of this Agreement, a "transfer" shall include without limitation a conveyance by real estate contract, vendee's assignment, deed, forfeiture, foreclosure, sheriff's sale, trustee's sale, deed in lieu of any such involuntary sale, lease with purchase option or for a term in excess of five years. No transfer of the Property or any portion thereof shall release the transferring person from liability on this Agreement unless such release is expressly acknowledged by Seller in writing. 2.21 ASSIGNMENT OF SELLER'S INTEREST. Buyer acknowledges that Seller has assigned, without recourse, its right to receive payment of the Purchase Price, as it may be adjusted pursuant to Section 2.11, to the Trustee as security for repayment of the principal of and premium, if any, and interest on the Bonds. In addition, Seller hereby assigns, without recourse, Seller's rights, title and interests in and under this Agreement to Kitsap County (the "County"), without recourse, as security for repayment of any amounts owed by Seller to the County pursuant to the Contingent Loan Agreement, subject to the foregoing right of the Trustee to receive payment of the Purchase Price as long as the Bonds and any Additional Bonds remain Outstanding. Buyer consents to such assignment. 50367848 05 2.22 BUYER'S DEFAULT. Buyer shall be in default under this Agreement if it (a) fails to observe or perform any term, covenant or condition herein set forth, which failure continues for more than 15 business days after receipt by Buyer of notice of such failure, or (b) fails or neglects to make any payment of principal or interest or any other mount required hereunder to be discharged by Buyer when obligated to do so, which failure continues for more than five business days after receipt by Buyer of notice of such failure or (c) permits the Property or any part thereof or its interest therein to be attached or in any manner restrained or impounded by process of any court. 2.23 SELLER'S REMEDIES. If Buyer is in default beyond any applicable cure period, Seller may, at its election, take the following courses of action: 2.23.1 Suit for Delinquencies. Seller may institute suit for any stuns due and payable under this Agreement as of the date of the judgment including without limitation any sums advanced by Seller as of said date pursuant to the provisions of this Agreement; 2.23.2 Acceleration. Seller may declare the entire unpaid balance of the Purchase Price and all interest then due thereon to be immediately due and payable and institute suit to collect such amounts, with interest from the date of such declaration at the Default Rate until paid, together with any sums subsequently advanced by Seller pursuant hereto; 2.23.3 Forfeiture and Repossession. Seller may cancel and render void all right, title and interest of Buyer and its successors in this Agreement and in the Property by giving a Notice of Intent to Forfeit pursuant to RCW 61.30.040-070. Such cancellation and forfeiture shall become effective if the default therein specified has not been fully cured within 90 days thereafter and Seller records a Declaration of Forfeiture, pursuant to RCW 61.30.040-070. On forfeiture of this Agreement Seller may retain all payments made hereunder by Buyer and may take possession of the Property 10 days following the date this Agreement is forfeited and summarily eject Buyer and any person or persons having possession of the Property by, through or under Buyer who were properly given the Notice of Intent to Forfeit and the Declaration of Forfeiture. If Buyer, or any person or persons claiming by, through or under Buyer who were given the Notice of Intent to Forfeit and the Declaration of Forfeiture remain in possession of the Property more than 10 days after such forfeiture, Buyer, or such person or persons, shall be deemed tenants at will of Seller and Seller shall be entitled to institute an action for summary possession of the Property, and may recover from Buyer or such person or persons in any such proceedings the fair rental value of the Property for the use thereof from and after the date of forfeiture, plus costs, including Seller's reasonable attorneys' fees; 50367848 05 2.23.4 Specific Performance. Seller may institute suit to specifically enforce any of Buyer's covenants hereunder, and the same may include redress by mandatory or prohibitive injunction; 2.23.5 Receivership. The parties recognize and agree that in the event of default by Buyer in making any payments or in the performance of any of the other terms and conditions of this Agreement, the period of time involved in repossessing the Property, forfeiting this Agreement, or in obtaining possession of the Property by judicial process could cause irreparable damage to Seller and to the Property. Therefore, Buyer hereby expressly agrees that Seller shall have the right to apply to the Superior Court of the county in which the Property is situated for the appointment of a receiver under Chapter 7.60 of the Revised Code of Washington (or any chapter supplemental thereto) to take charge of and maintain control of, manage, farm, or operate the Property, to evict tenants therefrom, to lease any portion or all of the Property in the name of Buyer on such terms as the receiver may deem advisable, to make such alterations, repairs and improvements to the Property as the receiver may deem advisable, and to receive all rents and income therefrom and issue receipts therefor, and out of the amounts that are so received to pay all of the debts and obligations for which Buyer is liable hereunder prior to or during the period of the receivership, including, without limitation, payments on or for this Agreement, taxes, assessments, insurance premiums, utility bills and costs of operating, maintaining, repairing and managing the Property. Any sums received by the receiver in excess of such costs shall be retained by the receiver and used to discharge all remaining liabilities of Buyer under this Agreement, and any remaining excess shall be paid to Buyer without interest; and 2.23.6 Property Rental. If this Agreement is forfeited as herein provided, or in any other manner permitted by law, or by mutual agreement of Buyer and Seller, and Buyer shall thereafter remain in possession of the Property beyond any period otherwise permitted by law, Buyer agrees that it will occupy the Property as a tenant at will, and Buyer shall be obligated to pay, and hereby promises to pay, during the period of such tenancy at will, a fair market rental in the amount then agreed to by the parties or, in the absence of such agreement or until such agreement is reached, an amount equal to 1.5 times the combined monthly principal and interest payment amounts set forth in Schedule 1 and Seller shall have, in addition to all other remedies for the collection of rentals and thc recovery of possession that are available to landlords under the laws of the State of Washington, the right to institute and maintain an action for summary possession of the Property as provided by law. 2.24 ADVANCES BY SELLER. If Buyer fails to pay any sum or take any action required of Buyer hereunder in default of its obligations hereunder, Seller may, but is not obligated to, after providing notice to Buyer of such failure, advance and pay the -11- 5036784805 same and/or perform or have performed such action, including without limitation payment of taxes and insurance premiums, procurement of insurance, performance of maintenance and upkeep, and discharge of liens, and Buyer shall reimburse Seller within five days after demand for such sums advanced or for the expenses incurred in carrying out such actions. 2.25 CUMULATIVE REMEDIES; WAIVERS. The remedies stated herein are cumulative and not mutually exclusive and Seller may pursue any other or further remedies to enforce its rights under this Agreement; provided, however, that Seller shall not have the right to accelerate the remaining balance of the Purchase Price if Seller elects to forfeit Buyer's interest in the Property and such forfeiture is being enforced or is completed. In any action or proceeding to recover any sum or to enforce any remedy provided for herein, no defense of adequacy of security or that resort must first be taken against any particular security or any other person shall be asserted, and Buyer hereby expressly waives any legal or equitable rights that Buyer may have with respect to marshalling of assets. Seller shall not be required to tender its deed as a condition precedent to the enforcement of any remedy hereunder. No waiver of any right or remedy in the case of a default hereunder shall constitute a waiver of any other right or remedy with respect to the same or any other or subsequent default. 2.26 COSTS AND ATTORNEYS, FEES. In any suit, action or proceeding, including forfeiture pursuant to RCW Ch. 61.30, or any appeal, the prevailing party shall be entitled to recover its costs incurred therein, including attorneys' fees. 2.27 NOTICES. Any notices required or permitted by law or under this Agreement shall be in writing and shall be delivered personally or sent by certified or registered mail, return receipt requested, with postage prepaid, to the parties' addresses set forth in the Specific Terms. Either party may change such address for notice and Seller may change the address for payments, by designating the same to the other party hereto in the manner hereinabove set forth and by causing a copy of such change to be properly recorded. All such notices shall be deemed effective when delivered personally or, if mailed, three business days after being deposited in the U.S. mail. 2.28 HAZARDOUS MATERIALS. 2.28.1 Use. Buyer shall not allow any Hazardous Material to be used, generated, released, stored or disposed of on, under or about, or transported from, the Property, unless such use is conducted in compliance with the provisions of all Hazardous Materials Laws. 2.28.2 Notice~ Reporting. Buyer shall notify Seller, in writing, within two days after any of the following: (a) a release or discharge Of any Hazardous Material, -12- 5036784805 whether or not the release or discharge is in quantities that would otherwise be reportable to a public agency; (b) Buyer's receipt of any order of a governmental agency requiring any Remedial Work pursuant to any Hazardous Materials Laws; (c) Buyer's receipt of any waming, notice of inspection, notice of violation or alleged violation, or Buyer's receipt of notice or knowledge of any proceeding, investigation of enforcement action, pursuant to any Hazardous Materials Laws; or (d) Buyer's receipt of notice or knowledge of any claims made or threatened by any third party against Buyer or the Property relating to any loss or injury resulting from Hazardous Materials. Buyer shall deliver to Seller copies of all test results, reports and business or management plans required to be filed with any governmental agency pursuant to any Hazardous Materials Laws. 2.28.3 Indemnity. Buyer shall, to the extent permitted by law, protect, indemnify, defend and hold Seller harmless for, from and against any and all claims, costs, expenses, suits, judgments, actions, investigations, proceedings and liabilities arising out of or in connection with any breach of any provisions of this Section or directly or indirectly arising out of the use, generation, storage, release, disposal or transportation of Hazardous Materials by Buyer or any sublessee or assignee of Buyer, or their respective agents, contractors, employees, licensees, or invitees, on, under or about the Property during Buyer's occupancy of Property, including, but not limited to, all foreseeable and unforeseeable consequential damages and the cost of any Remedial Work. Neither the consent by Seller to the use, generation, storage, release, disposal or transportation of Hazardous Materials nor the strict compliance with all Hazardous Material Laws shall excuse Buyer from Buyer's indemnification obligations pursuant to this Section. The foregoing indemnity shall be in addition to and not a limitation of the Buyer indemnification provisions elsewhere in this Agreement. Buyer's obligations pursuant to this paragraph shall survive the termination or expiration of this Agreement. 2.28.4 Entr¥~ Inspeetion~ Cure. Seller and its agents, employees and contractors, shall have the right, but not the obligation, to enter the Property at all reasonable times to inspect Property and Buyer's compliance with the terms and conditions of this Section, to clean, conduct investigations and tests, or for any other purpose. 2.28.5 Default. The release or discharge of any Hazardous Material or the violation of any Hazardous Materials Law shall constitute an event of default by Buyer under this Agreement. In addition to and not in lieu of the remedies available under this Agreement as a result of such default, Seller shall have the right, without terminating this Agreement, to require Buyer to suspend its operations and activities on the Property until Seller is satisfied that appropriate Remedial Work has been or is being adequately performed and Seller's election of this remedy shall not constitute a waiver of Seller's right thereafter to pursue the other remedies set forth in this Agreement. -13- 50367848.05 2.29 INDEMNIFICATION. During the term of this Agreement, Buyer agrees, to the extent permitted by law, to indemnify, defend, and hold harmless Seller from and against all claims, actions, causes of action, judgments, liabilities, expenses, costs and reasonable attorneys' fees and all limitations, restraints, penalties or obligations pertaining to Seller arising out of any act, omissions, or neglect in connection with Buyer's (including Buyer's employees, agents, officers, licensees, invitees or other occupants of the Property) use or occupancy of the Property covered by this Agreement, but expressly excluding the foregoing to the extent caused by the negligence or willful misconduct of Seller or that of its employees, agents, officers, licensees and invitees. Buyer's indemnity obligations shall survive the termination of this Agreement as to any act alleged to have occurred during the term of this Agreement, and shall survive until the expiration of the applicable statute of limitations. 2.30 INVALIDITY. The invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of any other term or provision. The intention of Seller is to charge Buyer a lawful rate of interest, and in the event it is determined by any court of competent jurisdiction that any rate herein provided for exceeds the maximum permitted by law, the amount so determined to be above the legal rate shall be applied against the last installments of principal due hereunder or, if such principal has been paid, or otherwise at the discretion of the then holder of this Agreement, said excess shall be refunded to Buyer on demand without interest, and the interest rates specified hereunder shall be reduced to the maximum rate then permitted by law. 2.31 SUCCESSORS. Subject to Seller's rights on transfer of the Property, the rights and obligations of Seller and Buyer shall inure to the benefit of and be binding upon their respective heirs, personal representatives, successors and assigns. 2.32 ENTIRE AGREEMENT. This Agreement contains the entire agreement of Buyer and Seller and, except for any agreements or warranties otherwise stated in writing to survive the execution and delivery of this Agreement, supersedes all of their previous understandings and agreements, written and oral, with respect to this transaction. Neither Seller nor Buyer shall be liable to the other for any representations made by any person conceming the Property or regarding the terms of this Agreement, except to the extent that the same are expressed in this instrument. This Agreement may be amended only by written instrument executed by Buyer and Seller and duly recorded. 2.33 NO PERSONAL LIABILITY. It is specifically agreed that no officer, director or employee of Seller shall ever be personally liable for any judgment against Seller or for the payment of any monetary obligation to Buyer. The provision contained in the foregoing sentence is not intended to, and shall not, limit any right that Buyer -14- 5036784805 might otherwise have to obtain injunctive relief against Seller, or any action involving the liability of Seller. 3. REPRESENTATIONS AND WARRANTIES OF SELLER. As of the date hereof, Seller hereby represents and warrants as follows, recognizing that Buyer is relying on Seller's representations and warranties made herein: 3.1 Seller is a public body corporate and politic of the State, duly organized and validly existing under and pursuant to the constitution and laws of the State, and has full power and authority under the Constitution and laws of the State to enter into the transactions contemplated on its part by this Agreement, the Indenture and the Resolution, and to can'y out its obligations hereunder and thereunder. By the Resolution, Seller has duly authorized the execution and delivery of this Agreement and the Indenture, the sale, issuance, execution and delivery of the Bonds, and the performance of its obligations under this Agreement, the Indenture and the Bonds. 3.2 Neither Seller's execution and delivery of the Bonds, the Indenture or this Agreement, Seller's consummation of the transactions contemplated on its part hereby and thereby, nor Seller's fulfillment of or compliance with the terms and conditions or provisions of the Bonds, the Indenture or this Agreement conflicts with or results in the breach of any of the terms, conditions or provisions of any constitutional provision or statute of the State or of any agreement, instrument, judgment, order or decree to which Seller is now a party or by which it is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance of any nature upon any property or assets of Seller prohibited under the terms of any instrument or agreement. 3.3 There is no litigation pending or, to the best of Seller's knowledge, threatened against Seller questioning Seller's execution, sale, issuance, delivery or payment of the Bonds, or Seller's execution, delivery or performance of its obligations under this Agreement or the Indenture, or the organization, powers or authority of Seller, or the right of the officers of Seller to hold their respective offices. 3.4 Seller has fee title to the real property legally described on Exhibit A attached hereto and by this reference incorporated herein and the structures thereon and owns the personal property included therein, and there are no liens or encumbrances against such property other than Permitted Encumbrances. -15- 5O36784805 4. REPRESENTATIONS AND WARRANTIES OF BUYER. As of the date hereof, Buyer hereby represents and warrants as follows, recognizing that Seller is relying on Buyer's representations and warranties herein as necessary conditions to the issuance of the Bonds on a tax-exempt basis: 4.1 Buyer is a municipal corporation of the State, duly organized and validly existing under and pursuant to the constitution and laws of the State, and has full power and authority under the Constitution and laws of the State to enter into the transactions contemplated on its part by this Agreement, and to carry out its obligations hereunder and thereunder. 4.2 Neither Buyer's execution and delivery of this Agreement nor Buyer's fulfillment of or compliance with the provisions of this Agreement conflicts with, violates or will result in a breach of any of the terms, conditions or provisions of any restriction or any agreement, instrument, statute, governmental rule or regulation, court order, judgment or decree to which Buyer is now a party or by which it or any of its property is bound, or constitutes a material default under any of the foregoing which has not been waived or consented to in writing by the appropriate party or parties, or results in the creation or imposition of any lien, charge, security interest or encumbrance of any nature whatsoever upon any of the property or assets of Buyer prohibited under the terms of any such restriction, agreement, instrument, statute, governmental rule or regulation, court order, judgment or decree. Buyer will not execute any other agreement with provisions contradictory to, or in opposition to, the provisions hereof. 4.3 There is no litigation pending or, to the best of Buyer's knowledge, threatened against Buyer affecting its ability to perform its obligations under this Agreement. 4.4 No consent, approval, authorization or order of any other governmental body is required to be obtained by Buyer for the execution and delivery of this Agreement or the accomplishment of its obligations under this Agreement, except such as have already been obtained or will be obtained in a timely manner and except such as may be required under federal and state securities laws in connection with the purchase of the Bonds by the initial purchasers thereof. 4.5 Buyer acknowledges that the Project is being financed with tax-exempt Bonds, that the Bonds' tax-exempt status is dependent on the Buyer's status as (i) a governmental entity, or (ii) a non-profit organization exempt from tax under Section 501(a) of the Code and qualified under Section 501(c)(3) of the Code (a "Non-Profit"), and Buyer represents and warrants that is a governmental entity. -16- 5036784805 4.6 The portions of the Property financed with proceeds of the Bonds will be used by Buyer for the purposes contemplated hereby, and no such portion of the Property is (or is to be expected to be) used by Buyer for any other purpose. 4.7 Buyer's tax certifications delivered to Seller and Bond Counsel on the Date of Issue of the Bonds are true and correct as of this date and will be true and correct as of the Date of Issue of the Bonds, and do not or will not contain any material misrepresentation or omit any information necessary to be contained therein for the purposes for which such certifications are delivered. 4.8 Buyer will not permit the Property to be used in such a manner as to cause the Bonds to be considered guaranteed (in whole or in part) by the United States (or by an agency or instrumentality) within the meaning of Section 149(b) of the Code. 4.9 To the best of Buyer's knowledge after due inquiry and due consultation with Buyer's counsel and Bond Counsel, there are no facts or circumstances existing which have resulted or would result in the interest on the Bonds being or becoming includable for federal income tax purposes in the gross incomes of the Bondowners. 4.10 Buyer will take such action or actions, including being a party to or consenting to such amendments of this Agreement, the Indenture or such other documents pertaining to the Bonds, as may be necessary, in the opinion of Bond Counsel, to comply fully with all applicable rules, rulings, regulations policies, procedures or other official statements promulgated or proposed by the Internal Revenue Service pertaining to obligations the interest on which is excludable bom gross income under Section 103 of the Code, and which pertain to the Bonds. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] -17- 5036784805 1N WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of the date first above stated. SELLER: KITSAP COUNTY CONSOLIDATED HOUSING AUTHORITY Its.~ Executive Director ~_~ BUYER: THE CITY OF BREMERTON, WASHINGTON Its: Approved as to Form: City of Bremerton, Washington -18- 50367848.05 The undersigned hereby accepts the assignment by the Kitsap County Consolidated Housing Authority of its rights, title and interests in this Agreement, as it may be amended from time to time (subject to the assiglnnent of certain rights to the Trustee as noted in Section 2.21), without recourse, as of the above date. KITSAP COUNTY, WASHINGTON Deputy Prosecuting Attorney Kitsap County, Washington -19- 5036784805 STATE OF WASHINGTON / ss. COUNTY OF KITSAP I certify that I know or have satisfactory evidence that Norman McLoughlin is the person who appeared before me, and said person acknowledged that said person signed this instrument, on oath stated that said person was authorized to execute the instrument and acknowledged it as the Executive Director of the Kitsap County Consolidated Housing Authority, a public body corporate and politic of the State of Washington, to be the free and voluntary act of such entity for the uses and purposes mentioned in the instrument. Dated this ]c'~ day of March, 2003. ('Signa~ur~ of Notary) (Legibly ~-ri~t br Stamt~ lqame of'Notary) / Notary public in and for ,the state of WashinVon, residing at Pr:C+. d My appointment expires -20- 5036784805 STATE OF WASHINGTON / ss. COUNTY OF KITSAP I certify that I know or have satisfactory evidence that~t~e~s the person who appeared before me, and acknowledged that Is]he signea~thisqnstmment, on oath ~¢d that Is]he was authorized to execute the instrument and acknowledged it as the ./~.,~ of the City of Bremerton, Washington, a municipal corporafion,t4o be the flee and voluntary act of such municipal corporation for the uses and purposes mentioned in the instrument. Dated this/,a~ay of March, 2003. (~ignatur~/of NotaO) (Legibly l~t or Stamp Name of~qotary) Notary public in and for the state of Washington, residing at.~~ My appointment expires -21- 5036784805 STATE OF WASHINGTON / ss. COUNTY OF KITSAP / I certify that I know or have satisfactory evidence that Jan Angel is the person who appeared before me, and acknowledged that she signed this instrument, on oath stated that she was authorized to execute the instrument and acknowledged it as the Chair of the Board of County Commissioners of Kitsap County, a political subdivision of the State of Washington, to be the flee and voluntary act of such political subdivision for the uses and purposes mentioned in the instrument. Dated this[ ~)--day of March, 2003. (Legibly P~nt or S~ar~p Name of Notary) Notary public in andFhfpr .the. ~tate of Washingt°n' residing at F'T ' ~c~5 (?~ c[ ~ My appointment expires -22- 5036784805 EXHIBIT A TO REAL ESTATE CONTRACT AND SECURITY AGREEMENT Leeai Description of the Property Unit(s) of Bremerton Government Center, a condominium (a "Condominium"), per Condominium Declaration recorded under Auditor's No. and Survey Map and Plans filed under Auditor's No. , records of Kitsap County, Washington. [TO BE COMPLETED BY TITLE COMPANY UPON RECORDING OF CONDOMINIUM DECLARATION] The Condominium shall be created on the following described property: LOTS 4 THROUGH 11 AND THE WEST HALF OF LOT 12; LOT 39, EXCEPT THE EAST 22 FEET; LOTS 40 THROUGH 45; ALL IN BLOCK 5, TOWN OF BREMERTON, ACCORDING TO PLAT RECORDED IN VOLUME 2 OF PLATS, PAGE 30, IN KITSAP COUNTY, WASHINGTON; TOGETHER WITH THAT PORTION OF VACATED ALLEY ADJACENT TO SUCH LOTS AS GRANTED 1N CITY OF BREMERTON ORDINANCE NO. 3695, RECORDED UNDER AUDITOR'S FILE NO. 8204300079; SITUATED IN THE CITY OF BREMERTON, KITSAP COUNTY, STATE OF WASHINGTON A-1 5036784805 EXHIBIT B TO REAL ESTATE CONTRACT AND SECURITY AGREEMENT Form of Special Warranty Fulfillment Deed WHEN RECORDED RETURN TO: SPECIAL WARRANTY FULFILLMENT DEED THE GRANTOR, Kitsap County Consolidated Housing Authority, a public body corporate and politic of the State of Washington, for and in consideration of TEN DOLLARS ($10.00) and other good and valuable consideration in hand paid, conveys and specially warrants to the City o£ Bremerton, Washington, a municipal corporation, having its principal business address at ., the following described real estate, situated in the County o£ Kitsap, State of Washington: Unit(s) of Bremerton Government Center, a condominium (a "Condominium"), per Condominium Declaration recorded under Auditor's No. and Survey Map and Plans filed under Auditor's No. ., records of Kitsap County, Washington. The Grantor, for it and for its successors in interest, does by these presents expressly limit the covenants of this Deed to those herein expressed, and excludes all covenants arising or to arise by statutory or other imphcations, and does hereby covenant that against all persons whomsoever law~lly claiming or to claim by, through or under said Grantor and not otherwise, it will £orever warrant and defend the said described real estate. Dated: ,200 KITSAP COLrNTY CONSOL[DATED HOUSING AUTHORITY By: Its: Executive Director B-1 50367848 05 STATE OF WASHINGTON / ss. COUNTY OF KITSAP I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that said person signed this instrument, on oath stated that said person was authorized to execute the instrument and acknowledged it as the Executive Director of the Kitsap County Consolidated Housing Authority, a public body corporate and politic of the State of Washington, to be the free and voluntary act of such entity for the uses and purposes mentioned in the instrument. Dated this day of ,200__. (Signature of Notary) Notary public in and for the state of Washington, residing at My appointment expires B-2 5036784805 EXHIBIT C TO REAL ESTATE CONTRACT AND SECURITY AGREEMENT Definitions "Agreement" means this Real Estate Contract and Security Agreement, which is effective as of March 1, 2003, between Buyer and Seller. "Bondowners" means the Owners of the Bonds. "Bonds" means the Kitsap County Consolidated Housing Authority Revenue Bonds, 2003 (Bremerton Government Center), together with any Additional Bonds issued pursuant to the Indenture, and any bonds issued to refund the foregoing. "Closing Date" means the date Buyer is entitled to possession of the Property, which unless otherwise agreed shall be 15 days after the date the Condominium Declaration has been recorded and all Tenant Improvements in the Property to be undertaken by Seller pursuant to the Construction Development Agreement have been completed. "Code" means the Internal Revenue Code o£ 1986, as amended, or any successor federal income tax statute or code. Any reference to a provision of the Code shall include the applicable regulations of the Department of the Treasury promulgated or proposed with respect to such provision. "Condominium" means the Bremerton Government Center, a condominium, to be established on the Property. "Condominium Association" means the owners association for the Condominium. "Condominium Documents" means the Condominium Declaration for the Bremerton Government Center, a condominium, as may now or hereafter be recorded against the Property, and as may from time to time be amended (the "Declaration"); the Survey Map and Plans filed simultaneously with the recording of the Declaration, and any amendments, corrections, and addenda thereto subsequently filed; the bylaws and articles of incorporation of the Condominium Association and the rules and regulations adopted by the Condominium Association. "Construction and Development Agreement" means the Construction and Development Agreement of approximately even date herewith governing the development, construction, and completion of the Bremerton Government Center, a condominium. C-1 5036784805 "Contingent Loan Agreement" means the Contingent Loan Agreement between Seller and Kitsap County relating to Kitsap County's obligation to make loans to Seller if and to the extent necessary to pay debt service on the Bonds and any Additional Bonds. "Continuing Disclosure Agreement" means the Continuing Disclosure Agreement entered into by Buyer and the Trustee confirming Buyer's obligations as an "obligated person" pursuant to SEC Rule 15c2-12 for continuing disclosure with respect to the Bonds, as more particularly described therein. "Date of Issue" means the date the Bonds are issued and delivered to the initial purchaser thereof. "Hazardous Materials" shall mean any chemical, compound, material, substance or other matter that: (i) is a flammable explosive, asbestos, radioactive material, nuclear medicine material, drug, vaccine, bacteria, virus, hazardous waste, toxic substance, petroleum product, or related injurious or potentially injurious material, whether injurious or potentially injurious by itself or in combination with other materials; (ii) is controlled, designated in or governed by any Hazardous Materials Law; (iii) gives rise to any reporting, notice or publication requirements under any Hazardous Materials Law; or (iv) gives rise to any liability, responsibility or duty on the part of Buyer or Seller with respect to any third person under any Hazardous Materials Law. "Hazardous Materials Laws" shall mean any and all federal, state or local laws, ordinances, rules, decrees, orders, regulations or court decisions (including the so-called "common-law") relating to hazardous substances, hazardous materials, hazardous waste, toxic substances, environmental conditions on, under or about the Property, or soil and ground water conditions, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), as amended, 42 U.S.C. §9601, et seq., the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. §6901, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. §1801, et seq., the Washington State Model Toxics Control Act ("MTCA"), RCW 70.105D, any amendments to the foregoing, and any similar federal, state or local laws, ordinances, rules, decrees, orders or regulations. "Indenture" means the Trust Indenture between Authority and the Tmstee dated as of March 1, 2003, pertaining to the Bonds. "Permitted Encumbrances" means, as of any particular time, the following liens and encumbrances against the Property: this Agreement; the Condominium Documents; a Reciprocal Easement between the Authority and Washington Mutual Bank; and all other liens and encumbrances approved in writing by or in favor of Seller. C-2 5036784805 "Property" means the real property legally described in Exhibit A, including the improvements constructed thereon. Upon establishment of the Condominium, "Property" shall mean the Unit(s) purchased by Buyer hereunder. "Proportionate Share" means, on any date, the ratio of the principal amount of Bonds allocable to Buyer, as set forth in Schedule 1, then Outstanding to the total principal amount of Bonds Outstanding. "Transferee" means any person to whom Seller sells, transfers to or disposes of its interest in the Property or any portion thereof, including a "related person" pursuant to the provisions of Section 267 or 707(b) or under Section 1563(a) of the Code. "Treasury Regulations" means the regulations of the Department of the Treasury under the Code. "Trustee" means U.S. Bank National Association, or its successor, as trustee under the Indenture. "Unit" means a physical portion of the Condominium designated for separate ownership, the boundaries of which are described in the Declaration and shown on the Survey Map and Plans, the location of which is shown on the drawing(s) attached hereto as Exhibit D. C-3 5036784805 EXHIBIT D TO REAL ESTATE CONTRACT AND SECURITY AGREEMENT Drawings of Unit(s) D-1 SCHEDULE 1 TO REAL ESTATE CONTRACT AND SECURITY AGREEMENT Schedule 1 3/14/2003 7/1/2003 98,021.67 98,021.67 98,021.67 1/1/2004 147,032.50 147,032.50 7/1/2004 147,032.50 147,032.50 294,065.00 1/1/2005 147,032.50 147,032.50 7/1/2005 115,000.00 147,032.50 262,032.50 409,065.00 1/1/2006 146,112.50 146,112.50 7/1/2006 120,000.00 146,112.50 266,112.50 412,225.00 1/1/2007 144,972.50 144,972.50 7/1/2007 120,000.00 144,972.50 264,972.50 409,945.00 1/1/2008 143,592.50 143,592.50 7/1/2008 125,000.00 143,592.50 268,592.50 412,185.00 1/1/2009 141,905.00 141,905.00 7/1/2009 125,000.00 141,905.00 266,905.00 408,810.00 1/1/2010 139,967.50 139,967.50 7/1/2010 130,000.00 139,967.50 269,967.50 409,935.00 1/1/2011 137,757.50 137,757.50 7/1/2011 135,000.00 137,757.50 272,757.50 410,515.00 1/1/2012 135,327.50 135,327.50 7/1/2012 140,000.00 135,327.50 275,327.50 410,655.00 1/1/2013 132,737.50 132,737.50 7/1/2013 145,000.00 132,737.50 277,737.50 410,475.00 1/1/2014 129,801.25 129,801.25 7/I/2014 150,000.00 129,801.25 279,801.25 409,602.50 1/1/2015 126,763.75 126,763.75 7/1/2015 155,000.00 126,763.75 281,763.75 408,527.50 1/1/2016 123,625.00 123,625.00 7/1/2016 165,000.00 123,625.00 288,625.00 412,250.00 1/1/2017 119,500.00 119,500.00 7/1/2017 170,000.00 119,500.00 289,500.00 409,000.00 1/1/2018 115,250.00 115,250.00 7/1/2018 180,000.00 115,250.00 295,250.00 410,500.00 1/1/2019 110,750.00 110,750.00 7/1/2019 190,000.00 110,750.00 300,750.00 411,500.00 1/1/2020 106,000.00 106,000.00 7/1/2020 195,000.00 106,000.00 301,000.00 407,000.00 1/1/2021 101,125.00 101,125.00 7/1/2021 205,000.00 101,125.00 306,125.00 407,250.00 1/1/2022 96,000.00 96,000.00 7/1/2022 215,000.00 96,000.00 311,000.00 407,000.00 l/1/2023 90,625.00 90,625.00 7/1/2023 230,000.00 90,625.00 320,625.00 411,250.00 1/1/2024 84,875.00 84,875.00 7/1/2024 240,000.00 84,875.00 324,875.00 409,750.00 1/1/2025 78,875.00 78,875.00 7/1/2025 250,000.00 78,875.00 328,875.00 407,750.00 1/1/2026 72,625.00 72,625.00 7/1/2026 265,000.00 72,625.00 337,625.00 410,250.00 1/1/2027 66,000.00 66,000.00 7/1/2027 275,000.00 66,000.00 341,000.00 407,000.00 1/1/2028 59,125.00 59,125.00 7/1/2028 290,000.00 59,125.00 349,125.00 408,250.00 1/1/2029 51,875.00 51,875.00 7/1/2029 305,000.00 51,875.00 356,875.00 408,750.00 1/1/2030 44,250.00 44,250.00 7/1/2030 320,000.00 44,250.00 364,250.00 408,500.00 1/1/2031 36,250.00 36,250.00 7/1/2031 335,000.00 36,250.00 371,250.00 407,500.00 1/1/2032 27,875.00 27,875.00 7/1/2032 355,000.00 27,875.00 382,875.00 410,750.00 1/1/2033 19,000.00 19,000.00 7/1/2033 370,000.00 19,000.00 389,000.00 408,000.00 1/1/2034 9,750.00 9,750.00 7/1/2034 390,000.00 9,750.00 399,750.00 409,500.00 Total 6,405,000.00 6,270,776.67 12,675,776.67 12,675,776.67 3/14/2003 $6,473,242.72 6/1/2004 $68,242.72 $68,242.72 6,405,000.00 7/1/2004 34,088.75 9,583.33 24,505.42 6,395,416.67 8/1/2004 34,088.75 9,583.33 24,505.42 6,385,833.34 9/1/2004 34,088.75 9,583.33 24,505.42 6,376,250.01 10/1/2004 34,088.75 9,583.33 24,505.42 6,366,666.68 11/1/2004 34,088.75 9,583.33 24,505.42 6,357,083.35 12/1/2004 34,088.75 9,583.33 24,505.42 6,347,500.02 1/1/2005 34,088.75 9,583.33 24,505.42 6,337,916.69 2/1/2005 34,088.75 9,583.33 24,505.42 6,328,333.36 3/1/2005 34,088.75 9,583.33 24,505.42 6,318,750.03 4/1/2005 34,088.75 9,583.33 24,505.42 6,309,166.70 5/1/2005 34,088.75 9,583.33 24,505.42 6,299,583.37 6/1/2005 34,088.75 9,583.33 24,505.42 6,290,000~04 7/1/2005 34,352.08 10,000.00 24,352.08 6,280,000.04 8/1/2005 34,352.08 10,000.00 24,352.08 6,270,000.04 9/1/2005 34,352.08 10,000.00 24,352.08 6,260,000.04 10/1/2005 34,352.08 10,000.00 24,352.08 6,250,000.04 11/1/2005 34,352.08 10,000.00 24,352.08 6,240,000.04 12/1/2005 34,352.08 10,000.00 24,352.08 6,230,000.04 1/1/2006 34,352.08 10,000.00 24,352.08 6,220,000.04 2/1/2006 34,352.08 10,000~00 24,352.08 6,210,000.04 3/1/2006 34,352.08 10,000.00 24,352.08 6,200,000.04 4/1/2006 34,352.08 10,000.00 24,352.08 6,190,000.04 5/1/2006 34,352.08 10,000.00 24,352.08 6,180,000.04 6/1/2006 34,352.08 10,000.00 24,352.08 6,170,000.04 7/1/2006 34,162.08 10,000.00 24,162.08 6,160,000.04 8/1/2006 34,162.08 10,000.00 24,162.08 6,150,000.04 9/1/2006 34,162.08 10,000.00 24,162.08 6,140,000.04 10/1/2006 34,162.08 10,000.00 24,162.08 6,130,000.04 11/1/2006 34,162.08 10,000.00 24,162.08 6,120,000.04 12/1/2006 34,162.08 10,000.00 24,162.08 6,110,000.04 1/1/2007 34,162.08 10,000.00 24,162.08 6,100,000.04 2/1/2007 34,162.08 10,000.00 24,162.08 6,090,000.04 3/1/2007 34,162.08 10,000.00 24,162.08 6,080,000.04 4/1/2007 34,162.08 10,000.00 24,162.08 6,070,000.04 5/1/2007 34,162.08 10,000.00 24,162.08 6,060,000.04 6/1/2007 34,162.08 10,000.00 24,162.08 6,050,000.04 7/1/2007 34,348.75 10,416.67 23,932.08 6,039,583.37 8/1/2007 34,348.75 10,416.67 23,932.08 6,029,166.70 9/1/2007 34,348.75 10,416.67 23,932.08 6,018,750.03 10/1/2007 34,348.75 10,416.67 23,932.08 6,008,333.36 11/1/2007 34,348.75 10,416.67 23,932.08 5,997,916.69 12/1/2007 34,348.75 10,416.67 23,932.08 5,987,500.02 1/1/2008 34,348.75 10,416.67 23,932.08 5,977,083.35 2/1/2008 34,348.75 10,416.67 23,932.08 5,966,666.68 3/1/2008 34,348.75 10,416.67 23,932.08 5,956,250.01 4/1/2008 34,348.75 10,416.67 23,932.08 5,945,833.34 5/I/2008 34,348.75 10,416.67 23,932.08 5,935,416.67 6/1/2008 34,348.75 10,416.67 23,932.08 5,925,000.00 7/1/2008 34,067.50 10,416.67 23,650.83 5,914,583.33 8/1/2008 34,067.50 10,416.67 23,650.83 5,904,166.66 9/1/2008 34,067.50 10,416.67 23,650.83 5,893,749.99 10/1/2008 34,067.50 10,416.67 23,650.83 5,883,333.32 11/1/2008 34,067.50 10,416.67 23,650.83 5,872,916.65 12/1/2008 34,067.50 10,416.67 23,650.83 5,862,499.98 1/1/2009 34,067.50 10,416.67 23,650.83 5,852,083.31 2/1/2009 34,067.50 10,416.67 23,650.83 5,841,666.64 3/1/2009 34,067.50 10,416.67 23,650.83 5,831,249.97 4/1/2009 34,067.50 10,416.67 23,650.83 5,820,833.30 5/1/2009 34,067.50 10,416.67 23,650.83 5,810,416.63 6/1/2009 34,067.50 10,416.67 23,650.83 5,799,999.96 7/1/2009 34,161.25 10,833.33 23,327.92 5,789,166.63 8/1/2009 34,161.25 10,833.33 23,327.92 5,778,333.30 9/1/2009 34,161.25 10,833.33 23,327.92 5,767,499.97 10/1/2009 34,161.25 10,833.33 23,327.92 5,756,666.64 11/1/2009 34,161.25 10,833.33 23,327.92 5,745,833.31 12/1/2009 34,161.25 10,833.33 23,327.92 5,734,999.98 1/1/2010 34,161.25 10,833.33 23,327.92 5,724,166.65 2/1/2010 34,161.25 10,833.33 23,327.92 5,713,333.32 3/1/2010 34,161.25 10,833.33 23,327.92 5,702,499.99 4/1/2010 34,161.25 10,833.33 23,327.92 5,691,666.66 5/1/2010 34,161.25 10,833.33 23,327.92 5,680,833.33 6/1/2010 34,161.25 10,833.33 23,327.92 5,670,000.00 7/1/2010 34,209.58 11,250.00 22,959.58 5,658,750.00 8/1/2010 34,209.58 11,250.00 22,959.58 5,647,500.00 9/1/2010 34,209.58 11,250.00 22,959.58 5,636,250.00 10/1/2010 34,209.58 11,250.00 22,959.58 5,625,000.00 11/1/2010 34,209.58 11,250.00 22,959.58 5,613,750.00 12/1/2010 34,209.58 11,250.00 22,959.58 5,602,500.00 1/1/2011 34,209.58 11,250.00 22,959.58 5,591,250.00 2/1/2011 34,209.58 11,250.00 22,959.58 5,580,000.00 3/1/2011 34,209.58 11,250.00 22,959.58 5,568,750.00 4/1/2011 34,209.58 11,250.00 22,959.58 5,557,500.00 5/1/2011 34,209.58 11,250.00 22,959.58 5,546,250.00 6/1/2011 34,209.58 11,250.00 22,959.58 5,535,000.00 7/1/2011 34,221.25 11,666.67 22,554.58 5,523,333.33 8/1/2011 34,221.25 11,666.67 22,554.58 5,511,666.66 9/1/2011 34,221.25 11,666.67 22,554.58 5,499,999.99 10/1/2011 34,221.25 11,666.67 22,554.58 5,488,333.32 11/1/2011 34,221.25 11,666.67 22,554.58 5,476,666.65 12/1/2011 34,221.25 11,666.67 22,554.58 5,464,999.98 1/1/2012 34,221.25 11,666.67 22,554.58 5,453,333.31 2/1/2012 34,221.25 11,666.67 22,554.58 5,441,666.64 3/1/2012 34,221.25 11,666.67 22,554.58 5,429,999.97 4/1/2012 34,221.25 11,666.67 22,554.58 5,418,333.30 5/1/2012 34,221.25 11,666.67 22,554.58 5,406,666.63 6/1/2012 34,221.25 11,666.67 22,554.58 5,394,999.96 7/1/2012 34,206.25 12,083.33 22,122.92 5,382,916.63 8/1/2012 34,206.25 12,083.33 22,122.92 5,370,833.30 9/1/2012 34,206.25 12,083.33 22,122.92 5,358,749.97 10/1/2012 34,206.25 12,083.33 22,122.92 5,346,666.64 11/1/2012 34,206.25 12,083.33 22,122.92 5,334,583.31 12/1/2012 34,206.25 12,083.33 22,122.92 5,322,499.98 1/1/2013 34,206.25 12,083.33 22,122.92 5,310,416.65 2/1/2013 34,206.25 12,083.33 22,122.92 5,298,333.32 3/1/2013 34,206.25 12,083.33 22,122.92 5,286,249.99 4/1/2013 34,206.25 12,083.33 22,122.92 5,274,166.66 5/1/2013 34,206.25 12,083.33 22,122.92 5,262,083.33 6/1/2013 34,206.25 12,083.33 22,122.92 5,250,000.00 7/1/2013 34,133.54 12,500.00 21,633.54 5,237,500.00 8/1/2013 34,133.54 12,500.00 21,633.54 5,225,000.00 9/1/2013 34,133.54 12,500.00 21,633.54 5,212,500.00 10/1/2013 34,133.54 12,500~00 21,633.54 5,200,000.00 11/1/2013 34,133.54 12,500.00 21,633.54 5,187,500.00 12/1/2013 34,133.54 12,500.00 21,633.54 5,175,000.00 1/1/2014 34,133.54 12,500.00 21,633.54 5,162,500.00 2/1/20t4 34,133.54 12,500.00 21,633.54 5,150,000.00 3/l/2014 34,133.54 12,500.00 21,633.54 5,137,500.00 4/1/2014 34,133.54 12,500.00 21,633.54 5,125,000.00 5/1/2014 34,133.54 12,500.00 21,633.54 5,112,500.00 6/1/2014 34,133.54 12,500.00 21,633.54 5,100,000.00 7/1/2014 34,043.96 12,916.67 21,127.29 5,087,083.33 8/1/2014 34,043.96 12,916.67 21,127.29 5,074,166.66 9/1/2014 34,043.96 12,916.67 21,127.29 5,061,249.99 10/1/2014 34,043.96 12,916.67 21,127.29 5,048,333.32 11/1/2014 34,043.96 12,916.67 21,127.29 5,035,416.65 12/1/2014 34,043.96 12,916.67 21,127.29 5,022,499.98 1/1/2015 34,043.96 12,916.67 21,127.29 5,009,583.31 2/1/2015 34,043.96 12,916.67 21,127.29 4,996,666.64 3/1/2015 34,043.96 12,916.67 21,127.29 4,983,749.97 4/1/2015 34,043.96 12,916.67 21,127.29 4,970,833.30 5/1/2015 34,043.96 12,916.67 21,127.29 4,957,916.63 6/1/2015 34,043.96 12,916.67 21,127.29 4,944,999.96 7/1/2015 34,354.17 13,750.00 20,604.17 4,931,249.96 8/1/2015 34,354.17 13,750.00 20,604.17 4,917,499.96 9/1/2015 34,354.17 13,750.00 20,604.17 4,903,749.96 10/1/2015 34,354.17 13,750.00 20,604.17 4,889,999.96 11/1/2015 34,354.17 13,750.00 20,604.17 4,876,249.96 12/1/2015 34,354.17 13,750.00 20,604.17 4,862,499.96 1/1/2016 34,354.17 13,750.00 20,604.17 4,848,749.96 2/1/2016 34,354.17 13,750.00 20,604.17 4,834,999.96 3/1/2016 34,354.17 13,750.00 20,604.17 4,821,249.96 4/1/2016 34,354.17 13,750.00 20,604.17 4,807,499.96 5/1/2016 34,354.17 13,750.00 20,604.17 4,793,749.96 6/1/2016 34,354.17 13,750.00 20,604.17 4,779,999.96 7/1/2016 34,083.34 14,166.67 19,916.67 4,765,833.29 8/1/2016 34,083.34 14,166.67 19,916.67 4,751,666.62 9/1/2016 34,083.34 14,166.67 19,916.67 4,737,499.95 10/1/2016 34,083.34 14,166.67 19,916.67 4,723,333.28 11/1/2016 34,083.34 14,166.67 19,916.67 4,709,166.61 12/1/2016 34,083.34 14,166.67 19,916.67 4,694,999.94 1/1/2017 34,083.34 14,166.67 19,916.67 4,680,833.27 2/1/20t7 34,083.34 14,166.67 19,916.67 4,666,666.60 3/1/2017 34,083.34 14,166.67 19,916.67 4,652,499.93 4/1/2017 34,083.34 14,166.67 19,916.67 4,638,333.26 5/l/2017 34,083.34 14,166.67 19,916.67 4,624,166.59 6/1/2017 34,083.34 14,166.67 19,916.67 4,609,999.92 7/1/2017 34,208.33 15,000.00 19,208.33 4,594,999.92 8/1/2017 34,208.33 15,000.00 19,208.33 4,579,999.92 9/1/2017 34,208.33 15,000.00 19,208.33 4,564,999.92 10/1/2017 34,208.33 15,000.00 19,208.33 4,549,999.92 11/1/2017 34,208.33 15,000.00 19,208.33 4,534,999.92 12/1/2017 34,208.33 15,000.00 19,208.33 4,519,999.92 1/1/2018 34,208.33 15,000.00 19,208.33 4,504,999.92 2/1/2018 34,208.33 15,000.00 19,208.33 4,489,999.92 3/1/2018 34,208.33 I5,000.00 19,208.33 4,474,999.92 4/1/2018 34,208.33 15,000.00 19,208.33 4,459,999.92 5/1/2018 34,208.33 15,000.00 19,208.33 4,444,999.92 6/1/2018 34,208.33 15,000.00 19,208.33 4,429,999.92 7/1/2018 34,291.66 15,833.33 18,458.33 4,414,166.59 8/1/2018 34,291.66 15,833.33 18,458.33 4,398,333.26 9/1/2018 34,291.66 15,833.33 18,458.33 4,382,499.93 10/1/2018 34,291.66 15,833.33 18,458.33 4,366,666.60 11/1/2018 34,291.66 15,833.33 18,458.33 4,350,833.27 12/1/2018 34,291.66 15,833.33 18,458.33 4,334,999.94 1/l/2019 34,291.66 15,833.33 18,458.33 4,319,166.61 2/1/2019 34,291.66 15,833.33 18,458.33 4,303,333.28 3/1/2019 34,291.66 15,833.33 18,458.33 4,287,499.95 4/1/2019 34,291.66 15,833.33 18,458.33 4,271,666.62 5/1/2019 34,291.66 15,833.33 18,458.33 4,255,833.29 6/1/2019 34,291.66 15,833.33 18,458.33 4,239,999.96 7/1/2019 33,916.67 16,250.00 17,666.67 4,223,749.96 8/1/2019 33,916.67 16,250.00 17,666.67 4,207,499.96 9/1/2019 33,916.67 16,250.00 17,666.67 4,191,249.96 10/1/2019 33,916.67 16,250.00 17,666.67 4,174,999.96 11/1/2019 33,916.67 16,250.00 17,666.67 4,158,749.96 12/1/2019 33,916.67 16,250.00 17,666.67 4,142,499.96 1/1/2020 33,916.67 16,250.00 17,666.67 4,126,249.96 2/1/2020 33,916.67 16,250.00 17,666.67 4,109,999.96 3/1/2020 33,916.67 16,250.00 17,666.67 4,093,749.96 4/1/2020 33,916.67 16,250.00 17,666.67 4,077,499.96 5/1/2020 33,916.67 16,250.00 17,666.67 4,061,249.96 6/1/2020 33,916.67 16,250.00 17,666.67 4,044,999.96 7/1/2020 33,937.50 17,083.33 16,854.17 4,027,916.63 8/1/2020 33,937.50 17,083.33 16,854A7 4,010,833.30 9/1/2020 33,937.50 17,083.33 16,854.17 3,993,749.97 10/1/2020 33,937.50 17,083.33 16,854.17 3,976,666.64 11/1/2020 33,937.50 17,083.33 16,854.17 3,959,583.31 12/1/2020 33,937.50 17,083.33 16,854.17 3,942,499.98 1/1/2021 33,937.50 17,083.33 16,854.17 3,925,416.65 2/1/2021 33,937.50 17,083.33 16,854.17 3,908,333.32 3/1/2021 33,937.50 17,083.33 16,854.17 3,891,249.99 4/1/2021 33,937.50 17,083.33 16,854.17 3,874,166.66 5/1/202l 33,937.50 17,083.33 16,854.17 3,857,083.33 6/1/2021 33,937.50 17,083.33 16,854.17 3,840,000.00 7/1/2021 33,916.67 i7,916.67 16,000.00 3,822,083.33 8/1/2021 33,916.67 17,916.67 16,000.00 3,804,166.66 9/1/2021 33,916.67 17,916.67 16,000.00 3,786,249.99 10/1/2021 33,916.67 17,916.67 16,000.00 3,768,333.32 11/1/2021 33,916.67 17,916.67 16,000.00 3,750,416.65 12/1/2021 33,916.67 17,916.67 16,000.00 3,732,499.98 1/1/2022 33,916.67 17,916.67 16,000.00 3,714,583.31 2/1/2022 33,916.67 17,916.67 16,000.00 3,696,666.64 3/1/2022 33,916.67 17,916.67 16,000.00 3,678,749.97 4/1/2022 33,916.67 17,916.67 16,000.00 3,660,833.30 5/1/2022 33,916.67 17,916.67 16,000.00 3,642,916.63 6/1/2022 33,916~67 17,916.67 16,000.00 3,624,999.96 7/1/2022 34,270.84 19,166.67 15,104.17 3,605,833.29 8/1/2022 34,270.84 19,166.67 15,104.17 3,586,666.62 9/1/2022 34,270.84 19,166.67 15,104.17 3,567,499.95 10/1/2022 34,270.84 19,166.67 15,104.17 3,548,333.28 11/1/2022 34,270.84 19,166.67 15,104.17 3,529,166.61 12/1/2022 34,270.84 19,166.67 15,104.17 3,509,999.94 1/1/2023 34,270.84 19,166.67 15,104.17 3,490,833.27 2/1/2023 34,270.84 19,166.67 15,104.17 3,471,666.60 3/1/2023 34,270.84 19,166.67 15,104.17 3,452,499.93 4/1/2023 34,270.84 19,166.67 15,104.17 3,433,333.26 5/1/2023 34,270.84 19,166.67 15,104.17 3,414,166.59 6/1/2023 34,270.84 19,166.67 15,104.17 3,394,999.92 7/1/2023 34,145.83 20,000.00 14,145.83 3,374,999.92 8/1/2023 34,145.83 20,000.00 14,145.83 3,354,999.92 9/1/2023 34,145.83 20,000.00 14,145.83 3,334,999.92 10/1/2023 34,145.83 20,000.00 14,145.83 3,314,999.92 11/1/2023 34,145.83 20,000.00 14,145.83 3,294,999.92 12/1/2023 34,145.83 20,000.00 14,145.83 3,274,999.92 1/1/2024 34,145.83 20,000.00 14,145.83 3,254,999.92 2/1/2024 34,145.83 20,000.00 14,145.83 3,234,999.92 3/1/2024 34,145.83 20,000.00 14,145.83 3,214,999.92 4/1/2024 34,145.83 20,000.00 14,145.83 3,194,999.92 5/1/2024 34,145.83 20,000.00 14,145.83 3,174,999.92 6/1/2024 34,145.83 20,000.00 14,145.83 3,154,999.92 7/1/2024 33,979.16 20,833.33 13,145.83 3,134,166.59 8/1/2024 33,979.16 20,833.33 13,145.83 3,113,333.26 9/1/2024 33,979.16 20,833.33 13,145.83 3,092,499.93 10/1/2024 33,979.16 20,833.33 13,145.83 3,071,666.60 11/1/2024 33,979.16 20,833.33 13,145.83 3,050,833.27 12/1/2024 33,979.16 20,833.33 13,145.83 3,029,999.94 1/1/2025 33,979.16 20,833.33 13,145.83 3,009,166.61 2/1/2025 33,979.16 20,833.33 13,145.83 2,988,333.28 3/1/2025 33,979.16 20,833.33 13,145.83 2,967,499.95 4/1/2025 33,979.16 20,833.33 13,145.83 2,946,666.62 5/1/2025 33,979.16 20,833.33 13,145.83 2,925,833.29 6/1/2025 33,979.16 20,833.33 13,145.83 2,904,999.96 7/1/2025 34,187.50 22,083.33 12,104.17 2,882,916.63 8/1/2025 34,187.50 22,083.33 12,104.17 2,860,833.30 9/1/2025 34,187.50 22,083.33 12,104.17 2,838,749.97 10/1/2025 34,187.50 22,083.33 12,104.17 2,816,666.64 11/1/2025 34,187.50 22,083.33 12,104.17 2,794,583.31 12/1/2025 34,187.50 221083.33 12,104.17 2,772,499.98 1/1/2026 34,187.50 22,083.33 12,104.17 2,750,416.65 2/1/2026 34,187.50 22,083.33 12,104.17 2,728,333.32 3/1/2026 34,187.50 22,083.33 12,104.17 2,706,249.99 4/1/2026 34,187.50 22,083.33 12,104.17 2,684,166.66 5/1/2026 34,187.50 22,083.33 12,104.17 2,662,083.33 6/1/2026 34,187.50 22,083.33 12,104.17 2,640,000.00 7/1/2026 33,916.67 22,916.67 11,000.00 2,617,083.33 8/1/2026 33,916.67 22,916.67 11,000.00 2,594,166.66 9/1/2026 33,916.67 22,916.67 11,000.00 2,571,249.99 10/1/2026 33,916.67 22,916.67 11,000.00 2,548,333.32 11/1/2026 33,916.67 22,916.67 11,000.00 2,525,416.65 12/1/2026 33,916.67 22,916.67 11,000.00 2,502,499.98 1/1/2027 33,916.67 22,916.67 11,000.00 2,479,583.31 2/1/2027 33,916.67 22,916.67 11,000.00 2,456,666.64 3/1/2027 33,916.67 22,916.67 11,000.00 2,433,749.97 4/1/2027 33,916.67 22,916.67 11,000.00 2,410,833.30 5/1/2027 33,916~67 22,916.67 11,000.00 2,387,916.63 6/1/2027 33,916.67 22,916.67 11,000.00 2,364,999.96 7/1/2027 34,020.84 24,166.67 9,854.17 2,340,833.29 8/1/2027 34,020.84 24,166.67 9,854.17 2,316,666.62 9/1/2027 34,020.84 24,166.67 9,854.17 2,292,499.95 10/1/2027 34,020.84 24,166.67 9,854.17 2,268,333.28 11/1/2027 34,020.84 24,166.67 9,854.17 2,244,166.61 12/1/2027 34,020.84 24,166.67 9,854.17 2,219,999.94 1/1/2028 34,020.84 24,166.67 9,854A7 2,195,833.27 2/1/2028 34,020.84 24,166.67 9,854A7 2,171,666.60 3/1/2028 34,020.84 24,166.67 9,854.17 2,147,499.93 4/1/2028 34,020.84 24,166.67 9,854.17 2,123,333.26 5/1/2028 34,020.84 24,166.67 9,854.17 2,099,166.59 6/i/2028 34,020.84 24,166.67 9,854A7 2,074,999.92 7/1/2028 34,062.50 25,416.67 8,645.83 2,049,583.25 8/1/2028 34,062.50 25,416.67 8,645.83 2,024,166.58 9/1/2028 34,062.50 25,416.67 8,645.83 1,998,749.91 10/1/2028 34,062.50 25,416.67 8,645.83 1,973,333.24 11/1/2028 34,062.50 25,416.67 8,645.83 1,947,916.57 12/1/2028 34,062.50 25,416.67 8,645.83 1,922,499.90 1/1/2029 34,062.50 25,416.67 8,645.83 1,897,083.23 2/1/2029 34,062.50 25,416.67 8,645.83 1,871,666.56 3/1/2029 34,062.50 25,416.67 8,645.83 1,846,249.89 4/1/2029 34,062.50 25,416.67 8,645.83 1,820,833.22 5/1/2029 34,062.50 25,416.67 8,645.83 1,795,416.55 6/1/2029 34,062.50 25,416.67 8,645.83 1,769,999.88 7/1/2029 34,041.67 26,666.67 7,375.00 1,743,333.21 8/1/2029 34,041.67 26,666.67 7,375.00 1,716,666.54 9/1/2029 34,041.67 26,666.67 7,375.00 1,689,999.87 10/1/2029 34,041.67 26,666.67 7,375.00 1,663,333.20 11/1/2029 34,041.67 26,666.67 7,375.00 1,636,666.53 12/1/2029 34,041.67 26,666.67 7,375.00 1,609,999.86 1/1/2030 34,041.67 26,666.67 7,375.00 1,583,333.19 2/1/2030 34,041.67 26,666.67 7,375.00 1,556,666.52 3/1/2030 34,041.67 26,666.67 7,375.00 1,529,999.85 4/1/2030 34,041.67 26,666.67 7,375.00 1,503,333.18 5/l/2030 34,041.67 26,666.67 7,375.00 1,476,666.51 6/1/2030 34,041.67 26,666.67 7,375.00 1,449,999.84 7/1/2030 33,958.34 27,916.67 6,041.67 1,422,083.17 8/1/2030 33,958.34 27,916.67 6,041.67 1,394,166.50 9/1/2030 33,958.34 27,916.67 6,041.67 1,366,249.83 10/1/2030 33,958.34 27,916.67 6,041.67 1,338,333.16 11/1/2030 33,958.34 27,916.67 6,041.67 1,310,416.49 12/1/2030 33,958.34 27,916.67 6,041.67 1,282,499.82 1/1/2031 33,958.34 27,916.67 6,041.67 1,254,583.15 2/1/2031 33,958.34 27,916.67 6,041.67 1,226,666.48 3/1/2031 33,958.34 27,916.67 6,041.67 1,198,749.81 4/1/2031 33,958.34 27,916.67 6,041.67 1,170,833.14 5/1/2031 33,958.34 27,916.67 6,041.67 1,142,916.47 6/1/2031 33,958.34 27,916.67 6,041.67 1,114,999.80 7/1/2031 34,229.16 29,583.33 4,645.83 1,085,416.47 8/1/2031 34,229.16 29~583.33 4,645.83 1,055,833.14 9/1/2031 34,229.16 29,583.33 4,645.83 1,026,249.81 10/1/2031 34,229.16 29,583.33 4,645.83 996,666.48 11/1/2031 34,229.16 29,583.33 4,645.83 967,083.15 12/1/2031 34,229.16 29,583.33 4,645.83 937,499.82 l/1/2032 34,229.16 29,583.33 4,645.83 907,916.49 2/1/2032 34,229.16 29,583.33 4,645.83 878,333.16 3/1/2032 34,229.16 29,583.33 4,645.83 848,749.83 4/1/2032 34,229.16 29,583.33 4,645.83 819,166.50 5/1/2032 34,229.16 29,583.33 4,645.83 789,583.17 6/1/2032 34,229.16 29,583.33 4,645.83 759,999.84 7/1/2032 34,000.00 30,833.33 3,166.67 729,166.51 8/1/2032 34,000.00 30,833.33 3,166.67 698,333.18 9/1/2032 34,000.00 30,833.33 3,166.67 667,499.85 10/1/2032 34,000.00 30,833.33 3,166.67 636,666.52 11/1/2032 34,000.00 30,833.33 3,166.67 605,833.19 12/1/2032 34,000.00 30,833.33 3,166.67 574,999.86 1/1/2033 34,000.00 30,833.33 3,166.67 544,166.53 2/1/2033 34,000.00 30,833.33 3,166.67 513,333.20 3/1/2033 34,000.00 30,833.33 3,166.67 482,499.87 4/1/2033 34,000.00 30,833.33 3,166.67 451,666.54 5/1/2033 34,000.00 30,833.33 3,166.67 420,833.21 6/1/2033 34,000.00 30,833.33 3,166.67 389,999.88 7/1/2033 34,125.00 32,500.00 1,625.00 357,499.88 8/1/2033 34,125.00 32,500.00 1,625.00 324,999.88 9/1/2033 34,125.00 32,500.00 1,625.00 292,499.88 10/1/2033 34,125.00 32,500.00 1,625.00 259,999.88 11/1/2033 34,125.00 32,500.00 1,625.00 227,499.88 12/1/2033 34,125.00 32,500.00 1,625.00 194,999.88 1/1/2034 34,125.00 32,500.00 1,625.00 162,499.88 2/1/2034 34,125.00 32,500.00 1,625.00 129,999.88 3/1/2034 34,125.00 32,500.00 1,625.00 97,499.88 4/1/2034 34,125.00 32,500.00 1,625.00 64,999.88 5/1/2034 34,125.00 32,500.00 1,625.00 32,499.88 6/1/2034 34,124.92 32,499.92 1,625.00 (0.04) 7/1/2034 (0.04) Total 12,283,690.00 6,405,000.04 5,878,689.96