Exhibit 10.75


 


CLOSING AGREEMENT


(Spring Town Center)


 


THIS
CLOSING AGREEMENT (this “Agreement”)
made as of July 21, 2006 (the “Effective Date”),
by and between A-K-S 75 NEC SPRING TOWN CENTER, L.P., a Texas
limited partnership (“Seller”), and MB SPRING TOWN CENTER LIMITED PARTNERSHIP, an Illinois limited partnership (“Purchaser”).


W I  T  N E S S E T H:


WHEREAS,
Seller and Purchaser are parties to that certain letter agreement (as
heretofore modified, amended and extended, the “LOI”)
dated May 18, 2005, setting forth the basic terms and conditions pursuant to
which Purchaser will purchase from Seller and Seller will sell to Purchaser
certain real property and improvements, including, without limitation, the
Property (as defined below).  Capitalized
terms used but not defined herein shall have the meanings ascribed thereto in
the LOI;


WHEREAS,
contemporaneously herewith, Seller desires to sell to Purchaser, and Purchaser
desires to purchase from Seller, the Property (as defined below), upon and
subject to the terms and conditions hereinafter set forth;


NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


1.                                       Purchase and Sale.  Subject to the terms of this Agreement and
the LOI, Seller hereby agrees to sell and convey, subject to the Permitted
Encumbrances (as defined below), and Purchaser hereby agrees to purchase and
pay for, notwithstanding the Permitted Encumbrances, the following property:


(a)                                  that certain
tract of land and easement estates (collectively, the “Land”)
situated in Harris County, Texas, as more particularly described on Exhibit A hereto, together
with all rights and appurtenances pertaining to such Land, and all right, title
and interest of Seller in and to (i) all streets, alleys, easements, and
rights of way in, on, across, in front of, abutting or adjoining the Land; and
(ii) all oil, gas and other minerals in, on or under the Land;


(b)                                 all
improvements situated on the Land and all fixtures and other property affixed
thereto (collectively, the “Improvements”);


(c)                                  any furniture,
furnishings, equipment, systems, facilities and machinery, and conduits to
provide life safety, heat, ventilation, air conditioning, electrical power,
lighting, plumbing, security, gas, sewer and water thereto, to the extent owned
by Seller and now located on or within the Land and the Improvements and used
in connection therewith (collectively, the “Personal
Property”);


 


 

















 


(d)                                 all of Seller’s
right, title and interest as landlord in the leases, as amended, described on Exhibit B hereto for space
situated within the Land and Improvements (collectively, the “Leases”), and to the extent paid to Seller, all prepaid
rents under the Lease applicable to the period from and after the Closing (as
defined below), and security and other deposits under the Leases;


(e)                                  all of Seller’s
right, title and interest (but without warranty as to assignability) in all
written contracts (if any) relating solely to the improvement, maintenance or
operation of, or the provision of services or supplies solely to, the Land or
the Improvements (such as trash removal or elevator, HVAC or landscaping
maintenance contracts, and development and common area maintenance agreements)
(collectively, the “Service Contracts”);


(f)                                    all of Seller’s
right, title and interest (but without warranty as to assignability) in any
unexpired warranties, guaranties and bonds (including manufacturers’ warranties
on Personal Property and contractors’ warranties for tenant finish work) (if
any) attributable to the Improvements or Personal Property (the “Warranties”);


(g)                                 all of Seller’s
right, title and interest (but without warranty as to assignability) in all
governmental permits, licenses, certificates and authorizations, including,
without limitation, water, wastewater and other utility rights, allocation,
availability and/or capacity and certificates of occupancy, (if any) attributable
to the Land, Improvements or Personal Property (the “Permits”);


(h)                                 all of Seller’s
right, title and interest (but without warranty as to assignability) in and to
all trade names (excluding, however, the name “NewQuest Properties”), logos and
other intangible rights with respect to the Property (the “Intangibles”); and


(i)                                     all of Seller’s
right, title and interest (but without warranty as to assignability) in and to
all escrow and impound accounts held by the Lender (as hereinafter defined)
with respect to the Property (the “Impounds”).


The matters described in items (a) through (i) above are
hereinafter collectively referred to as the “Property.”  To the extent that any of the personal
property described in clause (c) above is owned by occupants of space at
the Property or owned by any service provider pursuant to any of the Service
Contracts or owned by a utility pursuant to one or more Permitted Encumbrances,
it shall be excluded from the definition of the term Property and from the term
Personal Property as used in this Agreement.


2.                                       Purchase Price.


(a)                                  The total
purchase price (the “Purchase Price”)
to be paid by Purchaser to Seller for the Property is SIXTEEN MILLION NINE
HUNDRED SIXTY-EIGHT THOUSAND FIVE HUNDRED ELEVEN AND 28/100 DOLLARS ($16,968,511.28).  The Purchase Price is to be paid by Purchaser
as follows:


 


2

















 


(i)                                     The assumption by Purchaser and promise
to pay, according to the terms and subject to the limitations on personal
liability thereof, all principal and interest remaining unpaid as of the
Effective Date on the Existing Indebtedness (hereinafter defined); and


(ii)                                  The balance of the Purchase Price (i.e.,
an amount equal to the Purchase Price less the principal balance owing on the
Existing Indebtedness as of the Effective Date) shall be payable in cash or
other immediately available funds at Closing as set forth herein below.


“Existing Indebtedness” means the
indebtedness evidenced by that certain promissory note (as heretofore amended,
extended or modified, the “Existing Note”)
executed by Seller, originally payable to the order of JPMORGAN CHASE BANK,
N.A. (ALender”), dated December 29, 2004, and being in
the original principal amount of $8,200,000, such Existing Note having been
assigned to Wells Fargo Bank, N.A., as Trustee for the Registered Holders of
J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Pass-Through
Certificates, Series 2004-C3, by instrument filed for record under Clerk’s File
No. Y580424 of the Official Public Records of Real Property of Harris County,
Texas.  The Existing Note is secured, in
part, by that certain Deed of Trust from Seller to Kim Sobieski, as Trustee for
Lender, of even date with the Existing Note, filed for record under Clerk’s
File No. Y141028 of the Official Public Records of Real Property of Harris
County, Texas (as heretofore amended, extended or modified the AExisting Mortgage@) and encumbering the Property.  The Existing Note, the Existing Mortgage and
all other documents, instruments and agreements evidencing or securing the Existing
Indebtedness are hereinafter sometimes collectively referred to as the “Existing
Loan Documents.”


(b)                                 The Purchase
Price set forth in Section 2(a) above is based upon (i) the Property being 100%
occupied at the time of Closing (except for vacant tenant space as to which the
following earnout provisions shall apply), with all tenants occupying their
space, open for business, and paying full rent, including common area
maintenance charges, taxes and insurance current, as shown on Exhibit B
attached to the LOI, and (ii) the Existing Indebtedness being presently defeasible,
and assuming Seller has paid all costs and expenses associated with the
defeasance of the Existing Indebtedness.  Since (a) the Property is less than 100%
occupied as of the Effective Date, and (b) the Existing Indebtedness on the Property is not
defeasible as of the Effective Date, only a portion (the “Cash at Closing”) of the balance of the Purchase Price described in Section 2(a)(ii) above (that portion
being $2,400,080.29) is being paid by Purchaser to Seller as of the
Closing.  The difference between the balance of the Purchase
Price described in Section 2(a)(ii) above and the Cash at Closing shall be
referred to herein as the “Earnout”.  The Earnout is comprised of (x) Earnout attributable
to the anticipated leasing of the Property (the “Leasing
Earnout”), which Leasing Earnout amount is $870,780.00, and (y) the
Earnout attributable to the successful defeasance of the Exisitng Indebtredness
(the “Loan Earnout”), which Loan Earnout amount
is $6,068,912.10.  The total Purchase
Price set forth above may be increased up to a maximum of one hundred ten
percent (110%) (utilizing the Purchase 


 


3

















 


Price/Earnout Formula set forth in the LOI,
with the Base Rent Divider modified in accordance with Attachment 2
hereto) if actual rents achieved for vacant space in the Property leased after
the Closing exceed the pro forma rent set forth in Exhibit B attached to the
LOI with respect to such space.  In such
case, the Leasing Earnout resulting from the increased Purchase Price shall be
determined by subtracting from such increased Purchase Price that portion of
the original Purchase Price that was paid by Purchaser to Seller at the Closing
and the amount of the Loan Earnout as set forth below.  The Earnout shall be payable as follows:


(i)                                     Upon the
acceptance by Purchaser of any executed lease covering space in the Property
that was vacant on the Effective Date (as shown and depicted on the site plan
for the Property attached hereto as Attachment 1, herein called an “Accepted Lease”), Seller shall be responsible for the cost
and expense of leasing out and paying all costs related to placing such tenants
in their space.  However, Purchaser shall
pay to Seller (as a portion of the Leasing Earnout and as and when paid, or
required to be paid, by Seller pursuant to the terms of any such Accepted
Lease, even if required to be paid by Seller prior to a Leasing Earnout
Closing) an amount equal to tenant improvements and leasing commissions
actually paid or payable by Seller (not in excess of $15.00 per square foot for
tenant improvements [the “Pro Forma Tenant
Improvement Allowance”] and $3.00 per square foot for leasing
commissions) pursuant to the terms and provisions of any Accepted Lease. In the
event that Seller procures a prospective lease with a tenant improvement
allowance that exceeds the Pro Forma Tenant Improvement Allowance, regardless
of whether such excess tenant improvement allowance causes the rent to exceed
the proforma rent set forth on Exhibit B attached to the LOI, then in such
event, Purchaser, at its sole option, may elect to accept or reject such lease
(and upon acceptance, such lease would become an Accepted Lease), and, if
accepted, Purchaser shall pay such excess tenant improvement costs.  Purchaser agrees not to unreasonably
withhold, condition or delay its acceptance of any lease procured by Seller
provided that such lease is on the lease form previously approved by Purchaser,
the base rental provided for therein equals or exceeds the pro forma rent set
forth on Exhibit B attached to the LOI, and the tenant improvement allowance
does not exceed the Pro Forma Tenant Improvement Allowance.


(ii)                                  From and after
the Effective Date, a Leasing Earnout Closing shall occur, upon ten (10)
business days following written notice (a “Seller’s Notice”)
to Purchaser, which notice may not be given until such time as the tenant under
any Accepted Lease shall have accepted its space in the manner required by such
lease and taken total possession of such space, shall have opened for business,
and shall have commenced full rental payments, including common area
maintenance charges, taxes and insurance on a prorata basis, as shown on
Exhibit B to the LOI.  Within five (5)
days prior to any Leasing Earnout Closing, Seller shall furnish Purchaser a
current date down of the title insurance commitment showing no new 


 


4

















 


                                                exceptions to
title other than current taxes not yet due and payable.  At any such Leasing Earnout Closing,
Purchaser shall pay to Seller the balance the Leasing Earnout applicable to the
tenant space covered by such Accepted Lease, calculated in accordance with paragraph
15 and Exhibit C of the LOI (with the Base Rent Divider modified in accordance
with Attachment 2 hereto), reduced by any amounts previously paid by
Purchaser to Seller for leasing commissions and tenant improvements, as
provided in Section 2(b)(i) above.


(iii)                               Reference is hereby made to the schedule
of rents (the “Schedule of Rents”) attached
hereto as Attachment 2.  Such
Schedule of Rents has been prepared as of the Effective Date, on a space by
space basis, for each of the existing tenant spaces (including the vacant
tenant spaces) in the Property.  For
purposes of this Subsection (iii), the total net rentable area for the Property
(the “Total NRA”) shall be the amount
reflected on Attachment 2, the “Vacant Space”
for the Property shall be the total amount of vacant space in the Property as
reflected on Attachment 2, and the “Existing Leased Space”
for the Property (which shall be a fixed number and shall not be subject to
change based on any tenant move-outs or lease terminations after the Effective
Date) shall be the Total NRA reduced by the amount of the Vacant Space as of
the Effective Date.  In addition to the
foregoing provisions of this Section 2(b), at such time as so much of the
Vacant Space has been leased after the Effective Date pursuant to any Accepted
Lease(s) such that the percentage obtained by dividing (1) the amount of the
Existing Leased Space plus the amount of Vacant Space that is leased after the
Effective Date pursuant to any Accepted Lease(s), by (2) the Total NRA, equals
or exceeds 6.85982%, any remaining portion of the Leasing Earnout shall be paid
to Seller.


(iv)                              The date upon which the Existing
Indebtedness first becomes defeasible shall be referred to herein as the “Initial Defeasance Date.” 
Seller shall have the option to designate an actual defeasance date (the
“Designated Defeasance Date”), which
Designated Defeasance Date must be no later than six (6) months following the
Initial Defeasance Date, by providing Purchaser at least fifteen (15) business
days prior written notice of such Designated Defeasance Date (the “Defeasance Notice”). 
In the event Seller fails to designate a date within such six (6) month
period, the Designated Defeasance Date shall be deemed to be the last day of
such six (6) month period.  At least
three (3) business days prior to the Designated Defeasance Date, Seller and/or Purchaser shall
request and obtain a final defeasance closing statement (the “Defeasance Closing Statement”), assuming a Designated
Defeasance Date settlement date, from Commercial Defeasance LLC (“Commercial Defeasance”), 11121 Carmel Commons Blvd, Suite
250, Charlotte, NC 28226, (704) 248-2608, Attn: Joseph Parry.  Purchaser has previously approved the form of
defeasance documents utilized by Commercial Defeasance and covenants and agrees
to use its best efforts to cause the defeasance of the Existing 


 


5

















 


                                                Indebtedness to be completed on the
Designated Defeasance Date.  Seller shall
be solely responsible for all fees, expenses, penalties and other costs
incurred in connection with such defeasance, including, without limitation, all
legal and accounting fees associated with such defeasance.  Upon successful defeasance of the Existing
Indebtedness, the total amount of Seller’s costs and expenses in connection
with such defeasance, as reflected on the Defeasance Closing Statement, shall
be released from the Loan Earnout Escrow to pay the costs of the defeasance,
and all remaining
Loan Earnout Escrow Funds in the Loan Earnout Escrow shall be released to
Seller.  From and after the successful
defeasance of the Existing Indebtedness and release of the Loan Earnout Escrow Funds, as
provided hereinabove, Seller’s obligations pursuant to this Section 2(b)(iv)
shall be satisfied, and Seller shall be released from any further liability for
such costs and expenses.  Notwithstanding
anything to the contrary contained herein or in the LOI, Purchaser shall be
solely responsible for the payment of all principal and interest on the
Existing Indebtedness after the Effective Date of this Agreement.


(c)                                  Pursuant to the
provisions of the Leasing Earnout Escrow Agreement referred to in Section 5(o)
hereinafter, $870,780.00 (the “Leasing Earnout Escrow
Funds”) has been placed in escrow (the “Leasing
Earnout Escrow”) by Purchaser to secure the payment of the Leasing Earnout.  Notwithstanding anything to the contrary
contained in the LOI, Seller and Purchaser have agreed that Purchaser will
escrow the entire estimated Leasing Earnout into the Leasing Earnout
Escrow.  In the event the actual Purchase
Price and Leasing Earnout is increased pursuant to Section 2(b) of this
Agreement and pursuant to the LOI, and the Leasing Earnout exceeds the amount
in the Leasing Earnout Escrow, Purchaser shall remain liable to Seller for such
increased Leasing Earnout amount.  Funds
in the Leasing Earnout Escrow shall be drawn to satisfy the obligations of
Purchaser under this Section 2 and Paragraph 15 of the LOI.  Any funds remaining in the Leasing Earnout
Escrow after satisfaction by Purchaser of all of the obligations under this
Section 2 and Paragraph 15 of the LOI shall be disbursed to Purchaser.


(d)                                 Seller shall be
responsible on a monthly basis for all real property taxes for the space that
is vacant as of the Effective Date (and, thus, part of the Leasing Earnout formula)
until such time as the Seller procures an Accepted Lease for that space, but in
no event, for more than thirty-six (36) months after the Effective Date.  Purchaser shall be responsible for all common
area maintenance costs and insurance costs on space in the Property that is
vacant as of the Effective Date.


(e)                                  It is expressly
understood and agreed that Seller shall be deemed to have waived its right to
any unpaid Leasing Earnout with respect to any Seller’s Notice which has not
been sent to Purchaser within thirty-six (36) months after the Effective Date.  Notwithstanding the foregoing, if at the end
of the thirty-six (36) month Leasing Earnout period, twenty percent (20%) or
less of the vacant space in the Property in existence as of the Effective Date
remains unleased, such initial Leasing Earnout period shall be extended another
thirty-six (36) months provided that Seller 


 


6

















 


“master leases” such vacant
space by depositing in escrow with the Escrow Agent (hereinafter defined)
(pursuant to an escrow agreement reasonably acceptable to Purchaser, Seller and
the title company) an amount equal to pro forma rent (as set forth on Exhibit B
attached to the LOI) and current common area maintenance costs, taxes and
insurance (as reasonably estimated by Purchaser and Seller) (the “Master Lease Escrow”) for such vacant space for such
additional thirty-six (36) month period. 
Thereafter, Purchaser shall be entitled to withdraw 1/36th of such
escrowed amount with respect to each vacant space on the first day of each
calendar month until such vacant space is leased, and upon payment of the Leasing
Earnout with respect to any Accepted Lease with respect to such vacant space,
the portion of the funds in the Master Lease Escrow which relate to such leased
space, from and after the date of such Accepted Lease, shall be released to
Seller.


(f)                                    Alternatively,
if at the end of the thirty-six (36) month Leasing Earnout period, fifteen
percent (15%) or less of the vacant space in the Property in existence as of
the Effective Date remains unleased, Purchaser shall, at Seller’s option and
within fifteen (15) days after the end of such 36-month Leasing Earnout period,
pay to Seller fifty percent (50%) of the remaining unpaid Leasing Earnout
allocable to the Property as of such date computed based upon the Purchase
Price/Leasing Earnout Formula for the Property utilizing the pro forma rents
pertaining to such vacant space as set forth on Exhibit B attached to the LOI.


(g)                                 Pursuant to the
provisions of the Loan Earnout Escrow Agreement referred to in Section 5(n)
hereinafter, $6,068,912.10 (the “Loan Earnout Escrow Funds”)
has been placed in escrow (the “Loan Earnout Escrow”)
by Purchaser to secure the payment of the Loan Earnout.  The Loan Earnout Escrow Funds shall be placed
in an interest bearing account, and all interest thereon shall be paid to Seler
upon receipt thereof by the escrow holder. 
Funds in the Loan Earnout Escrow shall be distributed as set forth
hereinabove to satisfy the obligations of Seller under this Section 2 and
Paragraph 1 of the LOI.


3.                                       Seller’s
Deliveries.


Prior
to the Effective Date, Seller has delivered to or made available to Purchaser,
originals or true, correct, complete copies of the following:


(a)                                  a current title
insurance commitment issued by American Title Company of Houston as agent on
behalf of Chicago Title Insurance Company (“Title
Company”), including copies of all recorded exceptions to title
referred to therein (collectively, the “Title Commitment”),
showing the status of title to the Land and Improvements according to the Title
Company.  Purchaser and Seller agree that
those exceptions shown on Exhibit F attached hereto shall be “Permitted Exceptions” hereunder;


(b)                                 Seller’s
existing surveys of the Land and
Improvements, together with updates of the same prepared in accordance with
Purchaser’s instructions (collectively, the “Survey”);


 


7

















 


(c)                                  a rent roll of
the Property, together with copies of the Leases;


(d)                                 copies of all
written Services Contracts, Warranties and Permits;


(e)                                  copies of any
and all third-party inspection reports, including without limitation, soil
tests, environmental studies, and engineering reports in Seller’s possession;
but with no warranty as to the accuracy or completeness thereof; and,


(f)                                    copies of the
Existing Loan Documents and any documents necessary to consummate the
assignment by Seller, and assumption by Purchaser, of the Existing Indebtedness
(collectively, the “Assumption Documents”).


4.                                       Investigation.  Prior to the Effective Date, Purchaser has
had the opportunity to investigate the Property and all matters relevant to its
acquisition, ownership and operation.


5.                                       The Closing.


The
consummation of the transaction contemplated by this Agreement (the “Closing”) shall take place through an escrow with Chicago
Title & Trust Company (the “Escrow Agent”) contemporaneously
herewith.  Unless waived by the party
entitled to the benefit thereof, the obligations of either party to close under
this Agreement shall be subject to the performance by the other party of all of
the material covenants, agreements and obligations required to be performed by
such party under this Agreement on or before the Closing.  At the Closing, the following shall occur:


(a)                                  Seller shall
deliver to Purchaser a duly executed and acknowledged Special Warranty Deed (collectively,
the “Deed”) in substantially the form
attached hereto as Exhibit C.


(b)                                 Seller and
Purchaser shall execute and deliver a Bill of Sale, Assignment and Assumption
of Contracts (“Bill of Sale”) in the form of Exhibit E hereto, conveying to Purchaser
the Personal Property, Service Contracts, Warranties and Intangibles.


(c)                                  Purchaser shall
pay the balance of the Purchase Price as provided in Section 2(b) hereof,
and the parties shall execute settlement statements reflecting the Purchase
Price and the prorations, adjustments and closing costs described in Section 6
hereof.


(d)                                 Seller and
Purchaser shall enter into an Assignment and Assumption of Leases in
substantially the form attached hereto as Exhibit D, whereby
Seller shall deliver as provided in this Agreement and assign to Purchaser the
landlord’s interest in the (i) Leases and (ii) any and all deposits
under the Leases and not previously applied and whereby Purchaser shall assume
all of the obligations of the landlord under the Leases arising from and after
the Closing, including any obligation to account for the security deposits
assigned to Purchaser.


 


8

















 


(e)                                  Seller shall
deliver to Purchaser originals (or to the extent originals are not in Seller’s
possession, copies) of the Leases, Service Contracts, Warranties, Permits,
plans and specifications of the Improvements, tenant files and certificates of
occupancy (if applicable) relating to the Property within Seller’s possession.


(f)                                    The parties
shall execute a blank form written notice addressed to tenants under the Leases
notifying such tenants of the acquisition of the Property by Purchaser, which
shall be delivered to Purchaser at Closing.


(g)                                 Pursuant to the
terms and conditions of this Agreement, possession of the Property shall be
delivered to Purchaser at Closing.


(h)                                 Seller shall
deliver to Purchaser all keys to all locks on the Property within Seller’s
possession (or the possession of its agents).


(i)                                     Seller shall
deliver to Purchaser a “non-foreign affidavit”
acknowledging that Seller is not a nonresident alien within the meaning of
Section 1445 of the Internal Revenue Code of 1986, as amended.


(j)                                     Seller and
Purchaser shall each execute and deliver to the other party such disclosures as
may be required by applicable law.


(k)                                  Seller shall
deliver, or cause to be delivered, to Purchaser (or shall provide evidence that
the Title Company is unconditionally prepared to issue to Purchaser) a TLTA
Form B Owner’s Policy of Title Insurance (the “Title Policy”) with respect to the Property, together with
those endorsements set forth in Section 6(l) of this Agreement, and insuring
any appurtenant easements in the amount of the Purchase Price, insuring
Purchaser’s fee simple title to the Property to be good and indefeasible
subject to the terms of such Title Policy and the exceptions specified therein.


(l)                                     Each party
shall deliver to the other party such documentary and other evidence as may be
reasonably required by the Title Company including, without limitation, such
documents evidencing its existence and/or good standing and the authority of
the person or persons who are executing the various documents on its behalf in
connection with this Agreement, and a certificate confirming such party’s
representations and warranties and, in the case of Seller, Seller will execute
customary affidavits of debts, liens, and possession required by the Title
Company, including, including, without limitation, those required to limit any
exception for “parties in possession” to the rights of tenants, as tenants
only, under the Leases delivered to Purchaser in accordance with Section 3.


(m)                               The Purchaser
and NewQuest Properties shall execute and deliver to the other party a Leasing
Agreement in form and substance reasonably acceptable to Purchaser and NewQuest
Properties.


(n)                                 Each party
shall execute and deliver to the other party the escrow agreement (the “Loan Earnout Escrow Agreement”) relating to the escrow of
certain 


 


9

















 


funds contemplated to be used to pay all
costs, premiums and penalties to defease the Existing Indebtedness, as contemplated
by Paragraph 1 of the LOI.


(o)                                 Each party
shall execute and deliver to the other party the escrow agreement (the “Leasing Earnout Escrow Agreement”) relating to the Leasing Earnout
Escrow (to which shall be attached the approved form of master lease
contemplated by Paragraph 15 of the LOI), as contemplated by Section 2 of this
Agreement and Paragraph 15 of the LOI.


(p)                                 Each party
shall execute and deliver to the other party such agreements as may be
reasonably required as contemplated by Paragraph 17 of the LOI, including, to
the extent applicable, any required REA or Sign Agreement contemplated therein.


(q)                                 Purchaser shall
execute and deliver the Assumption Documents.


6.                                       Prorations.


(a)                                  Taxes.  General real estate and personal property
taxes and assessments relating to the Property shall be prorated and shall be
assumed at Closing by Purchaser.  The
proration for such taxes and assessments shall be based upon, at Purchaser’s
option, the greater of (i) one hundred ten percent (110%) of the most recently
issued tax bill for the Property, or (ii) the estimated assessment for calendar
year 2006 utilizing the local tax assessor’s method of assessment.  If the most recent tax bill is not for the
current tax year, then the parties shall reprorate within thirty (30) days of
the receipt of the tax bill for the current tax year.  Purchaser shall receive a credit at Closing
equal to the prorated amount of such taxes through Closing.  Seller shall be responsible for all “roll-back”
taxes assessed against the Property for any period before or after the Closing.  After Closing, Purchaser shall have sole
authority to control the progress of, and to make all decisions with respect
to, any proceedings for the reduction of the assessed valuation of the
Property.  All net tax refunds and credits
attributable to any period prior to the Closing Date which Seller has paid or
for which Seller has given a credit to Purchaser shall belong to and be the
property of Seller, provided, however, that any such refunds and credits that
are the property of tenants under Leases shall be promptly remitted directly to
such tenants.  All net tax refunds and
credits attributable to any period subsequent to the Closing Date shall belong
to and be the property of Purchaser.


(b)                                 Fixed, Minimum
and Base Rents.  Subject to
Section 6(g) below, Seller shall be entitled to fixed, minimum and base
rents which are due or past due or not yet due but accrued under the terms of
the Leases, prorated to 11:59 p.m. of the day prior to the Closing, regardless
of when such payments are actually made. 
At Closing, rents for the month of Closing will be prorated as provided
below.  “Delinquent Amounts”, as defined
in Section 6(j) below, shall be handled in the manner provided in Section 6(j)
below).  All scheduled payments of fixed,
minimum or base rents received by Seller or Purchaser for the month of Closing
shall be prorated based upon the number of days in that month occurring before
the Closing.  If, as of the Closing, any 


 


10

















 


scheduled payment of fixed, minimum or base
rents has not been paid by a tenant for the month of Closing (such amount being
referred to as the “Current Unpaid Rent”
for such tenant), than any subsequent payments made by such tenant after
Closing shall first be applied to (but only to the extent of) the Current
Unpaid Rent for such tenant.  If after
the Closing, Seller receives any payment from a tenant with Current Unpaid
Rent, Seller shall be entitled to retain from any such payment the amount of
the Current Unpaid Rent for such tenant (with the balance of any such payment
being treated as a “Delinquent Amount” and disposed of pursuant to the
provisions of Section 6(j) below, or if Purchaser receives any such payment
from a tenant with Current Unpaid Rent, Purchaser shall promptly remit to Seller
from any such payment the amount of the Current Unpaid Rent for such tenant
(with the balance of any such payment being treated as a “Delinquent Amount”
and disposed of pursuant to the provisions of Section 6(j) below.


(c)                                  Percentage
Rents.  Any percentage rents due or
paid under any of the Leases (“Percentage
Rent”) shall be prorated between Purchaser and Seller outside of
escrow as of the Closing Date on a LeaseBbyBLease basis, as
follows;  (a) Seller shall be
entitled to receive the portion of the Percentage Rent under each Lease for the
Lease Year in which Closing occurs, which portion shall be the ratio of the
number of days of said Lease Year in which Seller was Landlord under the Lease
to the total number of days in the Lease Year, and (b) Purchaser shall
receive the balance of Percentage Rent paid under each Lease for the Lease
Year.  As used herein, the term “Lease Year” means the twelve (12) month
period as to which annual Percentage Rent is owed under each Lease.  Upon receipt by either Seller or Purchaser of
any gross sales reports (“Gross Sales Reports”)
and any full or partial payment of Percentage Rent from any tenant of the
Property, the party receiving the same shall provide to the other party a copy
of the Gross Sales Report and a check for the other party’s proBrata share of the Percentage
Rent within five (5) days of the receipt thereof.  In the event that the tenant only remits a
partial payment, then the amount to be remitted to the other party shall be its
proBrata share of
the partial payment.  Nothing contained
herein shall be deemed or construed to require either Purchaser or Seller to
pay to the other party its proBrata share of the Percentage
Rent prior to receiving the Percentage Rent from the tenant, and the acceptance
or negotiation of any check for Percentage Rent by either party shall not be
deemed a waiver of that party’s right to contest the accuracy or amount of the
Percentage Rent paid by the tenant.


(d)                                 Utilities
Charges and Deposits.  Water and
sewer service charges, telephone, cable television and charges for all other
utilities, including, without limitation, steam, electricity and gas shall be
prorated to the date of Closing.  Seller
shall cause all utility meters to be read on the Closing Date and Seller shall
pay to Purchaser (or furnish evidence of prior payment) an amount equal to
utility charges incurred or accrued up to the reading of such utility
meters.  Seller shall retain the right to
any security deposits on deposit with any utility companies, and Purchaser
shall be required to deposit with any such utility companies security deposits
for its own account.  If final readings
and billings cannot be obtained as of the Closing Date, the 


 


11

















 


final bills when received shall be prorated
based upon the number of days Seller owned the Subject Properties in such final
billing period.


(e)                                  Rent
Concessions, Tenant Improvements and Commissions.  Purchaser shall be credited at Closing with
the amount of any and all rent concessions (except for those, if any, that are
reflected in Paragraph 18 and Paragraph 19 of the LOI, as to which no credit
shall be given to Purchaser) given by Seller to any tenant of the Property for
any period beyond the Closing Date.  Seller
shall be responsible for all leasing commissions and all tenant improvement
costs, refurbishment allowances and other tenant inducements, which relate to
the Leases which were entered into by or on behalf of Seller or any prior owner
of the Property prior to the Effective Date hereof, whether or not payment for
such item is due before or after the Closing. 
With respect to any Leases entered into after the Effective Date of this
Agreement, Purchaser shall be responsible for any such expenses; provided,
however, with respect to any Lease entered into after the Effective Date
covering tenant space that is the subject matter of the Leasing Earnout Escrow
Agreement, the terms and provisions of Section 2 of this Agreement and the Leasing
Earnout Escrow Agreement shall govern and control with respect to the
allocation of responsibility between Seller and Purchaser for the payment of
leasing commissions and tenant improvements. 
At Closing, Purchaser shall be entitled to a credit against the Purchase
Price in the total amount of such items for which Seller is responsible.


(f)                                    Lender Escrow
Accounts and Impounds.  At
Closing, Seller shall be credited for the full amount of any escrow accounts
and impounds maintained by the Lender with respect to the Property, Seller’s
interest in such escrow accounts and impounds having been assigned by Seller to
Purchaser contemporaneously with the Closing.


(g)                                 Other Items of
Expense or Receipt.  All other
customarily prorated items of expense or receipt (excluding those items
previously addressed in this Section 6 above) shall be prorated between the Seller
and Purchaser as of the Closing, except to the extent certain expenses are
payable by tenants under the Leases on a annual basis after Closing, in which
event such expenses shall be not be prorated and shall be assumed in their
entirety by Purchaser.  To the extent Purchaser
will assume any obligations which are attributable to periods of time prior to
the Closing Date, Purchaser shall receive a credit for such amount at
Closing.  The Seller shall retain (and
the Assignment of Leases shall reserve to Seller) all receivables from tenants
for common area maintenance, taxes and insurance for 2006 and previous years
and Seller shall have the right to pursue and collect such receivables from all
tenants after the Closing; provided, Seller shall have no right to sue any
current tenant under the Leases. 
Purchaser shall cooperate with Seller in the collection of such
receivables.  Purchaser shall have no
obligation to take any enforcement action, but if any such amounts are paid to Purchaser,
they shall be paid immediately to Seller by Purchaser.  If the apportionment of any payments relating
to common area maintenance charges for calendar year 2006 (which have, as of
the Closing, been billed, but not collected, by Seller) received by Purchaser
after the date of Closing from a tenant under any of the Leases on account of
periods prior to Closing and on account of sums which are 


 


12

















 


attributable to expenses incurred by the
lessor/landlord for periods of time prior to Closing (and which are not
reimbursed or credited by Purchaser to Seller pursuant to any other provision
of this Agreement), cannot be precisely determined at the time of Closing, such
sums shall be apportioned on a cash basis at closing pro-rata between Purchaser
and Seller on a per diem basis as of the date of Closing.  A post closing adjustment shall be made, if
necessary, between Purchaser and Seller for such apportioned items (including
specifically, without limitation, the payment by Purchaser to Seller of common
area maintenance charges for calendar year 2006 to the extent collected by
Purchaser from and after the Closing Date) within thirty (30) days after the
sums can be precisely determined. The provisions hereof shall expressly survive
the Closing.  Except with respect to
items prorated at the Closing and the items referred to in Section 2 of this
Agreement and the Leasing Earnout Escrow Agreement, Seller shall be responsible
for payment of any and all bills or charges incurred on or prior to the Closing
for work, services, supplies or materials relating to the Property, and Purchaser
shall be responsible for payment of any and all bills or charges incurred after
the Closing for work, services, supplies or materials relating to the Property
for which Purchaser has engaged the party performing or delivering such items
or has expressly assumed such obligations pursuant to an express provision
herein or in a separate document executed at Closing.


(h)                                 Adjustments.  Prorations shall be accomplished by an
adjustment in the Purchase Price due Seller on the Closing, except as otherwise
expressly provided in this Agreement.


(i)                                     Post-Closing
Adjustments.  Seller and
Purchaser shall, on or before the Closing, agree upon and furnish to the Escrow
Agent an agreed schedule of the foregoing prorations. To the extent possible,
the amount of any adjustment described in this section shall be estimated and
paid at the Closing based upon the best information available to Purchaser and
Seller at the time, and shall be adjusted as soon thereafter as may be
reasonably practicable when final billings are available or when such amounts
may be determined with reasonable certainty.  In the event any adjustments
pursuant to this Section 6 are, subsequent to Closing, found to be erroneous,
then either party hereto who is entitled to additional monies shall invoice the
other party for such additional amounts as may be owing, and such amount shall
be paid within ten (10) days from receipt of the invoice.  This covenant shall expressly survive
Closing.


(j)                                     Collections and
Application of Payments after the Closing.  After the Closing, Purchaser shall bill the
tenants for all amounts due under Leases, including amounts accruing prior to
the Closing but only with respect to the calendar year of Closing.  Any amounts or charges payable by the tenants
on or after the Closing with respect to which Seller is entitled to receive a
share under this Agreement, which are not paid within thirty (30) days after
the due date, and any amount due and owing Seller before the Closing by tenants
under the Leases which are unpaid as of the Closing, are collectively herein
called “Delinquent Amounts”.  Notwithstanding the foregoing or any
direction from tenants to the contrary, (i) Current Unpaid Rent shall not be
considered to be a Delinquent Amount for purposes of this Section 6(j), and (ii)
rental 


 


13

















 


and other payments received by Purchaser or
Seller from the tenants (other than Current Unpaid Rent, which shall be handled
in the manner provided in Section 6(b) above) shall be first applied toward
rent and other charges (including, without limitation, costs of collection) due
for any period after Closing, then toward Delinquent Amounts for periods prior
to the calendar month of Closing, and any excess monies received shall be
applied toward any other amounts due to Purchaser.


(k)                                  Service
Contract Charges.  Amounts due
and payable under any Service Contract assigned to Purchaser at Closing shall
be prorated as of the Closing, and, at the Closing, Seller or Purchaser, as the
case may be, shall pay to the other any amount required as a result of such
adjustment, and this covenant shall not merge with the deed delivered hereunder
but shall survive the Closing.


(l)                                     Closing Costs.  Any escrow fee and expenses charged by the
Title Company shall be paid equally by Seller and Purchaser.  Seller shall pay (i) all costs for the
Title Commitment and the basic premium for the Title Policy; (ii) all
costs for title curative matters to the extent required by this Agreement or
the LOI; (iii) its share of the prorations described above, (iv) one-half (1/2)
of the costs of the updated Survey, and (v) all fees and expenses incurred in
connection with the assumption by Purchaser of the Existing Indebtedness, including, without limitation, all
legal and accounting fees associated with such assumption.  Purchaser shall pay (i) the cost of
recording the Deed for the Real Property; (ii) one-half (1/2) of the costs
of the updated Survey; (iii) all premiums for any modifications or endorsements
to the Title Policy, including any premium charged to obtain the T-19.1, T-23
and T-25 Endorsements and the “shortages in area” deletion and any inspection
fee imposed by the Title Company in order to issue the Title Policy without any
exception for rights of parties in possession (except for rights of tenants
under written leases described in the certified rent roll to be delivered by
Seller to Purchaser at Closing); and (iv) its proportionate share of the
prorations described above.  Each party
shall be responsible for the payment of its own attorneys’ fees incurred in
connection with this Agreement and all other expenses which such party
incurs.  Additionally, any expenses,
charges and fees of closing, not specifically allocated herein or incurred by a
specific party, shall be borne by the parties in accordance with general custom
in the county where the Property is located, or, if no such custom exists,
shall be borne equally between the parties.


(m)                               Survival.  Unless otherwise expressly provided herein,
this Section 6 shall survive until the first anniversary of the Closing.


7.                                       Remedies; Post-Closing
Defaults. 
Notwithstanding anything to the contrary contained herein, if after the
Closing a party (the “Defaulting Party”)
breaches an obligation under this Agreement which is expressly stated to
survive the termination of this Agreement or the Closing, as the case may be,
the Defaulting Party shall be liable to the other party (the “Non-Defaulting Party”) for the actual damages incurred by
the Non-Defaulting Party as a direct result of such breach, subject to the
terms and provisions contained herein.  The
Non-Defaulting Party shall also have the right to pursue any remedy available
to it in law or in equity in the event of a breach by the Defaulting Party of
any covenant or agreement contained 


 


14

















 


herein.  However, in no event
shall the Non-Defaulting Party be entitled to recover from the Defaulting Party
any punitive, consequential or speculative damages.


8.                                       Real Estate
Commissions.


Each
party hereto represents to the other that it has not authorized any broker or
finder to act on its behalf in connection with the sale and purchase of the
Property and that such party has not dealt with any broker or finder purporting
to act on behalf of any other party. 
Each party hereto agrees to indemnify and hold harmless the other party
from and against any and all losses, liens, claims, judgments, liabilities,
costs, expenses or damages (including reasonable attorneys’ fees and
disbursements and court costs) of any kind or character arising out of or
resulting from any agreement, arrangement or understanding alleged to have been
made or dealing by such party or on its behalf with any broker or finder in
connection with this Agreement or the transaction contemplated hereby.


9.                                       Notice.


Any
notice required hereunder must be given in writing (by a party or by such party’s
attorney), sent by (a) personal delivery, (b) overnight delivery
service with proof of delivery, (c) United States Postal Service, postage
prepaid, registered or certified mail, return receipt requested, or
(d) telecopy, except as otherwise expressly provided in this Agreement,
addressed as follows:


If to Purchaser:


 


MB SPRING TOWN CENTER
LIMITED PARTNERSHIP


2901 Butterfield Road


Oak Brook, Illinois 
60523


Attn: Lori Faust


Telephone: (630) 218-8000


Telecopy: (630) 645-7242


 


With a copy to:


 


The Inland Real Estate Group, Inc.


2901 Butterfield Road


Oak Brook, Illinois 60523


Attn: Dennis K. Holland, Associate Counsel


Telephone: (630) 218-8000


Telecopy: (630) 218-4900


 


 


15

















 


If to Seller:


 


8807 W. Sam Houston Pkwy. North


Suite 200


Houston, Texas 
77040


Attn:  Steven D.
Alvis


Telephone:  (281)
477-4310


Telecopy:  (281)
477-4311


 


with a copy to:


 


Nathan Sommers + Jacobs


A Professional Corporation


2800 Post Oak Boulevard, 61st Floor


Houston, Texas 77056


Attention: Louis B. Sullivan III, Esq.


Telephone: (713) 892-4830


Telecopy: (713) 892-4840


 


Any
such notice shall be deemed to have been given and received either, in the case
of personal delivery, at the time of personal delivery; in the case of delivery
service, as of the date of the first attempted delivery at the address and in
the manner provided herein; in the case of mailing, the earlier of actual
receipt or three (3) business days after depositing with the U.S. Postal Service;
or in the case of telecopy, upon transmission; provided, however, that if the
last date permitted for notice shall be the business day before the Closing or
the Closing, then such notice must be given so that it is actually received on
such day.  E-mail or electronic mail is
not sufficient notice.


10.                                 Post Closing Obligations.


(a)                                  Development of Adjacent Tract. 
It is understood and agreed by Purchaser and Seller that Seller (or an
affiliate of Seller) owns an additional parcel of land (the “Adjacent Tract”) comprised of approximately 14.02 acres
located adjacent to the Property.  At the
request of Seller, Purchaser agrees to consent to the addition of the Adjacent
Tract into the property covered by that certain Easements with Covenants and
Restrictions Affecting Land (the “ECR”), dated
January 31, 2003, and recorded under Clerk’s File No. W397224 of the Official
Records of Real Property of Harris County, Texas (and at Seller’s request any
other restrictive covenants or reciprocal easement agreements affecting the
Property), and to cooperate in good faith with Seller (including executing,
delivering or recording any documents so required) to cause such Adjacent Tract
to be added to the property covered by the ECR (or other such agreements).  In connection with such addition or grant of
easements, and thereafter, with respect to any consent required by Purchaser as
owner under the ECR, no consent or joinder by Purchaser’s lender(s), if any,
shall be required with respect to such addition, grant or consent.  Seller may file a memorandum in the Real
Property Records of Harris County, Texas, setting forth the agreement contained
herein. The provisions of this Section 10(a) shall automatically expire, and be
of no further force and effect, 


 


16

















 


upon the earlier to occur of (i) five years from the Effective Date of
this Agreement, and (ii) the date that the addition of the Adjacent Tract has
been completed.


(b)                                 Pylon Signs.  Purchaser
agrees to cooperate in good faith with Seller (or any partnership which Seller
or its affiliates control) to allow Seller (or such controlled partnership) to
utilize any available (meaning that Purchaser (or the Partnership) does not
need any such unused sign panel(s) for vacant space(s) in the Property)
space(s) on pylon or monument signs within the Property for use in connection
with the Adjacent Tract.


 


11.                                 Attorney’s Fees
and Legal Expenses.


In
the event that either party hereto institutes any action or proceeding in court
to enforce or interpret any provision hereof or for damages by reason of any
alleged breach of any provision of this Agreement or for any other judicial
remedy, the prevailing party shall be entitled to receive from the losing party
all reasonable attorneys’ fees and disbursements and all court costs in
connection with said proceedings.


12.                                 Section
Headings; Other Terms.


The
section headings contained in this Agreement are for convenience only and shall
in no way enlarge or limit the scope or meaning of the various and several
paragraphs hereof.  The words “herein,” “hereof,”
“hereto,” “hereunder,” and others of similar import refer to the Agreement as a
whole and not to any particular section, subsection or clause contained in this
Agreement.  The singular of a term shall
include the plural and the plural shall include the singular.  The terms “includes” and “including” are not
limiting.


13.                                 Entire
Agreement.


The
LOI and this Agreement embodies the entire agreement between the parties hereto
relating to the subject matter hereof and supersedes any prior understandings
or written or oral agreements between the parties concerning the Property.  Further, this Agreement cannot be varied,
modified, amended, altered or terminated except by the written agreement of the
parties.


14.                                 Applicability.


The
terms and provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective permitted successors and
assigns, except as expressly set forth herein.


15.                                 Exhibits.


All
exhibits and schedules described herein and attached hereto are fully
incorporated into this Agreement by this reference for all purposes.


 


17

















 


16.                                 Applicable Law.


THIS
AGREEMENT SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAW.


17.                                 Counterparts.


This
Agreement may be executed in counterparts, all such executed counterparts shall
constitute the same agreement, and the signature of any party to any
counterpart shall be deemed a signature to, and may be appended to, any other
counterpart.


18.                                 Facsimile
Signatures.


In
order to expedite the transaction contemplated herein, telecopied signatures
may be used in place of original signatures on this Agreement.  Seller and Purchaser intend to be bound by
the signatures on the telecopied document, and are aware that the other party
will rely on the telecopied signatures, and hereby waive any defenses to the
enforcement of the terms of this Agreement based upon the form of
signature.  If telecopied signatures are
delivered, Seller and Purchaser will each forward original counterpart
signatures to the other promptly after delivery of the telecopied signatures as
set forth herein.


19.                                 Business Day.


As
used herein, the term “business day”
shall mean all days, excluding Saturdays, Sundays and all days observed by
either the State of Texas or the Federal Government as legal holidays.  In the event that any date for performance
falls on a day other than a business day, then performance shall be postponed
until the next business day.


20.                                 Strict
Performance.


It
is specifically agreed that “time is of the essence” as to all matters provided
for in this Agreement.


21.                                 Additional
Notices.


(a)                                  If the Property
is situated in a utility or other statutorily created district providing water,
sewer, drainage, or flood control facilities and services, Chapter 49 of the
Texas Water Code requires Seller to deliver and Purchaser to sign the statutory
notice relating to the tax rate, bonded indebtedness, or standby fee of the
district prior to final execution of this Agreement.


(b)                                 If the Property is located outside the
limits of a municipality, Seller notifies Purchaser under Section 5.011, Texas
Property Code, that the Property may now or later be included in the
extraterritorial jurisdiction of a municipality and may now or later be subject
to annexation by the municipality.  Each
municipality maintains a map that depicts its boundaries and extraterritorial
jurisdiction. To determine if the Property is located within a municipality’s
extraterritorial jurisdiction 


 


18

















 


or is likely to be located within a municipality’s
extraterritorial jurisdiction, contact all municipalities located in the
general proximity of the Property for further information.


 


22.                                 Conflict with
LOI.


This
Agreement is being entered into pursuant to and in accordance with the terms
and provisions of the LOI.  The LOI shall
survive the execution of this Agreement. 
In the event of a direct conflict between the terms of this Agreement
and the terms of the LOI, the LOI shall control.  Notwithstanding the forgoing, the matters set
forth in Section 2 of this Agreement are meant to be construed in conjunction with
the LOI and neither document shall control over the other with respect to such
Section 2.


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 


19

















 


IN WITNESS WHEREOF, this Agreement is executed in multiple originals by
Seller and Purchaser.


	
   

  	
  SELLER:

  
	
   

  	
   

  
	
   

  	
  A-K-S 75 NEC SPRING TOWN CENTER, L.P., a Texas limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  A-K-S 75, L.C., a Texas limited liability company,
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/
  Steven D. Alvis

  	
   

  
	
   

  	
   

  	
   

  	
  Steven
  D. Alvis

  
	
   

  	
   

  	
   

  	
  Member-Manager

  
	
   

  	
   

  	
   

  	
   

  



 


 


20

















 


IN WITNESS WHEREOF, this Agreement is executed as of the Effective Date
by Purchaser.


	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
  MB SPRING TOWN CENTER LIMITED
  PARTNERSHIP, an
  Illinois limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  MB Spring Town Center GP, L.L.C., a Delaware limited
  liability company, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Minto Builders
  (Florida), Inc., a Florida corporation, its sole member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/

  	
  Debra A. Palmer

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 

  	
   

  	
  Debra A. Palmer

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
     

  	
  Assistant Secretary

  	
   

  
									



 


 


21