How Does the Contract and Closing Work?

Welcome to SellHigh, the ultimate podcast series for landlords looking to maximize their property's potential and achieve top dollar sales.

Hi, I'm James Nelson, your host, and I'm here to help you unlock your property's full potential.

And I'm an Liz Callez, your moderator, guiding you through each insightful episode. Get expert insights on market timing, broker selection, property valuation, marketing, negotiation and closing all in one podc. Tune in to the Sell High series and unlock the secrets to top dollar sales.

Welcome everyone to the last installment of the Sell High series. This is your host, James Nelson. I'm principal and head of Tri State Investment Sales here with Avison Young. I'm here with Analise Callez, who is founder of Brandora, who we've been working with closely. And today we are talking about how does the contract and closing work? Annelise, welcome back. Really excited to have this last and most important conversation.

Hi, James. It's great to be here for the last episode of the sellhigh series. And last week we discussed how to negotiate the best deal and what the bidding process is like and how to qualify offers. Today we're here to talk in more details about how the contract and closing process work. Can you share a story with our audience about a recent closing that was a success?

Sure. So I know we talked in a previous episode about this very complicated transaction that we handled on the Upper east side with a dozen buildings, warring family members, they had been litigating for this estate for years and they couldn't even get in the same room together. And there was literally six attorneys on this, on every single call, every negotiation. And it was a year or two to actually bring them to the point where we finally said, look, this traditional process is not working. We've sent out five, six contracts to different buyers. Every single time that we issue a contract, the attorneys start ripping it up and by the time they drag out negotiations for months, we scare away any buyer. And we said, look, we have no credibility left in the market that we can actually transact. So I said, look, we need to streamline this. We called our friends at 10X to partner with them. We put it out there. And as I said last time, we did put this up for the the revenue deal of the the year award for the ingenuity involved was that we called for an initial round of offers and then once we selected our finalists, we said, here's the draft contract. You have two weeks to make your comments to the contract. So we crowdsourced the comments to the contract and then we accepted the changes that we could from all the different attorneys from the buyer side. And then we presented the final contract and said, there's going to be a final bid based on this contract. And it worked and we brought it to a head. Now, the thing is, you said, james, tell me a story about the closing. The closing was seamless, right. So you said, that's not exciting. I want to hear about people screaming in a boardroom and a deal that we couldn't get done. But the point of the story is that in my 25 years of doing this, the challenge, if you do your job right as the broker, to sell high, not just sell high, but sell on the best terms, what you've done is you've flushed out all the issues up front, all the problems you've negotiated, thought of everything that could come up. So there is no way that can disrupt or stop a closing. Okay. And I will say that. Sure. Over well over 500 transactions have we had deals that haven't closed. Yes, yes. But we are talking about catastrophic events. We're talking about, like, deals that were in contract before COVID trying to close after Covid. We're talking in the midst of the financial crisis where buyers basically made the decision that the property was worth less than the 10% deposit that they had down, and it was cheaper for them to walk away from a deposit than actually close on the deal. But the contract itself and the closing, everything was streamlined and ready to go. So it wasn't the fault of the document and the way that we negotiated the deal, but it was more of an economic decision on why those deals didn't happen.

Wow, this is a crazy story. Thank you for sharing. And that really reminds our listeners about the importance of hiring the right attorneys, which is going to be the first topic we're going to speak about today. So let's talk about how to select an attorney to work with and about the importance of legal expertise. James, why do you think it's crucial for landlords to hire a specialized real real estate attorney for the contract and the closing process?

It's a great question and it's one of the first. Now, I have to remember if it was the first chapter in the book. Yes. That. No, it would be, number two, know the players. I'm cheating. I have my book here with the. The insert. But, yes, this is a business about specialization. And if you want to be successful, you have to have the right team. So as an investor. Yes. You have to have the ability to find opportunities, have creativity, have the ability to Raise capital to execute. But the way you do this is really a business about the people. When I the first podcast interview that we ever did, and I urge you all, go back and listen to it. We're coming up on 200 episodes. First episode ever was with Bruce Ratner. And here's someone who literally started his first deal involved raising $25,000 from friends. Fast forward decades later has developed some of the most iconic buildings here in New York. And I kept asking him, Bruce, how did you do it? How did you build this empire? And it was always about the people and the right people and the specialists. Right. And for Bruce, a lot of the business he did were public private partnerships. So this is really smart. He would actually go to the public side of the equation and he bring the best people from the public sector and bring them over to the private side. So you're saying, James, you're not answering my question about how to choose an attorney. But the point is that what made Bruce so successful is finding the right specialist. So think about when you're choosing an attorney, don't go to your family's trust in the state attorney generalist. I mean attorneys, especially in big cities like New York, become really specialized. So you could have a transactional real estate attorney who handles a purchase and sale. You could have an attorney who really structures specializes in structuring joint ventures and arranging the capital stack and debt and equity. Right. You have land use attorneys who tell you what you can or cannot do to redevelop a property. You have landlord tenant attorneys who actually tell you are leases drafted properly, what type of exposure exists, when, if there is an existing issue with a property, let's say that you have a holdover tenant who is not paying rent. How do you approach that? What is the, how do you assess the risk there? So again, but it's all about specialization. So if you're buying a multifamily apartment building, say here in New York that has rent regulated apartments, if you are not working with a transactional real estate attorney or who knows how to buy and sell rent regulated multifamily, you're probably not dealing with the right attorney because they say the devil's in the details. Sure, we sell when we're on the sell side. We're trying to sell properties as is where is. And that goes back to my earlier story about closing the deal. So sure. Would buyers want us to represent that a property is fully fair market and not regulated? We say here's the documentation, but you need to as the buyer need to do your diligence and decide whether or not. Because when our clients sell, they don't want to look back, they don't want exposure after the fact, they don't want to think, okay, what did, what did we miss? When you sell, you want to be able to move on. So a good attorney will help you do that and understand what's also customary in the market. Some of the customs in New York, for example, could be a mortgage recording tax. Yes. Here in New York City they charge you, they tax you for the privilege of borrowing money. But there is a negotiation that happens that when there's existing debt on the property that you can actually assign that and say, and get the benefit of the fact that that tax was already paid on it. Right. And it's a negotiation. A savvy buyer's counsel will say we want the full benefit of that. And a savvy seller's attorney will say we already paid it, we want it back. And they usually end up meeting somewhere in the middle. But an attorney who's not accustomed, we talked about earlier about the asset class, but let's talk about the customs of the geography and how a, for example, New York City deal is done might miss that. And we see that all the time when we're dealing with an out of town attorney who doesn't understand the local customs.

And specifically during the closing process, what are the roles and responsibilities of the attorney?

Well, again, if everything has been drafted up front in the negotiations, then hopefully there should be no surprises. Right. Because everything has been prescribed in that purchase and sale agreement. As far as adjustments, again, and this is also where the title company steps in to issue the final closing statements and do adjustments. And that could be as much as taxes that had been prepaid and pro rata refunds to the seller. It could be taking a reading on the oil tank to figure out how much oil have you paid for and to get a credit for it. So a lot of it that happens are the adjustments that again, the attorney is absolutely overseeing the title company that's going to help with transfer of the title and to insure it is going to make sure and provide that settlement statement. But the attorney is really there just to ultimately work with the client to actually transfer that title. Right. So when we sell property, we say it's as is, where is. But the condition that is required is free and clear title. Right. So if there are issues, and that's now we're talking more about the role of the title company and some people think that they're not Quite sure what that role is, provides. But you don't want anyone to show up after the fact and challenge title and say, hey, wait a minute, you bought the property, but I have rights to that property. I have a right of first refusal on the property. Or you don't want some lender to show up and say, hey, someone owes me money on this property. So a lot of this is making sure that the seller can deliver free and clear title. So as the buyer, you can take over the property. And there's no. Just like a seller doesn't want someone to come after them after the fact. A buyer certainly doesn't want that to happen as well. Again, closings for me, when I started in the business, everything got done at the table. We'd sit in a lawyer's office for a full day, in some cases to negotiate a contract. And then we went back three months later. We sat in a closing room all day. And half the time you're just sitting around waiting for wires to come in, money to be transferred, and that escrow agent holding the title and, okay, money has been exchanged. Transfer title, right. So you end up waiting around for wires to hit and for releases to be given. Today, the reality, Annalise, is that this almost entirely happens virtually. Right. In the sense that. And maybe this is one of the. We try to look for the positives after Covid, is that now you don't have to be sitting in a room for hours waiting for a wire to come through, that everything, documents are signed in escrow, everything is there, ready to go, and this can be handled online.

I find it great that it can be done online, but I'm sure it's still a stressful process. And to that end, I'm wondering how important is it for an attorney to provide personalized attention and what should landlord expect in terms of communication and availability?

Yeah, I think I like attorneys who are in the problem solving business because, look, we're dealing with commercial assets. No two deals are the same. There are always going to be things that come up. Right. And there's different styles that you'll find in working with some counsel. Some certainly ask for more than they should get. And sometimes that involves working up, creating. Getting worked up, creating tension. Right. To try to get a better arrangement for their client. Others are more pragmatic. And so I think finding an attorney that gels with your personality. I would hope that everyone listening to this would say, I want that pragmatic attorney. I want that problem solver. I don't want that bull in the China store. Maybe if someone does wrong by me and I need a litigator and I need someone to really take someone to task, sure. That's when I need someone who comes in with some bravado. But I think someone who is has that experience that they can draw on and they can say, oh, I handled another transaction like this where this came up. May I suggest that we approach it in this way or maybe we can escrow for a certain situation here. Let's see, we don't have to hold up a closing. We can give this some time and resolve it post closing. So again, I think it's having that attorney that mirrors your style of deal making available. You ask about are they accessible? Look, it's great to think that you want an attorney who's going to pick up your phone call at any time of day. But the reality is a lot of the work and the drafting happens usually with the junior associates, which is okay because typically a senior partner in a law firm could be charging two to three times what a junior might. Again, it's having that balance where you want the attorney who's available at the right time. But I think also when dealing with professionals, sometimes, oh, is this person too busy? Generally speaking, people who are really busy are really good at their jobs.

That's really interesting. Now I want to move towards the next topic which is discussing the documentation to provide for a sale. What are the most critical documents landlords need to gather before listing their property for sale?

Yeah, it's a great question. We're actually, I'm going through it right now with the client in that and for the brokers listening out there too. This is something that I believe when you're retained to sell a property, we ask our client, please send us everything that you have, meaning leases, any floor plans, approvals that you have violations. So what we're trying to really figure out is are there any missing pieces, Are there issues? Are there missing documentation? So we talked about doing an as is sale. You know, we talk about still presenting the good, the bad, the ugly up front. If there are issues with the property, if we're missing documentation, for example, that would prove that a lease should be fair market as opposed to regulated. I'd rather have that conversation with the buyers up front. So that's why we're looking at this, a phase one environmental reports, property condition reports. Now I'm going through this with a client right now. They're saying, james, we don't want to share this. We don't want to. Especially if there's issues. And so what I try to say is, look, we can provide these for informational purposes, but we're not representing them. So you as the buyer need to go and do your own diligence. But I'd rather again, give you a head start, let you know that we've done. And I'm not going to represent this environmental report that I've given you, but it might expedite your process because then you can call that same inspector, environmental professional and say, can you reissue this report? I see. You did this a year ago. Because if I'm going to go and get financing, the bank doesn't want to look at something a year ago. They want to look at something current. So they're going to ask, can we. Can you give an update, a reinsurance assurance of this? And again, then you're actually paying for that report and then it becomes ownership of you. So I think all those things that the seller can provide, that documentation is only going to expedite the process. Now, there's some things that a seller will give us that we're probably not going to give up unless if there's a real reason. For example, tax returns. Right. As far as how an owner files taxes, that's really their business. A T12, the trailing twelve income expenses. Again, how the seller ran the property in the past and spent money is irrelevant. If you're a buyer, you want to know what are the taxes which are public record. Water and sewer. I want to know. I'm curious what your insurance is, but I should. If I'm really a savvy investor, I should be getting my own insurance, quote, repairs, maintenance. I should know this based on my experience or getting professionals to look at. So I'm not. Some institutional sellers might say, hey, here's our T12. We run the building efficiently, no issues, but there's some things that we might hold back.

And so how can landlords ensure they have all the documentation ready before they lease their property?

I think the brokers should be providing a checklist to say these are the. And sometimes it's a little overwhelming because we have a list of. Depending on the asset class, it might be two or three dozen things. Usually what we'll do is we'll circle and say, all right, These are the 10 things that we really need. The rest of the stuff was a nice to have, not a have to have, maybe not until the end, but I think having that checklist is really important.

So we're talking about which information to share, which one to hold back on, what Are the mandatory disclosures that are required and how can landlords ensure they comply with these legal obligations?

This is where I would certainly defer to counsel. But I, and I would say the rules are very different with residential. So we're talking about commercial properties disclosure about whether it's mold or what, you know, what, whatever the other requirements that, that might exist in the res side, we do not contend with as much on the commercial side. As far as when you say disclosures, I think where sellers and some brokers run amok is when information, incorrect information is provided and sometimes the broker who thinks they're doing a favor by saying, oh, you can take this great commercial building and turn it into residential. And then let's say a buyer actually buys it on that and says, wait a second, this doesn't have the right zoning. And then the broker says, I've got my disclaimer at the bottom of it. I bought this on the assumption that you had this right. Now again, I don't think if we're talking about multimillion dollar investments, buyers are not. They're going to do their own diligence. But again, a broker making a false statement, you do enough of these, of course you're going to have an issue at some point. I remember one deal where we thought a property had more air rights than it did. I think it was a misinterpretation of the zoning. It was a split zoning. It was complicated. Again, we're trying to be helpful. These are the air rights. The buyer shows up and says, I bought this based on your flyer and I only have. You don't have this many air rights to convey. We made a credit at the closing, which again is not ideal. And in a perfect world, we would have had, if the air rights were important, the buyer would have had that zoning study done before signed a contract. We would have as well had our representative to make sure. We've also had some issues. And again, this goes in the 1% of 1% where there is some issue, where you have an old survey and you think you're conveying property that you don't actually own. And yes, there, there are occurrences that can come up that could trigger some type of credit or renegotiation. But there's nowhere near the amount of disclosures that are required as say, in a residential sale. I will say that disclosure. And this is new. I know in New York, if not the country, not so much at the property level, but on the buyer level. And there's been a lot of discussions recently about, know Your buyer, which is really anti money laundering. Where it used to be that we had these international investors who could hide behind attorneys and LLCs and no one would know who's actually behind it. So now New York City has been very vocal about, no, we were piercing this corporate veil. We want to understand who are the buyers. So that's really more specific to who the parties are. So when you talk about disclosure, who you're dealing with is something that is a requirement now, but not as much on the property side.

Interesting. So if, for instance, a seller was noticing that there is something fishy about a buyer, do you think that will stop a sale?

Again, a good broker's job is to try to vet the buyer before transacting. And so a lot of that is you want to see, do they have a track record? Have they closed on their transactions, call the seller that they bought from. Before we actually were representing a lender and we had a buyer and we didn't have a great feeling about just the negotiation. And they kept saying, oh, we bought three properties this year. And I called up the previous seller and he said, yeah, I've been in a lawsuit with the guy for six months. Like he was impossible. He wouldn't close. I had to chase him for a deposit. He ultimately did, but he made up all these crazy reasons, try to get money off the price. So look, we advised our seller, you can take this deal, but it's going to probably drag out for six to nine months. They're going to retrade you on price and just know going eyes wide open. Sometimes you you wish every single time you have a qualified buyer. But sometimes you need to make that decision. Are you going to go with the less qualified buyer and take a risk? Because it doesn't have to always be as extreme that you're dealing with a bad actor versus a good actor. But it could be buyer, which means they might not have their own equity. Like we know this business in large part is driven by syndication raising capital. So you might have a proven sponsor who has closed multiple transactions, but it's with different investors. And every single time they have to go out and raise that equity. Right. As opposed to a family that buys for their own account that shows you proof of funds for the entire purchase price. As a seller, you need to make that decision. Do you want the certainty of close or do you want to risk going into a situation where someone doesn't end up raising the money and showing up.

To the closing table to that fact? I think that really reminds our listeners and Landlords, the importance of hiring the right broker to protect you. Not only an attorney, but also a broker who can vet potential buyers and really dig into if they're actually serious buyers. Now I want to switch topic and talk about the best terms for sale. So what are the best practices for negotiating favorable terms in the real estate sale contract?

So it's really, I think the key pieces are having the right deposit, right? So typically our ask is a 10% non refundable deposit. The closing period is generally someone's obtaining financing. And again, when people say all cash, and I think this happens in the residential world as well, someone, it's not like they're coming with a briefcase of cash or they're writing a check for it. All cash can also mean non contingent on financing. So we're not doing deals that are contingent on your ability of whether or not you can obtain financing. Of course you can do that. But your deposits at risk. If the bank does shows up and says, hey, we can't finance the 70% you're asking for, we can finance 60%, then you got to come up with the extra 10% equity. Right? The bridge the gap. So it's an, it's a all cash transaction, meaning non contingent on financing. There should be no contingencies on the sale, although sometimes it could be. I'm only buying this property if you can deliver it vacant. Okay, then let's talk about we have an existing tenant there and we can wait until the tenant closes, leaves. But what happens if they hold over? Then what do we do with that? Then do we put money in escrow and wait for that tenant to leave? Typically we find that when you sell a property here in New York, even if you're a great operator, you could have a dozen violations on the property because every day there's a piece of trash on the sidewalk. The city inspectors, they're looking to write tickets. And so that could come up between signing and closing. And typically again, that's negotiated where the buyers are taking it as is. Hey, if a violation crops up, you're going to have to deal with it. But we'll pay the fines. Anything that's associated with that's on us. But you need to, we're not going to deliver a property that's violation free because we might never get there and it might be tied up for years. So no contingencies. There could certainly be conditions of sale, but nothing that you want that could actually block the ability to sales. One final thing on the closing timeframe, important language forwards time of the essence. Right. So an on or about closing date was great. If you're a buyer, I will close on or about 90 days. So what happens on day 90? The buyer says I need 30 more days, I need more time to do this. And that honor about is not time being of the essence. That time of the essence means that is a drop dead date where that is a date certain, where there's no wiggle room. Right. So I think if you really want to transact in a defined time frame, the time of the essence requirement is certainly important as well.

And can you tell our listeners about closing costs and how can landlords effectively negotiate and manage closing costs to maximize their net proceeds from the sale?

On the seller's side of the equation, you have brokerage fees, you have legal fees, you have really transfer taxes, but that's really governed more by city, state, municipalities. So this is where. Yes. You should be going to your attorney. Yes. What are their job, what are the closing costs? And certainly on the buy side as well. So on the buying side there could be additional taxes, mortgage recording taxes we spoke about. Certainly they have their own attorney fees as well as the title insurance. The buyer is paying that insurance premium to insure it. Certainly other miscellaneous fees, but those are things rather than just throw out numbers and percentages. It is very specific to the markets. And that's where you need your professional, really the attorney and the title agent who can give you a sense of what the costs are to transact.

And now let's discuss the grand finale. Reaping the most rewards from a sale.

Great.

So first thing, maximizing the property value. What strategies can landlords use to enhance their property's values before. Before listing it for sale?

Yeah, I think putting the property in the best light, really making the property look professional. And even something as simple as, and this certainly applies in residential as well, having great photos presenting the property. And look, oftentimes we'll walk properties and owners will say, oh, should I fix up the building, should I change the light, Should I renovate? We always just say, look, sometimes it's actually better that a buyer goes in and they say, oh, there's a reason why these apartments aren't running because they look tired and they have their vision, but that you still want the materials to be professional. You want to make the case of why there is upside in this opportunity. Is it the neighborhood? Is it a potential to change part of the building, convert part of it to retail? Is it to redevelop? Is the broker you're looking to really Unlock the potential as you should be as an investor. And today we really use omnichannel to get exposure to our listings. So it's not just putting great marketing materials together. It's social media, it's videos posting online, multiple listing sites. And we've talked about this in earlier shows. But yeah, just to culminate this all together now.

And how can landlords use comparative market analysis to set competitive and profitable prices?

I think when owners are looking to sell, they should meet with two or three brokers to get opinions. Right. And it's not just their opinions on value, but how do they support it? Because I think we've talked about this in the past as well. You don't want to deal with the broker who over promises and under deliver, we call that buying the listing. We're very proud of the fact that of the last hundred properties that we tracked that we sold, where we ended up reconciling value was within 5% of where it ultimately traded. But you still want to get those opinions. And it's not just a value, it's also how do they propose to market the property?

And now let's talk about the final walkthrough and closing. What should landlords expect during the final walkthrough and closing? And how can they ensure a smooth and successful transaction?

Again, this all goes with making sure the right contract was signed up front. Typically, what can go wrong? A walkthrough would be if there is a stipulation in the contract to deliver space vacant and you walk in and there's a tenant there. Obviously that's going to be an issue. Look, I don't like language in a contract that says broom swept. I don't want to. We started the show on a high note. I don't want to talk about deals where some attorney left in the broom swept language. And literally the day of the closing, there's a couple boxes and garbage bags left. And the buyer, who clearly was looking to nickel and dime, says, I want a $10,000 credit. I said, that's ridiculous. And. But he wouldn't close. Right on that conditions, I had to actually physically go to. I'm like, I'll go to the property myself and I'll clean it out right now to your satisfaction. And so I did that. I was wearing a suit and came back. Might have been a little bedraggled afterwards. Is that a word? I think so, but I certainly felt it and came back to the closing table. But again, there shouldn't be surprises like that if the contract is written correctly.

Thank you so much for sharing your wisdom with our audience today. And with that, we wrap up our Sell High mini series on the Insider's Edge to Real estate investing. What a journey it's been. We've covered crucial aspects of selling your property for top dollar and I hope you're all feeling more confident about navigating the sales process. Let's take a moment to recap the valuable insights we've gained over these six episodes. In episode one, we tackled the age old question when is the right time to sell? We explored market conditions and even heard some personal stories about how to successfully time the market. Remember, while you can't always predict the market, you can certainly make informed decision. Episode two was all about finding the right broker. We learned the importance of specialization, track record and how to effectively check references your broker can really make or break your sale. So choose wisely. In episode three, we demystified property valuation. We compared appraisals and broker opinion of value and highlighted the crucial role of competition comparable sales. Understanding your property's worth is the foundation of a successful sale. Episode 4 Dove into the marketing process. We weighed the pros and cons of off market sales versus broad marketing campaign and discuss strategies to showcase your property in its best light. Remember, maximum exposure often leads to maximum returns. Episode five was a masterclass in negotiation. We walked through the bidding process, offer qualification and the intricacies of the contract process. And finally, in episode, we navigated the contract and closing process. From selecting the right attorney to gathering all the documentation and securing the best terms, we covered it all. We wrapped up with strategies to reap the most rewards from your sale. And after all, that's what this series is all about. Throughout this series, our expert guest, James Nelson has shared invaluable Insights drawn from 25 years of experience in the real estate market. James, thank you so much for sharing your expertise with our listeners and for making complex concepts accessible to our listeners. James, do you have any last thoughts you want to share with our audience?

Look, I think we said it from the start of this, which is in the Insider's Edge to Real estate Investing. We spend a lot of time about how to build the right team, buy the right opportunities, how to reposition them, these investments. This is not like trading stocks where you can buy in and sell within a matter of days. Sure, we talk about the occasional flip of a contract, but assuming that you are a value add investor, where you're going through all this time effort to acquire the property, reposition the property the most, what is the capital event, what is how do you reap the rewards unless if it's the refi and you're looking to hold on and just cash flow forever. And that's great. Most of most investors out there do syndicate, they do raise money. They are motivated by a promote, right. They are getting a financial incentive when the property performs. But how do you maximize after all that time and effort? It's the sale, right? And so you want to make sure that obviously everyone wants to sell high, but hopefully if you all have listened to the series and paid attention that there's a lot that goes into that process. And so again, after all this time and effort and work, you just want to make sure that in the most important, you know, conclusion of the deal that you end up selling and not leaving any money on the table.

Great. Thank you so much, James, and to our amazing audience. Thank you for joining us on this Sell High journey. We hope these episodes have armed you with the knowledge and confidence to maximize your property's value when it's time to sell. Remember, Selling High is about preparation, strategy and making informed decisions. We encourage you to revisit these episodes as needed and put these strategies into practice. Stay tuned for more insightful episodes on the Insider's edge to Real Estate investing. Until next time, here's to your success in Selling High.

Thank you so much. This has been amazing and hopefully really beneficial for the listeners. So just appreciate everything you've done to bring this to light and thank you to all of you who've been listening and if you have not already, go to james nelson.com we built this site for you and that's where you can find show notes for this episode, but also a lot of helpful articles, videos and so again, we are here to help you gain the insider's edge to real estate investing. And so we really appreciate your support on this, sharing with friends, commenting all these things that help spread the words until next week. Thank you.

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