Common use of DESIGNATION OF THE NOTES: ESTABLISHMENT OF FORM Clause in Contracts

DESIGNATION OF THE NOTES: ESTABLISHMENT OF FORM. (a) There shall be a series of guaranteed debt securities designated “$1,250,000,000 4% Guaranteed Senior Global Notes Due 2010”, a series of guaranteed debt securities designated “$1,250,000,000 4.95% Guaranteed Senior Global Notes Due 2014” and a series of guaranteed debt securities designated “$1,000,000,000 6% Guaranteed Senior Global Notes Due 2034”. (b) The Notes shall be substantially in the forms as set forth in Annexes A, B and C hereto. Annexes A, B and C are incorporated into and shall be deemed a part of this First Supplemental Indenture, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officer of the Issuer executing such Notes, as evidenced by the execution of the Notes. (c) The Notes shall be direct, senior, unsecured and unsubordinated obligations of the Issuer and shall rank pari passu, without any preference or priority of payment, between themselves and equally with all other senior, unsecured, unsubordinated obligations of the Issuer, from time to time outstanding. The 2010 Notes shall mature, unless previously redeemed or repurchased and cancelled, on January 15, 2010. The 2014 Notes shall mature, unless previously redeemed or repurchased and cancelled, on September 30, 2014. The 2034 Notes shall mature, unless previously redeemed or repurchased and cancelled, on September 30, 2034. (d) The Notes are being offered and sold in reliance on Regulation S and Rule 144A under the Securities Act. (e) The Notes shall be issued only in registered form. The Notes shall be issued in denominations of $1,000 and integral multiples thereof. (f) The Rule 144A Notes and Regulation S Notes shall be issued as registered Securities in book-entry global form and shall not be exchangeable for definitive securities except as provided in Section 306 of the Base Indenture. The Notes shall not be exchangeable at any time for bearer securities. The Notes will be issued as global notes registered in the name of DTC or its nominee. Book-entry interests in a global note may be held through organizations that participate, directly or indirectly, in DTC, Clearstream and Euroclear, as applicable. Book-entry interests in the Notes and all transfers relating to the Notes will be reflected in the book-entry records of DTC. (g) Each Note shall be duly executed by an authorized officer of the Issuer and authenticated by the Trustee, as the Authenticating Agent. Each Note shall include a Guarantee endorsed thereon. The aggregate principal amount of the Notes for each series of the Notes may from time to time be increased or decreased by adjustments made by the trustee to reflect exchanges, conversions, repurchases and redemptions, as applicable. (h) The Issuer initially appoints JPMorgan Chase Bank to act as its principal paying agent and registrar and transfer agent in New York and BNP Paribas Luxembourg to act as its Luxembourg paying agent, pursuant to Section 1002 of the Base Indenture.

Appears in 2 contracts

Samples: First Supplemental Indenture (Telecom Italia S P A), First Supplemental Indenture (Telecom Italia S P A)

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DESIGNATION OF THE NOTES: ESTABLISHMENT OF FORM. (a) There shall be a series of guaranteed debt securities designated “$1,250,000,000 41,000,000,000 6.999% Guaranteed Senior Global Notes Due 2010”, a series of guaranteed debt securities designated “$1,250,000,000 4.95% Guaranteed Senior Global Notes Due 20142018” and a series of guaranteed debt securities designated “$1,000,000,000 67.721% Guaranteed Senior Global Notes Due 20342038”. (b) The Notes shall be represented by Global Securities substantially in the forms as set forth in Annexes A, A and B hereto and C heretoshall bear the legends included in Annex A hereto in lieu of the legends set forth in Section 205 of the Base Indenture. Annexes A, A and B and C are incorporated into and shall be deemed a part of this First Fourth Supplemental Indenture, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officer of the Issuer executing such Notes, as evidenced by the execution of the Notes. (c) The Notes shall be direct, senior, unsecured and unsubordinated obligations of the Issuer and shall rank pari passu, without any preference or priority of payment, between themselves and equally with all other senior, unsecured, unsubordinated obligations of the Issuer, from time to time outstanding. The 2010 2018 Notes shall mature, unless previously redeemed or repurchased and cancelled, on January 15June 4, 20102018. The 2014 2038 Notes shall mature, unless previously redeemed or repurchased and cancelled, on September 30June 4, 2014. The 2034 Notes shall mature, unless previously redeemed or repurchased and cancelled, on September 30, 20342038. (d) The Notes are being offered and sold in reliance on Regulation S and Rule 144A under the Securities Act. (e) The Notes shall be issued only in registered form. The Notes shall be issued in minimum denominations of $1,000 2,000 and integral multiples thereofof $1,000. (fe) The Rule 144A Notes and Regulation S Notes shall be issued as registered Securities in book-entry global form and shall not be exchangeable for definitive securities except as provided in Section 306 of the Base Indenture. The Notes shall not be exchangeable at any time for bearer securities. The Notes will be issued as global notes registered in the name of DTC or its nominee. Book-entry interests in a global note may be held through organizations that participate, directly or indirectly, in DTC, Clearstream and Euroclear, as applicable. Book-entry interests in the Notes and all transfers relating to the Notes will be reflected in the book-entry records of DTC. (gf) Each Note shall be duly executed by an authorized officer of the Issuer and authenticated by the Trustee, as the Authenticating Agent. Each Note shall include a Guarantee endorsed thereon. The aggregate principal amount of the Notes for each series of the Notes may from time to time be increased or decreased by adjustments made by the trustee to reflect exchanges, conversions, repurchases and redemptions, as applicable. (hg) The Issuer initially appoints JPMorgan Chase The Bank of New York to act as its principal paying agent and registrar and transfer agent in New York and BNP Paribas Luxembourg to act as its Luxembourg paying agent, pursuant to Section 1002 of the Base Indenture.

Appears in 2 contracts

Samples: Fourth Supplemental Indenture (Telecom Italia S P A), Fourth Supplemental Indenture (Telecom Italia S P A)

DESIGNATION OF THE NOTES: ESTABLISHMENT OF FORM. (a) There shall be a series of guaranteed debt securities designated “$1,250,000,000 4750,000,000 6.20% Guaranteed Senior Global Notes Due 20102011”, a series of guaranteed debt securities designated “$1,250,000,000 4.951,000,000,000 7.20% Guaranteed Senior Global Notes Due 2014” 2036”, and a series of guaranteed debt securities designated “$1,000,000,000 6% 850,000,000 Guaranteed Senior Global Floating Rate Notes Due 20342011”. (b) The Notes Fixed Rates Note shall be represented by Global Securities substantially in the forms as set forth in Annexes A, A and B hereto and shall bear the legends included in Annex A hereto in lieu of the legends set forth in Section 205 of the Base Indenture. The Floating Rate Notes shall be represented by Global Securities substantially in the forms as set forth in Annexes C heretoand D hereto and shall bear the legends included in Annex C hereto in lieu of the legends set forth in Section 205 of the Base Indenture. Annexes A, B B, C and C D are incorporated into and shall be deemed a part of this First Third Supplemental Indenture, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officer of the Issuer executing such Notes, as evidenced by the execution of the Notes. (c) The Notes shall be direct, senior, unsecured and unsubordinated obligations of the Issuer and shall rank pari passu, without any preference or priority of payment, between themselves and equally with all other senior, unsecured, unsubordinated obligations of the Issuer, from time to time outstanding. The 2010 2011 Notes shall mature, unless previously redeemed or repurchased and cancelled, on January 15July 18, 20102011. The 2014 2036 Notes shall mature, unless previously redeemed or repurchased and cancelled, on September 30July 18, 20142036. The 2034 Floating Rate Notes shall mature, unless previously redeemed or repurchased and cancelled, on September 30July 18, 20342011. (d) The Notes are being offered and sold in reliance on Regulation S and Rule 144A under the Securities Act. (e) The Notes shall be issued only in registered form. The Notes shall be issued in minimum denominations of $1,000 2,000 and integral multiples thereofof $1,000. (fe) The Rule 144A Notes and Regulation S Notes shall be issued as registered Securities in book-entry global form and shall not be exchangeable for definitive securities except as provided in Section 306 of the Base Indenture. The Notes shall not be exchangeable at any time for bearer securities. The Notes will be issued as global notes registered in the name of DTC or its nominee. Book-entry interests in a global note may be held through organizations that participate, directly or indirectly, in DTC, Clearstream and Euroclear, as applicable. Book-entry interests in the Notes and all transfers relating to the Notes will be reflected in the book-entry records of DTC. (gf) Each Note shall be duly executed by an authorized officer of the Issuer and authenticated by the Trustee, as the Authenticating Agent. Each Note shall include a Guarantee endorsed thereon. The aggregate principal amount of the Notes for each series of the Notes may from time to time be increased or decreased by adjustments made by the trustee to reflect exchanges, conversions, repurchases and redemptions, as applicable. (hg) The Issuer initially appoints JPMorgan Chase Bank Bank, N.A. to act as its principal paying agent and registrar and transfer agent in New York and BNP Paribas Luxembourg to act as its Luxembourg paying agent, pursuant to Section 1002 of the Base Indenture. (h) The Issuer initially appoints JPMorgan Chase Bank, N.A. (the “Calculation Agent”) to act as its calculation agent with respect to the Floating Rate Notes pursuant to a Calculation Agency Agreement, dated as of the date hereof, between the Issuer, the Guarantor and the Calculation Agent.

Appears in 2 contracts

Samples: Third Supplemental Indenture (Telecom Italia S P A), Third Supplemental Indenture (Telecom Italia S P A)

DESIGNATION OF THE NOTES: ESTABLISHMENT OF FORM. (a) There shall be a series of guaranteed debt securities designated “$1,250,000,000 41,000,000,000 4.000% Series A Guaranteed Senior Global Notes Due 20102008”, a series of guaranteed debt securities designated “$1,250,000,000 4.952,000,000,000 5.250% Series B Guaranteed Senior Global Notes Due 20142013” and a series of guaranteed debt securities designated “$1,000,000,000 66.375% Series C Guaranteed Senior Global Notes Due 20342033”. (b) The Notes shall be substantially in the forms as set forth in Annexes A, B and C hereto. Annexes A, B B, and C are incorporated into and shall be deemed a part of this First Supplemental Indenture, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officer of the Issuer executing such Notes, as evidenced by the execution of the Notes. (c) The Notes shall be direct, senior, unsecured and unsubordinated obligations of the Issuer and shall rank pari passu, without any preference or priority of payment, between themselves and equally with all other senior, unsecured, unsubordinated obligations of the Issuer, from time to time outstanding. The 2010 Series A Notes shall mature, unless previously redeemed or repurchased and cancelled, on January November 15, 20102008. The 2014 Series B Notes shall mature, unless previously redeemed or repurchased and cancelled, on September 30November 15, 20142013. The 2034 Series C Notes shall mature, unless previously redeemed or repurchased and cancelled, on September 30November 15, 20342033. (d) The Notes are being offered and sold in reliance on Regulation S and Rule 144A under the Securities Act. (e) The Notes shall be issued only in registered form. The Notes shall be issued in denominations of $1,000 1000 and integral multiples thereof. (f) The Rule 144A Notes and Regulation S Notes shall be issued as registered Securities in book-entry global form and shall not be exchangeable for definitive securities except as provided in Section 306 of the Base Indenture. The Notes shall not be exchangeable at any time for bearer securities. The Notes will be issued as global notes registered in the name of DTC or its nominee. Book-entry interests in a global note may be held through organizations that participate, directly or indirectly, in DTC, Clearstream and Euroclear, as applicable. Book-entry interests in the Notes and all transfers relating to the Notes will be reflected in the book-entry records of DTC. (g) Each Note shall be duly executed by an authorized officer of the Issuer and authenticated by the Trustee, as the Authenticating Agent. Each Note shall include a Guarantee endorsed thereon. The aggregate principal amount of the Notes for each series of the Notes may from time to time be increased or decreased by adjustments made by the trustee to reflect exchanges, conversions, repurchases and redemptions, as applicable. (h) The Issuer initially appoints JPMorgan Chase Bank to act as its principal paying agent and registrar and transfer agent in New York and BNP Paribas Luxembourg to act as its Luxembourg paying agent, pursuant to Section 1002 of the Base Indenture.

Appears in 1 contract

Samples: First Supplemental Indenture (Telecom Italia S P A)

DESIGNATION OF THE NOTES: ESTABLISHMENT OF FORM. (a) There shall be a A series of guaranteed debt securities Securities designated “$1,250,000,000 45.750% Guaranteed Senior Global Notes Due 2010”due 2025” is established hereby, a series and the form thereof (including the notation of guaranteed debt securities designated “$1,250,000,000 4.95% Guaranteed Senior Global Notes Due 2014” the Guarantee and a series the notation of guaranteed debt securities designated “$1,000,000,000 6% Guaranteed Senior Global Notes Due 2034”. (bthe Affiliate Guarantee) The Notes shall be substantially in the forms as set forth in Annexes AExhibit A hereto, B and C hereto. Annexes A, B and C are which is incorporated into and shall be deemed a part of this First Supplemental Indenture, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as the Partnership may deem appropriate or as may be required or appropriate to comply with any laws or with any rules made pursuant thereto or with the rules of any securities exchange or automated quotation system on which the 2025 Notes may be listed or traded, or to conform to general usage, or as may, consistently herewithwith the Indenture, be determined by the officer of the Issuer officers executing such 2025 Notes, as evidenced by their execution thereof. (b) A series of Securities designated “6.375% Senior Notes due 2030” is established hereby, and the execution form thereof (including the notation of the Guarantee and the notation of the Affiliate Guarantee) shall be substantially as set forth in Exhibit B hereto, which is incorporated into and shall be deemed a part of this Supplemental Indenture, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as the Partnership may deem appropriate or as may be required or appropriate to comply with any laws or with any rules made pursuant thereto or with the rules of any securities exchange or automated quotation system on which the 2030 Notes may be listed or traded, or to conform to general usage, or as may, consistently with the Indenture, be determined by the officers executing such 2030 Notes, as evidenced by their execution thereof. (c) The 2025 Notes will initially be issued in permanent global form, substantially in the form set forth in Exhibit A hereto, as a Global Security, registered in the name of the Depositary or its nominee. The 2030 Notes will initially be issued in permanent global form, substantially in the form set forth in Exhibit B hereto, as a Global Security, registered in the name of the Depositary or its nominee. The Depository Trust Company (“DTC”) shall be direct, senior, unsecured and unsubordinated obligations of the Issuer and shall rank pari passu, without any preference or priority of payment, between themselves and equally with all other senior, unsecured, unsubordinated obligations of the Issuer, from time to time outstanding. The 2010 Notes shall mature, unless previously redeemed or repurchased and cancelled, on January 15, 2010. The 2014 Notes shall mature, unless previously redeemed or repurchased and cancelled, on September 30, 2014. The 2034 Notes shall mature, unless previously redeemed or repurchased and cancelled, on September 30, 2034Depositary for such Global Securities. (d) The Notes are being offered and sold in reliance on Regulation S and Rule 144A under the Securities Act. (e) The Notes shall be issued only in registered form. The Notes shall be issued in denominations of $1,000 and integral multiples thereof. (f) The Rule 144A Notes and Regulation S Notes shall be issued as registered Securities in book-entry global form and shall not be exchangeable for definitive securities except as provided in Section 306 of the Base Indenture. The Notes shall not be exchangeable at any time for bearer securities. The Notes will be issued as global notes registered in the name of DTC or its nominee. Book-entry interests in a global note may be held through organizations that participate, directly or indirectly, in DTC, Clearstream and Euroclear, as applicable. Book-entry interests in the Notes and all transfers relating to the Notes will be reflected in the book-entry records of DTC. (g) Each Note shall be duly executed by an authorized officer of the Issuer and authenticated by the Trustee, as the Authenticating Agent. Each Note shall include a Guarantee endorsed thereon. The aggregate principal amount of the Notes for each series of the Notes may from time to time be increased or decreased by adjustments made by the trustee to reflect exchanges, conversions, repurchases and redemptions, as applicable. (h) The Issuer Partnership initially appoints JPMorgan Chase Bank the Trustee to act as its principal paying agent Paying Agent and registrar and transfer agent in New York and BNP Paribas Luxembourg Security Registrar with respect to act as its Luxembourg paying agent, pursuant to Section 1002 of the Base IndentureNotes.

Appears in 1 contract

Samples: Tenth Supplemental Indenture (NuStar Energy L.P.)

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DESIGNATION OF THE NOTES: ESTABLISHMENT OF FORM. (a) There shall be a series of guaranteed debt securities designated “$1,250,000,000 4700,000,000 4.875% Guaranteed Senior Global Notes Due 2010”, a series of guaranteed debt securities designated “$1,250,000,000 4.951,400,000,000 5.25% Guaranteed Senior Global Notes Due 2014” 2015”, and a series of guaranteed debt securities designated “$1,000,000,000 6% 400,000,000 Guaranteed Senior Global Floating Rate Notes Due 20342011”. (b) The Notes Fixed Rates Note shall be represented by Global Securities substantially in the forms as set forth in Annexes A, A and B hereto and shall bear the legends included in Annex A hereto in lieu of the legends set forth in Section 205 of the Base Indenture. The Floating Rate Notes shall be represented by Global Securities substantially in the forms as set forth in Annexes C heretoand D hereto and shall bear the legends included in Annex C hereto in lieu of the legends set forth in Section 205 of the Base Indenture. Annexes A, B B, C and C D are incorporated into and shall be deemed a part of this First Second Supplemental Indenture, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officer of the Issuer executing such Notes, as evidenced by the execution of the Notes. (c) The Notes shall be direct, senior, unsecured and unsubordinated obligations of the Issuer and shall rank pari passu, without any preference or priority of payment, between themselves and equally with all other senior, unsecured, unsubordinated obligations of the Issuer, from time to time outstanding. The 2010 Notes shall mature, unless previously redeemed or repurchased and cancelled, on January 15October 1, 2010. The 2014 2015 Notes shall mature, unless previously redeemed or repurchased and cancelled, on September 30October 1, 20142015. The 2034 Floating Rate Notes shall mature, unless previously redeemed or repurchased and cancelled, on September 30February 1, 20342011. (d) The Notes are being offered and sold in reliance on Regulation S and Rule 144A under the Securities Act. (e) The Notes shall be issued only in registered form. The Notes shall be issued in minimum denominations of $1,000 2,000 and integral multiples thereofof $1,000. (fe) The Rule 144A Notes and Regulation S Notes shall be issued as registered Securities in book-entry global form and shall not be exchangeable for definitive securities except as provided in Section 306 of the Base Indenture. The Notes shall not be exchangeable at any time for bearer securities. The Notes will be issued as global notes registered in the name of DTC or its nominee. Book-entry interests in a global note may be held through organizations that participate, directly or indirectly, in DTC, Clearstream and Euroclear, as applicable. Book-entry interests in the Notes and all transfers relating to the Notes will be reflected in the book-entry records of DTC. (gf) Each Note shall be duly executed by an authorized officer of the Issuer and authenticated by the Trustee, as the Authenticating Agent. Each Note shall include a Guarantee endorsed thereon. The aggregate principal amount of the Notes for each series of the Notes may from time to time be increased or decreased by adjustments made by the trustee to reflect exchanges, conversions, repurchases and redemptions, as applicable. (hg) The Issuer initially appoints JPMorgan Chase Bank Bank, N.A. to act as its principal paying agent and registrar and transfer agent in New York and BNP Paribas Luxembourg to act as its Luxembourg paying agent, pursuant to Section 1002 of the Base Indenture. (h) The Issuer initially appoints JPMorgan Chase Bank, N.A. (the “Calculation Agent”) to act as its calculation agent with respect to the Floating Rate Notes pursuant to a Calculation Agency Agreement, dated as of the date hereof, between the Issuer, the Guarantor and the Calculation Agent.

Appears in 1 contract

Samples: Second Supplemental Indenture (Telecom Italia S P A)

DESIGNATION OF THE NOTES: ESTABLISHMENT OF FORM. (a) There shall be a series of guaranteed debt securities designated “$1,250,000,000 41,000,000,000 6.175% Guaranteed Senior Global Notes Due 2010”, a series of guaranteed debt securities designated “$1,250,000,000 4.95% Guaranteed Senior Global Notes Due 2014” and a series of guaranteed debt securities designated “$1,000,000,000 67.175% Guaranteed Senior Global Notes Due 20342019”. (b) The Notes shall be represented by Global Securities substantially in the forms as set forth in Annexes A, A and B hereto and C heretoshall bear the legends included in Annex A hereto in lieu of the legends set forth in Section 205 of the Base Indenture. Annexes A, A and B and C are incorporated into and shall be deemed a part of this First Fifth Supplemental Indenture, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officer of the Issuer executing such Notes, as evidenced by the execution of the Notes. (c) The Notes shall be direct, senior, unsecured and unsubordinated obligations of the Issuer and shall rank pari passu, without any preference or priority of payment, between themselves and equally with all other senior, unsecured, unsubordinated obligations of the Issuer, from time to time outstanding. The 2010 Notes shall mature, unless previously redeemed or repurchased and cancelled, on January 15, 2010. The 2014 Notes shall mature, unless previously redeemed or repurchased and cancelled, on September 30June 18, 2014. The 2034 2019 Notes shall mature, unless previously redeemed or repurchased and cancelled, on September 30June 18, 20342019. (d) The Notes are being offered and sold in reliance on Regulation S and Rule 144A under the Securities Act. (e) The Notes shall be issued only in registered form. The Notes shall be issued in minimum denominations of $1,000 2,000 and integral multiples thereofof $1,000. (fe) The Rule 144A Notes and Regulation S Notes shall be issued as registered Securities in book-entry global form and shall not be exchangeable for definitive securities except as provided in Section 306 of the Base Indenture. The Notes shall not be exchangeable at any time for bearer securities. The Notes will be issued as global notes registered in the name of DTC or its nominee. Book-entry interests in a global note may be held through organizations that participate, directly or indirectly, in DTC, Clearstream and Euroclear, as applicable. Book-entry interests in the Notes and all transfers relating to the Notes will be reflected in the book-entry records of DTC. (gf) Each Note shall be duly executed by an authorized officer of the Issuer and authenticated by the Trustee, as the Authenticating Agent. Each Note shall include a Guarantee endorsed thereon. The aggregate principal amount of the Notes for each series of the Notes may from time to time be increased or decreased by adjustments made by the trustee to reflect exchanges, conversions, repurchases and redemptions, as applicable. (hg) The Issuer initially appoints JPMorgan Chase The Bank of New York to act as its principal paying agent and registrar and transfer agent in New York and BNP Paribas Luxembourg The Bank of New York (Luxembourg) S.A. to act as its Luxembourg paying agentagent in Luxembourg, pursuant to Section 1002 of the Base Indenture.

Appears in 1 contract

Samples: Fifth Supplemental Indenture (Telecom Italia S P A)

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