FS Investment Corp II Sample Contracts

FS KKR CAPITAL CORP. II as Issuer and U.S. BANK NATIONAL ASSOCIATION as Trustee Indenture Dated as of February 14, 2020 Providing for the Issuance of Debt Securities
FS KKR Capital Corp. II • February 14th, 2020 • New York

INDENTURE, dated as of February 14, 2020, between FS KKR CAPITAL CORP. II, a Maryland corporation (hereinafter called the “Company”), having its principal office at 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee (hereinafter called the “Trustee”), having its office at One Federal Street, 3rd Floor, Boston, Massachusetts 02110.

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Up to $300,000,000 LOAN AND SERVICING AGREEMENT Dated as of November 22, 2019 among MEADOWBROOK RUN LLC, as the Borrower FS INVESTMENT CORPORATION II, as the Servicer and the Equityholder MORGAN STANLEY SENIOR FUNDING, INC., as the Administrative...
Loan and Servicing Agreement • November 29th, 2019 • FS Investment Corp II • New York

THIS LOAN AND SERVICING AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “Agreement”) is made as of November 22, 2019, among:

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SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of February 23, 2016 among FS INVESTMENT CORPORATION II, as Borrower The LENDERS Party Hereto and ING CAPITAL LLC, as Administrative Agent
Credit Agreement • February 26th, 2016 • FS Investment Corp II • New York
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AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • June 4th, 2015 • FS Investment Corp II • New York

AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT, dated as of May 29, 2015, among COOPER RIVER LLC, a Delaware limited liability company, as borrower (the “Borrower”), the LENDERS from time to time party hereto, CITIBANK, N.A. (“Citibank”), as administrative agent for the Secured Parties (as hereinafter defined) (in such capacity, the “Administrative Agent”), Citibank, N.A., acting through its Agency & Trust division (“Citibank Agency & Trust”), as collateral custodian for the Secured Parties (in such capacity, the “Custodian”) and as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”), and VIRTUS GROUP, LP (“Virtus”), as collateral administrator (in such capacity, the “Collateral Administrator”).

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AMENDMENT NO. 1 TO LOAN AGREEMENT
Loan Agreement • October 13th, 2016 • FS Investment Corp II • New York

LOAN AGREEMENT dated as of November 14, 2014 (as amended by Amendment No. 1, and as further amended, supplemented or otherwise modified from time to time, this “Agreement”) among JUNIATA RIVER LLC, a Delaware limited liability company, as borrower (the “Company”); the Financing Providers party hereto; Citibank, N.A. (“Citibank”), in its capacity as collateral agent (in such capacity, the “Collateral Agent”); Virtus Group, LP, in its capacity as collateral administrator (in such capacity, the “Collateral Administrator”); Citibank, in its capacity as securities intermediary (in such capacity, the “Securities Intermediary”); and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent for the Financing Providers hereunder (in such capacity, the “Administrative Agent”).

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CUSTODIAN AGREEMENT
Custodian Agreement • February 10th, 2012 • FS Investment Corp II • Massachusetts

This Agreement, dated as of February 8, 2012, is by and between FS INVESTMENT CORPORATION II, a Maryland corporation (the “Company”), on behalf of itself and each entity listed on Schedule D hereto, as may be amended from time to time in accordance with Section 19.14 hereof (each such entity, a “Company Subsidiary,” and collectively, the “Company Subsidiaries”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Custodian”).

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PURCHASE AND SALE AGREEMENT by and between WISSAHICKON CREEK LLC, as the Purchaser and FS INVESTMENT CORPORATION II, as the Seller Dated as of February 19, 2014
Purchase and Sale Agreement • February 25th, 2014 • FS Investment Corp II

THIS PURCHASE AND SALE AGREEMENT, dated as of February 19, 2014, by and between FS INVESTMENT CORPORATION II, a Maryland corporation, as the seller (the “Seller”) and WISSAHICKON CREEK LLC, a Delaware limited liability company, as the purchaser (the “Purchaser”).

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CREDIT AGREEMENT dated as of May 15, 2017 among GREEN CREEK LLC, as Borrower, VARIOUS LENDERS, GOLDMAN SACHS BANK USA, as Sole Lead Arranger GOLDMAN SACHS BANK USA, as Administrative Agent VIRTUS GROUP, LP, as Collateral Administrator and CITIBANK,...
Credit Agreement • May 16th, 2017 • FS Investment Corp II • New York

Capitalized terms used in these recitals and in the preamble shall have the respective meanings given to such terms in Section 1.1 hereof.

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LOAN FINANCING AND SERVICING AGREEMENT dated as of February 20, 2014 DARBY CREEK LLC as Borrower THE LENDERS FROM TIME TO TIME PARTIES HERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent THE OTHER AGENTS PARTIES HERETO, and WELLS FARGO...
Loan Financing and Servicing Agreement • February 25th, 2014 • FS Investment Corp II • New York

THIS LOAN FINANCING AND SERVICING AGREEMENT is made and entered into as of February 20, 2014, among DARBY CREEK LLC, a Delaware limited liability company (the “Borrower”), each LENDER (as hereinafter defined) FROM TIME TO TIME PARTY HERETO, the AGENTS for the Lender Groups (as hereinafter defined) from time to time parties hereto (each such party, in such capacity, together with their respective successors and permitted assigns in such capacity, an “Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent and Collateral Custodian (each as hereinafter defined), and DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”).

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INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT BETWEEN FS INVESTMENT CORPORATION II AND FSIC II ADVISOR, LLC
Administrative Services Agreement • February 10th, 2012 • FS Investment Corp II • New York

This Investment Advisory and Administrative Services Agreement (the “Agreement”) is made this 8th day of February 2012, by and between FS INVESTMENT CORPORATION II, a Maryland corporation (the “Corporation”), and FSIC II ADVISOR, LLC, a Delaware limited liability company (the “Adviser”).

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FS INVESTMENT CORPORATION II Up to $2,000,000,000 in Shares of Common Stock, $0.001 par value per share DEALER MANAGER AGREEMENT February 8, 2012
Selected Dealer Agreement • February 10th, 2012 • FS Investment Corp II • Delaware

FS Investment Corporation II, a Maryland corporation (the “Corporation”), has registered for public sale (the “Offering”) a maximum of $2,000,000,000 in shares of its common stock, $0.001 par value per share (the “Common Stock”), to be issued and sold to the public on a “best efforts” basis (the “Offered Shares”) through you as the managing dealer (the “Dealer Manager”) and the broker-dealers participating in the offering (the “Selected Dealers”) at an initial offering price of $10.00 per share (subject in certain circumstances to discounts based upon the volume of shares purchased). Terms not otherwise defined herein shall have the same meaning as in the Prospectus, as that term is defined in Section 2.1 below.

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GUARANTEE, PLEDGE AND SECURITY AGREEMENT dated as of February 23, 2016 among FS INVESTMENT CORPORATION II, as Borrower The SUBSIDIARY GUARANTORS Party Hereto ING CAPITAL LLC, as Revolving Administrative Agent Each FINANCING AGENT and DESIGNATED...
Pledge and Security Agreement • February 26th, 2016 • FS Investment Corp II • New York
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REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • December 19th, 2014 • FS Investment Corp II • New York

THIS REVOLVING CREDIT AGREEMENT, (this “Agreement”) is made as of December 15, 2014, between FS Investment Corporation II, a Maryland corporation (together with its successors and permitted assigns, the “Lender”), and Schuylkill River LLC, a Delaware limited liability company (the “Borrower”).

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ESCROW AGREEMENT
Escrow Agreement • February 10th, 2012 • FS Investment Corp II • Missouri

This Escrow Agreement (this “Agreement”) made and entered into as of this 23rd day of January, 2012 by and among FS Investment Corporation II, a Maryland corporation (the “Corporation”), UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”), and FS² Capital Partners, LLC, a Delaware limited liability company (the “Dealer Manager”), for itself and for and on behalf of its selected dealers (the “Selected Dealers”).

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FS INVESTMENT CORPORATION II as Investment Manager AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT Dated as of May 29, 2015
Investment Management Agreement • June 4th, 2015 • FS Investment Corp II • New York

Amended and Restated INVESTMENT MANAGEMENT AGREEMENT, dated as of May 29, 2015 (this “Agreement”), between COOPER RIVER LLC, a Delaware limited liability company (the “Company”), and FS INVESTMENT CORPORATION II, a Maryland corporation (in such capacity, the “Investment Manager”). This Agreement amends and restates in its entirety the Investment Management Agreement, dated as of March 27, 2013, by and between the Company and the Investment Manager.

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SALE AND CONTRIBUTION AGREEMENT between FS INVESTMENT CORPORATION II, as Seller and DUNNING CREEK LLC, as Purchaser Dated as of May 14, 2014
Sale and Contribution Agreement • May 19th, 2014 • FS Investment Corp II • New York

This SALE AND CONTRIBUTION AGREEMENT, dated as of May 14, 2014 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between FS Investment Corporation II, a Maryland corporation, as seller (in such capacity, the “Seller”) and Dunning Creek LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).

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ADMINISTRATION AGREEMENT BETWEEN FS KKR CAPITAL CORP. II AND FS/KKR ADVISOR, LLC
Administration Agreement • December 18th, 2019 • FS Investment Corp II • New York

This Administration Agreement (this “Agreement”) is made this 18th day of December, 2019, by and between FS KKR CAPITAL CORP. II, a Maryland corporation (the “Company”), and FS/KKR ADVISOR, LLC, a Delaware limited liability company (the “Administrator”).

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SECURITY AGREEMENT dated as of May 14, 2014 between DUNNING CREEK LLC, as Borrower and DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent
Security Agreement • May 19th, 2014 • FS Investment Corp II • New York

This SECURITY AGREEMENT (this “Agreement”) dated as of May 14, 2014 between DUNNING CREEK LLC, as Borrower, and DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent.

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CUSTODIAL AGREEMENT
Custodial Agreement • May 19th, 2014 • FS Investment Corp II • New York

THIS CUSTODIAL AGREEMENT (the “Agreement”), dated as of May 14, 2014, by and among DUNNING CREEK LLC, a Delaware limited liability company (the “Borrower”), FS INVESTMENT CORPORATION II, a Maryland corporation (the “Manager”), DEUTSCHE BANK AG, NEW YORK BRANCH (the “Administrative Agent”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity but solely as custodian and securities intermediary (the “Custodian”).

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February 20, 2014 DARBY CREEK LLC, as Pledgor WELLS FARGO BANK, NATIONAL ASSOCIATION, as Secured Party and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Securities Intermediary SECURITIES ACCOUNT CONTROL AGREEMENT
Securities Account Control Agreement • February 25th, 2014 • FS Investment Corp II • New York

SECURITIES ACCOUNT CONTROL AGREEMENT (this “Agreement”), dated as of February 20, 2014, among DARBY CREEK LLC (the “Pledgor”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent on behalf of the Secured Parties (each as defined in the Loan Agreement referred to below) (in such capacity, the “Secured Party”) and as securities intermediary (in such capacity, the “Securities Intermediary”).

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TBMA/ISMA AMENDED AND RESTATED GLOBAL MASTER REPURCHASE AGREEMENT
Global Master Repurchase Agreement • April 26th, 2013 • FS Investment Corp II • England
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WISSAHICKON CREEK LLC as Company and FS INVESTMENT CORPORATION II as Collateral Manager COLLATERAL MANAGEMENT AGREEMENT Dated as of February 19, 2014
Collateral Management Agreement • February 25th, 2014 • FS Investment Corp II • New York

COLLATERAL MANAGEMENT AGREEMENT, dated as of February 19, 2014 (this “Agreement”), between WISSAHICKON CREEK LLC, a Delaware limited liability company (the “Company”), and FS INVESTMENT CORPORATION II, a Maryland corporation, as collateral manager (in such capacity, the “Collateral Manager”).

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Contract
Loan Agreement • March 28th, 2013 • FS Investment Corp II • New York

LOAN AGREEMENT dated as of March 27, 2013 (this Agreement) between COOPER RIVER LLC, a Delaware limited liability company (the Borrower), the financial institutions and other lenders from time to time party hereto as “Lenders” (the Lenders) and Citibank, N.A., a national banking association, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the Administrative Agent).

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COLLATERAL MANAGEMENT AGREEMENT
Collateral Management Agreement • October 30th, 2012 • FS Investment Corp II • New York

This Collateral Management Agreement, dated as of October 26, 2012 (the “Agreement”), is entered into by and between Lehigh River LLC, a Delaware limited liability company (together with successors and assigns permitted hereunder, the “Issuer”), and FS Investment Corporation II, a Maryland corporation (together with its successors and assigns, the “Collateral Manager”).

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COLLATERAL ADMINISTRATION AGREEMENT
Collateral Administration Agreement • October 30th, 2012 • FS Investment Corp II • New York

This COLLATERAL ADMINISTRATION AGREEMENT, dated as of October 26, 2012 (as the same may be amended from time to time in accordance with the terms hereof (this “Agreement”) is entered into by and among Lehigh River LLC, a limited liability company organized under the laws of the State of Delaware, as issuer (the “Issuer”), FS Investment Corporation II, a corporation organized under the laws of the State of Maryland, in its capacity as collateral manager under the Collateral Management Agreement referred to below (in such capacity, together with its successors in such capacity, the “Collateral Manager”) and Virtus Group, LP, a limited partnership organized under the laws of the State of Texas, as collateral administrator (the “Collateral Administrator”).

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Dated as of March 27, 2013 COOPER RIVER LLC, as Debtor CITIBANK, N.A., as Security Agent CITIBANK, N.A., as Intermediary VIRTUS GROUP, LP, as Collateral Administrator ACCOUNT CONTROL AGREEMENT
Account Control Agreement • March 28th, 2013 • FS Investment Corp II • New York

ACCOUNT CONTROL AGREEMENT, dated as of March 27, 2013 (this Agreement), between COOPER RIVER LLC, a Delaware limited liability company (the Debtor), Citibank, N.A., a national banking association, in its capacity as creditor and security agent for and on behalf of the Secured Parties (in such capacity, together with its successors in such capacity, the Security Agent) under the Security Agreement referred to below, Citibank, N.A., in its capacity as securities intermediary (the Intermediary), and Virtus Group, LP, a Texas limited partnership, in its capacity as collateral administrator (the Collateral Administrator, together with the Intermediary, the Collateral Parties).

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INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT BETWEEN FS INVESTMENT CORPORATION II AND FS/KKR ADVISOR, LLC
Services Agreement • April 9th, 2018 • FS Investment Corp II • New York

This Investment Advisory and Administrative Services Agreement (this “Agreement”) is made this 9th day of April, 2018, by and between FS INVESTMENT CORPORATION II, a Maryland corporation (the “Corporation”), and FS/KKR ADVISOR, LLC, a Delaware limited liability company (the “Adviser”).

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AMENDED AND RESTATED ACCOUNT CONTROL AGREEMENT
Account Control Agreement • June 4th, 2015 • FS Investment Corp II • New York

This Agreement amends, restates and supersedes that certain Account Control Agreement, dated as of March 27, 2013, between the Pledgor, Citibank Agency & Trust, as security agent and as intermediary, and Virtus Group, LP, as collateral administrator (as amended, restated or otherwise modified to date).

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COOPER RIVER LLC as Company and FS INVESTMENT CORPORATION II as Investment Manager INVESTMENT MANAGEMENT AGREEMENT Dated as of March 27, 2013
Investment Management Agreement • March 28th, 2013 • FS Investment Corp II • New York

INVESTMENT MANAGEMENT AGREEMENT, dated as of March 27, 2013 (this “Agreement”), between COOPER RIVER LLC, a Delaware limited liability company (the “Company”), and FS INVESTMENT CORPORATION II, a Maryland corporation (in such capacity, the “Investment Manager”).

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SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of August 9, 2018 among CORPORATE CAPITAL TRUST, INC., FS INVESTMENT CORPORATION, FS INVESTMENT CORPORATION II, and FS INVESTMENT CORPORATION III, as Borrowers, The LENDERS Party Hereto and JPMORGAN...
Senior Secured • August 14th, 2018 • FS Investment Corp II • New York

SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of August 9, 2018 (this “Agreement”), among CORPORATE CAPITAL TRUST, INC., FS INVESTMENT CORPORATION, FS INVESTMENT CORPORATION II, FS INVESTMENT CORPORATION III, each other Person designated as a “Borrower” hereunder pursuant to Section 9.19, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and ING CAPITAL LLC, as Collateral Agent.

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AMENDED AND RESTATED SALE AND CONTRIBUTION AGREEMENT between FS INVESTMENT CORPORATION II, as Seller and GREEN CREEK LLC, as Purchaser Dated as of December 15, 2014
Sale and Contribution Agreement • December 19th, 2014 • FS Investment Corp II • New York

This AMENDED AND RESTATED SALE AND CONTRIBUTION AGREEMENT, dated as of December 15, 2014 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between FS Investment Corporation II, a Maryland corporation, as seller (in such capacity together with successors and permitted assigns, the “Seller”) and Green Creek LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).

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AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT dated as of December 15, 2014 BY AND BETWEEN GREEN CREEK LLC, a Delaware limited liability company AND FS INVESTMENT CORPORATION II, a Maryland corporation
Investment Management Agreement • December 19th, 2014 • FS Investment Corp II • New York

This Amended and Restated Investment Management Agreement (the “Agreement”), dated as of December 15, 2014 is made by and between GREEN CREEK LLC (the “Company”), a Delaware limited liability company and FS INVESTMENT CORPORATION II (together with its successors and permitted assigns, the “Investment Manager”), a Maryland corporation. Unless otherwise specified, capitalized terms used but not otherwise defined in this Agreement shall have the meanings given to them in the Limited Liability Company Agreement of the Company dated as of November 5, 2014 (as the same may be amended from time to time, the “Operating Agreement”), or if not defined therein, shall have the meanings given to them in the Amended and Restated Sale and Contribution Agreement dated as of the date hereof by and among FS Investment Corporation II and Green Creek LLC (as the same may be amended from time to time, the “Sale and Contribution Agreement”), or if not defined therein, shall have the meanings given to them i

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Contract
Investment Management Agreement • July 3rd, 2012 • FS Investment Corp II • New York

INVESTMENT MANAGEMENT AGREEMENT, dated as of July 2, 2012 (this “Agreement”), between IC-II INVESTMENTS LLC, a Delaware limited liability company (the “Company”), and FS INVESTMENT CORPORATION II, a Maryland corporation (in such capacity, the “Investment Manager”).

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U.S. $250,000,000 LOAN AND SERVICING AGREEMENT Dated as of February 19, 2014 Among WISSAHICKON CREEK LLC, as the Borrower WELLS FARGO SECURITIES, LLC, as the Administrative Agent EACH OF THE CONDUIT LENDERS AND INSTITUTIONAL LENDERS FROM TIME TO TIME...
Loan and Servicing Agreement • February 25th, 2014 • FS Investment Corp II

THIS LOAN AND SERVICING AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “Agreement”) is made as of February 19, 2014, among:

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FS Investment Corporation II 8-K
Reimbursement Agreement • May 17th, 2013 • FS Investment Corp II • Delaware
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