SECURITY AGREEMENT Stocks, Bonds and Possessory Collateral DATE OF AGREEMENT 05/10/2004
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SECURITY
AGREEMENT Stocks, Bonds and Possessory Collateral
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DATE
OF AGREEMENT
05/10/2004
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DEBTOR
NAME AND ADDRESS
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PLEDGOR
NAME AND ADDRESS
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LENDER
NAME AND ADDRESS
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SBL
Corporation
▇.▇.
▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
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▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇ 1992 Trust
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The
Bank Of The West
Oklahoma
City Branch
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▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
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▇.
▇▇▇▇▇
OF SECURITY INTEREST. For value received, the Undersigned whether one or
more
(hereinafter individually referred to as “Debtor” or “Pledgor” as their
capacities are above set forth) hereby grants to Lender named above a security
interest in the property described in Paragraph II, which property is
hereinafter referred to collectively as “Collateral.” This security interest is
given to secure all the obligations of the Debtor and of the Pledgor to lender
as more fully set forth in Paragraphs III and IV hereof. If the Collateral
includes a certificate of deposit maintained with Lender, Lender may place
a
hold on such certificate(s) of deposit.
For
purposes of this Agreement, any term used in the Uniform Commercial Code,
as
adopted and revised from time to time in the State of Oklahoma (“UCC”), and not
defined in this Agreement has the meaning given to the term in the UCC. Debtor’s
location (if other than the address reflected above is in the state of
_______________.
II.
COLLATERAL. The Collateral includes: (A) All specifically described Collateral;
(B) All proceeds of Collateral; and (C) Other property as indicated
below.
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(A)
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SPECIFICALLY
DESCRIBED COLLATERAL
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See
Attached Exhibit “A”
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(B)
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ALL
PROCEEDS of the specifically described Collateral regardless of
kind,
character or form (including, but not limited to, renewals, extensions,
redeposits, reissues or any other changes in form of the rights
represented thereby), together with any stock rights, rights to
subscribe,
liquidating dividends, stock dividends, dividends paid in stock
or other
property, new securities, or any other property to which Undersigned
may
hereafter become entitled to receive by reason of the specifically
described Collateral; and in the event Undersigned receives any
such
property, Undersigned agrees immediately to deliver same to Lender
to be
held by Lender in the same manner as Collateral specifically described
above.
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(C)
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OTHER
PROPERTY which shall be deemed Collateral shall include all dividends
and
interest paid in cash on the Collateral, provided, however, that
Lender at
its option may permit such dividends and/or interest to be received
and
retained by Undersigned, but provided further, that Lender may
at any time
terminate such permission. Collateral shall further include without
limitation, all money, funds, or property owned by Undersigned
which is
now or which hereafter may be possessed or controlled by Lender
whether by
pledge, deposit or otherwise.
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III.
OBLIGATIONS SECURED BY THIS AGREEMENT. The security interest herein granted
is
given to secure all of the obligations of Debtor or Pledgor to Lender including:
(a) The performance of all of the agreements, covenants and warranties of
the
Debtor or Pledgor as set forth in any agreement between Debtor or Pledgor
and
Lender; (b) All liabilities of Debtor or Pledgor to Lender of every kind
and
description including: (1) all future advances, (2) both direct and indirect
liabilities, (3) liabilities due or to become due and whether absolute or
contingent, and (4) liabilities now existing or hereafter arising and however
evidenced; (c) All extensions and renewals of liabilities of Debtor or Pledgor
to Lender for any term or terms to which Undersigned hereby consents; (d)
All
interest due or to become due on the liabilities of Debtor or Pledgor to
Lender;
(e) All expenditures by Lender involving the performance of or enforcement
of
any agreement, covenant or warranty provided for by this or any other agreement
between the parties; and (f) All costs, attorney fees, and other expenditures
of
Lender in the collection and enforcement of any obligation or liability of
Debtor or Pledgor to Lender and in the collection and enforcement of or
realization upon any of the Collateral.
IV.
FUTURE ADVANCES. It is specifically agreed that the obligations of Debtor
and
Pledgor secured by this Agreement include all future advances by Lender to
Debtor as set forth in Paragraph III above.
V.
ADDITIONAL PROVISIONS. The Undersigned agrees to the Additional Provisions
set
forth on page two hereof, the same being incorporated herein by
reference.
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RECEIPT
FOR COLLATERAL
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SIGNATURE(S)
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By: /s/
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇, Loan Operator
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By: /s/
▇▇▇▇▇ ▇▇▇▇▇ Shear
▇▇▇▇▇
▇▇▇▇▇ Shear, Trustee
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Form
0406764 FCHAR12052000120235P (C)
Copyright 7/97 American Bank Systems
ADDITIONAL
PROVISIONS
UNDERSIGNED
EXPRESSLY WARRANTS, COVENANTS AND AGREES:
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DEBTOR
NAME AND ADDRESS
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1. Financial
Information.
All loan applications, balance sheets, earnings statements, other
financial information and other representations which have been
or may
hereafter be, furnished Lender to induce it to enter into or continue
a
financial transaction with Borrower fairly represent the financial
condition of Borrower as of the date and for the period shown therein,
and
all other information, reports, documents, papers and data furnished
to
Lender are or shall be, at the time furnished, accurate and correct
in all
material respects and complete insofar as completeness may be necessary
to
give Lender a true and accurate knowledge of the subject matter.
There has
been no material change in the financial condition of Borrower
since the
effective date of the last furnished financial information which
has not
been reported to Lender in writing. (The provisions of this paragraph
do
not apply to Debtors who are different parties from
Borrower.)
2. Furnishing
of Information on Collateral.
Undersigned will furnish Lender information adequate to identify
with
accuracy all Collateral in a form and substance and at times as
may be
requested by Lender. Undersigned will also upon request deliver
to Lender
true copies of purchase orders, shipping and delivery receipts
and
invoices evidencing and describing the Collateral. Debtor will
execute
such documents as Lender may from time to time require to enable
Lender to
perfect the security interest granted hereby and to receive proceeds
of
and distributions from or interests in the Collateral.
3. Adequacy
of Collateral.
After written notice of such fact and within the time specified
in such
notice, Debtor agrees to deliver to Lender additional collateral
satisfactory to Lender, if Lender in its sole discretion determines
that
the Collateral is inadequate to secure the obligations of Borrower
to
Lender covered by this Agreement or the Lender deems itself otherwise
insecure.
4. Debtor’s
Name and Location.
Debtor’s exact legal name is as set forth on the reverse side of this
Agreement. If Debtor is an individual, Debtor’s principal residence is at
Debtor’s address as set forth herein. If Debtor is an entity other than
an
individual, Debtor’s location (i.e., place of business, chief executive
office or state of organization, as the case may be) is in the
state
reflected for Debtor’s address or as otherwise set forth on the reverse
side of this Agreement. Until the Indebtedness is paid in full,
Debtor
agrees that it will not change its location (for example, its state
of
incorporation, or its legal name without providing Lender 30 days
prior
written notice.
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5. Control.
Debtor will cooperate with Lender in obtaining control with respect
to
Collateral consisting of: deposit accounts; investment property;
letter-of-credit rights; electronic chattel paper.
6. Possession.
Debtor shall have possession of the Collateral, except where expressly
otherwise provided in this Agreement or where Lender chooses to
perfect
its security interest by possession in addition to the filing of
a
financing statement. Where Collateral is in the possession of a
third
party, Debtor will join with Lender in notifying the third party
of
Lender’s security interest and obtaining an acknowledgement from the third
party that it is holding the Collateral for the benefit of
Lender.
7. Taxes.
Undersigned shall promptly pay any and all taxes, assessments and
license
fees with respect to the Collateral or the use of the
Collateral.
8. Sale,
Lease or Disposition of Collateral Prohibited.
Undersigned shall not sell, transfer, exchange, lease or otherwise
dispose
of the Collateral or any part thereof or the Undersigned’s rights therein
without first obtaining the prior written consent of Lender. The
consent
of Lender may be conditioned upon any requirements which lender
deems to
be for its protection; and, it is understood and agreed that such
consent
will not be deemed to be effective unless and until such requirements
and
conditions have been fulfilled.
9. Financing
Statement.
No Financing Statement covering Collateral is on file in any public
office. Undersigned agrees to join with Lender in executing one
or more
Financing Statements, or other instrument of encumbrance, in form
satisfactory to Lender, in order to perfect, or to continue perfection
of,
the security interest of Lender which may arise hereunder.
10. Adequate
Insurance.
Undersigned at own expense, if required by Lender, shall insure
Collateral
with companies acceptable to Lender against such casualties and
in such
amounts as prudent and adequate to protect Lender or as Lender
shall
require. All insurance policies shall be written for benefit of
Undersigned and Lender as their interests appear and such policies
or
certified copies thereof evidencing same shall be furnished to
Lender
within ten days of date of this agreement. All policies of insurance
shall
provide for at least ten days prior written notice of cancellation
to
Lender. Lender may act as attorney for Undersigned in the procuring
of
insurance, in making, adjusting, and settling claims under or cancelling
such insurance and in endorsing Undersigned’s name on any drafts or checks
drawn by insurers of Collateral.
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EVENTS
OF DEFAULT
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Debtor
shall be in default under this Agreement upon the happening of
any of the
following events or conditions, herein called “Events of
Default”:
1. Any
warranty, covenant, agreement, representation, financial information
or
statement made or furnished to Lender by or in behalf of Borrower
or
Debtor to induce Lender to enter into this Agreement, or in conjunction
therewith, is violated or proves to have been false in any material
respect when made or furnished.
2. Any
payment required hereunder or under any note or obligation of Borrower
or
Debtor to this Lender or to others is not made when due or in accordance
with terms of the applicable contract.
3. Borrower
or Debtor defaults in the performance of any covenant, obligation,
warranty or provision contained in any Loan Agreement or in any
other note
or obligation of Borrower or Debtor to Lender or to others.
4. The
occurrence of any event or condition which results in acceleration
of the
maturity of any obligation of Borrower or Debtor to Lender to others
under
any note, indenture, agreement or undertaking.
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5. Loss,
theft, substantial damage to or destruction of Collateral.
6. The
making of any levy against or seizure, garnishment or attachment
of any
Collateral, the consensual encumbrance thereof, or the sale, lease
or
other disposition of Collateral without the prior written consent
of
Lender as required elsewhere in this Agreement.
7. When
the judgment of Lender the Collateral becomes unsatisfactory or
insufficient in character or value, and upon request Borrower fails
to
provide additional Collateral as required by Lender.
8. Any
time Lender in its sole discretion believes the prospect of payment
or
performance of any liability, covenant, warranty or obligation
of Borrower
or Debtor is impaired.
9. The
death, dissolution, termination of existence or insolvency of Borrower
or
Debtor, the appointment of a receiver over any part of Borrower’s or
Debtor’s property or any part of the Collateral, as assignment for the
benefit of creditors or the commencement of any proceeding under
any
bankruptcy or insolvency law by or against Borrower or Debtor or
any
guarantor or surety for Borrower or Debtor.
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REMEDIES
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Upon
the occurrence of an Event of Default, and at any time thereafter,
Lender
may at its option and without notice or demand to Borrower or Debtor
except as otherwise provided by law, exercise any and all rights
and
remedies provided by the U.C.C., as well as all other rights and
remedies
possesses by Lender, including, but not limited to:
1. Declare
all liabilities secured hereby immediately due and payable, and/or
proceed
to enforce payment and performance of all liabilities secured
hereby.
2. Require
Debtor to assemble Collateral or evidence thereof and make it available
to
Lender at any place designated by Lender which is reasonably convenient
to
both parties.
3. Repossess
the Collateral, and for the purpose Lender is hereby granted authority
to
enter into and upon any premises on which Collateral or any part
may be
situated, and remove it as a part of such repossession.
4. Possess
all books and records evidencing or pertaining to the Collateral,
and for
this purpose Lender is hereby given authority to enter into and
upon any
premises at which such books and records or any part of them may
be
situated, and to remove them.
5. Apply
that portion of the Collateral consisting of cash or cash equivalent
items
such as checks, drafts or deposited funds against any liabilities
of
Borrower selected by Lender, and for this purpose Debtor agrees
that cash
or equivalents will be considered identical to cash proceeds. Lender
shall
have the right immediately and without further action by it to
set all
against the liabilities secured hereby all money owed by Lender
to
Borrower, whether due or not due, and Lender shall be deemed to
have
exercised such right to set off and to have made a charge against
such
money at the time of any acceleration upon default even though
such
charges made are entered on the Lender’s books subsequent
thereto.
6. Transfer
any of the Collateral or evidence thereof into its own name or
that of a
nominee and receive the proceeds therefrom and hold the same as
security
for the liabilities of
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Borrower
to Lender or apply it on or against any such liability. Lender
may also
demand, collect, receipt for, settle, compromise, adjust, ▇▇▇ for,
foreclose, release or realize upon Collateral in its own name or
in the
name of the Debtor as Lender may determine.
7. Sell
or otherwise dispose of the Collateral. Unless Collateral in hole
or part
is perishable or threatens to decline speedily in value or is of
a type
customarily sold on a recognized market, Lender will give Borrower
and
Debtor reasonable notice, as required by law, of the time and place
of any
public sale, or of the time after which any private sale or other
disposition is to be made. Any requirement of notice shall be met
if
notice is mailed, postage prepaid, to the address provided for
herein at
least ten days before sale or other disposition or action. Lender
shall be
entitled to, and Undersigned shall be liable for, all reasonable
costs and
expenditures incurred in realizing on its security interest, including
without limitation, court costs, fees for replevin bonds, storage,
repossession costs, repair and preparation costs for sale, selling
costs
and reasonable attorneys’ fees as set forth in any promissory note. All
such costs shall be secured by the Security interest in the Collateral
covered herein.
8. Lender
shall not be liable for failure to collect any account, enforce
any
contract right, or for any other act or omission on the part of
Lender,
its officers, agents or employees, except as the same constitutes
a lack
of good faith or failure to act in a commercially reasonable manner.
Lender shall have acted in a commercially reasonable manner if
its action
or non-action is consistent with the general usage of lenders in
the area
of Lender’s location at the time the action or non-action occurs, but this
standard shall not constitute disapproval of any procedures which
may be
otherwise reasonable under the circumstances nor require Lender
to take
necessary steps to preserve rights against prior parties in an
instrument
or chattel paper.
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GENERAL
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1. Expenditures
of Lender.
At its option and after any written notice to Undersigned required
by law,
which Undersigned hereby agrees is sufficient if mailed, postage
prepaid,
to the address of Undersigned provided for herein at least ten
days before
the commencement of the performance of the duties specified therein,
it is
agreed Lender may discharge taxes, liens, security interests or
other
encumbrances on the Collateral and may pay for the repair of any
damage to
the Collateral, for the maintenance and preservation thereof and
for
insurance thereon. Undersigned shall be liable for and agrees to
pay
Lender for all expenditures of Lender for taxes on Collateral,
for the
discharge of liens, security interests or other encumbrances on
the
Collateral, for the repair of any damage to Collateral, and for
all costs,
attorneys’ fees and other disbursements of Lender in connection with the
foregoing. Undersigned agrees promptly to reimburse Lender for
all such
expenditures and until such reimbursement the amounts of such expenditures
shall be considered a liability of Undersigned to Lender which
is secured
by this Agreement. In addition, Undersigned shall be liable for
and agrees
to pay Lender for all costs, attorneys’ fees and other disbursements of
Lender as allowed by law or provided for herein in the enforcement
or
collection of any note, warranty or liability of Undersigned to
Lender, or
in the realization upon or the enforcement or collection of any
account
receivable, contract right, promissory note, chattel paper, instrument,
document or other Collateral in which Lender has a security interest.
Undersigned agrees to reimburse Lender for all such expenditures,
and
until such reimbursement the amount of such expenditures shall
be
considered a liability of Undersigned to lender which is secured
by this
Agreement.
2. Right
of Offset.
Any property, tangible or intangible of Undersigned in possession
of
Lender at any time during the term hereof, or any indebtedness
due from
Lender to Undersigned and any deposit or credit balances due from
Lender
to Undersigned, or any of the foregoing of any party hereto, is
pledged to
secure payments hereof and may at any time while the whole or any
part of
Undersigned’s indebtedness to Lender remains unpaid, whether before or
after maturity thereof, be appropriated, held or applied toward
the
payment of any obligation of Undersigned to Lender.
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4. Waivers.
No act, delay or omission, including Lender’s waiver of remedy because of
any default hereunder, shall constitute a waiver of any of the
Lender’s
rights and remedies under this agreement between the parties. All
rights
and remedies of Lender are cumulative and may be exercised singularly
or
concurrently, and the exercise of any one or more remedy will not
be a
waiver of any other. No waiver, change, modification or discharge
of any
of Lender’s rights or of Undersigned’s duties as so specified or allowed
will be effective unless in writing and signed by a duly authorized
officer of Lender, and any such waiver will not be a bar to the
exercise
of any right or remedy on any subsequent default, Undersigned hereby
waives: (a) all demands and notices of any action taken by Lender
under
this Agreement or any other agreement between the parties or in
connection
with any notes; (b) any indulgence Agreement or any other of Lender;
and
(c) any substitution for, exchange of, or release of all or any
part of
the Collateral or of other collateral securing obligations of Borrower
to
Lender. Undersigned also consents to the addition or release of
person
liable on any obligation of Borrower to Lender.
5. Agreement
Binding on Assigns.
This Agreement shall insure to the benefit of the successors and
assigns
of Lender and shall be binding upon the heirs, executors, administrators,
successors and assigns of Undersigned.
6. Rights
of Lender Assignable.
Lender at any time and at its option may pledge, transfer or assign
its
rights under this Agreement in whole or in part, and any pledge,
transferee or assignee shall have all the rights of Lender as to
the
rights or parts thereof so pledged, transferred or assigned. The
rights of
the Undersigned hereunder may not be assigned.
7. Joint
and Several Responsibility of Debtor.
If more than one Undersigned executes this Agreement, their responsibility
hereunder shall be joint and several and the reference to Undersigned
herein shall be deemed to refer to each Undersigned signing this
Agreement.
8. Severability
of Provisions.
If any provision of this Agreement shall for any reason be held
to be
invalid or unenforceable, such invalidity or unenforceability shall
not
affect any other provision hereof, and this Agreement shall be
construed
as if such invalid or unenforceable provision had never been contained
herein.
9. Copies.
A carbon, photographic, or other reproduction of this Security
Agreement
or of any financing statement prepared or filed with respect hereto
is
sufficient as a financing statement.
10. Notice
of Name Change, etc.
Undersigned will immediately notify Lender of any change in his,
her, or
their name, identity, or organizational or corporate
structure.
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EXHIBIT
“A”
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Cert.
#OKS11992
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3,600
|
shares
|
February
10, 2004
|
|
Cert.
#OKS11228
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4,000
|
shares
|
December
20, 1996
|
|
Cert.
#OKS7683
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3,000
|
shares
|
December
28, 1994
|
|
Cert.
#OKS3440
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28,570
|
shares
|
December
31, 1992
|
|
Cert.
#OKS3509
|
1,425
|
shares
|
December
31, 1992
|
|
Cert.
#OKS3510
|
1,425
|
shares
|
December
31, 1992
|
|
Cert.
#OKS3511
|
28,570
|
shares
|
December
31, 1992
|
|
Cert.
#OKS3527
|
1,425
|
shares
|
December
31, 1992
|
|
Cert.
#OKS3539
|
1,425
|
shares
|
December
31, 1992
|
|
Cert.
#OKS10860
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5,000
|
shares
|
December
16, 1995
|
|
Cert.
#OKS11460
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5,000
|
shares
|
December
31, 1975
|
|
Cert.
#OKS12022
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3,600
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shares
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April
22, 2004
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Total
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______
87,040
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