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Exhibit 10.136.1 Certain confidential information in this Exhibit 10.136.1 was omitted and filed separately with the Securities and Exchange Commission with a request for confidential treatment by Inter Parfums, Inc.
COMMERCIAL LEASE
Subject to the Articles L 145.1 through L 145.60 of the New Commercial law and to the decree of September 30, 1953
BY AND BETWEEN THE UNDERSIGNED
Real Estate Company at 4/6 Rond-Point des Champs Elysees,
Represented by DAUCHEZ PROPERTY ADMINISTRATORS, Inc. the headquarters of which is located at 132 Haussman Boulevard, 75008, Paris, holder of Business License No. G 989, insured by the Insurance Corporation, SOCAMAB ASSURANCES, which is represented by Mr. Jean-Claude SAUNIER. Hereinafter "the lessor", party of the first part, AND
The INTER PARFUMS Company, a Corporation with capital of 40.171.620.00 Euros, the headquarters of which are located at 4/6 Rond-point des Champs Elysees, 75008 PARIS, registered under the Commerce and Companies Registry of Paris under the number B 350 219 382, and represented for the purposes of these presents by its Delegate General Director, Mr. Philippe SANTI
hereinafter "the Lessee",
party of the second part,
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SPECIAL CONDITIONS
WHICH HEREBY AGREE TO THE FOLLOWING:
The Lessor, gives to rent to the Lessee, who accepts, the locations indicated hereafter belonging to a building located at 4/6 Rond Point des Champs Elysées – Paris 75008.
1. DESIGNATION
Within a building located at 4/6 Rond Point des Champs Elysées 75008 Paris:
A commercial locale for office use, located on the 6 th floor with a surface area of 60.30 square meters approximately, as the aforementioned locales are shown in the attached plan.
Furthermore, as far as the extra space which these places offer, it shall be understood, the aforementioned property is leased as seen / "as is", with no exceptions nor reserve and without it being necessary to make of it here a fuller designation, the Lessee does hereby state he has seen them and visited the at his leisure and of which he shall have a detailed accounting drawn up, by the Lessee’s architect, including all costs which shall be at the expense of the Lessee, within one month following the completion of any remodeling work on the buildings.
It is hereby specified that any error in designation above shall justify neither reduction nor increase in the rent, the parties shall accept the Property as is and in its present condition.
2. DURATION
This lease, which shall commence retroactively on JULY 15, 2008, is authorized for a duration of seventeen days, two months and three, six, or nine years, and shall expire on SEPTEMBER 30, 2011, SEPTEMBER 30, 2014, or SEPTEMBER 30, 2017, which date shall be the sole choice and responsibility to be undertaken by the Lessee and if the Lessee wishes to change the expiration from the first or the second three year period, he must give six months notice.
Any notice shall imply an extrajudicial act. 3. PRICE
3.1 The present location is granted and accepted through an principal annual rental amount of [———————————————————] 1 Euros), as well as the applicable VAT, that the Lessee commits to pay to the Lessor or his agent, at the domicile of the latter, quarterly, in other words, four ordinary times a year, the first day of each quarter, every three months, until the expiration of tenancy, in advance.
3.2 The aforementioned rent will be automatically reviewed on the first of October every year in accordance with the fluctuation in index of the cost to construct a building as is published by the National Institute of the Statistics and the Economic Surveys (l'Institut National des Statistiques et des Études Économiques - INSEE) for the first quarter of each year. The first review shall intervene for the first time on the first of October, 2009 on the basis of the fluctuation between the index of the first quarter 2008, which is 1497, and that which will be published for the first quarter of 2009, and in the future on the basis of index of the first quarter of each year.
1 Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.136.1.1.
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3.3.1 In addition to the rental amount set above, the Lessee shall pay to the Lessor, at the same time as each rent is paid, the amount due for the various services and supplies to which the owners have the right to recover from their tenants, that is to say, his share of:
• Property tax and household garbage tax shall be called for once a year and are calculated pro rata on the number of days present. It is not included in the provisions for expenditures. • Cost of maintenance, security salaries, and additional charges; • cold water charges; (for consumption and meter charges); • Cost of central heating of the building (fuel, payments, and routine maintenance); • Operational cost (electricity, payments, and routine maintenance, lighting for the common areas); • expenditures related to the elevator which serves the different floors (electricity, payments, and routine maintenance);
• Its potential quota of the tax on the removal of the industrial and commercial waste. [sic]
3.3.2 Proportions of the Distribution of Charges
It is hereby specified that modifications to the distribution proportions be made contractually, judicially, or legally.
3.3.3 The payment of these charges shall be paid on a quarterly basis in the amount of THREE HUNDRED AND EIGHTY EUROS (380.00 Euros), the final amount being established at the end of the fiscal year. It is hereby specified that the rent and the charges shall be adjusted quarterly, by automatic deduction.
3.4 Any delay in payment of the amounts due, as well the rent payment itself and the additional charges will cause a late fee reminder to be issued. The Lessee shall be wholly responsible for payment of these charges, to wit: for the first reminder: 10 Euros including tax, for the second reminder: 20 Euros including tax.
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4. SECURITY DEPOSIT
Moreover, upon signing the present contract, the Lessee shall provide as deposit, the amount of [———————————————] 2 (Euros) which is equivalent to [———————————————] 3 months of rent, excluding tax.
With each revision of the rent, this deposit will be readjusted so that it always is equivalent to [———————————————] 4 months of rent.
The aforementioned amount shall be reimbursed to the Lessee after removal and handing-over of the keys, after deductions are made for rent and tenant's repairs or all other amounts that may be due for payment by the Lessee to the Lessor, or any other amounts for which the Lessee may be responsible. Interest of benefit to the Lessee, shall not be earned upon this amount in any case whatsoever.
5. DEDUCTIONS FROM RENT
A franchise of [———————————————] 5 Euros is accorded to the Lessee, which is equivalent to [———————————————] 6 months rent, in order to allow the Lessee to remodel the offices from their present state, (as indicated in the inventory), at the time the Lessee takes possession of the property.
The Lessee expressly commits to provide the Lessor, at the time of signature of the lease, with a detailed and itemized description of the work to be carried out and for which the deduction shall be made. This description shall be annexed to the present lease.
Moreover, the Lessee expressly commits to provide the Lessor with certified copies of the invoices for the work carried out, after the construction has concluded.
Moreover, the Lessee expressly commits to execute the work that is the object of this deduction, in compliance with applicable regulations (and in particular shall provide owner construction insurance, plus a coordinator to insure safety and protection of health) at his own expense and under direction of the Lessor's architect, whose fees shall be the responsibility of the Lessee.
Consequently, the first rent period shall be payable on NOVEMBER 15, 2008.
Lastly, the Lessee does hereby commit, as of the effective date of the lease, to release the Lessor from any responsibility related to the construction for which this deduction shall be taken.
2 Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.136.1.2. 3 Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.136.1.3. 4 Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.136.1.4. 5 Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.136.1.5. 6 Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.136.1.6.
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6. ENVIRONMENTAL DISPOSITIONS ARTICLE L 125-5 OF THE ENVIRONMENTAL CODE
The leased locales and the property units are situated in the community of PARIS. THE LESSOR declares that to his knowledge, the property which is the object of these presents is located in an area that:
The state of natural and technological disasters as well as the prefectural decree dated February 14, 2006, and the file annexed to the decree, are attached to these presents and are stamped.
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The LESSOR declares however, that to his knowledge, within the timeframe that he has been the property owner, the leased locales and the property units have not been the object of damages under the protection of articles L 125-2 or L 128-2 of the Insurance Code. Also, to his knowledge, it was the same before his acquisition.
7. RESOLUTORY CLAUSE
It is expressly agreed that:
8.1 If any payment is in default within a single rent term, charges, taxes and services, in its agreed upon payment amount, such as in a case of infringement or non-fulfillment of one of the General or Special Conditions outlined in the lease agreement, one month after notice is served and if the appropriate response does not take place, after notification of a summons by registered letter with acknowledgement of receipt and despite all later offers to pay or execute, the present lease shall be automatically cancelled, in whatever way appears satisfactory to the Lessor, with no need for any legal formality other than a simple ordinance of summary procedure issued by the President of the Supreme Court pronouncing expulsion, the aforementioned ordinance shall fulfill the purpose of assuring its enforcement, not to issue the cancellation which takes place automatically if the Lessor deems it necessary.
8.2 In the event that a cancellation takes place as outlined in the first paragraph of this Resolutory Clause, the amount paid to the Lessor as a deposit shall be appropriated by him to serve as compensation, without prejudice to all expenses and damages/interest incurred.
8.3 In the event of non-payment of any amount due at its term or of failure to comply with any of the General or Special Conditions provided for in the lease and with the first service by a bailiff, in addition, the Lessee will automatically be required to pay all other charges of recovery including the entire amount owed to the bailiff, a penalty equal to 10% (ten percent) of the amount of the sum owed to cover all damages to the Lessor caused by the delay in payment and the expenses, due diligence and fees incurred in the recovery efforts for this amount. This penalty is added to the legally incurred interest due once the decree is issued.
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GENERAL CONDITIONS
This lease is authorized and accepted under the ordinary burden of law, according to the use of the locales, and moreover, in the following conditions the Lessee commits to carry out or support under penalty of cancellation, with no right to claim any compensation nor reduction in rent, neither any recourse against the Lessor nor against his insurer.
The Lessee shall take possession of the locales rented in the state they are currently in, and shall not require that the Lessor make any changes to its state nor any repairs whatsoever, the structural work of the walls and floors shall be the only obligation borne by the Lessor.
Since no request may be made for other doors or locks than those currently existing, the Lessee shall relinquish all recourse against the Lessor and against his insurer, in the event of robbery or burglary in the leased locales.
Effect the final removal of blinds or shutters, at the option of the Lessor, without compensation.
Objects, machines, etc., that are susceptible to water damage, must not be placed under the frames, window panes, windows or ceilings made of glazed reinforced concrete, if in existence, the Lessor denies any responsibility in the event that damage occurs resulting from a force of nature in this way, since sealing is not guaranteed to be waterproof.
Maintain the locales rented, during the entire lease period, in good condition through repairs made by the tenant, and to perform, consequently, and to carry out at his own expenses, all electrical repairs, repairs of locks, iron work, furnaces, pluming, central heating, carpentry, painting, windows and shutters, etc., in other words, all work necessary to keep the locales functional, as well as making all replacements, be they total or partial. Only the structural work of walls and floors shall be the responsibility of the Lessor (in the sense set forth by article 606 of the Civil Code).
The Lessee shall personally carry out, after having sought prior authorization from the Lessor, and at his sole expense, all repairs, remodeling or additions required by an administrative authority or legislative or regulatory disposition in order to continue the Lessee’s activities or for any other cause included a case of Force Majeure.
The Lessee shall maintain in good condition the entirety of the various locales rented, and in particular, the frontage and doorways, which should be painted as often as is necessary and at least once every three years. Consequently, the Lessor shall not be held responsible for large repairs, as set forth in article 606 of the Civil Code, the exception to which shall only be as provided for above, from work required for the continuation of the Lessee's activities.
Return the locales rented at the end of the lease, in the same state, (as shown by the inventory drawn up at the time possession was taken of the locales) as at the beginning of the lease.
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Consequently, the Lessee should carry out all repairs, both large and small, without distinction, with the exception of those mentioned by Article 606 of the Civil Code, in such a way that the locales are restored at the end of the lease to a good state of repair and maintenance.
At the expiration of the lease, another inventory shall be drawn up indicating the tenant's repairs, which may be owed by the Lessee. The aforementioned Lessee shall pay the amount.
Without the express and written consent of the Lessor, the Lessee shall not make any changes to the layout of the rented locales, in particular concerning the apportionment of the different areas of the rented locales.
The Lessee shall not make any change, installation, demolition, holes in walls, partitions, floors, nor sealing without the express and written consent of the Lessor.
No work shall be performed, unless authorized by the Lessor, after which approval and under the direction of the Lessor's architect; the Lessee shall pay the fees.
To leave to the end of the lease, if the Lessor is in agreement, without compensation, all changes and work thus accomplished.
No ventilation or air conditioning equipment may be installed without prior express authorization in writing from the Lessor. This work, if authorized, shall be carried out as set forth in subparagraph three of this clause. The Lessee agrees that upon his departure, at the discretion of the Lessee, he will either leave said installations in a good operational state, or will remove them and replace the windows in which they were installed.
All decorations, embellishments, cabinets mounted on walls, gas, water, electrical connections, that the Lessee might install and, in general, all fixed installations and embellishments, shall also be left in place, unless the Lessor prefers that the locales not be remodeled, (which shall be made at the expense of the Lessee and without compensation), but in their original state.
The floors should not be overloaded in the rented locales, without completing reinforcement by means of measures recommended by the Lessor's architect, under whose orders this work must be carried out, at the expense of the Lessee.
The Lessee must also notify the Lessor beforehand any work on projects so that the architect of the Lessor may verify that the work to be carried out does not violate the integrity of the building nor the structural work. Upon the departure of the Lessee, the Lessor reserves the right to require that the locales be returned to their original state, the cost of which shall be of the Lessee exclusively.
The cost of a possible modification to the rented locales must be covered as required by the administration, even if this requirement were unforeseeable and essential, as a consequence of an event of force majeure.
Finally, during the course of this lease and of any possible renewals of same, the parties expressly agree that the work force shall be treated in compliance with that which may be required by the administrative authorities, whether it be in the category of health and safety on-the-job or regulations covering establishments that receive the public, all of which must be carried out by the Lessee and at their exclusive expense.
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Accept, without compensation, or reduction in rent, any work which the Lessor may consider necessary to perform in the rented locales, or in the building where they are located, the duration of which would exceed forty days
The Lessor reserves the right, without prejudice to the requirement in Article 1723 of the Civil Code, to make any modifications which he deems appropriate, to the exterior appearance as well as to the inside of the building where the locales are to be found, excluding the other locales that are at present rented.
Permit access to the rented locales, if need be, in order to perform cleaning of the doorways, court yards, inspections of the elevator counterweights or other work necessary to maintain good functionality in the building itself and in the operation of all machinery.
Accept, without receiving any compensation, or reduction in rent, all work which the Lessor considers necessary or that is forced to perform, such as any nearby construction or demolition, all blocked access, court yards or days of inconvenience.
Allow that all necessary wiring cross through their cellars.
File without delay, together with the cost, all formwork, decoration, installations or removal of same, to be performed that may prove useful for research and repair in the event of leakages of any kind, or of cracks in smoke or ventilation channels, especially after a fire or smoke damage from a fire, and in general for the performance of the task.
If work proves to be necessary on all the piping, the Lessor reserves the right to replace buried wiring with visible wiring.
In the event of work, construction, sale of the building in part or in full, the Lessor may modify the layout of the cellars and proceed to exchange buildings.
Permit the Lessor, his architect and their representatives to enter the rented places whenever they consider it useful; the latter shall make sure to notify the Lessee 48 hours in advance (except in the case of emergencies).
No compensation nor reduction in rent may be required by the Lessee of the Lessor if, throughout the duration of this lease, the building in which the currently rented locales are found, come to be demolished in part or in full as a result of cutbacks, recession, or expropriation for use by the public sector, with the exception of course, of the tenant's recourse against the parties to the expropriation.
Make sure the locales rented are continually decorated with furniture, goods, and furnishings in sufficient quantity and worth to answer for the payment of the rent and for payment of fees and other conditions of the lease.
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The Lessee shall make sure that the rented locales maintain constant commercial activity, and shall not cease, under any pretext (except for being closed for normal activities such as paid leave), even temporarily, to use the locales for the purpose indicated below.
Any relocation before the scheduled time is prohibited the Lessee, who, in all the cases, shall only be permitted to vacate the locales rented after all obligations set forth in the present Contract have been fulfilled.
8. Insurances: 8. 1 ~ Goods that are Property of the Lessee
The Lessee shall insure and maintain insured for entire duration of the lease against fire hazards, explosion, water damage, destruction, all furniture, furnishings, materials and in a general way, all of its property inside the locales, including improvements, relinquishing any recourse against the Lessor for the possibility that the furniture, furnishings, materials, improvements or other items might become damaged partially or completely.
The Lessee commits to require that his insurer make the same waiver of recourse against the Lessor.
8.2 ~ Vis-a-Vis Third Parties
The Lessee shall also ensure that third parties have no recourse, also relinquishing any recourse against the Lessor in the event that goods belonging to a third party are partially or completely damaged or if they must temporarily or completely interrupt activity.
The Lessee commits to require that his insurer make this same waiver of recourse against the Lessor.
8.3 ~ Goods that are Property of the Lessor
The Lessor shall insure the building and all the elements of equipment or other fixtures and fittings against the hazards of fire, explosion, water damage, partial or total destruction due to any cause that may be, for the amount necessary to rebuild anew.
The Lessor, in the event of a disaster, shall waive all recourse against the Lessee, and commits to require that his insurer make the same waiver of recourse against the Lessee.
The Lessee shall fully reimburse the Lessor for all additional premiums required, due to activities performed, and commits moreover to notify the Lessor of all fixtures and fittings he has installed, apart from pledging responsibility with respect to the Lessor and in the event of a disaster, to make reparations for the damage undergone by the Lessor in the event the guarantee is insufficient.
Since the premiums would be established as a guarantee for the totality of the building, with the exception of the additional premium required due to the activities performed, the total cost of which shall be the responsibility of the lessee, the quota due from the Lessee shall be as stated in the particular conditions of Article 3.3.2, “Proportions of the Distribution of Charges”.
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8.4 ~ Reciprocal Waivers
The parties commit to keep in mind the aforementioned waivers, to notify each other, within two months beginning with the effective date of these presents, of their insurance policies, established according to their respective obligations, and which must have:
- on the part of the Lessee, stipulations that he and his insurers shall waive, in the event of a disaster covered by the guarantees set forth in Articles 8.1 and 8-2, all recourse against the Lessor and his insurers,
- on the part of the Lessor, stipulations that he and his insurers shall waive, by the guarantees set forth in Articles 8.3, all recourse against the Lessee and his insurers.
These waivers of recourse shall be reciprocal, in such a way that subject to the waiver of recourse on behalf of the Lessee and his insurers, the Lessor and his insurers waive, in the event of a disaster, any recourse that they may have against the Lessee and his insurers and who, subject to the waiver of recourse on behalf of the Lessor and his insurers, the Lessee and his insurers waive, in the case of disaster, any recourse that they might have against the Lessor and his insurers.
Furthermore, the Lessee shall be required to take out fire coverage through a “Prevention and Advice” policy with an organization approved by the Plenary Assembly of Insurance Companies.
The Lessee must supply the Lessor with a document justifying the policy coverage provided by this contract concerning the supply and placement of portable fire extinguishers within the private areas, and to mail a photocopy of the inspection report every year.
9. Contributions ~ Health:
Fulfill all the requirements of the city and police force to which tenants are usually held.
Conform to all the regulations of the proper authority regarding hygiene and public health.
Refrain from throwing industrial or commercial waste in the domestic trash cans of the building and provide trash cans for this purpose by using lawful containers. It must be taken care of and removed solely by their maintenance service, and these duties shall be performed in such a way that they do not obstruct the passageways. The Lessee must take responsibility personally for any failure to comply with these regulations; the Lessor should never be bothered or sought after in any way at all on this subject.
Pay all contributions and taxes precisely that may correspond to him personally. Demonstrate, before relocation, to the Lessor or his agent that payment of taxes has been made, by providing the Tax Collector receipt.
Pay, throughout the duration of the lease, his share of all State, Department or City levies and taxes, in whatever form they are created, whether perceived or not by the owner, and comprising property tax.
Furthermore, every year, the Lessee shall reimburse the Lessor for the annual office tax.
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10. Internal By-Laws:
The Lessor shall not be held responsible for any interruptions which could occur in water, gas, or electrical services or of any other public utility, or of any restrictions which could, possibly, be imposed by the authorities on the various services with which the building is provided.
Regularly maintain the interior water supply and drainage pipelines, as well as all electrical and gas pipelines, the Lessor must never have to be worried on this subject and the Lessee shall use these pipelines only at his own risk and peril.
The Lessor reserves the right of the possibility of contracting a policy with the Parisian Association of Steam and Electrical Equipment (A.P.A.V.E.) or from any other similar organization for periodic inspection of the private electrical installations corresponding to each tenant; the amount of that policy payment shall be invoiced individually to the tenants or included in the reimbursable services such as those mentioned in the Price paragraph. Any possible work to maintain compliance of these installations which might result from these inspections must be carried out by the Lessee at his expense.
The Lessee must, by taking possession of the locales, arrange to have work performed that may possibly be necessary for the proper electrical installation specifically for the rented locales, in conformity with the regulations in force.
Have the chimneys and flues cleaned in the rented locales, by a qualified chimney-sweep, whenever the need arises.
The Lessor does not guarantee their state and the Lessee shall use them only with his own risk and peril. They shall never be able to ask him to repair them. No stove or radiator may be connected there.
Nothing must be thrown away, nor allowed to be thrown away, in the building's entry vestibule, in the corridors, on the staircases, and in a more general way, all common areas of the building that are formally excluded from this lease.
In order to make it possible for the cars upon which the tenants or occupants depend to enter into the courtyard of the building, access will only be allowed for delivery vehicles and parking.
Flowers and other objects must not be placed in the windows neither on the street nor in the courtyard.
Conditions imposed by building regulations, shared proprietorship regulations, the union of shared proprietors, or any organization formed between the owners or occupants of the building must be abided by, with the possible participation of the owners or occupants of the buildings close by.
Rigorously observe the rules of usage as established in Paris regarding vicinity. Avoid all noises, odors or other causes of embarrassment for the other occupants of the building or the close buildings.
Take care that ventilation equipment such as range hoods, extractors, conduits, etc. meets the standards necessary for the activity authorized by this lease, and that this equipment is maintained in perfect operating condition; so that the Lessor does in no case have to be worried by embarrassments caused in the neighborhood, in the form of fumes, odors, machinery vibration, or other noises.
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Take care that personnel does not park in the areas common to the building, prohibit all manner of shouting or noises, in particular at the moment when they enter and leave the building, so that the peace of the building is not disturbed by their presence.
No dirty or noisy animals shall be allowed.
No drawing or displays shall be allowed on the sidewalks of the locales currently leased.
Act as a substitute to the Lessor on all complaints which may be raised by a neighbor, the Lessor must never have to be worried on this subject.
No public sale shall take place in the locales rented at any time, even after failure of the business or bankruptcy.
Once the Lessee has received or given notice to vacate, during the last six months of the lease, the Lessor shall have the right to make and put up a sign, at the site of his choice, indicating that the locales are to be rented. The Lessee shall be open for business on all business days from 10 AM to noon and from 2:00 PM to 5:00 PM. It will be also thus in the event of a sale of the rented locales.
11. Heating:
There is a private heating system installed in the rented locales.
The Lessee must provide maintenance directly, without the Lessor having to ever intervene in any manner whatsoever, for the entire responsibility of the heating system, as well as for its total or partial replacement, so as to leave, after vacating the premises, the aforementioned system in good operat | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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