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Exhibit
99.1
Execution
Copy
RECEIVABLES PURCHASE
AGREEMENT
by and between
WORLD OMNI FINANCIAL
CORP.
and
WORLD OMNI AUTO RECEIVABLES
LLC
Dated as of February 1,
2005
TABLE OF CONTENTS
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Page No.
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ARTICLE I Certain
Definitions
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1 |
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SECTION 1.01
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Definitions |
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1 |
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ARTICLE II Conveyance of
Receivables
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2 |
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SECTION 2.01
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Conveyance of Receivables |
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2 |
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SECTION 2.02
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Purchase
Price |
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2 |
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SECTION 2.03
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Intention
of Parties |
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3 |
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SECTION 2.04
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The
Closing |
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3 |
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SECTION 2.05
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Covenant
Regarding Subsequent Receivables |
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3 |
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ARTICLE III Representations and
Warranties
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4 |
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SECTION 3.01
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Representations and Warranties of WOAR |
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4 |
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SECTION 3.02
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Representations and Warranties of World Omni |
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5 |
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ARTICLE IV Conditions
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6 |
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SECTION 4.01
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Conditions to Obligation of WOAR |
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6 |
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SECTION 4.02
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Conditions to Obligation of World Omni |
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7 |
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ARTICLE V Covenants of World
Omni
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7 |
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SECTION 5.01
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Protection of Right, Title and Interest |
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7 |
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SECTION 5.02
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Other
Liens or Interests |
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8 |
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SECTION 5.03
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Indemnification |
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8 |
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ARTICLE VI Miscellaneous
Provisions
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8 |
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SECTION 6.01
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Obligations of World Omni |
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8 |
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SECTION 6.02
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Repurchase Events |
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8 |
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SECTION 6.03
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WOAR
Assignment of Repurchased Receivables |
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8 |
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SECTION 6.04
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The
Trust |
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9 |
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SECTION 6.05
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Amendment |
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9 |
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SECTION 6.06
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Accountants’ Letters |
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9 |
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SECTION 6.07
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Waivers |
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9 |
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SECTION 6.08
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Notices |
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10 |
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SECTION 6.09
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Costs and
Expenses |
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10 |
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SECTION 6.10
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Representations of World Omni and WOAR |
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10 |
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SECTION 6.11
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Confidential Information |
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10 |
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SECTION 6.12
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Headings
and Cross-references |
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10 |
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SECTION 6.13
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GOVERNING
LAW |
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10 |
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SECTION 6.14
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Counterparts |
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10 |
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EXHIBIT A
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Initial
RPA Assignment |
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EXHIBIT B
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Subsequent Transfer RPA Assignment |
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SCHEDULE I
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Schedule
of Receivables |
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i
RECEIVABLES PURCHASE
AGREEMENT
This RECEIVABLES PURCHASE
AGREEMENT dated as of February 1, 2005, is between World Omni
Financial Corp., a Florida corporation (“ World Omni
”), and World Omni Auto Receivables LLC, a Delaware limited
liability company (“ WOAR ”).
WHEREAS, in the regular
course of its business, World Omni has originated and purchased
from motor vehicle dealers certain motor vehicle retail installment
sale contracts secured by new and used automobiles and light-duty
trucks;
WHEREAS, WOAR wishes to
purchase on the date hereof and from time to time during the
Funding Period the Receivables (as hereinafter defined) and to
transfer the Receivables to World Omni Auto Receivables Trust
2005-A (the “ Trust ”), which will issue and
transfer to WOAR the $168,000,000 Class A-1, 2.78% Asset-Backed
Notes, Series 2005-A (the “ Class A-1 Notes ”),
the $190,000,000 Class A-2, 3.25% Asset-Backed Notes, Series 2005-A
(the “ Class A-2 Notes ”), the $252,000,000
Class A-3, 3.54% Asset-Backed Notes, Series 2005-A (the “
Class A-3 Notes ”), the $157,675,000 Class A-4, 3.82%
Asset-Backed Notes, Series 2005-A (the “ Class A-4
Notes ”) and the $32,325,000 Class B, 3.80% Asset-Backed
Notes, Series 2005-A (the “ Class B Notes ” and,
together with the Class A-1 Notes, the Class A-2 Notes, the Class
A-3 Notes and the Class A-4 Notes, the “ Notes
”), with the interest and principal payments on the Notes to
be secured by the Receivables, and issue and transfer to WOAR the
Certificates representing fractional undivided interests in the
property of the Trust including the Receivables, subject to the
rights of the Indenture Trustee on behalf of the
Noteholders;
WHEREAS, World Omni has
agreed to make certain representations and warranties relating to
the Receivables and to pay certain expenses and amounts with
respect hereto; and
WHEREAS, World Omni and WOAR
wish to set forth the terms pursuant to which World Omni will sell
the Receivables to WOAR.
NOW, THEREFORE, in
consideration of the foregoing, other good and valuable
consideration and the mutual terms and covenants contained herein,
the parties hereto agree as follows:
ARTICLE I
Certain
Definitions
SECTION 1.01
Definitions . Capitalized terms used but not otherwise
defined in this Agreement shall have the respective meanings
assigned them in Part I of Appendix A to the Sale and
Servicing Agreement of even date herewith by and among the Trust,
WOAR and World Omni, as Servicer, as it may be amended,
supplemented or modified from time to time. All references herein
to “the Agreement” or “this Agreement” are
to this Receivables Purchase Agreement as it may be amended,
supplemented or modified from time to time, the exhibits hereto and
the capitalized terms used herein which are defined in such
Appendix A , and all references herein to Articles, Sections
and subsections are to Articles, Sections or subsections
of
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this Agreement unless otherwise
specified. The rules of construction set forth in Part II of such
Appendix A shall be applicable to this Agreement.
ARTICLE II
Conveyance of
Receivables
SECTION 2.01 Conveyance of
Receivables . In consideration of WOAR’s delivery to or
upon the order of World Omni of the Purchase Price, World Omni does
hereby sell, transfer, assign, set over and otherwise convey to
WOAR, without recourse (subject to the obligations of World Omni
herein), (i) on the Closing Date pursuant to a written assignment
substantially in the form of Exhibit A (the “
Initial RPA Assignment ”), and (ii) on each Subsequent
Transfer Date (each, together with the Closing Date, a “
Purchase Date ”), pursuant to an assignment
substantially in the form of Exhibit B (each, a “
Subsequent Transfer RPA Assignment ” and, together
with the Initial RPA Assignment, each an “ RPA
Assignment ”) up to the Available Purchase Amount all
right, title and interest of World Omni, whether now owned or
hereafter acquired, and wherever located, in and to the following
(but none of the obligations of World Omni with respect
to):
(a) the Receivables
identified in the applicable RPA Assignment (all of which are
identified in World Omni’s computer files by a code
indicating the Receivables are owned by the Trust and pledged to
the Indenture Trustee) and all monies received thereon after the
applicable Cutoff Date;
(b) the security interests
in, and the liens on, the Financed Vehicles granted by Obligors in
connection with the Receivables identified in the applicable RPA
Assignment and any other interest of World Omni in the Financed
Vehicles;
(c) any proceeds with respect
to the Receivables identified in the applicable RPA Assignment from
claims on any physical damage, credit life or disability insurance
policies covering the Financed Vehicles or Obligors;
(d) any Financed Vehicle that
shall have secured a Receivable identified in the applicable RPA
Assignment and shall have been acquired by or on behalf of World
Omni, WOAR, or, upon the assignment contemplated by the Sale and
Servicing Agreement, the Servicer or the Trust;
(e) all
“accounts,” “chattel paper,” “general
intangibles” and “promissory notes” (as such
terms are defined in the Uniform Commercial Code as from time to
time in effect) constituting or relating to the foregoing;
and
(f) the proceeds of any and
all of the foregoing; provided, however, that the foregoing items
(a) through (f) shall not include the Purchase Price.
SECTION 2.02 Purchase
Price . (a) In consideration for the purchase of the Initial
Receivables and related assets pursuant to Section 2.01
hereof, WOAR shall pay to World Omni on the Closing Date an amount
equal to the aggregate Starting Principal Balance for such Initial
Receivables (with respect to such Receivables, the “
Purchase Price ”) and World Omni shall
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execute and deliver to WOAR an RPA
Assignment with respect to such Initial Receivables and related
assets. On the Closing Date, a portion of such Purchase Price
payable on such date equal to approximately $548,991,075.18 shall
be paid to World Omni in immediately available funds and the
balance of the Purchase Price $56,220,308.54 shall be recorded as a
capital contribution to WOAR from World Omni.
(b) In consideration for the
purchase of Subsequent Receivables and related assets pursuant to
Section 2.01 hereof, WOAR shall pay to World Omni the
Aggregate Starting Receivables Balance for such Subsequent
Receivables (with respect to such Receivables, the “Purchase
Price”) and World Omni shall execute and deliver to WOAR an
RPA assignment with respect to such Subsequent Receivables and
related assets. On each Subsequent Transfer Date, a portion of such
Purchase Price payable on such date equal to the amount if any,
specified by World Omni shall be paid to World Omni in the form of
a capital contribution to WOAR and the remainder shall be paid to
World Omni in immediately available funds.
SECTION 2.03 Intention of
Parties . It is the intention of World Omni and WOAR that each
assignment and transfer contemplated herein and by the related RPA
Assignment shall constitute (and shall be construed and treated for
all purposes, other than for tax purposes, as) a true and complete
sale of the Receivables identified in the related RPA Assignment
and other property specified in Section 2.01 hereof,
conveying good title thereto free and clear of any liens and
encumbrances, from World Omni to WOAR. However, in the event that
any such conveyance is deemed to be a pledge to secure a loan (in
spite of the express intent of the parties hereto that such
conveyance constitutes, and shall be construed and treated for all
purposes, other than for tax purposes, as a true and complete
sale), World Omni hereby grants to WOAR a first priority perfected
security interest in all of World Omni’s right, title and
interest in, to and under the Receivables identified in the related
RPA Assignment and other property specified in Section 2.01
hereof whether now existing or hereafter created to secure the loan
deemed to be made in connection with such pledge and, in such
event, this Agreement shall constitute a security agreement under
applicable law.
SECTION 2.04 The
Closing . Each sale and purchase of the Receivables shall take
place at a closing (the “ Closing ”) at a place,
on a date and a time mutually agreeable to World Omni and WOAR and
may occur simultaneously with the closing of any related
transactions contemplated by (a) the Sale and Servicing Agreement
and (b) the Indenture.
SECTION 2.05 Covenant
Regarding Subsequent Receivables . World Omni covenants to
deliver and sell to WOAR pursuant to Section 2.01 on or
prior to the end of the Funding Period Subsequent Receivables with
an aggregate Starting Principal Balance equal to the amount of the
Pre-Funding Account Initial Deposit provided that it has originated
sufficient Subsequent Receivables that satisfy the eligibility
criteria specified in Section 2.03 of the Sale and Servicing
Agreement.
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ARTICLE III
Representations and
Warranties
SECTION 3.01
Representations and Warranties of WOAR . WOAR hereby
represents and warrants to World Omni as of each Purchase
Date:
(a) Organization and Good
Standing . WOAR has been duly organized and is validly existing
as a limited liability company in good standing under the laws of
the State of Delaware, with the power and authority to own its
properties and to conduct its business as such properties are
currently owned and such business is presently conducted, and had
at all relevant times, and has, the power, authority and legal
right to acquire and own the Receivables.
(b) Due Qualification
. WOAR is duly qualified to do business as a foreign limited
liability company in good standing, and has obtained all necessary
material licenses and approvals, in all jurisdictions in which the
ownership or lease of its property or the conduct of its business
shall require such qualifications, except where the failure to be
so qualified or to have obtained such licenses or approvals would
not have a material adverse effect on WOAR’s earnings,
business affairs or business prospects.
(c) Power and
Authority . WOAR has the requisite power and authority to
execute and deliver this Agreement and to carry out its terms, and
the execution, delivery and performance of this Agreement have been
duly authorized by WOAR by all necessary action.
(d) No Violation . The
consummation of the transactions contemplated by this Agreement and
the fulfillment of the terms hereof do not (i) conflict with,
result in any breach of any of the terms and provisions of, or
constitute (with or without notice or lapse of time) a default
under, the limited liability company agreement of WOAR; (ii)
breach, conflict with or violate any of the material terms or
provisions of, or constitute (with or without notice or lapse of
time) a default under, any indenture, agreement or other instrument
to which WOAR is a party or by which it is bound; (iii) result in
the creation or imposition of any Lien upon any of its properties
pursuant to the terms of any such indenture, agreement or other
instrument (other than the Sale and Servicing Agreement, the
Indenture and the Trust Agreement); or (iv), to the best of
WOAR’s knowledge, violate any order, rule or regulation
applicable to WOAR of any court or of any federal or state
regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over WOAR or its properties
except, in the case of clauses (ii), (iii) and (iv), for such
breaches, defaults, conflicts, liens or violations that would not
have a material adverse effect on WOAR’s earnings, business
affairs or business prospects.
(e) No Proceedings .
To the best of WOAR’s knowledge, there are no proceedings or
investigations pending or threatened, before any court, regulatory
body, administrative agency or other governmental instrumentality
having jurisdiction over WOAR or its properties: (i) asserting the
invalidity of this Agreement, (ii) seeking to prevent the
consummation of any of the transactions contemplated by this
Agreement, (iii) seeking any determination or ruling that could
reasonably be expected to materially and adversely affect the
performance by WOAR of its obligations under, or the validity or
enforceability of, this Agreement or (iv) which could reasonably be
expected to adversely affect the federal or state income tax
attributes of the Notes or the Certificates.
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SECTION 3.02
Representations and Warranties of World Omni . (a) World
Omni hereby represents and warrants to WOAR as of each Purchase
Date:
(i) Organization and Good
Standing . World Omni has been duly organized and is validly
existing as a corporation in good standing under the laws of the
State of Florida, with the power and authority to own its
properties and to conduct its business as such properties are
currently owned and such business is presently conducted, and had
at all relevant times, and has, the power, authority and legal
right to acquire and own the Receivables.
(ii) Due Qualification
. World Omni is duly qualified to do business as a foreign
corporation in good standing, and has obtained all necessary
material licenses and approvals, in all jurisdictions in which the
ownership or lease of its property or the conduct of its business
shall require such qualifications, except where the failure to be
so qualified or to have obtained such licenses or approvals would
not have a material adverse effect on World Omni’s earnings,
business affairs or business prospects.
(iii) Power and
Authority . World Omni has the corporate power and authority to
execute and deliver this Agreement and to carry out its terms; and
the execution, delivery and performance of this Agreement have been
duly authorized by all necessary corporate action.
(iv) No Violation .
The consummation of the transactions contemplated by this Agreement
and the fulfillment of the terms hereof do not (i) conflict with,
result in any breach of any of the terms and provisions of, or
constitute (with or without notice or laps
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