(KONINKLUKE NOTARIELE BEROEPSORGANISATIE LOGO)
EXHIBIT 3.46
VAN DOORNE N.V.
The undersigned:
Saskia Laseur-Eleman, civil-law notary in Amsterdam,
declares:
that the attached document (Attachment) is a fair but an unofficial English
translation of the Deed of Amendment of the Articles of Association of Heli-One
Components B.V. (previously named: Schreiner Components B.V.), executed before
her, civil law notary, on 19 September 2005, in which an attempt has been made
to be as literal as possible without jeopardizing the overall continuity.
Inevitably, differences may occur in translation, and if so, the Dutch text will
by law govern.
Signed in Amsterdam on 22 September 2005.
(MR. S. LASEUR-EELMAN NOTARIS TE AMSTERDAM SEAL)
Signed
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VAN DOORNE N.V.
unofficial translation of the
DEED OF AMENDMENT
OF THE ARTICLES OF ASSOCIATION:
of: SCHREINER COMPONENTS B.V.
with its registered office in: Zevenaar.
Deed dated 19 September 2005
On the nineteenth day of September two thousand and five, appeared before me,
Saskia Laseur-Eelman, civil law notary in the city of Amsterdam:
Jacobine Marga Alice Tinselboer, born in Hardenberg on the Sixteenth day of
August nineteen hundred and seventy-five, with office address at Jachthavenweg
121, 1081 KM Amsterdam.
The said individual declared that:
(A) SCHREINER COMPONENTS B.V., a private company with limited liability, having
its registered office in Zevenaar and its business office at Hengelder 22,
6902 PA Zevenaar, registered with the Commercial Register under number
34102467 (the "COMPANY") has been incorporated by a Deed, dated the
seventeenth day of December nineteen hundred ninety-seven.
(B) The Articles of Association of the Company have been latest amended by a
Deed, dated the ninth day of December two thousand and five, executed
before M.C.W. van Meer, civil law notary in the city of Amsterdam.
(C) The General Meeting of shareholders of the Company has resolved to amend
the Articles of Association on the eighteenth day of August two thousand
and five.
(D) Said individuals has been appointed by that resolution to apply for the
required declaration of no objection on the draft of the present Deed, and
has been authorised to make the changes which may be required by or on
behalf of the Minister of Justice.
(E) Said individual furthermore has been authorised to have the Deed of
amendment of the Articles of Association executed and signed.
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(F) As a consequence of said resolution and the ministerial statement of
no-objection obtained on the basis of article 235 of Book 2 of the Dutch
Civil Code the Articles of Association of the Company hereby shall be
partially amended as follows:
Article 2 paragraph 1 will be amended as follows:
1. The name of the company is:
Heli-One Components B.V.
Closing Statement
The Ministry of Justice has on the thirteenth day of September two thousand and
five issued a certificate (registration number B.V. 607053) stating that no
objections have been found to exist.
The resolution to amend the Articles of Association and to authorise said
individual and the statement of the Minister of Justice shall be attached to
this Deed.
I, civil law notary, stated and explained the substance of this Deed and pointed
out the consequences of the contents of this Deed to the said individual, who is
known to me, civil law notary. The said individual then declared that the said
individual had noted the contents of this Deed and that the said individual
agreed therewith.
Subsequently, this Deed was executed in Amsterdam, and was, immediately after it
had been read aloud in part, signed by the said individual and by me, civil law
notary.
(KONINKLIJKE NOTARIELE BEROEPSORGANISATIE LOGO)
UNOFFICIAL TRANSLATION OF THE COMPLETE
CONTINUOUS TEXT OF
THE ARTICLES OF ASSOCIATION OF
HELI-ONE COMPONENTS B.V.,
having its registered seat in; Zevenaar.
(Previously named: Schreiner Components B.V.)
The undersigned:
Saskia Laseur-Eelman, civil law notary in Amsterdam,
declares:
that an unofficial English translation of the continuous text of the Article of
Association of Heli-One Components B.V, having its registered office in
Zevenaar, dated 19 September 2005, reads to the best of my knowledge in
conformity with the document attached to this declaration. The Articles of
Association were lastly amended by notarial deed, executed before me, civil-law
notary, on 19 September 2005.
The Ministerial declaration of no impediments was granted on 13 September 2005,
number under B.V. 607053.
In the attached document an attempt has been made to be as literal as possible
without jeopardizing the overall continuity.
Inevitably, differences may occur in translation, and if so, the Dutch text will
by law govern.
Signed in Amsterdam on 22 September 2005.
(SEAL) (Signed)
mr. S. LASEUR-Eelman
notaris te Amsterdam
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Advocaten - Notarissen - Fiscalisten
CHAPTER I.
DEFINITIONS.
ARTICLE 1.
In these articles of association the following expressions shall have the
following meanings:
a. the general meeting: the body of the company formed by shareholders;
b. the general meeting of shareholders: the meeting of shareholders;
c. the distributable part of the net assets: that part of the company's net
assets which exceeds the aggregate of the issued capital and the reserves
which must be maintained by virtue of the law;
d. the annual accounts: the balance sheet and the profit and loss account with
the explanatory notes;
e. the annual meeting: the general meeting of shareholders held for the
purpose of discussion and adoption of the annual accounts;
f. accountant: a "register-accountant" or other accountant referred to in
Article 393, Book 2 of the Civil Code, as well as an organisation within
which such accountants practice.
CHAPTER II.
NAME, SEAT, OBJECTS.
ARTICLE 2. NAME AND SEAT.
1. The name of the company is:
Heli-One Components B.V.
2. The official seat of the company is in Zevenaar.
ARTICLE 3. OBJECTS.
The objects of the company are:
a. to design, to produce, to trade, to modify, to repair and to maintenance
systems and components for military and civil aviation and derivative
applications;
b. to incorporate, to participate in any way whatsoever, to manage, to
supervise, to operate and to promote enterprises, business and companies;
c. to finance business and companies;
d. to borrow, to lend and to raise funds, including the issue of bonds,
promissory notes or other securities or evidence of indebtedness as well as
to enter into agreements in connection with the aforementioned;
e. to supply advice and to render services to enterprises and companies with
which the company forms a group and to third parties;
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f. to render guarantees, to bind the company and to pledge its assets for
obligations of the companies and enterprises with which it forms a group
and on behalf of third parties;
g. to obtain alienate, manage and exploit registered property and items of
property in general;
h. to perform any and all activity of industrial, financial or commercial
nature;
as well as everything pertaining to the foregoing, relating thereto or conducive
thereto, all in the widest sense of the word.
CHAPTER III.
CAPITAL AND SHARES. REGISTER.
ARTICLE 4. AUTHORISED CAPITAL.
1. The authorised capital amounts to one hundred thousands Euro (EUR 100,000).
2. The authorised capital is divided into two hundred thousand (200,000)
shares of fifty Eurocents (EUR 0.50) each.
3. All sahres are to be registered shares. No share certificates shall be
issued.
ARTICLE 5. REGISTER OF SHAREHOLDERS.
1. The management board shall keep a register in which the names and
addresses of all shareholders are recorded, showing the date on which they
acquired the shares, the date of the acknowledgement or notification, and
the amount paid on each share.
2. The names and addresses of those with a right of usufruct ('life interest')
or a pledge on the shares shall also be entered in the register, stating
the date on which they acquired the right, and the date of acknowledgement
or notification.
3. Each shareholders, each beneficiary of a life interest and each pledge is
required to give written notice of his address to the company.
4. The register shall be kept accurate and up to date. All entries and notes
in the register shall be signed by a member of the management board and a
member of the supervisory board.
5. On application by a shareholder, a beneficiary of a life interest or a
pledgee, the management board shall furnish an extract from the register,
free of charge, insofar as it relates to his rights in a share.
6. The management board shall make the register available at the company's
office for inspection by the shareholders.
CHAPTER IV.
ISSUANCE OF SHARES. OWN SHARES.
ARTICLE 6. ISSUANCE OF SHARES.
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BODY OF THE COMPANY COMPETENT TO ISSUE SHARES.
NOTARIAL DEED.
1. The issuance of shares may only be effected pursuant to a resolution of the
general meeting, insofar as the general meeting has not designated another
body of the company in this respect.
2. The issuance of a share shall furthermore require a deed drawn up for that
purpose in the presence of a civil law notary registered in the Netherlands
to which those involved are party.
ARTICLE 7. CONDITIONS OF ISSUANCE. RIGHTS OF PRE-EMPTION.
1. A resolution for the issuance of shares shall stipulate the price and
further conditions of issuance.
2. Upon issuance of shares, each shareholder shall have a right of pre-emption
in proportion to the aggregate nominal amount of his shares, subject to the
limitations set by law.
3. Shareholders shall have a similar right of pre-emption if options are
granted to subscribe for shares.
4. Prior to each single issuance the right of pre-emption may be limited or
excluded by the corporate body competent to issue.
ARTICLE 8. PAYMENT FOR SHARES.
1. The full nominal amount of each share must be paid in on issue.
2. Payment for a share must be made in cash insofar as no other manner of
payment has been agreed on. Payment in foreign currency can be made only
after approval by the company.
ARTICLE 9. OWN SHARES.
1. When issuing shares, the company shall not be entitled to subscribe for its
own shares.
2. The company may, subject to the relevant provisions of the law, acquire
fully paid in shares in its own capital or depository receipts thereof, up
to the maximum permitted by law.
3. The company may give loans with a view to the taking or acquisition of
shares in its capital or depository receipts thereof, but only up to the
amount of the distributable reserves.
4. The disposal of shares or depository receipts thereof held by the company
shall be effected pursuant to a resolution of the general meeting with due
observance of the provisions of the blocking clause.
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5. No voting rights may be exercised in the general meeting for any share held
by the company or any of its subsidiaries, nor in respect of any shares of
which the company or any of its subsidiaries holds depository receipts.
CHAPTER V.
TRANSFER OF SHARES. LIMITED RIGHTS.
ISSUANCE OF DEPOSITORY RECEIPTS.
ARTICLE 10. TRANSFER OF SHARES. SHAREHOLDERS' RIGHTS.
LIFE INTEREST ("VRUCHTGEBRUIK"). PLEDGING ("PANDRECHT").
ISSUANCE OF DEPOSITORY RECEIPTS.
1. The transfer of a share or the transfer of a right in rem thereon shall
require a deed drawn up for that purpose in the presence of a civil law
notary registered in the Netherlands to which those involved are party.
2. Unless the company itself is party to the legal act, the rights attached to
the share can only be exercised after the company has acknowledged said
legal act or said deed has been served on it in accordance with the
relevant provisions of the law.
3. If a share is pledged or the owner creates a life interest in a share, the
voting rights cannot be assigned to the beneficiary of the life interest or
the pledgee.
4. The company shall not cooperate with the issuance of depository receipts in
respect of its shares.
CHAPTER VI.
BLOCKING CLAUSE.
ARTICLE 11.
1. Any shareholder wishing to transfer one or more shares, shall first offer
to sell those shares to his co-shareholders in accordance with the
provisions of this article. The obligation to make this offer is not
applicable if, either all shareholders have given their written approval to
the proposed transfer, which approval shall be valid for a period of three
months, or a shareholder is obligated by law to transfer his shares to a
prior shareholder.
2. The price at which the shares can be purchased by the other shareholders
shall be agreed between the offeror and his co-shareholders. Failing
agreement between the parties the price shall be set by an independent
expert on request by the most willing party to be appointed by the chairman
of the Chamber of Commerce and Factories in whose district the company has
its official seat, unless the expert is appointed by the parties by mutual
consent. The expert referred to in the preceding sentence shall be
authorised to inspect all books and records of the
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company and to obtain all such information as will be useful for his
setting the price.
3. If the co-shareholders together are interested in purchasing more shares
than have been offered, the offered shares shall be distributed among them
as far as possible in proportion to the shareholding of each interested
party. However no interested party shall thus acquire more shares than he
has applied for.
4. The offeror remains entitled to withdraw his offer, provided he does so
within one month after he is informed to which interested parties he can
sell all the shares included in the offer and at what price.
5. If it is established that the co-shareholders do not accept the offer or
that not all shares included in the offer shall be purchased against
payment in cash, the offeror shall be free to transfer the shares within
three months thereafter to whomsoever he wishes.
6. The company itself as holder of one or more shares shall be entitled to
apply for the offered shares only with the consent of the offeror.
7. In case of suspension of payments, bankruptcy or placement under
curatorship of a shareholder and in case of appointment of an administrator
by the court over the property of a shareholder or over his shares in the
company or in case of death of a shareholder who is an individual, the
shares of the shareholder concerned shall be put on offer in accordance
with the foregoing provisions hereof, within three months of the relevant
event. If applications are made for all shares on offer, the offer may not
be withdrawn.
CHAPTER VII.
MANAGEMENT.
ARTICLE 12. MANAGEMENT BOARD.
The management of the company shall be constituted by a management board,
consisting of one or more members.
ARTICLE 13. APPOINTMENT. SUSPENSION AND DISMISSAL.
REMUNERATION.
1. The general meeting shall appoint the members of the management board.
2. A member of the managing board may at any time be suspended or dismissed by
the general meeting.
3. A member of the managing board may at any time be suspended by the
supervisory board. Such suspension may at any time be discontinued by the
general meeting.
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4. The general meeting shall determine the remuneration and further conditions
of employment for each member of the management board.
ARTICLE 14. DUTIES OF THE MANAGEMENT BOARD.
DECISION MAKING PROCESS. ALLOCATION OF DUTIES.
1. Subject to the restrictions imposed by these articles of association, the
management board shall be entrusted with the management of the company.
2. The management board may lay down rules regarding its own decision making
process. The rules shall require the approval of the supervisory board.
3. Resolutions of the management board may also be adopted in writing without
recourse to a management board meeting, provided they are adopted by a
unanimous vote of all members of the management board.
The expression in writing shall include any document transmitted by current
means of communication and received in writing.
4. The management board may determine the duties with which each member of the
management board will be charged in particular. This allocation of duties
shall require the approval of the supervisory board.
ARTICLE 15. REPRESENTATION.
1. The management board shall be authorised to represent the company. Each
member of the management board is also authorised to represent the company.
2. The management board may appoint staff members with general or limited
power to represent the company. Each staff member shall be able to
represent the company with due observance of any restrictions imposed on
him. The management board shall determine their titles.
3. In the event of a conflict of interest between the company and a member of
the management board, the company shall be represented by such member of
the management board or such member of the supervisory board as the
supervisory board shall designate for this purpose. The general meeting
shall at all times be competent to designate one or more other persons for
this purpose.
4. Without regard to whether a conflict of interest exists or not, all legal
acts of the company vis-a-vis a holder of all of the shares, or vis-a-vis a
participant in a martial community of which all of the shares form a part,
whereby the company is represented by such shareholder or one of the
participants, shall be put down in writing. For the application of the
foregoing sentence, shares held by the company or its subsidiaries shall
not be taken into account.
5. Paragraph 4 does not apply to legal acts that, under their agreed terms,
form part of the normal course of business of the company.
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ARTICLE 16. APPROVAL OF DECISIONS OF THE MANAGEMENT BOARD.
1. The supervisory board is entitled to require resolutions of the management
board to be subject to its approval. These resolutions shall be clearly
specified and notified to the management board in writing.
2. The lack of approval referred to in paragraph 1 of this article does not
affect the authority of the management board or its members to represent
the company.
ARTICLE 17. ABSENCE OR PREVENTION.
If a member of the management board is absent or prevented from performing his
duties, the remaining members or member of the management board shall be
temporarily entrusted with the entire management of the company. If all members
of the management board, or the sole member of the management board, are absent
or prevented from performing their duties, the management of the company shall
be temporarily entrusted to the supervisory board which shall then be authorised
to entrust the management temporarily to one or more persons, whether or not
from among its members.
CHAPTER VIII.
SUPERVISORY BOARD.
TRANSITORY PROVISION.
ARTICLE 18.
1. The establishment of the supervisory board depends on the registration in
the trade register of a resolution of the general meeting thereto.
2. The general meeting may resolve to rescind the supervisory board. The
provision of paragraph 1 shall apply accordingly.
3. Until the establishment of the supervisory board - and after the rescission
of the supervisory board - the statutory authority of the supervisory board
shall, as far as possible, accrue to the general meeting.
ARTICLE 19. NUMBER OF MEMBERS.
The company shall have a supervisory board, consisting of one or more
individuals.
ARTICLE 20. APPOINTMENT, SUSPENSION AND DISMISSAL.
REMUNERATION.
1. The members of the supervisory board shall be appointed by the general
meeting.
2. A member of the supervisory board may be suspended or dismissed by the
general meeting at any time.
3. The general meeting shall determine the remuneration for each member of the
supervisory board.
ARTICLE 21. DUTIES AND POWERS.
PROCEEDINGS AND DECISION MAKING PROCESS.
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1. It shall be the duty of the supervisory board to supervise the management
of the management board and the general course of affairs in the company
and in the business connected with it. It shall assist the management board
with advice. In performing their duties the supervisory board members shall
act in accordance with the interests of the company and of the business
connected with it.
2. The supervisory board shall elect a chairman from among its members. In the
absence of the chairman, the meeting shall itself appoint a chairman.
3. The supervisory board shall meet whenever the chairman, or two other
supervisory board members, or the management board deem(s) such necessary.
4. All resolutions of the supervisory board shall be adopted by a majority of
the votes cast.
5. Resolutions of the supervisory board shall only be valid if passed at a
meeting at which the majority of the supervisory board members are present
or represented.
6. A supervisory board member may be represented by a co-member of the
supervisory board authorised in writing. Article 14 paragraph 3, second
sentence, shall apply. A supervisory board member may not act as a
representative for more than one co-member.
7. The supervisory board may also adopt resolutions without a meeting,
provided they are adopted in writing and by a unanimous vote of all members
of the supervisory board. Article 14 paragraph 3, second sentence, shall
apply.
8. The supervisory board shall meet together with the management board as
often as the supervisory board or management board deems such necessary.
CHAPTER IX.
ANNUAL ACCOUNTS. PROFITS.
ARTICLE 22. FINANCIAL YEAR.
DRAWING UP OF THE ANNUAL ACCOUNTS. ACCOUNTANT.
1. The financial year of the company shall runs as from the first day of May
up to and including the thirtieth day of April.
2. Annually, not later than five months after the end of the financial year,
unless by reason of special circumstances this team is extended by the
general meeting by not more than six months, the management board shall
draw up annual accounts.
3. The annual accounts shall be signed by all the members of the management
board and all members of the supervisory board; if the signature of one or
more of them is lacking, this shall be stated and reasons given.
4. The company may, and if the law so requires shall, appoint an accountant to
audit the annual accounts.
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ARTICLE 23. ADOPTION OF THE ANNUAL ACCOUNTS. DISCHARGE. PUBLICATION.
1. The general meeting shall adopt the annual accounts. Adoption of the annual
accounts shall not discharge a member of the management board or a member
of the supervisory board. The general meeting may discharge a member of the
management board or a member of the supervisory board by a separate
resolution.
2. The company shall publish the annual accounts within eight days following
the adoption thereof, unless a statutory exemption is applicable.
ARTICLE 24. PROFITS.
1. The general meeting shall determine the allocation of accured profits.
2. Dividends may be paid only up to an amount which does not exceed the amount
of the distributable part of the net assets.
3. Dividends shall be paid after adoption of the annual accounts from which it
appears that payment of dividends is permissible.
4. The management board may subject to due observance of paragraph 2 resolve
to pay an interim dividend.
5. The general meeting may subject to due observance of paragraph 2 resolve to
make payments to the charge of any reserve.
6. A claim of a shareholder for payment shall be barred after five years have
elapsed.
CHAPTER X.
GENERAL MEETINGS OF SHAREHOLDERS.
ARTICLE 25. ANNUAL MEETING. OTHER MEETINGS. CONVOCATION.
1. The annual meeting shall be held annually, and not later than six months
after the end of the financial year for the purpose of discussion and
adoption of the annual accounts.
2. Other general meetings of shareholders shall be held as often as the
management board or the supervisory board deems such necessary.
3. General meetings of shareholders shall be convened by the supervisory board
or the management board by letter mailed to the addresses of the
shareholders as shown in the register of shareholders.
4. The convocation shall take place no later than on the fifteenth day prior
to the date of the meeting.
5. The general meetings of shareholders shall be held in the municipality in
which the company has its official seat according to these articles of
association.
6. The general meetings of shareholders shall be presided over by the chairman
of the supervisory board. In his absence, the meeting shall itself choose a
chairman.
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Until that moment a member of the management board shall act as chairman
and in the absence of such a member the eldest person present at the
meeting shall act as chairman.
7. The members of the supervisory board and the members of the management
board shall, as such, have the right to give advice in the general meeting
of shareholders.
ARTICLE 26. WAIVER OF FORMALITIES. RECORDS.
1. As long as the entire issued capital is represented at a general meeting of
shareholders valid resolutions can be adopted on all subjects brought up
for discussion, even if the formalities prescribed by law or by the
articles of association for the convocation and holding of meetings have
not been complied with, provided such resolutions are adopted unanimously.
2. The management board keeps a record of the resolutions made. If the
management board is not represented at a meeting, the chairman of the
meeting shall provide the management board with a transcript of the
resolutions made as soon as possible after the meeting. The records shall
be deposited at the offices of the company for inspection by the
shareholders. Upon request each of them shall be provided with a copy or an
extract of such record at not more than the actual costs.
ARTICLE 27. VOTES.
1. Each share confers the right to cast one vote.
2. The right to take part in the meeting may be exercised by proxy authorised
in writing. Article 14, paragraph 3, second sentence, shall apply.
3. Insofar as no greater majority is prescribed by the law all resolutions
shall be adopted by a majority of the votes cast.
4. If there is a tie of votes the proposal is thus rejected.
ARTICLE 28. RESOLUTIONS OUTSIDE OF MEETINGS. RECORDS.
1. Resolutions of shareholders may also be adopted in writing without recourse
to a general meeting of shareholders, provided they are adopted by a
unanimous vote representing the entire issued capital. Article 14 paragraph
3, second sentence, shall accordingly apply.
2. The provisions of article 24 paragraph 7 shall apply correspondingly to the
adoption of resolutions outside a meeting as referred to in paragraph 1.
3. The management board shall keep a record of the resolutions thus made. Each
of the shareholders must procure that the management board is informed in
writing of the resolutions made in accordance with paragraph 1 as soon as
possible. The
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records shall be deposited at the offices of the company for inspection by
the shareholders. Upon request each of them shall be provided with a copy
or an extract of such record at not more than the actual costs.
CHAPTER XI.
AMENDMENT OF THE ARTICLES OF ASSOCIATION AND DISSOLUTION.
LIQUIDATION.
ARTICLE 29.
AMENDMENT OF THE ARTICLES OF ASSOCIATION AND DISSOLUTION.
When a proposal to amend the articles of association or to dissolve the company
is to be made to the general meeting, this must be mentioned in the notification
of the general meeting of shareholders. As regards an amendment of the articles
of association, a copy of the proposal including the text of the proposed
amendment must be at the same time be deposited and held available at the
company's office for inspection by shareholders until the end of the meeting.
ARTICLE 30. LIQUIDATION.
1. In the event of dissolution of the company by virtue of a resolution of the
general meeting, the members of the management board shall be charged with
the liquidation of the business of the company and the supervisory board
with the supervision thereof.
2. During liquidation, the provisions of these articles of association shall
remain in force as far as possible.
3. The balance remaining after payment of debts shall be transferred to the
shareholders in proportion to the aggregate amount of their shareholdings.
4. The liquidation shall furthermore be subject to the provisions of Title 1,
Book 2 of the Civil Code.
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