ANYTIME FITNESS FRANCHISE DISCLOSURE DOCUMENT

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GAIA Leasing LLC 50 South Sixth Street, Suite 1480 Minneapolis, Minnesota 55402 (612) 313-2500 LEASE AGREEMENT Lease Agreement Number ___ _ This Lease Agreement, dated as of the __ day of ____ , 2009, between GAIA LEASING LLC (the "Lessor") and __ ---;:;-:::::::-:;-:::::;-:;:;;:=::;-___ (collectively the "Lessee") Lessor hereby leases to Lessee and Lessee hereby rents from Lessor, the Equipment listed on the Equipment Schedule(s) attached hereto or incorporated herein by reference from time to time (herein referred to as the "Equipment"), subject to the terms and conditions hereof, as supplemented with respect to each item of Equipment by the terms and conditions set forth in the appropriate Equipment Schedule. The term includes, the various Equipment Schedules identifying each item of Equipment and specific terms with respect to such item(s) of Equipment. 1. Term This Lease Agreement is effective from the date it is executed by both parties. The term of this Lease Agreement as to all Equipment designated on any particular Equipment Schedule shall commence on the Installation Date for all Equipment on such Equipment Schedule and shall continue for an initial period ending that number of months from the Commencement Date as set forth in such Equipment Schedule, (the "Initial Term") and shall continue from year to year thereafter until terminated. The term of this Lease Agreement as to all Equipment designated on any particular Equipment Schedule may be terminated without cause at the end of the Initial Term or any year thereafter by either party mailing written notice of its termination to the other party not less than one hundred twenty (120) days prior to such termination date. 2. Commencement Date The Installation Date for each item of equipment shall be the day following the date said item of equipment is installed at the location of Installation, ready for use, and declared acceptable for maintenance by the maintenance vendor. The Commencement Date for any Equipment Schedule is the first of the month following Installation of all the equipment on the Equipment Schedule, unless the latest Installation Date for any equipment on the Equipment Schedule falls on the first day of the month, in which case that is the Commencement Date. The Lessee agrees to execute and deliver a Certificate of Acceptance to Lessor upon installation. 3. Lease Charges The Lease Charges for the Equipment leased pursuant to this Lease Agreement shall be the aggregate Lease Charges set forth on each and every Equipment Schedule executed pursuant hereto. Lessee promises to pay Lessor the Lease Charges in accordance with the Equipment Schedule(s), and the payments shall be made at Lessor's address indicated thereon. The Monthly Lease Charge shall be paid by Lessee monthly in advance with the first full month's payment due on the Commencement Date. If the Installation Date does not fall on the first day of a month, the Lease Charge for the period from the Installation Date to the Commencement Date shall be an amount equal to the Monthly Lease Charge divided by thirty (30) and multiplied by the number of days from and including the Installation Date to the Commencement Date and such amount shall be due and payable upon receipt of Invoice. Charges for taxes made in accordance with Section 4 and charges made under any other provision of this Lease Agreement and payable by Lessee shall be paid to Lessor at Lessor's address specified on the Equipment Schedule(s) on the date specified in invoices delivered to Lessee. Lessee agrees that if payment as specified above is not received by Lessor on the due date, Lessee shall, to the extent permitted by law, pay on demand, as a late charge, an amount equal to one and one-half percent (1 112%) or the maximum percentage allowed by law, whichever is less, of the amount then due for each thirty (30) days or portions thereof that said overdue payments are not made. 4. Taxes In addition to the Lease Charges set forth in Section 3 the Lessee shall be responsible for the timely payment and discharge of all license or registration fees, assessments, sales and use taxes, rental taxes, gross receipts taxes, personal property taxes and other taxes now or hereafter imposed by any federal, state or local government upon the Equipment, the Lease Charges or upon the ownership, leasing, renting, purchase, possession or use of the Equipment (whether the same be assessed to Lessor or Lessee). Lessee shall be responsible for the negotiating and filing of property taxes on the Equipment and shall indemnify Lessor to the extent of any
such unpaid property taxes (including penalties and interest) and costs of Lessor associated therewith. Except as otherwise required by law or except as otherwise directed from time to time by Lessor, Lessee shall pay and discharge at least ten (10) days before delinquency any and all such fees, assessments and taxes directly to the proper levying authority. Nothing herein shall be deemed to prevent Lessor from itself paying and discharging any such taxes, fees or assessments and Lessee shall pay to Lessor the amount of any such taxes, fees, or assessments remitted by Lessor within ten (10) days of notice thereof. Lessee, upon notice to Lessor, may, in Lessee's own name, contest or protest any such taxes, and Lessor shall honor any such notice except when in Lessor's sole opinion such contest is futile or will cause a levy or lien to arise on the Equipment or cloud Lessor's title thereto. Lessee shall, in addition, be responsible to Lessor for the payment and discharge of any penalties or interest. Nothing herein shall be construed to require Lessee to be responsible for any federal or state taxes or payments in lieu thereof, imposed upon or measured by the net income of Lessor, or state franchise taxes of Lessor, or except as provided hereinabove, any penalties or interest resulting from Lessor's failure to timely remit such tax payments. 5. Delivery and Freight Costs Lessee shall accept delivery of the Equipment and allow the Equipment to be installed within seven (7) days after delivery to the Location of Installation and on or about the date designated on the Equipment Schedule(s) attached hereto. All transportation charges upon the Equipment for delivery to Lessee's designated Location of Installation are included in Lease price; provided, however, any extraordinary costs, including, but not limited to structural alternations and/or rental of specialized equipment to place the Equipment in Lessee's building are to be promptly paid by Lessee. Lessor shall not be liable for any failure or delay in furnishing the Equipment, materials or labor resulting from fire, explosion, flood, storm, act of God, government acts, orders or regulations, hostilities, civil disturbances, strike, labor difficulties, machinery breakdown, transportation contingencies, difficulty in obtaining parts, supplies or shipping facilities or delay of carriers, or any other causes not subject to control of Lessor. 6. Installation Lessee shall make available a suitable place of installation and necessary electrical power, outlets and air conditioning required for operating the Equipment as defined in the Equipment manufacturer's Installation Manual. 7. Early Termination During the Initial Term of an Equipment Schedule, Lessee shall have the right to terminate this Lease Agreement as to the Equipment at a particular Location at any time upon prior written notice to Lessor and by delivering payment to Lessor of the following: (i) the amount resulting from multiplying the original acquisition cost of the Equipment as 2 noted on the Equipment Schedule (the "Acquisition Cost") at the Location(s) by the applicable percentage set forth in the Early Termination Schedule attached hereto as Exhibit A, (ii) any accrued rent, (iii) applicable taxes, (iv) interest on any late payments, and (v) any other charges then due and owing under the Lease Agreement (items (i) (v) are collectively the "Early Termination Payment"). If the Early Termination Payment applies to the Equipment located at all of the Locations described in an Equipment Schedule, then upon the payment in full of the Early Termination Payment to Lessor by Lessee, such Equipment Schedule will be deemed terminated and Lessee shall have no further obligation with respect to such Equipment Schedule except for those obligations which survive termination. If the Early Termination Payment does not apply to the Equipment located at all of the Locations described in an Equipment Schedule, then upon the payment in full of the Early Termination Payment to Lessor by Lessee, Lessee will have no further obligation with respect to the Equipment located at all of the Locations for which the Early Termination Payment was made (the "Terminated Equipment") except for those obligations which survive termination, the Equipment Schedule will continue in full force and effect with regard to Equipment remaining at the Locations not covered by the Early Termination Payment (the "Remaining Equipment"), and the Rent owed under the Equipment Schedule thereafter will be the original Rent specified in the Equipment Schedule for all such Remaining Equipment. 8. Purchase Option at End of Initial Term Lessee shall have the option to purchase all of the equipment in a given Equipment Schedule at the Lease End Purchase Price as designated in the Equipment Schedule. If Lessee elects to purchase the equipment, then upon full payment of all obligations hereunder, Lessor shall cause the title of the equipment to be transferred to Lessee. 9. Return to Lessor If Lessee does not purchase the equipment from Lessor at the end of the Initial Term, Lessee shall allow Lessor to deinstall equipment upon the termination of this Lease Agreement as to the Equipment, as identified on any Equipment Schedule. Lessee shall allow the Equipment to be removed by a representative of Lessor and provide any reasonable assistance that Lessor's Representative, including without limitation, power shut-off and clean unobstructed working environments. The risk loss of the Equipment shall remain with Lessee until such time as the Equipment has been completely removed from Lessee's premises. 10. Maintenance Lessee agrees to maintain, repair and service the Equipment in accordance with manufacturers' requirements; to keep the Equipment in good working order; to protect the Equipment from deterioration during the term of this Lease and the renewal hereof; and to pay for the costs associated therewith.
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ANYTIME FITNESS FRANCHISE DISCLOSUR
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ANYTIME FITNESS, LLC FRANCmSE DISCL
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operations and licenses. Many state
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1. Anytime Fitness, Inc. v. Reserve
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If you are an existing franchisee t
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Type of Fee (Note 1) Amount (Note 2
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AMOUNT TYPE OF ANYTIME METHOD TO WH
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(7) We require you have an automate
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We may negotiate preferred vendor c
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Section in Franchise Section in Dev
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Under the personal guaranty, which
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$150,000 per location. Gaia will ty
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ITEM 11. FRANCmSOR'S ASSISTANCE, AD
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Name Subjects Taught Background Deb
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the initial training, will provide
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services to the fund. We will not s
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ITEM 13. TRADEMARKS The Franchise A
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Provision b. Renewal or extension o
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Section in Franchise or Provision O
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Section in Franchise or Provision O
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ACCOUNTANT HAS AUDITED THESE FIGURE
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the third (800 members) column. Bec
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State Year Number of Transfers 2006
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Reacquired Ceased Outlets by the Op
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Outlets Outlets at Reacquired Outle
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Name l City and State Telephone Num
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Name l City and State Telephone Num
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FDD EXHIBIT A LIST OF STATE AGENCIE
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Virginia State Corporation Commissi
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FDD EXHIBITB TABLE OF CONTENTS OF O
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150 -151 152 153 153 154 -160 161 -
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FDD EXHIBITC LIST OF FRANCmSEES AS
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Name Scott & Shelby Mitteer Shane M
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Name Address Telephone GymDay Corp.
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Name Address Telephone Full of Life
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Name Address Telephone Colorado 534
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Name Address Telephone Good Life Ve
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Name Address Telephone H-I02 Inc. 1
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Name Address Telephone Chris Naples
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Name Address Telephone Bill Taylor
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Name Address Telephone Make It Happ
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Name Address Telephone Joe Koeppl 1
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Name Address Telephone Temple Keepe
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Name Address Telephone 7350 West St
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Name Address Telephone 24 Fitness,
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Name Address Telephone Dana Cates H
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Name Address Telephone Metairie Fit
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Name Address Telephone Ultimate Sec
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Name Address Telephone NK Fitness,
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Name Address Telephone FIF, Inc. 65
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Name Address Telephone J Abernethy,
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Name Address Telephone Kenneth & Kr
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Name Miranda Hills Miranda Hills Mi
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Name Address Telephone Kenny Stubbl
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Name Address Telephone West-Am Fitn
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Name Address Telephone 24 Fitness,
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Name Address Telephone Clifford Pie
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Name Address Telephone Rick Whittin
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Name Address Telephone Effects Pers
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Name Address Telepbone RL W Enterpr
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Name Address Telephone Silent Owl,
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Name Address Telephone 2101 Broadwa
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Name Address Telephone Dennis Rudni
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Name Address Telephone Fitness 180,
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Name Address Telephone 1604 N Calab
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Name Address Telephone Jerry Greger
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Name Address Telephone CM Fitness,
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Name Address Telephone Erik Recende
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Name Address Telephone Helen Wada 1
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Name Address Telephone Scott Schimm
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FDD EXHIBITD FINANCIAL STATEMENTS
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ANYTIME FITNESS, INC. FINANCIAL STA
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- This page intentionally left blan
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ANYTIME FITNESS, INC. STATEMENT OF
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ANYTIME FITNESS, INC. NOTES TO FINA
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ANYTllvIE FITNESS, INC. FINANCIAL S
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SUPPLEMENTAL DISCLOSURES OF CASH FL
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FA 12/09 FRANCHISE AGREEMENT ANYTIM
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ANYTIME FITNESS FRANCHISE AGREEMENT
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fees and a modification to the Prot
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5. MONTHLY FEE A. Monthly Fee. You
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1. We will have ten (10) business d
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containing such Marks as we designa
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1. You acknowledge that the mandato
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You will also allow us to visit you
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insurance program and waive any cla
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7. prior to the date of the propose
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C. Applicable Law. If the provision
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17. YOUR COVENANTS NOT TO COMPETE A
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arbitration proceeding brought agai
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provisions relating to assignment.
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L. Patriot Act. You represent and w
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1. Effective Date: ________ _ FRANC
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PERSONAL GUARANTY AND AGREEMENT TO
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STATE SPECIFIC ADDENDUM TO FRANCHIS
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IN WITNESS WHEREOF, the undersigned
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STATE SPECIFIC ADDENDUM AS REQUIRED
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ADA 12/09 AREA DEVELOPMENT AGREEMEN
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ANYTIME FITNESS® AREA DEVELOPMENT
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provided, however, that you will no
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1. Effective Date: _______ _ AREA D
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PERSONAL GUARANTY AND AGREEMENT TO
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STATE SPECIFIC ADDENDUM TO DEVELOPM
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FDD EXHIBITG STATE SPECIFIC ADDENDA
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5. The Franchise Agreement contains
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TOGETHER WITH A COPY OF ALL PROPOSE
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exercising a right of first refusal
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6. The following is added in Item 1
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Financing Consultant Agreement You,
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FDD EXHffiITI-l US BANK FINANCE DOC
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Page 298 and 299: REQUEST FOR DRIVER'S LICENSE Please
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Page 302 and 303: (9) Lessee shall have no remedy for
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Page 339: Re: "Obligor" Personal Guaranty To
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ANYTIME FITNESS FRANCHISE DISCLOSURE DOCUMENT

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