Terms & Conditions of Sale – MT as Seller
These terms and conditions of sale (these “Conditions”) shall apply to any sale of products (“Products”)
by Momentive Performance Materials Quartz, Inc. d/b/a Momentive Technologies (“Momentive” or“Seller”) to a buyer (“Buyer”). The Buyer and Seller are collectively referred to as the “Parties” and eachindividually as a “Party”.
1.
1.1

Applicable Terms
All sales by Seller to Buyer, whether initiated by written purchase order, electronic means, telephoneor any other method, will be subject to the following: (i) if a formal agreement is then in effect between
Buyer and Seller and applicable to such sale (a "Sales Agreement"), then any term in the Sales
Agreement that conflicts with these Conditions of Sale (“Conditions”) will apply, and these Conditions
will otherwise apply; and (ii) if no Sales Agreement is in effect, these Conditions, and the Productdescription and quantity specified in Buyer's order as accepted by Seller, will make up Buyer's
complete contract with Seller.

1.2

To promote their safe and effective use, all Products are provided solely for use or consumption by
Buyer, and any resale or other transfer of any such Products by Buyer is prohibited and will constitutea material breach of these Conditions. These Conditions may be modified only by the writtenagreement of Buyer and Seller. By purchasing Products from Seller, Buyer confirms its agreement withthese Conditions, and agrees that, even if Buyer sends Seller another form of agreement or terms, ormodifications to these Conditions, and Seller does not agree in writing, these Conditions shall govern.
The United Nations Convention on Contracts for the International Sale of Goods will not apply to any
sale of Products.

2.
2.1

Pricing; Order Documentation
Product prices are determined by the Sales Agreement then in effect, if any. In the absence of a Sales
Agreement, prices are determined by Seller’s list prices in effect at the time of shipment. Seller’s pricequotations to Buyer will expire automatically 30 days after the date of quotation. If Seller implements
a general or industry specific price increase for any Product, all quotations for such Product thenwithin the 30 day validity period, and all orders for such Product that are confirmed but not shipped
as of the effective date of such adjustment, shall be increased accordingly.

2.2

All prices are exclusive of VAT, all sales, use and excise taxes, any customs duties, taxes, levies andsimilar charges, premium freight costs, customized packaging, disassembly, tack-back, proper
recycling and disposal of waste and other costs applicable at the delivery date by Seller, and any othersimilar taxes, duties and charges of any kind imposed by any governmental authority on any amounts
payable by Buyer. Seller shall also be entitled to impose additional charges for the completion of forms,
at Buyer’s request, with respect to shipping. Buyer shall be responsible for all such charges, costs andtaxes; provided that, Buyer shall not be responsible for any taxes imposed on, or with respect to,
Seller’s income, revenues, gross receipts, personnel or real or personal property or other assets.

2.3

Unless otherwise indicated on the quote, written quotations by Seller shall expire automatically thirty(30) days after the date of the quotation. If Seller implements a general or industry specific priceincrease for any Product, all quotations for such Product then within the thirty (30) day validity period,
and all orders for such Product that are confirmed by not shipped as of the effective date of suchadjustment, shall be increased accordingly.

2.4

Changes to existing orders are subject to Seller’s acceptance and may result in an increase in per piece
price due to any reschedule and/or order changes. Any orders for customized Products are noncancellable. Cancellations to existing orders are subject to Seller’s prior written acceptance andreimbursement by Buyer of Seller’s incurred costs, including all labor costs and expenses and costs ofmaterials that are not useable by Seller, plus a thirty percent (30%) restocking fee. Such incurred costs
will be determined by Seller and communicated in writing to Buyer.

2.5

No Products shall be returned to Seller, whether for inspection, repair, replacement, or any otherreason, without prior approval from Seller. Products and parts must be returned in new or like new1

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condition with complete identification in accordance with Seller’s instructions or the shipment may
not be accepted. All returns must be sent FCA to Seller’s designated location (per Incoterms 2020)
unless otherwise instructed. Where authorization has been obtained to return Products for reasons
beyond warranty, a restocking charge of thirty percent (30%) and any additional transportation
charges are applicable.
3.
3.1

Shipment Terms and Delivery
Unless otherwise agreed to in writing by Seller, all shipments shall be made FCA (as defined in
Incoterms 2020) – to Seller’s designated location. Risk of loss or damage to Products will pass from
Seller to Buyer at the time such Products are first delivered to a commercial transportation carrier or
appointed party for shipment. Seller retains title to all parts and Products delivered to Buyer until
receipt by Seller of all amounts invoiced including interest and charges, as applicable. All delivery dates
are estimates only. Buyer agrees that a variation of up to 10% in quantity delivered is acceptable toBuyer and shall constitute fulfillment of an order.

3.2

Except as otherwise stated herein, the Products shall be deemed to have been accepted by Buyer thirty(30) calendar days after delivery of the Product, unless Buyer notifies Seller, in writing, within that
period, of the reasons for non-acceptance. Notwithstanding the foregoing, use of the Products by
Buyer, its agent, employees, or customers, shall constitute acceptance of the Products by Buyer.

4.
4.1

Payment Terms
Payment will be due in full, in U.S. Dollars, within thirty (30) days after the invoice date. Buyer shall
reimburse Seller for Seller’s costs of collection, including, without limitation, any reasonable attorney’s
fees, and legal costs if Buyer fails to pay Seller within such 30-day period, including interest at the rateof 1.5% per month, or the maximum interest rate permitted by applicable law, whichever is less, on
any past-due amounts.

4.2

If Buyer is in default of its obligations hereunder, files for bankruptcy, or is reasonably believed bySeller to be insolvent, then Seller, in Seller’s sole discretion, reserves the right, without prejudice toany other rights or remedies which Seller may have under the applicable law, to (i) suspend or
withhold shipments (including partial shipments of any purchase order) of Product to Buyer, or cease
any performance, until such time as payment is received from Buyer in full, (ii) reject any new purchaseorders received from Buyer, (iii) retain ownership of any re-usable packaging, and/or (iv) require
Buyer to prepay for further Product shipments until complete payment has been received. Buyer shallnot withhold payment of any amounts due and payable by reason of any set-off of any claim or disputewith Seller, whether relating to Seller’s breach, bankruptcy or otherwise.

4.3

Upon written request from Seller, Buyer shall provide Seller with all then-current financial informationnecessary at any time to review and confirm Buyer’s creditworthiness. Buyer has no right to offset
against claims and has no right of retention or withholding payment unless Buyer’s counterclaim has
been established by a final and binding decision of the competent court or is undisputed.

5.
5.1

Quality & Audit
Seller shall maintain a recognized and suitable quality assurance system for its Products and services.
Buyer may, at its sole cost and expense, audit the quality assurance system on Seller’s premises,
relating to its existence and application under this agreement, at a mutually agreed upon date, with atleast three (3) weeks’ advance written notice and not more than once per calendar year.

6.

Limited Warranty
Seller warrants to Buyer for a period of twelve (12) months that all Products sold to Buyer will be freeof any claim of ownership by third parties and will materially conform to Seller’s specifications in effectat the time of manufacture, or such other specifications as shall have been expressly agreed in writing
by Buyer and Seller. Buyer will inspect all Products for damage, defect or shortage promptly after
Buyer receives them. Buyer will be deemed to have accepted the Products unless it promptly notifies
Seller in writing of any nonconforming Products. The conditions of any test for conformance with2

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specifications shall be mutually agreed upon and Seller will be notified in writing of, and may be
represented at, all such tests. Buyer agrees that, if any Product is determined not to conform to thewarranty set forth above during the period ending at the earlier of (i) six months from date of shipment
by Seller, or (ii) the applicable “Use By” date set by Seller, if any, Buyer’s sole and exclusive remedy
shall require only that Seller, in Seller’s sole discretion, repair or replace the defective Product.
Defective Products shall not be returned by Buyer until authorized by Seller. THIS LIMITEDWARRANTY IS GIVEN ONLY TO THE ORIGINAL PURCHASER, IT MAY NOT BE TRANSFERRED ORASSIGNED AND DOES NOT EXTEND TO ANY SUBSEQUENT PURCHASER OR TRANSFEREE OF
PRODUCTS. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL,STATUTORY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.
7.

Limitation of Claims
Except as agreed in the Limited Warranty set forth above, Seller will not be responsible for any harmarising out of Buyer’s purchase, possession or use of any Product, whether based in contract, warranty,
negligence or other tort, strict liability or otherwise. SELLER WILL NOT BE LIABLE FORCONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR EXEMPLARY DAMAGES,INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, EQUIPMENT DOWNTIME, COST OF ANY
SUBSTITUTE FOR PRODUCTS, CLAIMS OF THIRD PARTIES OR INJURY TO PERSONS OR
PROPERTY. THIS LIMITATION SHALL APPLY NOTWITHSTANDING A FINDING THAT ANY
REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL SELLER'S AGGREGATE
LIABILITY ARISING OUT OF OR RELATED TO THESE CONDITIONS, WHETHER ARISING OUT OF
OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE,
EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE PRODUCTS SOLDHEREUNDER.

8.

Advice and Other Services
Buyer agrees that Seller will not have control over the design, testing or labeling of any productproduced using Seller's Products, and that Buyer is not relying on any representation or statement
made by, or on behalf of, Seller with respect to the suitability of any Product for any purpose, or on any
advice, recommendation or information obtained from Seller's product literature or web sites,
including any design aid or other service made available by Seller. Buyer has tested and investigatedthe Products enough to form an independent judgment concerning their suitability for the use,conversion or processing intended by Buyer and will not make, and herby waives, any claim against
Seller based on Seller’s advice, statements, information, services or recommendations.

9.
9.1Intellectual Property
Any suggestions Seller makes about possible articles, designs or uses of Products do not give Buyer alicense under any patent or other intellectual property right covering such articles, designs or uses,
nor are they a recommendation that Buyer use any Product in a manner that may infringe any patentor other intellectual property right. If there is a claim that any Product, in the form in which Seller soldit to Buyer, infringes another person’s patent or other intellectual property right in the jurisdiction inwhich such sale took place, then (i) Seller will defend Buyer against such claim, provided that Seller isnotified promptly in writing and given all necessary information, assistance, and authority to defend
the same, and will pay all damages and costs finally awarded to Buyer as a result thereof, and (ii) if any
Product subject to such a claim is determined to infringe another person’s patent or other intellectual
property right, Seller shall, at its sole option and expense, either procure for Buyer the right to continue
using the Product or accept return of the Product from Buyer and refund the purchase price thereof.
The foregoing states the entire obligation of Seller for intellectual property infringement. Seller shallnot be responsible for, and Buyer shall hold Seller harmless against, any damages and costs incurredby Seller as a result of any claim of infringement of another person’s patent or other intellectual
property right that arises from Seller's compliance with any specification or instruction provided byBuyer. If Buyer becomes aware of any claim of the type described above, it will promptly notify Seller3
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in writing and give Seller all necessary information, assistance and exclusive authority for the defenseof any such claim and its settlement.
9.2

Buyer shall indemnify and hold Seller harmless from and against any and all losses, costs, expenses,
claims, demands, suits, and judgments arising from actual or alleged infringements of any third party’s
intellectual property rights by any Product manufactured to Buyer’s specifications, or to the extent
that such infringement is caused by Seller’s compliance with any Buyer requirement, modification, or
specification.

9.3

Buyer hereby warrants that all part designs, drawings, specifications and any other information
disclosed to Seller belongs either to Buyer or a third party who has given legal permission to Buyer toprovide such information to Seller, and that Buyer is under no restrictions from disclosing suchinformation to Seller, and that such disclosure does not constitute a breach of any duty ofconfidentiality owed by Buyer to any third party. All drawings are required to be on Buyer’s letterhead,or that of a third party for whom Buyer is legally entitled to act, prior to acceptance of order.

9.4

Seller claims all proprietary rights in the Products and any information shipped or associated with theProducts. Each party reserves ownership and copyrights with respect to its illustrations, drawings,
calculations and other documents. Nothing in this agreement will function to transfer any of either’party’s intellectual property rights to the other party. Drawings and technical information are issued
in confidence and may not be disclosed, reproduced, disseminated, or used by either party without theother party’s prior express written consent.

10.
10.1

Termination
Without prejudice to any other rights of termination provided herein, the agreement between theParties may be terminated immediate at any time, effective upon written notice under the following
conditions:(a) by either Party if the other Party commits a material breach of this agreement and suchbreach is not cured within thirty (30) business days of written notice of such breach, or if suchbreach is not reasonably subject to cure within thirty (30) business days, or if the Party inbreach has not commenced a continuous good faith effort to cure the default; or(b) by either Party if the other Party ceases its business operations, makes a generalassignment for the benefit of creditors, or becomes subject to insolvency or voluntary
bankruptcy or receivership proceedings, or if bankruptcy or receivership proceedings are
initiated against that Party and not lifted within thirty (30) days.

11.

Events Beyond Seller’s Control
Seller will not be responsible if Seller's performance of any obligation hereunder (other than thepayment of money) becomes impossible or commercially unreasonable due to any cause or event
beyond Seller’s reasonable control, including, without limitation, acts of God, acts of any governmental
authority, acts of Buyer, acts of terrorism, war, civil disturbance, global health conditions (including
any epidemic, pandemic or disease outbreak (including the COVID-19 virus)), labor disruption or
strike, fire, explosion, release of dangerous or hazardous materials, inability to obtain necessary raw
materials, utilities, transportation, machinery or services, and any similar or dissimilar cause or event.

12.
12.1

Confidential Information“Confidential Information” means all non-public, confidential, or proprietary information (whether
communicated in writing, verbally, electronically or by any other means and whether communicateddirectly or indirectly), including but not limited to specifications, samples, patterns, designs, plans,drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, andinformation in connection with these Conditions and the transactions contemplated therein, or any
related agreement, which by its nature is intended to be for the knowledge of the receiving Party alone,
and whether or not marked as “confidential” or “proprietary” or which is otherwise confidential, and4
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all information concerning the business transactions and the financial arrangements of any Party withany person with whom that Party is in a confidential relationship with regard to the matter in question.
12.2

Neither Party, including but not limited to its affiliated entities, owners, managers and employees
shall, without the prior written consent of the disclosing Party, for any purpose other than the proper
performance of its obligations under these Conditions make use of or disclose or permit the use or
disclosure to any third party of any trade secrets or other Confidential Information, whether relating
to the method of operation or business of the other Party or the Products which it may receive or obtain
either directly or indirectly, or make any public announcement, communication or circular concerning
the transactions to which these Conditions shall apply. This obligation shall remain in force 5 (five)
years after fulfilment of the Products. Upon Seller's request, Buyer shall promptly return all documents
and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation ofthis clause.

12.3

A disclosing Party has no liability or responsibility for errors or omissions in, or any decisions madeby the receiving Party in reliance on any Confidential Information disclosed under these PurchaseTerms. No warranties of any kind (whether express, implied or statutory) are made in connection with
the Products as to the accuracy or completeness of the Confidential Information disclosed.

12.4

This clause does not apply to information that Buyer can document is: (i) in the public domain; (ii)known to Buyer at the time of disclosure; or (iii) rightfully obtained by Buyer on a non-confidential
basis from a third party.

13.

Assignment
No assignment of any rights or delegation of any duties of Buyer shall be valid or binding unless suchassignment or delegation is in writing and Seller provides prior written approval of such assignment
or delegation.

14.

Governing Law
The terms & conditions of this agreement, their interpretation and any contractual or non-contractual
obligations arising out of or in connection with it are governed by and shall be construed in accordancewith the laws of the country where Seller (i.e., the affiliated entity, subsidiary, or holding company thatenters into the agreement) has its registered office without regard to any conflict of law rules. Any
dispute arising directly or indirectly out of the terms and conditions of this agreement shall be resolved
exclusively by the competent courts in having jurisdiction over the area where the Seller has its
registered office.

15.
15.1

Compliance with Law; Anti-Corruption; Export Control
The products supplied by Seller under this agreement may be subject to export controls under the laws
and regulations of the United States (U.S.), the United Nations (UN), the European Union (EU), United
Kingdom (UK), or the country of export pursuant to applicable law. Such regulations include but are
not limited to the U.S. Export Administration Act and Trading with Enemy Act and the International
Traffic in Arms Regulation (ITAR). Unless otherwise provided for by applicable mandatory laws, Buyer
shall comply with such laws and regulations governing export, re-export, transfer, and use of Seller
Products and will obtain all required U.S., UN, EU, UK, and local authorizations, permits, or licenses.
Buyer and Seller each agree to provide the other Party with information, supporting documentation,
and assistance as may reasonably be required by the other, in connection with securing authorizations
or licenses. Buyer’s obligations under this clause shall survive the expiration or termination of thisagreement.

15.2

Buyer shall comply with all applicable laws, including, without limitation, the U.S. Foreign Corrupt
Practices Act, relating to the Products and their use. Buyer shall not take any action in connection with
Seller’s Products deemed to support a boycott of any country unauthorized by the government of the
US, UN, EU, UK, or any government and pursuant to applicable law, or otherwise take any action which
will place Seller or any associated company of Seller in jeopardy of breaching or violating any suchlaws or regulations or interpretations thereof.
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15.3

Seller makes no warranty or representation with respect to the Products compliance with applicablelaw. Buyer has and shall maintain in effect all the licenses, permissions, authorizations, consents, andpermits that it needs to carry out its obligations under this contract. If Buyer is purchasing the Productin connection with an agreement with a governmental authority, Buyer acknowledges that it is solely
responsible for complying with the terms of such agreement, including any obligations that Buyer isrequired to impose on its sub-contractors.

15.4

Buyer shall obtain all licenses, permits, and approvals required by any government or applicable
authority, including any recycling or takeback programs applicable to packaging of Products, and shallcomply with all applicable laws, rules, regulations, policies and procedures and any requirements
applicable to the , use, sale, loan, purchase, destruction and distribution of Products under any laws
and regulations, of any government or other competent authority where the Products are to be usedor deployed (collectively, “Applicable Laws”). In the event of any third-party claim against Seller
relating to the foregoing, Buyer shall provide all necessary information and assistance in the resolutionof the claim and Buyer shall indemnify and hold Seller harmless against any such third-party’s claim.
Buyer warrants that it shall not take any action or permit or authorize any action that will render Seller
liable for a violation of the U.S. Foreign Corrupt Practices Act, UK Bribery Act and any applicable local
law, which prohibits the offering, giving or promising to offer or give, directly or indirectly, money oranything of value to any official of a government, political party or instrumentality thereof in order toassist it or Seller in obtaining or retaining business. Seller strives to maintain the highest standards ofbusiness integrity. If Buyer has any cause for concern regarding any business practices these should
be reported to Seller. Buyer acknowledges that the failure to comply with all such Applicable Laws
and/or Seller’s policies will be deemed a material breach of this contract and shall entitle Seller toterminate this agreement (in addition to any other remedies Seller may have at law or equity). Buyer
agrees to indemnify, defend and hold Seller harmless from any breach of Buyer’s obligation under thisclause.

15.5

Buyer shall comply with all export and import laws of all countries involved in the sale of the Products
under these Conditions. Buyer assumes all responsibility for shipments of goods requiring any
government import clearance. Seller may terminate these Conditions if any governmental authority
imposes antidumping or countervailing duties or any other penalties on goods.

15.6

Buyer certifies that it will not use, or knowingly support the use by others of, such Products, technology
or software in the design, development, production or use of nuclear, chemical or biological weapons,land mines or ballistic missiles. At all times, Seller will be entitled to decline to sell or ship to any party
appearing on the Denied Persons List published by the Bureau of Industry and Security of the U.S.
Department of Commerce or identified in any similar governmental publication.

16.

Health and Safety Compliance
Seller will give Buyer Safety Data Sheets (“SDSs”) for Products sold to Buyer. Buyer understands thatsome Products may be hazardous materials or hazardous substances under various laws andregulations when handled or processed. Buyer agrees to familiarize itself (without further reliance on
Seller) with any hazards of the Products, their processing and applications and the containers in which
the Products are shipped. Buyer agrees to provide the SDSs to all those required by law to receive thesame and to inform and train its employees, and properly warn and instruct its customers, as tohazards identified in the SDSs or discovered by Buyer in its investigations. Buyer agrees to properly
manage and dispose of all wastes and residues resulting from its use of all Products, including any
disposable packaging, in accordance with applicable disposal or recycling laws.

17.

Electronic Commerce
Buyer may not share any password, access code or similar credential issued to it by Seller, and Seller
reserves the right to suspend or revoke any such credential. Buyer is solely responsible for ensuring
the security and integrity of its ordering process. Any information provided by Seller via any internet
site or electronic communication (i) is subject to correction or change without notice, and (ii) is
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provided for the sole use of Buyer for purposes of facilitating individual transactions involving thepurchase and sale of Products. Seller may issue electronic invoices for any purchases of Products madeusing the Internet, e-mail or any other computer-based electronic communications method, and agrees
to honor such invoice as if it had been delivered in writing.
18.

Medical Applications
Buyer understands that the Products are not intended for use in any medical application involving
permanent implantation in the human body, or any such implantation lasting longer than 29 days, andagrees not to use any Product for any such application, or for any other application into which, toBuyer’s knowledge, Seller has previously declined to sell Products.

19.

GeneralNeither course of performance or dealing, nor usage of trade, nor prior writings or agreements shallbe used to qualify, explain or supplement any of these Conditions of Sale. The invalidity, in whole or inpart, of any term herein, shall not affect any other term, each of which shall be enforced to the full
extent permitted by law. These Conditions are for the sole benefit of the Parties hereto and theirrespective successors and permitted assigns and nothing herein, express or implied, is intended to or
shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any
nature whatsoever under or by reason of these Conditions.

20.

Waiver.
No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth inwriting and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or
privilege arising from these Conditions operates, or may be construed, as a waiver thereof. No single
or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege.

21.

Notices.
All notices, request, consents, claims, demands, waivers and other communications hereunder (each,a "Notice") shall be in writing and addressed to the Parties at the addresses set forth on the face of theSeller’s acceptance of an order or to such other address that may be designated by the receiving party
in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier(with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail(in each case, return receipt requested, postage prepaid). Except as otherwise provided in thisAgreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving
the Notice has complied with the requirements of this Section.

22.
22.1

Miscellaneous.
This agreement constitutes the entire understanding between the Parties as to the subject matter ofthis agreement and supersedes all other agreements, whether written or oral, between the Parties.

22.2

Buyer may bring any dispute or claim against Seller only in Buyer’s individual capacity and not as aclass action or representative action.

22.3

Nothing in this agreement (i) creates a partnership between the Parties; (ii) establishes either Party
as the agent of the other; or (iii) entitles either Party to commit or bid the other.

22.4

The following sections will survive expiration or termination of the agreement: payment terms,
intellectual property, confidentiality, disclaimer, indemnification, liability, miscellaneous, and any
additional sections which by their nature are intended to survive any expiration or termination.

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