Agreement to Resolve Outstanding Franchise Issues



 Exhibit 10.(tt) 
 AGREEMENT TO RESOLVE OUTSTANDING FRANCHISE ISSUES 
 This Agreement To Resolve Outstanding
Franchise Issues (“Agreement”) is made and entered into between TXU Electric Delivery Company (“Electric Delivery”) and the Steering Committee of Cities Served by TXU Electric Delivery Company on behalf of all cities listed on
Exhibit A to this Agreement (“Cities”), hereinafter referred to jointly herein as “Signatories.” The cities listed on Exhibit A to this Agreement are hereinafter referred to as “Member Cities.” 
 WHEREAS, several Member Cities have expressed concern about the increasing cost and complexity of managing utilities in public rights-of-way and the
desire to receive increased compensation from utilities for their use of such rights-of-way; 
 WHEREAS, several Member Cities who receive
their franchise fee payments from Electric Delivery on a prospective yearly basis have expressed interest in transitioning to prospective quarterly payments; 
 WHEREAS, the Signatories desire to resolve outstanding issues related to franchises; and 
 WHEREAS, after
extensive negotiations, the Signatories have reached a resolution of those issues. 
 NOW, THEREFORE, the Signatories, through their
undersigned representatives, hereby agree to the following: 
 1. The Signatories agree that this Agreement shall become effective only upon the execution of
this Agreement and of the Extension and Modification of Settlement Agreement between the Signatories dated January 27, 2006. The effectiveness of this Agreement shall be accomplished pursuant to the terms of paragraphs 4 and 19 of the Extension and
Modification Settlement Agreement. 
 2. To recognize the increasing cost and complexity of managing utilities in public rights-of-way, Electric Delivery
agrees to increase the franchise fee factor for each Member City on January 1, 2006, by 2%. The franchise fee factor is the amount per kilowatt hour which is multiplied times the number of kilowatt hours of electricity delivered by Electric
Delivery to each retail customer whose consuming facility’s point of delivery is located within the Member City’s municipal boundaries. Electric Delivery will also increase the franchise fee factor to be paid in the Member Cities an
additional 1% on January 1, 2007, on January 1, 2008, and on January 1, 2009, for a total potential increase of 5% above the franchise fee factor in effect on December 31, 2005. Exhibit B to this Agreement reflects the franchise
fee factors in effect for all Member Cities in 2005, and the increased franchise fee factors for Member Cities provided by this paragraph for 2006, 2007, 2008, and 2009. 
 3. Electric Delivery’s obligation to increase its franchise fee payments to reflect the increased franchise fee factors described in paragraph 2 ceases on the date upon which: (1) Electric Delivery is called
in for a rate case by any municipality; (2) a proceeding concerning Electric Delivery’s rates is initiated under Subchapters C or D of the Public Utility Regulatory 

  

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Act, Tex. Util. Code Title 2 (“PURA”) Chapter 36; (3) a proceeding affecting Electric Delivery’s rates is initiated as a result of a
settlement; or (4) legislation becomes effective that modifies the franchise fee authorized by the PURA. 
 4. The Signatories agree that if the Public
Utility Commission of Texas denies recovery in Electric Delivery’s rates of the fees associated with the increased franchise fee factors described in paragraph 2, then the franchise fee factors immediately revert to the franchise fee factors in
effect on December 31, 2005. Electric Delivery will not seek to impose a refund or credit obligation on Member Cities for franchise fees already paid under the increased franchise fee factors. 
 5. Electric Delivery agrees to amend its existing franchise agreements with those Member Cities who receive their annual franchise fee payments from Electric Delivery on
a prospective basis, and who wish to receive franchise fee payments on a quarterly basis, to reflect the following points. Implementation of this amendment will be at each eligible Member City’s option. Exhibit C is a list of Member Cities who
are eligible to take advantage of this provision. For the purposes of this Agreement, “privilege period” is the period during which Electric Delivery will have the right to use the public rights-of-way to deliver electricity to a retail
customer. “Basis period” is the period during which kWh delivered to each retail customer whose consuming facility’s point of delivery is located within the Member City’s municipal boundaries is used for the payment calculation.

  

	 	(a.)	In calendar year 2006, the annual payment to be made by Electric Delivery to the eligible Member Cities will be paid in full on the date required by the applicable franchise
agreement. 

  

	 	(b.)	Electric Delivery agrees to amend the franchise of eligible Member Cities to make quarterly payments on a prospective basis in lieu of the annual prospective payments as follows:


  

	 	(i.)	A quarterly payment schedule will be established with the first quarterly payment due three months after the 2006 annual payment date in the existing franchise.


  

	 	(ii.)	If the franchise amendment reflecting this Agreement is not effective prior to the first quarterly payment date, Electric Delivery will pay any quarterly payments due within 30 days
of the effective date of the amendment. Subsequent payments will be made in accordance with the schedule established in the franchise amendment. 

  

	 	(iii.)	The basis period used in determining the first quarterly payment will be the three-month period immediately following the end of the basis period designated in the existing
franchise agreement that corresponds to the last annual payment made in 2006. The basis period used in determining each subsequent quarterly payment will be the subsequent three-month period. 

  

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	 	(iv.)	The privilege period covered by the first quarterly payment will be the three-month period immediately following the end of the privilege period designated in the existing franchise
agreement that corresponds to the last annual payment made in 2006. The privilege period for each subsequent quarterly payment will be the subsequent three-month period. 

  

	 	(c.)	For an eligible Member City that chooses to amend its franchise agreement with Electric Delivery in this manner, Electric Delivery will cease to make annual franchise fee payments
after December 31, 2006. 

  

	 	(d.)	In no instance will Electric Delivery agree to payment provisions that would require payment for the same privilege period twice. 

  

	 	(e.)	The franchise amendment must extend the term of the amended franchise agreement for at least five years beyond its current expiration date. 

  

	 	(f.)	Since the quarterly franchise payments will correspond to a privilege period that is more than 12 months beyond the date of the payment, no franchise payments will be made during
the final year of the franchise term unless the franchise is extended as set out herein. The amended franchise agreement will include a provision allowing Electric Delivery to elect to make one or more quarterly payments during the final year of the
franchise term that will prepay in full the corresponding number of quarterly franchise periods that extend beyond what would otherwise be the term of the franchise agreement. The amended franchise agreement will include a provision requiring that
any subsequent franchise agreement must recognize that any quarterly payments made during the final year of the amended franchise agreement term constitute full payment for the relevant quarterly franchise periods. 

  

	 	(g.)	Unless the existing franchise agreement is due to expire within 12 months of the date this Agreement is ratified, no other changes to the franchise will be included as part of this
franchise amendment. If the existing franchise agreement is due to expire within 12 months of the date this Agreement is ratified, the parties’ ability to negotiate other provisions of the franchise at the time the franchise is amended to
accommodate this Agreement is not so limited. 

 6. Each person executing this Agreement represents that he or she is authorized to sign this
Agreement on behalf of the party represented. 
 7. The Signatories expressly acknowledge and agree that oral and written statements made by any party or its
representative during the course of the negotiations that led to this Agreement cannot be used or portrayed as an admission or concession of any sort and shall not be admissible as evidence in any proceeding in any forum. 
  

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 Executed on this the 27th day of January, 2006, by the Signatories hereto, by and through their undersigned duly
authorized representatives. 
  

									
	TXU Electric Delivery Company	 		 	Steering Committee of Cities Served by TXU Electric Delivery Company on behalf of all cities listed on Exhibit A to this Agreement
					
	By:	 	 /s/ David T. Gill
	 		 	By:	 	 /s/ Jay Doegey

	Its:	 	 Vice President
	 		 	Its:	 	 Chair


  

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 Exhibit A 
 City of Addison 
 City of Allen 
 City of Alvarado

 City of Andrews 
 City of Archer City 
 City of Arlington 
 City of Belton 
 City of Benbrook 
 City of Big Spring 
 City of Breckenridge 
 City of Bridgeport 
 City of Brownwood 
 City of Buffalo 
 City of Burkburnett 
 City of Burleson 
 City of Caddo Mills 
 City of Cameron 
 City of Canton 
 City of Carrollton 
 City of Celina 
 City of Centerville 
 City of Cleburne 
 City of Colleyville 
 City of Collinsville 
 City of Comanche 
 City of Corinth 
 City of Crowley 
 City of Dallas 
 City of Dalworthington Gardens 
 City of DeLeon 
 City of Denison 
 City of Early 
 City of Eastland 
 City of Edgecliff Village 
 City of Euless 
 City of Farmers Branch 
 City of Flower Mound 
 City of Forest Hill 
 City of Fort Worth 
 City of Frisco 
 City of Frost 
 City of Glenn Heights 
 City of Grand Prairie 
 City of Granger 
 City of Grapevine 
 City of Gunter 
 City of Harker Heights 
 City of Heath 
 City of Henrietta 
 City of Hewitt 
 City of Highland Park 
 City of Honey Grove 
 City of Howe 
 City of Hurst 
 City of Hutto 
 City of Irving 
 City of Jolly 
 City of Josephine 
 City of Justin 
 City of Kaufman 
 City of Keller 
 City of Kerens 
 City of Lakeside 
 City of Lamesa 
 City of Lindale 
 City of Little River Academy 
 City of Malakoff 
 City of Mansfield 
 City of McKinney 
 City of Midland 
 City of Murphy 
 City of Murchison 
 City of New Chapel Hill 
 City of North Richland Hills 
 City of O’Donnell 
 City of Oak Leaf 
 City of Oak Point 
 City of Odessa 
 City of Ovilla 
 City of Palestine 
 City of Pantego 
 City of Paris 
 City of Plano 
 City of Ranger 
 City of Rhome 
 City of Richardson 
 City of Richland Hills 
 City of Roanoke 
 City of Robinson 
 City of Rockwall 
 City of Rosser 
 City of Rowlett 
 City of Sherman 
 City of Snyder 
 City of Southlake 
 City of Sulphur Springs 
 City of Sunnyvale 
 City of Sweetwater 
 City of Temple 
 City of The Colony 
 City of Tyler 
 City of University Park 
 City of Venus 
 City of Waco 
 City of Watauga 
 City of White Settlement 
 City of Wichita Falls 
 City of Woodway 









 Exhibit B 
  

													
	Steering Committee Cities
	Franchise Factor Increases
	 #
	  	 City Name
	  	Factor	  	2006
Factor + 2%	  	2007
Factor + 3%	  	2008
Factor + 4%	  	2009
Factor + 5%
	 1
	  	Addison	  	0.002544	  	0.002595	  	0.002620	  	0.002646	  	0.002671
	 2
	  	Allen	  	0.002794	  	0.002850	  	0.002878	  	0.002906	  	0.002934
	 3
	  	Alvarado	  	0.003096	  	0.003158	  	0.003189	  	0.003220	  	0.003251
	 4
	  	Andrews	  	0.003145	  	0.003208	  	0.003239	  	0.003271	  	0.003302
	 5
	  	Archer City	  	0.003274	  	0.003339	  	0.003372	  	0.003405	  	0.003438
	 6
	  	Arlington	  	0.002766	  	0.002821	  	0.002849	  	0.002877	  	0.002904
	 7
	  	Belton	  	0.003115	  	0.003177	  	0.003208	  	0.003240	  	0.003271
	 8
	  	Benbrook	  	0.003002	  	0.003062	  	0.003092	  	0.003122	  	0.003152
	 9
	  	Big Spring	  	0.002670	  	0.002723	  	0.002750	  	0.002777	  	0.002804
	 10
	  	Breckenridge	  	0.002251	  	0.002296	  	0.002319	  	0.002341	  	0.002364
	 11
	  	Bridgeport	  	0.002547	  	0.002598	  	0.002623	  	0.002649	  	0.002674
	 12
	  	Brownwood	  	0.003069	  	0.003130	  	0.003161	  	0.003192	  	0.003222
	 13
	  	Buffalo	  	0.003133	  	0.003196	  	0.003227	  	0.003258	  	0.003290
	 14
	  	Burkburnett	  	0.003003	  	0.003063	  	0.003093	  	0.003123	  	0.003153
	 15
	  	Burleson	  	0.002976	  	0.003036	  	0.003065	  	0.003095	  	0.003125
	 16
	  	Caddo Mills	  	0.003418	  	0.003486	  	0.003521	  	0.003555	  	0.003589
	 17
	  	Cameron	  	0.002873	  	0.002930	  	0.002959	  	0.002988	  	0.003017
	 18
	  	Canton	  	0.003216	  	0.003280	  	0.003312	  	0.003345	  	0.003377
	 19
	  	Carrollton	  	0.002695	  	0.002749	  	0.002776	  	0.002803	  	0.002830
	 20
	  	Celina	  	0.003200	  	0.003264	  	0.003296	  	0.003328	  	0.003360
	 21
	  	Centerville	  	0.003150	  	0.003213	  	0.003245	  	0.003276	  	0.003308
	 22
	  	Cleburne	  	0.002354	  	0.002401	  	0.002425	  	0.002448	  	0.002472
	 23
	  	Colleyville	  	0.002984	  	0.003044	  	0.003074	  	0.003103	  	0.003133
	 24
	  	Collinsville	  	0.003212	  	0.003276	  	0.003308	  	0.003340	  	0.003373
	 25
	  	Comanche	  	0.003203	  	0.003267	  	0.003299	  	0.003331	  	0.003363
	 26
	  	Corinth	  	0.002901	  	0.002959	  	0.002988	  	0.003017	  	0.003046
	 27
	  	Crowley	  	0.003095	  	0.003157	  	0.003188	  	0.003219	  	0.003250
	 28
	  	Dallas	  	0.002622	  	0.002674	  	0.002701	  	0.002727	  	0.002753
	 29
	  	Dalworthington Gardens	  	0.003023	  	0.003083	  	0.003114	  	0.003144	  	0.003174
	 30
	  	De Leon	  	0.003280	  	0.003346	  	0.003378	  	0.003411	  	0.003444
	 31
	  	Denison	  	0.002766	  	0.002821	  	0.002849	  	0.002877	  	0.002904
	 32
	  	Early	  	0.003221	  	0.003285	  	0.003318	  	0.003350	  	0.003382
	 33
	  	Eastland	  	0.003148	  	0.003211	  	0.003242	  	0.003274	  	0.003305
	 34
	  	Edgecliff Village	  	0.002796	  	0.002852	  	0.002880	  	0.002908	  	0.002936
	 35
	  	Euless	  	0.002971	  	0.003030	  	0.003060	  	0.003090	  	0.003120
	 36
	  	Farmers Branch	  	0.002452	  	0.002501	  	0.002526	  	0.002550	  	0.002575
	 37
	  	Flower Mound	  	0.003031	  	0.003092	  	0.003122	  	0.003152	  	0.003183
	 38
	  	Forest Hill	  	0.002915	  	0.002973	  	0.003002	  	0.003032	  	0.003061
	 39
	  	Fort Worth	  	0.002651	  	0.002704	  	0.002731	  	0.002757	  	0.002784
	 40
	  	Frisco	  	0.002964	  	0.003023	  	0.003053	  	0.003083	  	0.003112
	 41
	  	Frost	  	0.003336	  	0.003403	  	0.003436	  	0.003469	  	0.003503
	 42
	  	Glenn Heights	  	0.003110	  	0.003172	  	0.003203	  	0.003234	  	0.003266
	 43
	  	Grand Prairie	  	0.002651	  	0.002704	  	0.002731	  	0.002757	  	0.002784
	 44
	  	Granger	  	0.003392	  	0.003460	  	0.003494	  	0.003528	  	0.003562
	 45
	  	Grapevine	  	0.002545	  	0.002596	  	0.002621	  	0.002647	  	0.002672
	 46
	  	Gunter	  	0.003103	  	0.003165	  	0.003196	  	0.003227	  	0.003258
	 47
	  	Harker Heights	  	0.003099	  	0.003161	  	0.003192	  	0.003223	  	0.003254
	 48
	  	Heath	  	0.003072	  	0.003133	  	0.003164	  	0.003195	  	0.003226
	 49
	  	Henrietta	  	0.003226	  	0.003291	  	0.003323	  	0.003355	  	0.003387
	 50
	  	Hewitt	  	0.003060	  	0.003121	  	0.003152	  	0.003182	  	0.003213
	 51
	  	Highland Park	  	0.002885	  	0.002943	  	0.002972	  	0.003000	  	0.003029
	 52
	  	Honey Grove	  	0.003388	  	0.003456	  	0.003490	  	0.003524	  	0.003557
	 53
	  	Howe	  	0.003245	  	0.003310	  	0.003342	  	0.003375	  	0.003407
	 54
	  	Hurst	  	0.002979	  	0.003039	  	0.003068	  	0.003098	  	0.003128










 Exhibit B 
  

													
	 #
	  	 City Name
	  	Factor	  	2006
Factor + 2%	  	2007
Factor + 3%	  	2008
Factor + 4%	  	2009
Factor + 5%
	 55
	  	Hutto	  	0.003395	  	0.003463	  	0.003497	  	0.003531	  	0.003565
	 56
	  	Irving	  	0.002650	  	0.002703	  	0.002730	  	0.002756	  	0.002783
	 57
	  	Jolly	  	0.002967	  	0.003026	  	0.003056	  	0.003086	  	0.003115
	 58
	  	Josephine	  	0.003221	  	0.003285	  	0.003318	  	0.003350	  	0.003382
	 59
	  	Justin	  	0.003243	  	0.003308	  	0.003340	  	0.003373	  	0.003405
	 60
	  	Kaufman	  	0.003029	  	0.003090	  	0.003120	  	0.003150	  	0.003180
	 61
	  	Keller	  	0.003061	  	0.003122	  	0.003153	  	0.003183	  	0.003214
	 62
	  	Kerens	  	0.003312	  	0.003378	  	0.003411	  	0.003444	  	0.003478
	 63
	  	Lakeside	  	0.003168	  	0.003231	  	0.003263	  	0.003295	  	0.003326
	 64
	  	Lamesa	  	0.003045	  	0.003106	  	0.003136	  	0.003167	  	0.003197
	 65
	  	Lindale	  	0.002999	  	0.003059	  	0.003089	  	0.003119	  	0.003149
	 66
	  	Little River-Academy	  	0.003156	  	0.003219	  	0.003251	  	0.003282	  	0.003314
	 67
	  	Malakoff	  	0.002847	  	0.002904	  	0.002932	  	0.002961	  	0.002989
	 68
	  	Mansfield	  	0.002834	  	0.002891	  	0.002919	  	0.002947	  	0.002976
	 69
	  	Mckinney	  	0.002728	  	0.002783	  	0.002810	  	0.002837	  	0.002864
	 70
	  	Midland	  	0.002944	  	0.003003	  	0.003032	  	0.003062	  	0.003091
	 71
	  	Milford	  	0.003383	  	0.003451	  	0.003484	  	0.003518	  	0.003552
	 72
	  	Murchison	  	0.003351	  	0.003418	  	0.003452	  	0.003485	  	0.003519
	 73
	  	Murphy	  	0.003078	  	0.003140	  	0.003170	  	0.003201	  	0.003232
	 74
	  	New Chapel Hill	  	0.003156	  	0.003219	  	0.003251	  	0.003282	  	0.003314
	 75
	  	North Richland Hills	  	0.002837	  	0.002894	  	0.002922	  	0.002950	  	0.002979
	 76
	  	O Donnell	  	0.003332	  	0.003399	  	0.003432	  	0.003465	  	0.003499
	 77
	  	Oak Leaf	  	0.002965	  	0.003024	  	0.003054	  	0.003084	  	0.003113
	 78
	  	Oak Point	  	0.003078	  	0.003140	  	0.003170	  	0.003201	  	0.003232
	 79
	  	Odessa	  	0.003046	  	0.003107	  	0.003137	  	0.003168	  	0.003198
	 80
	  	Ovilla	  	0.003038	  	0.003099	  	0.003129	  	0.003160	  	0.003190
	 81
	  	Palestine	  	0.003017	  	0.003077	  	0.003108	  	0.003138	  	0.003168
	 82
	  	Pantego	  	0.003210	  	0.003274	  	0.003306	  	0.003338	  	0.003371
	 83
	  	Paris	  	0.002407	  	0.002455	  	0.002479	  	0.002503	  	0.002527
	 84
	  	Plano	  	0.002730	  	0.002785	  	0.002812	  	0.002839	  	0.002867
	 85
	  	Ranger	  	0.003232	  	0.003297	  	0.003329	  	0.003361	  	0.003394
	 86
	  	Rhome	  	0.003180	  	0.003244	  	0.003275	  	0.003307	  	0.003339
	 87
	  	Richardson	  	0.002608	  	0.002660	  	0.002686	  	0.002712	  	0.002738
	 88
	  	Richland Hills	  	0.003094	  	0.003156	  	0.003187	  	0.003218	  	0.003249
	 89
	  	Roanoke	  	0.003167	  	0.003230	  	0.003262	  	0.003294	  	0.003325
	 90
	  	Robinson	  	0.003119	  	0.003181	  	0.003213	  	0.003244	  	0.003275
	 91
	  	Rockwall	  	0.002813	  	0.002869	  	0.002897	  	0.002926	  	0.002954
	 92
	  	Rosser	  	0.003258	  	0.003323	  	0.003356	  	0.003388	  	0.003421
	 93
	  	Rowlett	  	0.003068	  	0.003129	  	0.003160	  	0.003191	  	0.003221
	 94
	  	Sherman	  	0.002281	  	0.002327	  	0.002349	  	0.002372	  	0.002395
	 95
	  	Snyder	  	0.003173	  	0.003236	  	0.003268	  	0.003300	  	0.003332
	 96
	  	Southlake	  	0.003031	  	0.003092	  	0.003122	  	0.003152	  	0.003183
	 97
	  	Sulphur Springs	  	0.002767	  	0.002822	  	0.002850	  	0.002878	  	0.002905
	 98
	  	Sunnyvale	  	0.002433	  	0.002482	  	0.002506	  	0.002530	  	0.002555
	 99
	  	Sweetwater	  	0.003100	  	0.003162	  	0.003193	  	0.003224	  	0.003255
	 100
	  	Temple	  	0.002526	  	0.002577	  	0.002602	  	0.002627	  	0.002652
	 101
	  	The Colony	  	0.002978	  	0.003038	  	0.003067	  	0.003097	  	0.003127
	 102
	  	Tyler	  	0.002648	  	0.002701	  	0.002727	  	0.002754	  	0.002780
	 103
	  	University Park	  	0.002792	  	0.002848	  	0.002876	  	0.002904	  	0.002932
	 104
	  	Venus	  	0.003313	  	0.003379	  	0.003412	  	0.003446	  	0.003479
	 105
	  	Waco	  	0.002630	  	0.002683	  	0.002709	  	0.002735	  	0.002762
	 106
	  	Watauga	  	0.002968	  	0.003027	  	0.003057	  	0.003087	  	0.003116
	 107
	  	White Settlement	  	0.002952	  	0.003011	  	0.003041	  	0.003070	  	0.003100
	 108
	  	Wichita Falls	  	0.002841	  	0.002898	  	0.002926	  	0.002955	  	0.002983
	 109
	  	Woodway	  	0.002692	  	0.002746	  	0.002773	  	0.002800	  	0.002827










 Exhibit C 
 City of Addison 
 City of Allen 
 City of Alvarado

 City of Andrews 
 City of Archer City 
 City of Belton 
 City of Benbrook 
 City of Big Spring 
 City of Breckenridge 
 City of Bridgeport 
 City of Brownwood 
 City of Burkburnett 
 City of Colleyville 
 City of Corinth 
 City of Crowley 
 City of Dalworthington Gardens 
 City of DeLeon 
 City of Denison 
 City of Early 
 City of Eastland 
 City of Edgecliff Village 
 City of Euless 
 City of Farmers Branch 
 City of Flower Mound 
 City of Forest Hill 
 City of Glenn Heights 
 City of Grand Prairie 
 City of Granger 
 City of Grapevine 
 City of Heath 
 City of Henrietta 
 City of Hewitt 
 City of Honey Grove 
 City of Irving 
 City of Jolly 
 City of Josephine 
 City of Justin 
 City of Lakeside 
 City of Lamesa 
 City of Little River Academy 
 City of Malakoff 
 City of Mansfield 
 City of McKinney 
 City of Midland 
 City of Murchison 
 City of Murphy 
 City of New Chapel Hill 
 City of North Richland Hills 
 City of O’Donnell 
 City of Oak Leaf 
 City of Oak Point 
 City of Odessa 
 City of Ovilla 
 City of Pantego 
 City of Paris 
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