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© Corporation Service Company®. All Rights Reserved.
What You Need to Know for UCC
Searching and Filing
© Corporation Service Company. All Rights Reserved.
Your Presenter
Lacey Bower
Financial Account Manager
Corporation Servi...
© Corporation Service Company. All Rights Reserved.
• Founded: 1899
• Headquartered: Wilmington, DE
• Years serving financ...
© Corporation Service Company. All Rights Reserved.
• Questions to Ask
• Searching
• Filing
• Monitoring
• CSC Tools
• Dem...
Questions to Ask
© Corporation Service Company. All Rights Reserved.
• Are you following searching and filing best
practices?
• Are you fil...
Searching
© Corporation Service Company. All Rights Reserved.
Review of Searching Best Practices
Individuals
© Corporation Service Company. All Rights Reserved.
Review of Searching Best Practices
Individuals
The starting point for ...
© Corporation Service Company. All Rights Reserved.
Review of Searching Best Practices
Registered
Organizations
Individual...
© Corporation Service Company. All Rights Reserved.
Review of Searching Best Practices
Registered
Organizations
Individual...
© Corporation Service Company. All Rights Reserved.
Review of Searching Best Practices
Registered
Organizations
Individual...
© Corporation Service Company. All Rights Reserved.
Review of Searching Best Practices
Registered
Organizations
Individual...
© Corporation Service Company. All Rights Reserved.
Review of Searching Best Practices
Registered
Organizations
Individual...
© Corporation Service Company. All Rights Reserved.
Review of Searching Best Practices
Registered
Organizations
Individual...
© Corporation Service Company. All Rights Reserved.
Review of Searching Best Practices
Registered
Organizations
Individual...
© Corporation Service Company. All Rights Reserved.
State Search Logic: What You Must Know
• The state’s search logic in m...
© Corporation Service Company. All Rights Reserved.
State Search Logic: What You Must Know
• The state’s search logic in m...
© Corporation Service Company. All Rights Reserved.
State Search Logic: What You Must Know
• The state’s search logic in m...
© Corporation Service Company. All Rights Reserved.
Example of State Logic
Name Searched Record above found?
THE MCKERN No...
© Corporation Service Company. All Rights Reserved.
Example of State Logic
Name Searched Record above found?
THE MCKERN No...
© Corporation Service Company. All Rights Reserved.
Example of State Logic
Name Searched Record above found?
THE MCKERN No...
© Corporation Service Company. All Rights Reserved.
Example of State Logic
Name Searched Record above found?
THE MCKERN No...
© Corporation Service Company. All Rights Reserved.
Example of State Logic
Name Searched Record above found?
THE MCKERN No...
© Corporation Service Company. All Rights Reserved.
Example of State Logic
Name Searched Record above found?
THE MCKERN No...
© Corporation Service Company. All Rights Reserved.
Example of State Logic
Name Searched Record above found?
THE MCKERN No...
Filing
© Corporation Service Company. All Rights Reserved.
Choose the correct debtor name
Filing: Get the Debtor Name Right
• Und...
© Corporation Service Company. All Rights Reserved.
Only if
• Debtor name must be exactly
what appears on the
individual’s...
© Corporation Service Company. All Rights Reserved.
Safe harbor
• Name can be what appears
on drivers license, but other
n...
© Corporation Service Company. All Rights Reserved.
RI
MA
CT
NJ
DE
MD
DC
AK
HI
AZ
NM
ND
FL
LA
WVCA
OR
WA
MT
ID
NV
UT
WY
CO...
© Corporation Service Company. All Rights Reserved.
Resources on Individual Debtor Name Requirements
© Corporation Service Company. All Rights Reserved.
Corporate Debtor Name Best Practices
Corps/LLCs
© Corporation Service Company. All Rights Reserved.
Corporate Debtor Name Best Practices
Corps/LLCs Public organic record
© Corporation Service Company. All Rights Reserved.
Corporate Debtor Name Best Practices
Corps/LLCs
Government charter ent...
© Corporation Service Company. All Rights Reserved.
Corporate Debtor Name Best Practices
Corps/LLCs
Government charter ent...
© Corporation Service Company. All Rights Reserved.
Corporate Debtor Name Best Practices
Corps/LLCs
Government charter ent...
© Corporation Service Company. All Rights Reserved.
Corporate Debtor Name Best Practices
Corps/LLCs
Government charter ent...
© Corporation Service Company. All Rights Reserved.
Corporate Debtor Name Best Practices
Corps/LLCs
Government charter ent...
© Corporation Service Company. All Rights Reserved.
Corporate Debtor Name Best Practices
Corps/LLCs
Government charter ent...
© Corporation Service Company. All Rights Reserved.
Formation Documents:
Network Solutions, Inc.
Debtor name filed on UCC:...
© Corporation Service Company. All Rights Reserved.
Formation Documents:
Network Solutions, Inc.
Debtor name filed on UCC:...
© Corporation Service Company. All Rights Reserved.
Formation Documents:
K. W. M. Electronics Corporation
Debtor name file...
© Corporation Service Company. All Rights Reserved.
Formation Documents:
K. W. M. Electronics Corporation
Debtor name file...
© Corporation Service Company. All Rights Reserved.
Formation Documents:
Tyringham Holdings, Inc.
Debtor name filed on UCC...
© Corporation Service Company. All Rights Reserved.
Formation Documents:
Tyringham Holdings, Inc.
Debtor name filed on UCC...
© Corporation Service Company. All Rights Reserved.
UCC Filings: Where to File
General Rule
• File in central filing
offic...
© Corporation Service Company. All Rights Reserved.
UCC Filings: Location of Debtor
Individual
Location of principal resid...
Monitoring
© Corporation Service Company. All Rights Reserved.
• Changes in your debtor’s name or status
can affect your lien positio...
© Corporation Service Company. All Rights Reserved.
• Email notifications of approaching dates
• Copies of acknowledgement...
The most common
post-perfection
event that requires
prompt secured
party action is a
change in the
debtor’s name.
Case Stu...
© Corporation Service Company. All Rights Reserved.
In Re: Lifestyle Home Furnishings, LLC
Failure to File Debtor Name Ame...
© Corporation Service Company. All Rights Reserved.
In Re: Lifestyle Home Furnishings, LLC
Ownership of
Factory Direct,
LL...
© Corporation Service Company. All Rights Reserved.
In Re: Lifestyle Home Furnishings, LLC
Ownership of
Factory Direct,
LL...
© Corporation Service Company. All Rights Reserved.
In Re: Lifestyle Home Furnishings, LLC
Ownership of
Factory Direct,
LL...
© Corporation Service Company. All Rights Reserved.
In Re: Lifestyle Home Furnishings, LLC
Ownership of
Factory Direct,
LL...
© Corporation Service Company. All Rights Reserved.
In Re: Lifestyle Home Furnishings, LLC
Ownership of
Factory Direct,
LL...
© Corporation Service Company. All Rights Reserved.
In Re: Lifestyle Home Furnishings, LLC
Ownership of
Factory Direct,
LL...
© Corporation Service Company. All Rights Reserved.
Notifies you when a corporate debtor ...
• Changes their corporate nam...
© Corporation Service Company. All Rights Reserved.
• Alerts you to new filings against your
debtor, including new lending...
© Corporation Service Company. All Rights Reserved.
Any delay in responding to bankruptcy
filings can be costly
Monitors c...
© Corporation Service Company. All Rights Reserved.
CSC Tools
• Secured Party Representation
• CSCTransactionWatch
• Exper...
© Corporation Service Company. All Rights Reserved.
• UCC financing statements are public
record
• Anyone can access your ...
© Corporation Service Company. All Rights Reserved.
CSC provides you with an
archive of filing office
closings and
communi...
CSCFinancial Online
Demo
© Corporation Service Company. All Rights Reserved.
Lacey Bower
Financial Account Manager
Corporation Service Company
800-...
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UCC Search and Filing Final

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Uniform Commercial Code (UCC) can be complicated between debtor name, search logic, and filing procedures. But getting it right can save your company a myriad of problems. Getting and staying organized, paying attention to detail, and keeping close track of the changes that can affect your lien statuses can be easy with the help of a few best practices.

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UCC Search and Filing Final

  1. 1. Powered by © Corporation Service Company®. All Rights Reserved. What You Need to Know for UCC Searching and Filing
  2. 2. © Corporation Service Company. All Rights Reserved. Your Presenter Lacey Bower Financial Account Manager Corporation Service Company • Speaker on UCC searching and filing best practices • Works with banks of all sizes, lenders, lessors, and manufacturing companies
  3. 3. © Corporation Service Company. All Rights Reserved. • Founded: 1899 • Headquartered: Wilmington, DE • Years serving financial industry: >60 • UCC transactions processed annually: >6m • UCC transactions monitored: >8m History & Values Vital stats: Largest U.S.-owned provider of lien related services, registered agent, entity & litigation management, and digital brand services
  4. 4. © Corporation Service Company. All Rights Reserved. • Questions to Ask • Searching • Filing • Monitoring • CSC Tools • Demonstration • Graduation Recipe For sUCCess
  5. 5. Questions to Ask
  6. 6. © Corporation Service Company. All Rights Reserved. • Are you following searching and filing best practices? • Are you filing against the right debtor names every time? • Are you monitoring your portfolio for changes that may affect your lien position? Questions to Ask
  7. 7. Searching
  8. 8. © Corporation Service Company. All Rights Reserved. Review of Searching Best Practices Individuals
  9. 9. © Corporation Service Company. All Rights Reserved. Review of Searching Best Practices Individuals The starting point for every UCC search conducted on an individual is the driver’s license.
  10. 10. © Corporation Service Company. All Rights Reserved. Review of Searching Best Practices Registered Organizations Individuals The starting point for every UCC search conducted on an individual is the driver’s license.
  11. 11. © Corporation Service Company. All Rights Reserved. Review of Searching Best Practices Registered Organizations Individuals Use the Public Organic Record. The starting point for every UCC search conducted on an individual is the driver’s license.
  12. 12. © Corporation Service Company. All Rights Reserved. Review of Searching Best Practices Registered Organizations Individuals Collateral administered by decedent’s personal representative Use the Public Organic Record. The starting point for every UCC search conducted on an individual is the driver’s license.
  13. 13. © Corporation Service Company. All Rights Reserved. Review of Searching Best Practices Registered Organizations Individuals Collateral administered by decedent’s personal representative Use the Public Organic Record. The starting point for every UCC search conducted on an individual is the driver’s license. Search the name of the decedent.
  14. 14. © Corporation Service Company. All Rights Reserved. Review of Searching Best Practices Registered Organizations Individuals Collateral administered by decedent’s personal representative Use the Public Organic Record. The starting point for every UCC search conducted on an individual is the driver’s license. Search the name of the decedent. Collateral held in a trust that is not a registered organization
  15. 15. © Corporation Service Company. All Rights Reserved. Review of Searching Best Practices Registered Organizations Individuals Collateral administered by decedent’s personal representative Use the Public Organic Record. The starting point for every UCC search conducted on an individual is the driver’s license. Search the name of the decedent. Collateral held in a trust that is not a registered organization Search on the name put forth in the trust documents. If there is no name, search on the settlor.
  16. 16. © Corporation Service Company. All Rights Reserved. Review of Searching Best Practices Registered Organizations Individuals Collateral administered by decedent’s personal representative Use the Public Organic Record. The starting point for every UCC search conducted on an individual is the driver’s license. Search the name of the decedent. Collateral held in a trust that is not a registered organization Search on the name put forth in the trust documents. If there is no name, search on the settlor. ALWAYS include name variations for due diligence purposes.
  17. 17. © Corporation Service Company. All Rights Reserved. State Search Logic: What You Must Know • The state’s search logic in minute detail
  18. 18. © Corporation Service Company. All Rights Reserved. State Search Logic: What You Must Know • The state’s search logic in minute detail • How the search will perform under ALL circumstances
  19. 19. © Corporation Service Company. All Rights Reserved. State Search Logic: What You Must Know • The state’s search logic in minute detail • How the search will perform under ALL circumstances • The state’s historical indexing practices
  20. 20. © Corporation Service Company. All Rights Reserved. Example of State Logic Name Searched Record above found? THE MCKERN Not Found
  21. 21. © Corporation Service Company. All Rights Reserved. Example of State Logic Name Searched Record above found? THE MCKERN Not Found MCKERN Not Found
  22. 22. © Corporation Service Company. All Rights Reserved. Example of State Logic Name Searched Record above found? THE MCKERN Not Found MCKERN Not Found THE MCKERNON GROUP Not Found
  23. 23. © Corporation Service Company. All Rights Reserved. Example of State Logic Name Searched Record above found? THE MCKERN Not Found MCKERN Not Found THE MCKERNON GROUP Not Found THE MCKERNON GROUP, INC. Not Found
  24. 24. © Corporation Service Company. All Rights Reserved. Example of State Logic Name Searched Record above found? THE MCKERN Not Found MCKERN Not Found THE MCKERNON GROUP Not Found THE MCKERNON GROUP, INC. Not Found MCKERNON GROUP, INC. Found
  25. 25. © Corporation Service Company. All Rights Reserved. Example of State Logic Name Searched Record above found? THE MCKERN Not Found MCKERN Not Found THE MCKERNON GROUP Not Found THE MCKERNON GROUP, INC. Not Found MCKERNON GROUP, INC. Found MCKERNON Found
  26. 26. © Corporation Service Company. All Rights Reserved. Example of State Logic Name Searched Record above found? THE MCKERN Not Found MCKERN Not Found THE MCKERNON GROUP Not Found THE MCKERNON GROUP, INC. Not Found MCKERNON GROUP, INC. Found MCKERNON Found MCKERNON GROUP, INC. THE Found
  27. 27. Filing
  28. 28. © Corporation Service Company. All Rights Reserved. Choose the correct debtor name Filing: Get the Debtor Name Right • Understand the impact of the 2010 Amendments • Follow best practices for filing against individuals and registered organizations
  29. 29. © Corporation Service Company. All Rights Reserved. Only if • Debtor name must be exactly what appears on the individual’s driver’s license • Sometimes called “Alternative A” • Very strict for filer • If license is expired or not issued by filing state, default to safe harbor Individual Debtor Names
  30. 30. © Corporation Service Company. All Rights Reserved. Safe harbor • Name can be what appears on drivers license, but other names may work as well • Sometimes called “Alternative B” • More forgiving for filer Individual Debtor Names Only if • Debtor name must be exactly what appears on the individual’s driver’s license • Sometimes called “Alternative A” • Very strict for filer • If license is expired or not issued by filing state, default to safe harbor
  31. 31. © Corporation Service Company. All Rights Reserved. RI MA CT NJ DE MD DC AK HI AZ NM ND FL LA WVCA OR WA MT ID NV UT WY CO SD NE KS OK TX MN IA MO AR WI IL MI IN OH KY TN MS AL GA SC NC VA PA NY MENHVT Enactments and Legislative Status of the 2010 Amendments to UCC Article 9 Enacted with Alternative A Enacted with Alternative B Legislation Failed or Not Introduced PR
  32. 32. © Corporation Service Company. All Rights Reserved. Resources on Individual Debtor Name Requirements
  33. 33. © Corporation Service Company. All Rights Reserved. Corporate Debtor Name Best Practices Corps/LLCs
  34. 34. © Corporation Service Company. All Rights Reserved. Corporate Debtor Name Best Practices Corps/LLCs Public organic record
  35. 35. © Corporation Service Company. All Rights Reserved. Corporate Debtor Name Best Practices Corps/LLCs Government charter entity (Farm Credit Bank) Public organic record
  36. 36. © Corporation Service Company. All Rights Reserved. Corporate Debtor Name Best Practices Corps/LLCs Government charter entity (Farm Credit Bank) Public organic record Charter document
  37. 37. © Corporation Service Company. All Rights Reserved. Corporate Debtor Name Best Practices Corps/LLCs Government charter entity (Farm Credit Bank) Business trusts (Massachusetts) Public organic record Charter document
  38. 38. © Corporation Service Company. All Rights Reserved. Corporate Debtor Name Best Practices Corps/LLCs Government charter entity (Farm Credit Bank) Business trusts (Massachusetts) Public organic record Charter document Record filed with the state under state law
  39. 39. © Corporation Service Company. All Rights Reserved. Corporate Debtor Name Best Practices Corps/LLCs Government charter entity (Farm Credit Bank) Business trusts (Massachusetts) Entity created by legislation (ex: Fannie Mae) Public organic record Charter document Record filed with the state under state law
  40. 40. © Corporation Service Company. All Rights Reserved. Corporate Debtor Name Best Practices Corps/LLCs Government charter entity (Farm Credit Bank) Business trusts (Massachusetts) Entity created by legislation (ex: Fannie Mae) Public organic record Charter document Record filed with the state under state law Statute that created the entity
  41. 41. © Corporation Service Company. All Rights Reserved. Formation Documents: Network Solutions, Inc. Debtor name filed on UCC: Net work Solutions, Inc. In re Receivables Purchasing Co vs. R & R Directional Drilling LLC Crossing Your t’s & Dotting Your i’s
  42. 42. © Corporation Service Company. All Rights Reserved. Formation Documents: Network Solutions, Inc. Debtor name filed on UCC: Net work Solutions, Inc. In re Receivables Purchasing Co vs. R & R Directional Drilling LLC Crossing Your t’s & Dotting Your i’s LOST A CLAIM FOR $80,000
  43. 43. © Corporation Service Company. All Rights Reserved. Formation Documents: K. W. M. Electronics Corporation Debtor name filed on UCC: KWM Electronics Corporation In re Host America Corporation v Coastline Financial Inc. Crossing Your t’s & Dotting Your i’s
  44. 44. © Corporation Service Company. All Rights Reserved. Formation Documents: K. W. M. Electronics Corporation Debtor name filed on UCC: KWM Electronics Corporation In re Host America Corporation v Coastline Financial Inc. Crossing Your t’s & Dotting Your i’s LOST A CLAIM FOR $295,000
  45. 45. © Corporation Service Company. All Rights Reserved. Formation Documents: Tyringham Holdings, Inc. Debtor name filed on UCC: Tyringham Holdings In re Tyringham Holdings, Inc. Crossing Your t’s & Dotting Your i’s
  46. 46. © Corporation Service Company. All Rights Reserved. Formation Documents: Tyringham Holdings, Inc. Debtor name filed on UCC: Tyringham Holdings In re Tyringham Holdings, Inc. Crossing Your t’s & Dotting Your i’s LOST A CLAIM FOR $310,000
  47. 47. © Corporation Service Company. All Rights Reserved. UCC Filings: Where to File General Rule • File in central filing office where debtor is located • Exceptions: GA, LA Collateral Exceptions • Fixtures • Timber to be cut • Minerals to be extracted Filing Location for Collateral Exceptions Office where a mortgage would be recorded on the affected real property GA LA File at parish level File at county level
  48. 48. © Corporation Service Company. All Rights Reserved. UCC Filings: Location of Debtor Individual Location of principal residence Jurisdictions Without Filing Requirement District of Columbia Other Non-Registered Organization At place of business—chief executive office if more than one Registered Organization Under Federal Law Where designated by law or D.C. Registered Organization Under State Law Where organized or incorporated
  49. 49. Monitoring
  50. 50. © Corporation Service Company. All Rights Reserved. • Changes in your debtor’s name or status can affect your lien position. • It’s crucial to monitor your portfolio for changes and to prevent lapsed filings. • There are simple, automated ways to receive alerts when things change. Portfolio Monitoring
  51. 51. © Corporation Service Company. All Rights Reserved. • Email notifications of approaching dates • Copies of acknowledgements • Filing numbers auto-populated into UCC-3 • Flexible reporting • The notification frequency of your choice Expiration Tracking
  52. 52. The most common post-perfection event that requires prompt secured party action is a change in the debtor’s name. Case Study
  53. 53. © Corporation Service Company. All Rights Reserved. In Re: Lifestyle Home Furnishings, LLC Failure to File Debtor Name Amendment Leaves Lender Partially Unperfected 2010 Bankr. LEXIS 111 (D. Idaho, Jan. 14, 2010)
  54. 54. © Corporation Service Company. All Rights Reserved. In Re: Lifestyle Home Furnishings, LLC Ownership of Factory Direct, LLC changed Failure to File Debtor Name Amendment Leaves Lender Partially Unperfected 2010 Bankr. LEXIS 111 (D. Idaho, Jan. 14, 2010)
  55. 55. © Corporation Service Company. All Rights Reserved. In Re: Lifestyle Home Furnishings, LLC Ownership of Factory Direct, LLC changed New owners changed name from “Factory Direct, LLC” to “Lifestyle Home Furnishings, LLC” Failure to File Debtor Name Amendment Leaves Lender Partially Unperfected 2010 Bankr. LEXIS 111 (D. Idaho, Jan. 14, 2010)
  56. 56. © Corporation Service Company. All Rights Reserved. In Re: Lifestyle Home Furnishings, LLC Ownership of Factory Direct, LLC changed New owners changed name from “Factory Direct, LLC” to “Lifestyle Home Furnishings, LLC” Debtor did not notify the bank of its name change Failure to File Debtor Name Amendment Leaves Lender Partially Unperfected 2010 Bankr. LEXIS 111 (D. Idaho, Jan. 14, 2010)
  57. 57. © Corporation Service Company. All Rights Reserved. In Re: Lifestyle Home Furnishings, LLC Ownership of Factory Direct, LLC changed New owners changed name from “Factory Direct, LLC” to “Lifestyle Home Furnishings, LLC” Debtor did not notify the bank of its name change Consequently, the bank did not file an amendment or a new financing statement Failure to File Debtor Name Amendment Leaves Lender Partially Unperfected 2010 Bankr. LEXIS 111 (D. Idaho, Jan. 14, 2010)
  58. 58. © Corporation Service Company. All Rights Reserved. In Re: Lifestyle Home Furnishings, LLC Ownership of Factory Direct, LLC changed New owners changed name from “Factory Direct, LLC” to “Lifestyle Home Furnishings, LLC” Debtor did not notify the bank of its name change Consequently, the bank did not file an amendment or a new financing statement On April 7, 2008, the Debtor filed for Chapter 7 bankruptcy Failure to File Debtor Name Amendment Leaves Lender Partially Unperfected 2010 Bankr. LEXIS 111 (D. Idaho, Jan. 14, 2010)
  59. 59. © Corporation Service Company. All Rights Reserved. In Re: Lifestyle Home Furnishings, LLC Ownership of Factory Direct, LLC changed New owners changed name from “Factory Direct, LLC” to “Lifestyle Home Furnishings, LLC” Debtor did not notify the bank of its name change Consequently, the bank did not file an amendment or a new financing statement On April 7, 2008, the Debtor filed for Chapter 7 bankruptcy Trustee filed an adversary proceeding to avoid the bank’s security interest and moved for a partial summary judgment on the grounds that the bank became unperfected four months after the Debtor changed its name Failure to File Debtor Name Amendment Leaves Lender Partially Unperfected 2010 Bankr. LEXIS 111 (D. Idaho, Jan. 14, 2010)
  60. 60. © Corporation Service Company. All Rights Reserved. Notifies you when a corporate debtor ... • Changes their corporate name • Falls out of good standing • Dissolves or merges Corporate Tracking
  61. 61. © Corporation Service Company. All Rights Reserved. • Alerts you to new filings against your debtor, including new lending and terminations (even yours!) • Sends email alerts with link to the tracking results • Allows you to evaluate findings and request copies if needed Debtor Tracking
  62. 62. © Corporation Service Company. All Rights Reserved. Any delay in responding to bankruptcy filings can be costly Monitors court records and compares them to your • Debtor Name • Street Address • City • State • Zip Code Bankruptcy Tracking
  63. 63. © Corporation Service Company. All Rights Reserved. CSC Tools • Secured Party Representation • CSCTransactionWatch • Expert’s Corner • B2B UCC Integration with Loan Origination System Arm Yourself
  64. 64. © Corporation Service Company. All Rights Reserved. • UCC financing statements are public record • Anyone can access your customer list • Using a secured party representative prevents competitors from identifying filings • SPRS centralizes inquiries Secured Party Representation
  65. 65. © Corporation Service Company. All Rights Reserved. CSC provides you with an archive of filing office closings and communications, pending and new legislation, UCC Article 9 updates. Stay Informed of Industry Developments
  66. 66. CSCFinancial Online Demo
  67. 67. © Corporation Service Company. All Rights Reserved. Lacey Bower Financial Account Manager Corporation Service Company 800-927-9801 x63363 lacey.bower@cscglobal.com Thank you for attending! Graduation

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