STOCK TITAN

Vivmark Residential (NYSE: EQR) closes AvalonBay deal, adds new $2.5B credit line

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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Vivmark Residential (formerly Equity Residential) and its affiliate ERP Operating Limited Partnership completed the mergers with AvalonBay Communities on August 17, 2026. AvalonBay merged into Canopy Merger Sub LLC, which then merged into ERP Operating Partnership, leaving ERP Operating Partnership as the surviving operating entity.

In connection with closing, ERP Operating Partnership, through Supplemental Indentures, assumed AvalonBay’s obligations under multiple note indentures, covering unsecured notes with maturities from 2026 through 2048 and aggregate principal amounts ranging from $300 million to $700 million per series. ERP Operating Partnership also became borrower under AvalonBay’s $2.5 billion senior unsecured revolving credit facility maturing April 3, 2030 and its $550 million senior unsecured term loan facility maturing April 3, 2029, while its own existing $2.5 billion revolving facility remains in place.

As of August 17, 2026, $1.205 billion was outstanding under the new revolving facility and the full $550 million principal amount was outstanding under the new term loan. Pricing on these facilities is tied to ERP Operating Partnership’s long-term debt credit ratings.

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
1998 Indenture 2.900% Notes $300 million Aggregate principal amount of 2.900% unsecured notes due October 15, 2026 assumed under 1998 Indenture
2018 Indenture 2.300% Notes $700 million Aggregate principal amount of 2.300% unsecured notes due March 1, 2030 assumed under 2018 Indenture
2024 Indenture 5.000% Notes $400 million Aggregate principal amount of 5.000% unsecured notes due August 1, 2035 assumed under 2024 Indenture
New Revolving Credit Facility Size $2.5 billion Senior unsecured revolving credit facility assumed by ERP Operating Partnership; matures April 3, 2030
New Revolving Facility Borrowings $1.205 billion Amount outstanding under the New Revolving Credit Facility as of August 17, 2026
New Revolver Upsize Option $500 million Potential increase in available borrowings under New Revolving Credit Facility via new or increased commitments
New Term Loan Facility Size $550 million Senior unsecured term loan facility assumed by ERP Operating Partnership; matures April 3, 2029
Current Revolver Spread 72.5 basis points Spread over Term SOFR or Daily SOFR on advances under New Revolving Credit Agreement
Supplemental Indenture financial
"entered into the Sixth Supplemental Indenture to the Indenture, dated as of January 16, 1998"
A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.
senior unsecured revolving credit facility financial
"its existing $2.5 billion senior unsecured revolving credit facility (the “New Revolving Credit Facility”)"
A senior unsecured revolving credit facility is a bank loan line that a company can draw, repay and redraw up to an agreed limit, similar to a company credit card. It is “senior” because lenders are paid before other creditors if the company fails, and “unsecured” because it isn’t backed by specific assets; investors watch it for signals about a company’s short-term cash flexibility, borrowing cost and financial risk.
Term SOFR financial
"The interest rate on advances ... will generally be Term SOFR ... plus a spread"
Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.
letters of credit financial
"less than $1 million of borrowing capacity ... is utilized by issued and outstanding letters of credit"
A letter of credit is a promise from a bank to pay a seller if the buyer fails to do so, commonly used in trade and large contracts to ensure payment. Think of it as a bank standing in for the buyer, like a certified check or payment insurance that reduces the risk of nonpayment. For investors, letters of credit matter because they affect a company’s cash flow, borrowing needs and contingent liabilities, and signal how much credit support a business requires to secure deals.
events of default financial
"contains customary representations, financial and other affirmative and negative covenants and events of default"
Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

FAQ

What merger involving EQR (Vivmark Residential) closed on August 17, 2026?

On August 17, 2026, AvalonBay Communities, Inc. merged into Canopy Merger Sub LLC, which then merged into ERP Operating Limited Partnership, with ERP Operating Partnership surviving as the operating entity under Vivmark Residential.

What AvalonBay debt did ERP Operating Partnership assume in the EQR transaction?

ERP Operating Partnership assumed AvalonBay’s obligations under the 1998, 2018, and 2024 indentures, including multiple series of unsecured notes with individual principal amounts of $300 million–$700 million and maturities from 2026 to 2048.

What are the key terms of the new $2.5 billion revolving credit facility for EQR’s ERP Operating Partnership?

The assumed senior unsecured revolving credit facility has a $2.5 billion capacity, matures on April 3, 2030, and currently bears interest at Term or Daily SOFR plus 72.5 bps, plus a 12.5 bps facility fee, both tied to long-term debt ratings.

How much is currently drawn under the new revolving credit facility for EQR’s ERP Operating Partnership?

As of August 17, 2026, ERP Operating Partnership had $1.205 billion outstanding under the new $2.5 billion revolving credit facility, with less than $1 million of additional capacity utilized by issued and outstanding letters of credit.

What are the terms of the $550 million term loan assumed by EQR’s ERP Operating Partnership?

ERP Operating Partnership assumed a $550 million senior unsecured term loan facility maturing on April 3, 2029. Outstanding amounts bear interest at Term or Daily SOFR plus a 80 bps spread, which depends on its long-term debt credit rating.

Does ERP Operating Partnership keep its existing revolving credit facility after the AvalonBay merger?

Yes. ERP Operating Partnership’s existing $2.5 billion senior unsecured revolving credit facility under the Existing Credit Agreement remains in effect, in addition to the newly assumed $2.5 billion revolving credit facility from AvalonBay.

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falsefalse00009311820000906107 0000931182 2026-08-17 2026-08-17 0000931182 ck0000931182:VivmarkResidentialMember 2026-08-17 2026-08-17 0000931182 dei:OtherAddressMember 2026-08-17 2026-08-17
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM
8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 17, 2026
 
 
VIVMARK RESIDENTIAL
(Exact Name of Registrant as Specified in its Charter)
 
 
 
Maryland
 
1-12252
 
13-3675988
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 
ERP OPERATING LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in its Charter)
 
 
 
Illinois
 
0-24920
 
36-3894853
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
Two North Riverside Plaza
Chicago, Illinois
 
60606
4040 Wilson Blvd., Suite 1000
Arlington, Virginia
 
22203
(Addresses of Principal Executive Offices)
 
(Zip Codes)
Registrant’s telephone number, including area code: (312)
474-1300
or (703)
329-6300
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
 
 
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
 
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
 
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Common Shares of Beneficial Interest,
$0.01 Par Value (Vivmark Residential)
  EQR   The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§ 240.12b-2
of this chapter).
Emerging growth company 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 


Introductory Note

On August 17, 2026 (the “Closing Date”), (i) AvalonBay Communities, Inc., a Maryland corporation (“AvalonBay”), merged (such merger, the “Initial Merger”) with and into Canopy Merger Sub LLC, a Maryland limited liability company (“Merger Sub”), with Merger Sub surviving as a direct, wholly owned subsidiary of Vivmark Residential (formerly known as Equity Residential), a Maryland real estate investment trust (“Vivmark Residential”), pursuant to the Agreement and Plan of Merger, dated as of May 20, 2026, by and among Vivmark Residential, ERP Operating Limited Partnership, an Illinois limited partnership (“ERP Operating Partnership”), Merger Sub and AvalonBay, and (ii) following the closing of the Initial Merger, Merger Sub merged (such merger, the “Subsequent Merger,” and, together with the Initial Merger, the “Mergers”) with and into ERP Operating Partnership, with ERP Operating Partnership remaining as the surviving entity.

 

Item 1.01

Entry into a Material Definitive Agreement.

Supplemental Indentures

On the Closing Date, in connection with the Mergers, Merger Sub, ERP Operating Partnership and The Bank of New York Mellon, as trustee, entered into the Sixth Supplemental Indenture (the “Sixth Supplemental Indenture”) to the Indenture, dated as of January 16, 1998 (as supplemented by that certain First Supplemental Indenture dated as of January 20, 1998 (the “1998 First Supplemental Indenture”), by that certain Second Supplemental Indenture dated as of July 7, 1998 (the “1998 Second Supplemental Indenture”), by that certain Third Supplemental Indenture dated as of December 21, 1998 (the “1998 Third Supplemental Indenture”), by that certain Amended and Restated Third Supplemental Indenture dated as of July 10, 2000, by that certain Fourth Supplemental Indenture dated as of September 18, 2006, and by that certain Fifth Supplemental Indenture dated as of November 21, 2014, the “1998 Indenture”), by and between AvalonBay and The Bank of New York Mellon (as successor to State Street Bank and Trust Company), as trustee. Pursuant to the Sixth Supplemental Indenture, Merger Sub assumed all of the obligations of AvalonBay, and ERP Operating Partnership assumed all of the obligations of Merger Sub, as successor to AvalonBay, under the 1998 Indenture and all of the securities issued thereunder, including the (i) 2.900% unsecured notes due October 15, 2026 in an aggregate principal amount of $300 million, (ii) 3.350% unsecured notes due May 15, 2027 in an aggregate principal amount of $400 million, (iii) 3.200% unsecured notes due January 15, 2028 in an aggregate principal amount of $450 million, (iv) 3.900% unsecured notes due October 15, 2046 in an aggregate principal amount of $350 million and (v) 4.150% unsecured notes due July 1, 2047 in an aggregate principal amount of $300 million (collectively, the “1998 Indenture Notes”).

On the Closing Date, in connection with the Mergers, Merger Sub, ERP Operating Partnership and The Bank of New York Mellon, as trustee, entered into the Third Supplemental Indenture (the “Third Supplemental Indenture”) to the Indenture, dated as of February 23, 2018 (as supplemented by that certain First Supplemental Indenture dated as of March 26, 2018, and by that certain Second Supplemental Indenture dated as of May 29, 2018, the “2018 Indenture”), by and between AvalonBay and The Bank of New York Mellon, as trustee. Pursuant to the Third Supplemental Indenture, Merger Sub assumed all of the obligations of AvalonBay, and ERP Operating Partnership assumed all of the obligations of Merger Sub, as successor to AvalonBay, under the 2018 Indenture and all of the securities issued thereunder, including the (i) 1.900% unsecured notes due December 1, 2028 in an aggregate principal amount of $400 million, (ii) 3.300% unsecured notes due June 1, 2029 in an aggregate principal amount of $450 million, (iii) 2.300% unsecured notes due March 1, 2030 in an aggregate principal amount of $700 million, (iv) 2.450% unsecured notes due January 15, 2031 in an aggregate principal amount of $600 million, (v) 2.050% unsecured notes due January 15, 2032 in an aggregate principal amount of $700 million, (vi) 5.000% unsecured notes due February 15, 2033 in an aggregate principal amount of $350 million, (vii) 5.300% unsecured notes due December 7, 2033 in an aggregate principal amount of $400 million and (viii) 4.350% unsecured notes due April 15, 2048 in an aggregate principal amount of $300 million.

On the Closing Date, in connection with the Mergers, Merger Sub, ERP Operating Partnership and U.S. Bank Trust Company, National Association, as trustee, entered into the Fourth Supplemental Indenture (the “Fourth Supplemental Indenture” and, together with the Sixth Supplemental Indenture and the Third Supplemental Indenture, the “Supplemental Indentures”) to the Indenture, dated as of February 23, 2024 (as supplemented by that certain First Supplemental Indenture dated as of May 14, 2024, by that certain Second Supplemental Indenture dated as of July 10, 2025 and by that certain Third Supplemental Indenture dated as of December 1, 2025, the “2024 Indenture”), by and between AvalonBay and U.S. Bank Trust Company, National Association, as trustee. Pursuant to the Fourth Supplemental Indenture, Merger Sub assumed all of the obligations of AvalonBay, and ERP Operating Partnership assumed all of the obligations of Merger Sub, as successor to AvalonBay, under the 2024 Indenture and all of the securities issued thereunder, including the (i) 4.350% unsecured notes due December 1, 2030 in an aggregate principal amount of $400 million, (ii) 5.350% unsecured notes due June 1, 2034 in an aggregate principal amount of $400 million and (iii) 5.000% unsecured notes due August 1, 2035 in an aggregate principal amount of $400 million.

The foregoing description of the 1998 Indenture, the 2018 Indenture, the 2024 Indenture and the Supplemental Indentures does not purport to be complete and is qualified in its entirety by reference to the full text thereof, copies of which are filed as Exhibits 4.1 – 4.14 to this Current Report on Form 8-K and the terms of which are incorporated herein by reference, except with respect to the 1998


First Supplemental Indenture, the 1998 Second Supplemental Indenture and the 1998 Third Supplemental Indenture, copies of which are not filed with this Current Report on Form 8-K and the terms of which are not incorporated herein by reference because they do not affect the material terms and conditions of any 1998 Indenture Notes currently outstanding or any 1998 Indenture Notes that may be issued in the future.

Revolver Amendment and Term Loan Amendment

On August 17, 2026, in connection with the closing of the Mergers, ERP Operating Partnership entered into (i) an Amendment No. 2 to Seventh Amended and Restated Revolving Loan Agreement (the “Revolver Amendment”) among AvalonBay, as the existing borrower, ERP Operating Partnership, as the new borrower, Bank of America, N.A. (“Bank of America”), as administrative agent, and the lenders party thereto, pursuant to which ERP Operating Partnership assumed all of AvalonBay’s rights and obligations under its existing $2.5 billion senior unsecured revolving credit facility (the “New Revolving Credit Facility”) provided pursuant to the Seventh Amended and Restated Revolving Loan Agreement, dated as of April 3, 2025 (as amended, the “New Revolving Credit Agreement”), among AvalonBay, Bank of America, as administrative agent, and the lenders from time to time party thereto, and (ii) an Amendment No. 2 to Term Loan Agreement (the “Term Loan Amendment,” and together with the Revolver Amendment, the “Amendments”) among AvalonBay, as the existing borrower, ERP Operating Partnership, as the new borrower, Truist Bank, as administrative agent, and the lenders party thereto, pursuant to which ERP Operating Partnership assumed all of AvalonBay’s rights and obligations under its existing $550 million senior unsecured term loan facility (the “New Term Loan Facility”) provided pursuant to the Term Loan Agreement, dated as of April 3, 2025 (as amended, the “New Term Loan Agreement”), among AvalonBay, Truist Bank, as administrative agent, and the lenders from time to time party thereto. ERP Operating Partnership’s existing $2.5 billion senior unsecured revolving credit facility (the “Existing Revolving Credit Facility”) provided pursuant to that certain Revolving Credit Agreement, dated as of December 3, 2025, among ERP Operating Partnership, as borrower, Bank of America, as administrative agent, and the lenders from time to time party thereto (the “Existing Credit Agreement”) remains in effect.

The New Revolving Credit Facility matures on April 3, 2030, subject to extension for additional one- or two-year periods at the request of ERP Operating Partnership, provided that the extending lenders consent and certain customary conditions are met. ERP Operating Partnership has the ability to increase available borrowings by an additional $500 million by adding lenders to the facility, obtaining the agreement of existing lenders to increase their commitments, or incurring one or more term loans. The interest rate on advances under the New Revolving Credit Agreement will generally be Term SOFR (as defined in the New Revolving Credit Agreement) or Daily SOFR (as defined in the New Revolving Credit Agreement) (or, in the case of advances made in certain alternative currencies, the reference rate applicable to such currency) plus a spread, which is currently 72.5 basis points per annum. In addition, under the New Revolving Credit Agreement, there is a facility fee, paid quarterly in arrears, which is currently 12.5 basis points per annum. Both the spread and the facility fee are dependent on the credit rating of ERP Operating Partnership’s long-term debt. Pursuant to the Revolver Amendment, the New Revolving Credit Agreement contains customary representations, financial and other affirmative and negative covenants and events of default substantially the same as those included in the Existing Credit Agreement. As of August 17, 2026, $1.205 billion has been borrowed and is outstanding under the New Revolving Credit Facility and less than $1 million of borrowing capacity under the New Revolving Credit Facility is utilized by issued and outstanding letters of credit.

The New Term Loan Facility matures on April 3, 2029. The interest rate on outstanding amounts under the New Term Loan Facility will generally be Term SOFR (as defined in the New Term Loan Agreement) or Daily SOFR (as defined in the New Term Loan Agreement) plus a spread, which is currently 80 basis points per annum. The spread is dependent on the credit rating of ERP Operating Partnership’s long-term debt. Pursuant to the Term Loan Amendment, the New Term Loan Agreement contains customary representations, financial and other affirmative and negative covenants and events of default substantially the same as those included in the Existing Credit Agreement. As of August 17, 2026, the full $550 million principal amount remains outstanding under the New Term Loan Facility.

The foregoing description of the New Revolving Credit Facility and the New Term Loan Facility does not purport to be complete and is qualified in its entirety by reference to the Revolver Amendment and the Term Loan Amendment, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K, and the terms of which are incorporated herein by reference.

From time to time, one or more of the financial institutions party to the New Revolving Credit Facility, the New Term Loan Facility and the Existing Revolving Credit Facility and certain of their respective affiliates have provided, and may in the future provide, commercial banking, investment banking and other financial advisory services to ERP Operating Partnership and its affiliates from which they have received or will receive customary fees and expenses.

 

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

 


Item 9.01.

Financial Statements and Exhibits.

 

Exhibit

Number

  

Exhibit

 4.1    Sixth Supplemental Indenture, dated as of August 17, 2026, by and among Canopy Merger Sub LLC, ERP Operating Limited Partnership and The Bank of New York Mellon, as trustee.
 4.2    Third Supplemental Indenture, dated as of August 17, 2026, by and among Canopy Merger Sub LLC, ERP Operating Limited Partnership and The Bank of New York Mellon, as trustee.
 4.3    Fourth Supplemental Indenture, dated as of August 17, 2026, by and among Canopy Merger Sub LLC, ERP Operating Limited Partnership and U.S. Bank Trust Company, National Association, as trustee.
 4.4    Indenture for Senior Debt Securities, dated as of January 16, 1998, between AvalonBay and State Street Bank and Trust Company, as trustee.
 4.5    Amended and Restated Third Supplemental Indenture, dated as of July 10, 2000 between AvalonBay and State Street Bank and Trust Company, as trustee.
 4.6    Fourth Supplemental Indenture, dated as of September 18, 2006, between AvalonBay and U.S. Bank National Association, as trustee.
 4.7    Fifth Supplemental Indenture, dated as of November 21, 2014, between AvalonBay and The Bank of New York Mellon, as trustee.
 4.8    Indenture for Debt Securities, dated as of February 23, 2018, between AvalonBay and The Bank of New York Mellon, as trustee.
 4.9    First Supplemental Indenture, dated as of March 26, 2018, between AvalonBay and The Bank of New York Mellon, as trustee.
 4.10    Second Supplemental Indenture, dated as of May 29, 2018, between AvalonBay and The Bank of New York Mellon, as trustee.
 4.11    Indenture for Debt Securities, dated as of February 23, 2024, between AvalonBay and U.S. Bank Trust Company, National Association, as trustee.
 4.12    First Supplemental Indenture, dated as of May 14, 2024, between AvalonBay and U.S. Bank Trust Company, National Association, as trustee, including the form of 5.350% senior notes due 2034.
 4.13    Second Supplemental Indenture, dated as of July 10, 2025, between AvalonBay and U.S. Bank Trust Company, National Association, as trustee, including the form of 5.000% senior notes due 2035.
 4.14    Third Supplemental Indenture, dated as of December 1, 2025, between AvalonBay and U.S. Bank Trust Company, National Association, as trustee, including the form of 4.350% senior notes due 2030.
10.1*    Amendment No. 2 to Seventh Amended and Restated Revolving Loan Agreement, dated as of August 17, 2026, among AvalonBay Communities, Inc., ERP Operating Limited Partnership, Bank of America, N.A., as administrative agent, and the lenders party thereto.
10.2*    Amendment No. 2 to Term Loan Agreement, dated as of August 17, 2026, among AvalonBay Communities, Inc., ERP Operating Limited Partnership, Truist Bank, as administrative agent, and the lenders party thereto.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*

Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and exhibits have been omitted. The registrants hereby agree to furnish a copy of any omitted schedule or exhibit to the Securities and Exchange Commission (the “SEC”) upon request by the SEC.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    VIVMARK RESIDENTIAL
Date: August 17, 2026     By:  

/s/ Scott J. Fenster

    Name:   Scott J. Fenster
    Its:  

Executive Vice President, General Counsel

and Corporate Secretary

 

    ERP OPERATING LIMITED PARTNERSHIP
    By: Vivmark Residential, its general partner
Date: August 17, 2026     By:  

/s/ Scott J. Fenster

    Name:   Scott J. Fenster
    Its:  

Executive Vice President, General Counsel

and Corporate Secretary

Filing Exhibits & Attachments

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