SC T0-T

CGI GROUP INC.
and
CGI TECHNOLOGIES AND SOLUTIONS
INC.

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Sd6C2TqFYgftyIGkTDxIsz14uLwBnPMsWV2Dx7ZWu/hcOJUasS6kAQ3BeRnqWit5 AJOESpblzX2AWEYlJnScyg== 0000950123-10-051626.txt : 20100520 0000950123-10-051626.hdr.sgml : 20100520 20100520170907 ACCESSION NUMBER: 0000950123-10-051626 CONFORMED SUBMISSION TYPE: SC TO-T PUBLIC DOCUMENT COUNT: 55 FILED AS OF DATE: 20100520 DATE AS OF CHANGE: 20100520 GROUP MEMBERS: CGI FAIRFAX CORPORATION GROUP MEMBERS: CGI FEDERAL INC. GROUP MEMBERS: CGI GROUP INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Stanley, Inc. CENTRAL INDEX KEY: 0001360555 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 113658790 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC TO-T SEC ACT: 1934 Act SEC FILE NUMBER: 005-82581 FILM NUMBER: 10848555 BUSINESS ADDRESS: STREET 1: 3101 WILSON BOULEVARD STREET 2: SUITE 700 CITY: ARLINGTON STATE: VA ZIP: 22201 BUSINESS PHONE: 703-684-1125 MAIL ADDRESS: STREET 1: 3101 WILSON BOULEVARD STREET 2: SUITE 700 CITY: ARLINGTON STATE: VA ZIP: 22201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CGI GROUP INC CENTRAL INDEX KEY: 0001061574 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 000000000 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC TO-T BUSINESS ADDRESS: STREET 1: 1130 SHERBROOKE ST WEST STREET 2: 7TH FL CITY: MONTREAL QUEBEC STATE: A8 ZIP: H3A 2M8 BUSINESS PHONE: 5148413200 MAIL ADDRESS: STREET 1: 1130 SHERBROOKE ST WEST STREET 2: 7TH FLOOR CITY: MONTREAL QUEBEC STATE: A8 ZIP: H3A 2M8 SC TO-T 1 m62094tosctovt.htm SC TO-T SC T0-T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

STANLEY, INC.

(Name of Subject Company (Issuer))

CGI FAIRFAX CORPORATION

CGI FEDERAL INC.

CGI GROUP INC.

(Names of Filing Persons (identifying status as offeror, issuer or other person))

COMMON STOCK, $0.01 PAR VALUE

(Title of Class of Securities)

854532108
(CUSIP Number of Class of Securities)


Claude Séguin CGI Group Inc. 1130 Sherbrooke Street West, 7th Floor Montréal, Québec Canada H3A 2M8 (514) 841-3200		George Schindler CGI Federal Inc. 12601 Fair Lakes Circle Fairfax, Virginia 22033 (703) 267-8101		Joseph C. Figini, Esq. CGI Fairfax Corporation 12601 Fair Lakes Circle Fairfax, Virginia 22033 (703)267-8101

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Copies to:


Robert J. Grammig, Esq. Holland & Knight LLP 100 North Tampa Street, Suite 4100 Tampa, Florida 33602 (813) 227-8500		Robert Paré, Esq. Fasken Martineau DuMoulin LLP The Stock Exchange Tower P.O. Box 242, Suite 3700 Montréal, Québec Canada H4Z 1E9 (514) 397-7517		Benoit Dubé, Esq. CGI Group Inc. 1130 Sherbrooke Street West, 7th Floor Montréal, Québec Canada H3A 2M8 (514) 841-3200

CALCULATION OF FILING FEE



	Transaction Valuation(1)			Amount of Filing Fee(2)
	$946,038,602.00			$67,452.55


(1)		Estimated for purposes of calculating the filing fee only. This amount is the sum of (i) 23,611,018 shares of Stanley, Inc. common stock (based on 24,332,018 outstanding as of May 14, 2010, less 721,000 outstanding shares of restricted stock) multiplied by $37.50 per share, which is the offer price, plus (ii) $33,587,927, expected to be paid in connection with the cancellation of outstanding options, plus (iii) $27,037,500 expected to be paid in connection with cancellation of shares of restricted stock.

(2)		The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934 and Fee Rate Advisory #4 for fiscal year 2010, issued December 17, 2009, by multiplying the transaction value by 0.00007130.

o Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.


Amount Previously Paid: N/A		Filing Party: N/A
Form of Registration No.: N/A		Date Filed: N/A

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ Third-party tender offer subject to Rule 14d-1.

o Issuer tender offer subject to Rule 13e-4.

o Going-private transaction subject to Rule 13e-3.

o Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. o

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

o Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

o Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this “Schedule TO”) is filed by (i) CGI Fairfax Corporation, a Delaware corporation (“CGI-Fairfax”) and a wholly owned subsidiary of CGI Federal Inc., a Delaware corporation (“CGI-US”), and an indirect wholly owned subsidiary of CGI Group Inc., a corporation organized under the laws of the Province of Québec, Canada (“CGI”), (ii) CGI-US, and (iii) CGI. This Schedule TO relates to the offer (the “Offer”) by CGI-Fairfax to purchase all of the outstanding shares of common stock, par value $0.01 per share (the “Shares,” and each, a “Share”), of Stanley, Inc., a Delaware corporation (“Stanley”), at a purchase price of $37.50 per Share net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 20, 2010 (together with any amendments and supplements thereto, the “Offer to Purchase”) and in the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively. The information in the Offer to Purchase, including all attachments thereto, is expressly incorporated into this Schedule TO by reference in response to all the items of Schedule TO, except as otherwise set forth below.

Item 10. Financial Statements.

Not applicable.

Item 12. Exhibits.


Exhibit		Exhibit Name
(a)(1)(A)		Offer to Purchase, dated May 20, 2010.

(a)(1)(B)		Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9).

(a)(1)(C)		Notice of Guaranteed Delivery.

(a)(1)(D)		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

(a)(1)(E)		Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

(a)(1)(F)		Letter to Participants in Stanley, Inc. 401(k) and Employee Stock Ownership Plan.

(a)(5)(A)		Joint Press Release issued by CGI Group Inc., CGI Federal Inc. and CGI Fairfax Corporation and Stanley on May 7, 2010, incorporated herein by reference to the Schedule TO-C filed by CGI Group Inc., CGI Federal Inc. and CGI Fairfax Corporation on May 7, 2010.

(a)(5)(B)		Conference Call Presentation regarding the acquisition of Stanley, Inc. by CGI Group Inc. on May 7, 2010, incorporated herein by reference to the Schedule TO-C filed by CGI Group Inc., CGI Federal Inc. and CGI Fairfax Corporation on May 7, 2010.

(a)(5)(C)		Presentation to Stanley, Inc. Employees on May 7, 2010, incorporated herein by reference to the Schedule TO-C filed by CGI Group Inc., CGI Federal Inc. and CGI Fairfax Corporation on May 7, 2010.

(a)(5)(D)		Stanley, Inc. Merger with CGI Group Inc. Questions and Answers, incorporated herein by reference to the Schedule TO-C filed by CGI Group Inc., CGI Federal Inc. and CGI Fairfax Corporation on May 7, 2010.

(a)(5)(E)		Transcript of Investor Conference Call held on May 7, 2010, incorporated herein by reference to the Schedule TO-C filed by CGI Group Inc., CGI Federal Inc. and CGI Fairfax Corporation on May 7, 2010.

(a)(5)(F)		CGI Group Inc. Microsite Landing Page for Stanley, Inc. Employees, incorporated herein by reference to the Schedule TO-C filed by CGI Group Inc., CGI Federal Inc. and CGI Fairfax Corporation on May 14, 2010.

(a)(5)(G)		CGI Group Inc. Employee Benefit Plans Questions and Answers, incorporated herein by reference to the Schedule TO-C filed by CGI Group Inc., CGI Federal Inc. and CGI Fairfax Corporation on May 18, 2010.

(a)(5)(H)		Summary Newspaper Advertisement as published in The Wall Street Journal on May 20, 2010.

(a)(5)(I)		Press Release issued by CGI Group Inc., CGI Federal Inc. and CGI Fairfax Corporation on May 20, 2010.

(b)		Amended and Restated Credit Agreement dated as of December 20, 2004, as amended and restated as of January 12, 2006, as further amended as of April 21, 2006, and September 15, 2006, and as further amended and restated as of August 10, 2007, among CGI Group Inc., as Cdn Borrower; CGI Technologies and Solutions Inc. as US Borrower; the Lenders set forth in Schedule “A” thereto, as


Exhibit		Exhibit Name
		Lenders; National Bank of Canada, as Administrative Agent; National Bank Financial Inc., J.P. Morgan Securities Inc., and Caisse Centrale Desjardins, as Lead Arrangers and Joint Book Runners; JPMorgan Chase Bank, N.A. and Caisse Centrale Desjardins, as Syndication Agents; and Canadian Imperial Bank of Commerce, The Toronto-Dominion Bank, and Bank of America, N.A., as Documentation Agents.

(d)(A)		Agreement and Plan of Merger, dated as of May 6, 2010, by and among CGI Group Inc., CGI Federal Inc., CGI Fairfax Corporation and Stanley, incorporated herein by reference to the Form 6-K furnished by CGI Group Inc. to the SEC on May 7, 2010.

(d)(B)		Stockholders Agreement, dated as of May 6, 2010, by and among CGI Group Inc., CGI Federal Inc. and Philip O. Nolan, William E. Karlson, George H. Wilson, Gregory M. Denkler, Brian J. Clark, Scott D. Chaplin, and James H. Brabston, incorporated herein by reference to the Form 6-K furnished by CGI Group Inc. to the SEC on May 7, 2010.

(d)(C)		Non-Disclosure Agreement, dated February 23, 2010, by and between CGI Group Inc. and Stanley, Inc.

(g)		Not applicable.

(h)		Not applicable.

Item 13. Information required by Schedule 13E-3.

Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


CGI FAIRFAX CORPORATION

By:	/s/ George Schindler
	Name:	George Schindler
	Title:	President
	Date:	May 20, 2010


CGI FEDERAL INC.

By:	/s/ George Schindler
	Name:	George Schindler
	Title:	President
	Date:	May 20, 2010


CGI GROUP INC.

By:	/s/ Claude Séguin
	Name:	Claude Séguin
	Title:	Senior Vice-President, Corporate Development and Strategic Investments
	Date:	May 20, 2010

EX-99.(A)(1)(A) 2 m62094toexv99wxayx1yxay.htm EX-99.(A)(1)(A) Exhibit (a)(1)(A)

Exhibit (a)(1)(A)

Offer to Purchase for Cash

All Outstanding Shares of Common Stock

STANLEY, INC.

$37.50 NET PER SHARE

CGI FAIRFAX CORPORATION

a wholly owned subsidiary of

CGI FEDERAL INC.

an indirect wholly owned subsidiary of

CGI GROUP INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, JUNE 17, 2010, UNLESS THE OFFER IS EXTENDED.

This Offer (the “Offer”) is being made pursuant to an Agreement and Plan of Merger, dated as of May 6, 2010 (the “Merger Agreement”), by and among CGI Group Inc., CGI Federal Inc., CGI Fairfax Corporation (“CGI-Fairfax”) and Stanley, Inc. (“Stanley”). The Offer is conditioned upon, among other things, the satisfaction of: (i) the Minimum Tender Condition (as defined herein), (ii) the Governmental Approval Conditions (as defined herein), and (iii) the other conditions set forth in this Offer to Purchase (this “Offer to Purchase”).

The term “Minimum Tender Condition” is defined in “The Tender Offer — Section 15 — Certain Conditions of the Offer” and generally requires that the number of outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Stanley, which have been validly tendered and not withdrawn prior to the expiration of the Offer, represents at least a majority of the Fully Diluted Shares (as defined herein). The Term “Governmental Approval Conditions” is also defined in “The Tender Offer — Section 15 — Certain Conditions of the Offer” and refers to (a) the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (b) review and approval by the Committee on Foreign Investment in the United States pursuant to the Exon-Florio Amendment to Section 721 of the Defense Production Act of 1950, (c) approval by the Defense Security Service of the United States Department of Defense of a plan to operate Stanley’s business pursuant to a “FOCI” (foreign ownership, control or influence) mitigation agreement that does not impose certain restrictions or conditions, and (d) 60 days having elapsed following notice under the International Traffic in Arms Regulations. The Offer is also subject to other important conditions set forth in this Offer to Purchase. See “The Tender Offer — Section 15 — Certain Conditions of the Offer.” The Offer is not subject to a financing condition.

The Board of Directors of Stanley has unanimously: (i) deemed it advisable and in the best interests of the Stanley and its stockholders that Stanley enter into the Merger Agreement and consummate the Offer, the merger of CGI-Fairfax with and into Stanley, with Stanley as the surviving corporation (the “Merger”), and the other transactions contemplated by the Merger Agreement, (ii) declared that the Offer, the Merger and the other transactions contemplated by the Merger Agreement are fair to, and in the best interests of, Stanley and its stockholders, (iii) approved the form, terms and conditions of the Merger Agreement and approved the Offer, the Merger and the other transactions contemplated by the Merger Agreement and (iv) recommended that Stanley’s stockholders accept the Offer, tender their Shares pursuant to the Offer and, if required by applicable law, vote their Shares in favor of adoption of the Merger Agreement.

The Dealer Manager for the Offer is:

Deutsche Bank Securities

Mailstop: NYC60-4515

Attention: Rama Ramabadran

60 Wall Street

New York, NY 10005

May 20, 2010

(Cover continued on next page.)

(Cover continued from previous page.)

IMPORTANT

Any Stanley stockholder wishing to tender Shares in the Offer must: (i) complete and sign the letter of transmittal (or a facsimile thereof) that accompanies this Offer to Purchase (the “Letter of Transmittal”) in accordance with the instructions in the Letter of Transmittal and mail or deliver the Letter of Transmittal and all other required documents to the Depositary (as defined herein) together with certificates representing the Shares tendered or follow the procedure for book-entry transfer set forth in “The Tender Offer — Section 3 — Procedures for Accepting the Offer and Tendering Shares”, or (ii) request such stockholder’s broker, dealer, commercial bank, trust company or other nominee to effect the transaction for the stockholder. A stockholder whose Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such person if such stockholder wishes to tender such Shares.

Any Stanley stockholder who wishes to tender Shares and cannot deliver certificates representing such Shares and all other required documents to the Depositary on or prior to the Expiration Date (as defined herein) or who cannot comply with the procedures for book-entry transfer on a timely basis may tender such Shares pursuant to the guaranteed delivery procedure set forth in “The Tender Offer — Section 3 — Procedures for Accepting the Offer and Tendering Shares.”

Questions and requests for assistance may be directed to the Information Agent (as defined herein) or the Dealer Manager (as defined herein) at their respective addresses and telephone numbers set forth on the back cover of this Offer to Purchase. Additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and other related materials may also be obtained from the Information Agent. Stockholders may also contact their broker, dealer, commercial bank, trust company or other nominee for copies of these documents.

TABLE OF CONTENTS


INTRODUCTION			7
THE TENDER OFFER			9
1. Terms of the Offer			9
2. Acceptance for Payment and Payment for Shares			11
3. Procedures for Accepting the Offer and Tendering Shares			12
4. Withdrawal Rights			14
5. Material United States Federal Income Tax Consequences			15
6. Price Range of Shares; Dividends			16
7. Certain Information Concerning Stanley			17
8. Certain Information Concerning CGI, CGI-US and CGI-Fairfax			17
9. Source and Amount of Funds			19
10. Background of the Offer; Past Contacts or Negotiations with Stanley			20
11. The Merger Agreement			23
12. Purpose of the Offer; Plans for Stanley			34
13. Certain Effects of the Offer			37
14. Dividends and Distributions			38
15. Certain Conditions of the Offer			38
16. Certain Legal Matters; Regulatory Approvals			40
17. Fees and Expenses			43
18. Miscellaneous			43
SCHEDULE I			I-1

SUMMARY TERM SHEET

CGI Fairfax Corporation (“CGI-Fairfax”), a wholly owned subsidiary of CGI Federal Inc. (“CGI-US”), an indirect wholly owned subsidiary of CGI Group Inc. (“CGI”), is offering to purchase all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Stanley, Inc. (“Stanley”), for $37.50 per Share, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and the Letter of Transmittal. This offer (the “Offer”) is made pursuant to and in accordance with the Agreement and Plan of Merger, dated as of May 6, 2010 (the “Merger Agreement”), by and among CGI, CGI-US, CGI-Fairfax and Stanley.

The following are answers to some of the questions you, as a Stanley stockholder, may have about the Offer. We urge you to read carefully the remainder of this Offer to Purchase and the Letter of Transmittal and the other documents to which we have referred you because this summary may not contain all of the information that is important to you. Additional important information is contained in the remainder of this Offer to Purchase and the Letter of Transmittal.

Who is offering to buy my securities?

CGI-Fairfax’s legal name is CGI Fairfax Corporation. CGI-Fairfax is a Delaware corporation and a wholly owned subsidiary of CGI Federal Inc., a Delaware corporation and an indirect wholly owned subsidiary of CGI Group Inc., a corporation organized under the laws of the Province of Québec, Canada. CGI-Fairfax was formed for the purpose of acquiring all of the issued and outstanding Shares. See the “Introduction” to this Offer to Purchase and “The Tender Offer — Section 8 — Certain Information Concerning CGI, CGI-US and CGI-Fairfax.”

What are the classes and amounts of securities sought in the Offer?

We are offering to purchase all of the outstanding Shares on the terms and subject to the conditions set forth in this Offer. See “The Tender Offer — Section 1 — Terms of the Offer.”

How much are you offering to pay? What is the form of payment? Will I have to pay any fees or commissions?

We are offering to pay $37.50 per Share net to you in cash, without interest and less any required withholding taxes. If you are the record owner of your Shares and you directly tender your Shares to us in the Offer, you will not have to pay brokerage fees or similar expenses. If you own your Shares through a broker, banker or other nominee, and your broker, banker or other nominee tenders your Shares on your behalf, your broker, banker or other nominee may charge you a fee for doing so. You should consult your broker, banker or other nominee to determine whether any charges will apply. See the “Introduction” to this Offer to Purchase.

Have any of Stanley’s stockholders agreed to tender their shares?

Yes. Certain stockholders collectively owning approximately 13.2% of Stanley’s outstanding Shares as of May 6, 2010 (approximately 12.3% of the Fully Diluted Shares), each of whom is a director and/or an officer of Stanley, have agreed to tender their Shares in the Offer pursuant to the Stockholders Agreement (as defined below). See “Introduction” to this Offer to Purchase and “The Tender Offer — Section 11 — The Merger Agreement — The Stockholders Agreement.”

Do you have the financial resources to make payment?

CGI Group Inc., our ultimate parent company, will provide CGI-Fairfax (through CGI Group Inc.’s direct or indirect wholly-owned subsidiaries) with sufficient funds to purchase all Shares validly tendered in the Offer and not validly withdrawn and to provide funding for its Merger (as defined below) with Stanley, which is expected to follow the successful completion of the Offer in accordance with the terms and conditions of the Merger Agreement. The Offer is not conditioned upon any financing arrangements. CGI intends to provide CGI-Fairfax (through CGI’s direct or indirect wholly-owned subsidiaries) with the necessary funds from cash on hand and CGI’s existing credit facility. See “The Tender Offer — Section 9 — Source and Amount of Funds.”

Is your financial condition relevant to my decision to tender my Shares in the Offer?

No. Because the only consideration to be paid in the Offer and the Merger is cash, the Offer is to purchase all issued and outstanding Shares and there is no financing condition to the completion of the Offer, the financial condition of CGI-Fairfax and CGI is not material to a decision by a holder of Shares whether to sell, hold or tender Shares in the Offer.

See “The Tender Offer — Section 9 — Source and Amount of Funds.”

How long do I have to decide whether to tender my Shares in the Offer?

Unless we extend the Offer, you will have until 12:00 midnight, New York City time, on Thursday, June 17, 2010 (which is the end of the day on June 17, 2010), to tender your Shares in the Offer. Furthermore, if you cannot deliver everything required to make a valid tender by that time, you may still participate in the Offer by using the guaranteed delivery procedure that is described later in this Offer to Purchase prior to that time. See “The Tender Offer — Section 1 — Terms of the Offer” and “The Tender Offer — Section 3 — Procedures for Accepting the Offer and Tendering Shares.”

Can the Offer be extended and under what circumstances?

Yes. We have agreed in the Merger Agreement that so long as neither Stanley nor CGI terminates the Merger Agreement in accordance with its terms:


	•	We must extend the Offer on one or more occasions for any period not to exceed five business days (or such longer period as we and Stanley agree) for any one extension (though we are not obligated to extend the Offer beyond November 6, 2010), if at any then-scheduled expiration of the Offer any condition to the Offer is not satisfied.

	•	We may, in our sole discretion, without Stanley’s consent, extend the Offer for the minimum period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”), or its staff, that is applicable to the Offer (though we cannot extend the Offer beyond November 6, 2010 without Stanley’s consent).

We do not anticipate that all Governmental Approval Conditions to the Offer will have been satisfied by the currently scheduled expiration date of June 17, 2010. Therefore, we anticipate that the Offer will be extended at that time.

In addition, following our acceptance of Shares tendered in the Offer, we may, and if requested by Stanley, we must, provide one or more subsequent offering periods of not less than ten business days, in accordance with Rule 14d-11 under the Securities Exchange Act of 1934, as amended.

See “The Tender Offer — Section 1 — Terms of the Offer” for more details on our obligation and ability to extend the Offer.

How will I be notified if the Offer is extended?

If we extend the Offer, we will inform Computershare Investor Services Inc., the depositary for the Offer (the “Depositary”), of any extension and will issue a press release announcing the extension not later than 9:00 a.m., New York City time, on the next business day after the day on which the Offer was scheduled to expire. See “The Tender Offer — Section 1 — Terms of the Offer.”

What is the “Top-Up Option” and when could it be exercised?

Under the Merger Agreement, if we do not own at least one share more than 90% of the total outstanding Shares after our acceptance of and deposit of payment for Shares pursuant to the Offer (or, if applicable, any subsequent offering period), we have the option, subject to certain limitations, to purchase from Stanley up to that number of newly issued Shares sufficient to cause CGI, CGI-US and CGI-Fairfax to own, immediately after the exercise of such option and the issuance of such Shares, one share more than 90% of the total outstanding Shares at a

price per Share equal to the Offer Price to enable us to effect the Merger as a “Short-Form Merger” (as defined herein) without a vote or any further action by Stanley’s stockholders. We refer to this option as the “Top-Up Option” and to the Shares we may purchase under the Top-Up Option as the “Top-Up Option Shares.”

The Top-Up Option is exercisable only once, after the expiration of the Offer and any subsequent offering period (but before the fifth business day after the applicable expiration date of the Offer or any subsequent offering period), and at such time as CGI, CGI-US and CGI-Fairfax own, directly or indirectly, at least 80% of the Fully Diluted Shares. The Top-Up Option is not exercisable if any provision of any law or judgment prohibits the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect of such exercise.

What is the “Minimum Tender Condition” to the Offer?

CGI-Fairfax is not obligated to purchase any Shares in the Offer unless there has been validly tendered in the Offer and not withdrawn before the expiration of the Offer a number of Shares that represents at least a majority of the “Fully Diluted Shares” (meaning all of the outstanding securities entitled generally to vote in the election of directors of Stanley on a fully diluted basis, after giving effect to the exercise or conversion of all options, rights and securities exercisable or convertible into such voting securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof, excluding any Shares issuable pursuant to the Top-Up Option (as described in “The Tender Offer — Section 11 — Top-Up Option”)). We refer to this condition as the “Minimum Tender Condition.”

What are the most significant conditions to the Offer other than the Minimum Tender Condition?

In addition to the Minimum Tender Condition, the Offer is conditioned upon, among other things:


	•	the expiration or termination prior to the Expiration Date (as defined in “The Tender Offer — Section 1 — Terms of the Offer”) of any waiting period applicable to the Offer or the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), or other applicable Federal, state, local or foreign competition, merger control, antitrust or similar statute, law, code, ordinance, rule or regulation;

	•	following the filing of a joint voluntary notice with the Committee on Foreign Investment in the United States (“CFIUS”) pursuant to the Exon-Florio Amendment to Section 721 of the Defense Production Act of 1950 (“Exon-Florio”), the period of time for any applicable review process by CFIUS under Exon-Florio having expired, the President of the United States not having taken any action to prevent the consummation of the Offer, the Merger or any other transaction contemplated by the Merger Agreement, and CFIUS having issued a letter stating that it has completed its review and determined that there are no unresolved national security concerns with respect to the transactions contemplated by the Merger Agreement;

	•	the Defense Security Service of the United States Department of Defense (“DSS”) having approved a plan to operate Stanley’s business pursuant to a “FOCI” (foreign ownership, control or influence) mitigation agreement that does not impose restrictions or conditions requiring changes to the CGI-US Federal SSA (other than Reasonable Changes (as defined in “The Tender Offer — Section 11 — The Merger Agreement — Obligations to Cause Merger to Occur”)) and does not require a Material Limitation (as defined in “The Tender Offer — Section 11 — The Merger Agreement — Conditions to the Merger”);

	•	a period of 60 days having elapsed following notice to the United States Department of State Directorate of Defense Trade Controls of the Offer and the Merger pursuant to the International Traffic in Arms Regulations Section 122.4(b); and

	•	the Merger Agreement not being terminated in accordance with its terms.

For a complete description of all of the conditions to which the Offer is subject, see “The Tender Offer — Section 15 — Certain Conditions of the Offer.”

How do I tender my Shares?

To tender your Shares, you must deliver the certificates representing your Shares or confirmation of a book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company, together with a

completed Letter of Transmittal (or a facsimile thereof) and any other documents required by the Letter of Transmittal, to the Depositary, prior to the expiration of the Offer. If your Shares are held in street name (that is, through a broker, dealer or other nominee), they can be tendered by your broker, dealer or other nominee through The Depository Trust Company. If you are unable to deliver any required document or instrument to the Depositary by the expiration of the Offer, you may still participate in the Offer by having a broker, a bank or other fiduciary that is an eligible institution guarantee on or prior to the expiration of the Offer that the missing items will be received by the Depositary within three trading days (calculated by reference to the New York Stock Exchange) after the expiration of the Offer. For the tender to be valid, however, the Depositary must receive the missing items within that three trading day period. See “The Tender Offer — Section 3 — Procedures for Accepting the Offer and Tendering Shares.”

Until what time may I withdraw previously tendered Shares?

You may withdraw your previously tendered Shares at any time until the Offer has expired and, if we have not accepted your Shares for payment by July 18, 2010, you may withdraw them at any time after that date until we accept Shares for payment. This right to withdraw will not apply to Shares tendered in any subsequent offering period, if one is provided. See “The Tender Offer — Section 4 — Withdrawal Rights.”

How do I withdraw previously tendered Shares?

To withdraw previously tendered Shares, you must deliver a written notice of withdrawal, or a facsimile of one (with original delivered via overnight courier), with the required information to the Depositary while you still have the right to withdraw Shares. If you tendered Shares by giving instructions to a broker, banker or other nominee, you must instruct the broker, banker or other nominee to arrange for the withdrawal of your Shares and such broker, banker or other nominee must effectively withdraw such Shares while you still have the right to withdraw Shares. See “The Tender Offer — Section 4 — Withdrawal Rights.”

What does the Stanley Board think of the Offer?

The Board of Directors of Stanley (the “Stanley Board”) has unanimously: (i) deemed it advisable and in the best interests of Stanley and its stockholders that Stanley enter into the Merger Agreement and consummate the Offer, the merger of CGI-Fairfax with and into Stanley, with Stanley as the surviving corporation (the “Merger”), and the other transactions contemplated by the Merger Agreement, (ii) declared that the Offer, the Merger and the other transactions contemplated by the Merger Agreement are fair to, and in the best interests of, Stanley and its stockholders, (iii) approved the form, terms and conditions of the Merger Agreement and approved the Offer, the Merger and the other transactions contemplated by the Merger Agreement and (iv) recommended that Stanley’s stockholders accept the Offer, tender their Shares pursuant to the Offer and, if required by applicable law, vote their Shares in favor of adoption of the Merger Agreement.

A description of the reasons for the positions taken by the Stanley Board with respect to the Offer and the Merger is set forth in Stanley’s Solicitation/Recommendation Statement on Schedule 14D-9 that is being mailed to its stockholders together with this Offer to Purchase. See the “Introduction” to this Offer to Purchase.

If the tender offer is completed, will Stanley continue as a public company?

No. Following the purchase of Shares in the Offer, we expect to consummate the Merger. If the Merger takes place, Stanley no longer will be publicly owned. Even if for some reason the Merger does not take place, if we purchase all of the tendered Shares, there may be so few remaining stockholders and publicly held Shares that Stanley’s common stock will no longer be eligible to be traded through the New York Stock Exchange or other securities exchanges, there may not be an active public trading market for Stanley’s common stock, and Stanley may no longer be required to make filings with the SEC or otherwise comply with the SEC rules relating to publicly held companies. See “The Tender Offer — Section 13 — Certain Effects of the Offer.”

Will the Offer be followed by a second-step merger if all of the Shares are not tendered in the Offer?

Yes. If the Offer is consummated and the other conditions to the Merger, including the vote of the stockholders (if required by applicable law) are satisfied or waived, CGI-Fairfax will merge with and into Stanley and all then outstanding Shares (other than those held by CGI-Fairfax or by stockholders who validly exercise appraisal rights (as described below)) will be cancelled and converted in the Merger into the right to receive an amount in cash equal to the highest price per Share paid pursuant to the Offer, without interest and less any required withholding taxes. If we purchase at least a majority of the total outstanding Shares in the Offer, we will have sufficient voting power to approve the Merger without the affirmative vote of any other Stanley stockholder. Furthermore, if pursuant to the Offer or otherwise (including by exercise of the Top-Up Option, as described above) we own at least 90% of the total outstanding Shares, we will be able to, and as promptly as practicable will, effect the Merger as a Short-Form Merger in accordance with Delaware law without any further action by the other remaining Stanley stockholders.

If I decide not to tender, how will the Offer affect my Shares?

If the Merger is consummated, Stanley’s stockholders who do not tender their Shares in the Offer will, unless they validly exercise appraisal rights (as described below), receive the same amount of cash per Share that they would have received had they tendered their Shares in the Offer. Therefore, if the Offer and the Merger are consummated, the only differences to you between tendering your Shares and not tendering your Shares in the Offer are that (i) you will be paid earlier if you tender your Shares in the Offer and (ii) appraisal rights will not be available to you if you tender Shares in the Offer but will be available to you in the Merger if you do not vote in favor of the Merger, subject to and in accordance with Delaware law. See “The Tender Offer — Section 12 — Purpose of the Offer; Plans for Stanley — Appraisal Rights.” However, if the Offer is consummated but the Merger is not consummated, the number of Stanley’s stockholders and the number of Shares that are still in the hands of the public may be so small that there will no longer be an active public trading market (or, possibly, there may not be any public trading market) for the Shares. Also, as described above, Stanley may no longer be required to make filings with the SEC or otherwise comply with the SEC rules relating to publicly held companies. See the “Introduction” to this Offer to Purchase and “The Tender Offer — Section 13 — Certain Effects of the Offer.”

What is the market value of my Shares as of a recent date?

On May 6, 2010, the last full day of trading before the public announcement of the terms of the Offer and the Merger, the closing sale price of Stanley’s common stock reported on the New York Stock Exchange was $29.00 per Share. On May 19, 2010, the last full trading day before we commenced the Offer, the closing sale price of Stanley’s common stock reported on the New York Stock Exchange was $36.56 per Share. We encourage you to obtain a recent quotation for Shares in deciding whether to tender your Shares. See “The Tender Offer — Section 6 — Price Range of Shares; Dividends.”

What are the United States Federal income tax consequences of having my Shares accepted for payment in the Offer or receiving cash in the Merger?

The exchange of Shares for cash pursuant to the Offer or the Merger will be a taxable transaction for U.S. Federal income tax purposes. In general, if you hold Shares as capital assets for U.S. Federal income tax purposes and are a U.S. Holder (as defined under “The Tender Offer — Section 5 — Material United States Federal Income Tax Consequences”), you will recognize a capital gain or loss on a sale of the Shares for cash pursuant to the Offer or an exchange of Shares for cash pursuant to the Merger in an amount equal to the difference, if any, between the U.S. dollar amount received and your adjusted tax basis in the Shares. Gain or loss will be determined separately for each block of Shares (that is, Shares acquired at the same cost in a single transaction) tendered pursuant to the Offer or exchanged for cash pursuant to the Merger. If you are a non-corporate U.S. Holder who has held the Shares for more than one year, any such capital gain will generally be subject to U.S. Federal income tax at a maximum rate

of 15% (assuming that your Shares are exchanged for cash on or before December 31, 2010). See “The Tender Offer — Section 5 — Material United States Federal Income Tax Consequences.”

You are urged to consult your own tax advisors to determine the particular tax consequences to you of the Offer and the Merger (including the application and effect of any state, local or foreign income and other tax laws).

Who should I call if I have questions about the Offer?

You may call Laurel Hill Advisory Group at (888) 742-1305 (toll-free). Laurel Hill Advisory Group is acting as the information agent for the Offer. See the back cover of this Offer to Purchase.

To the Holders of Shares of

Common Stock of Stanley, Inc.:

INTRODUCTION

CGI Fairfax Corporation, a Delaware corporation (“CGI-Fairfax”) and a wholly owned subsidiary of CGI Federal Inc., a Delaware corporation (“CGI-US”), which is an indirect wholly owned subsidiary of CGI Group Inc., a corporation organized under the laws of the Province of Québec, Canada (“CGI”), hereby offers to purchase (the “Offer”) all outstanding shares of common stock, par value $0.01 per share (the “Shares,” and each, a “Share”), of Stanley, Inc., a Delaware corporation (“Stanley”), at a price of $37.50 per Share, net to the seller in cash, without interest thereon, and less any required withholding taxes (the “Offer Price”), upon the terms and subject to the conditions set forth in this Offer to Purchase and in the Letter of Transmittal.

The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of May 6, 2010 (the “Merger Agreement”), among CGI, CGI-US, CGI-Fairfax and Stanley.

The Offer is conditioned upon, among other things, the satisfaction of: (i) the Minimum Tender Condition (as defined in “The Tender Offer — Section 15 — Certain Conditions of the Offer”), which generally requires that the number of outstanding Shares, which have been validly tendered and not withdrawn prior to the Expiration Date, represents at least a majority of the Fully Diluted Shares, (ii) the Governmental Approval Conditions (as defined in “The Tender Offer — Section 15 — Certain Conditions of the Offer”), which include the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), review and approval by the Committee on Foreign Investment in the United States (“CFIUS”), the Defense Security Service of the United States Department of Defense (“DSS”) having approved a plan to operate the business pursuant to a “FOCI” (foreign ownership, control or influence) mitigation agreement that that does not impose restrictions or conditions requiring changes to the CGI-US Federal SSA (other than Reasonable Changes (as defined in “The Tender Offer — Section 11 — The Merger Agreement — Obligations to Cause Merger to Occur”)) and does not require a Material Limitation (as defined in “The Tender Offer — Section 11 — The Merger Agreement — Obligations to Cause Merger to Occur”), and notice under the International Traffic in Arms Regulations (the “ITAR”), and (iii) the other conditions set forth in this Offer to Purchase. See “The Tender Offer — Section 15 — Certain Conditions of the Offer.” The Offer is not subject to a financing condition.

For purposes of the Offer, the term “Fully Diluted Shares” means all outstanding shares of Stanley’s common stock on a fully diluted basis, after giving effect to the conversion or exercise of all options, rights and securities exercisable or convertible into such voting securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof, excluding any Shares issuable pursuant to the Top-Up Option (as described in “The Tender Offer — Section 11 — Top-Up Option”. Stanley has advised CGI that, as of March 31, 2010, 24,141,919 Shares were issued and outstanding, 612,444 Shares were subject to vesting or other forfeiture conditions or repurchase by Stanley, 1,731,521 Shares were subject to outstanding options under Stanley’s 2006 Omnibus Incentive Compensation Plan, Stanley’s Executive Deferred Compensation and Equity Incentive Plan, and Stanley’s 1995 Stock Incentive Plan, and 2,803,775 Shares were reserved and available for issuance pursuant to Stanley’s 2006 Omnibus Incentive Compensation Plan, Stanley’s Executive Deferred Compensation and Equity Incentive Plan, Stanley’s 1995 Stock Incentive Plan and Stanley’s Employee Stock Purchase Plan.

The Merger Agreement is more fully described in “The Tender Offer — Section 11 — The Merger Agreement.”

Tendering stockholders who are record owners of their Shares and tender directly to Computershare Investor Services Inc., the depositary for the Offer (the “Depositary”), will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Instruction 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by CGI-Fairfax pursuant to the Offer. Stockholders who hold their Shares through a broker, banker or other nominee should consult such institution as to whether it charges any service fees or commissions.

The Board of Directors of Stanley (the “Stanley Board”) has unanimously: (i) deemed it advisable and in the best interests of Stanley and its stockholders that Stanley enter into the Merger Agreement and consummate the Offer, the merger of CGI-Fairfax with and into Stanley with Stanley as the surviving corporation (the “Merger”), and the other transactions contemplated by the Merger Agreement, (ii) declared that the Offer, the Merger and the other transactions contemplated by the Merger Agreement are fair to, and in the best interests of, Stanley and its stockholders, (iii) approved the form, terms and conditions of the Merger Agreement and approved the Offer, the Merger and the other transactions contemplated by the Merger Agreement and (iv) recommended that Stanley’s stockholders accept the Offer, tender their Shares pursuant to the Offer and, if required by applicable law, vote their Shares in favor of adoption of the Merger Agreement.

A description of the reasons for the positions taken by the Stanley Board with respect to the Offer and the Merger is set forth in Stanley’s Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) that is being mailed to you together with this Offer to Purchase.

As a condition to CGI, CGI-US and CGI-Fairfax entering into the Merger Agreement, Philip O. Nolan, William E. Karlson, George H. Wilson, Gregory M. Denkler, Brian J. Clark, Scott D. Chaplin and James H. Brabston (collectively, the “Tendering Stockholders”), who currently hold voting and dispositive power with respect to 3,178,563 Shares (excluding shares of restricted stock and shares underlying employee stock options), representing approximately 13.2% of the outstanding Shares as of May 6, 2010 (approximately 12.3% of the Fully Diluted Shares)), concurrently with the execution and delivery of the Merger Agreement entered into a Stockholders Agreement (the “Stockholders Agreement”), dated May 6, 2010, with CGI and CGI-US. Pursuant to the Stockholders Agreement, the Tendering Stockholders have severally agreed, among other things, (a) to tender certain Shares beneficially owned by them, as well as any additional Shares that they may acquire beneficial ownership of (in each case, excluding restricted stock and shares underlying employee stock options prior to the time such employee stock options are exercised) pursuant to the Offer, (b) if necessary, to vote (or cause to be voted), in person or by proxy, those Shares (i) in favor of the adoption of the Merger Agreement and any other action of Stanley’s stockholders requested in furtherance thereof, and (ii) against any other action, agreement or transaction submitted for approval to Stanley’s stockholders that (A) could reasonably be expected to lead to a “Company Takeover Proposal” (as defined below) or (B) is intended or would reasonably be expected to materially impede, materially delay or prevent the Offer, the Merger or the transactions contemplated by the Merger Agreement, and (c) to certain restrictions on the transfer of those Shares. See “The Tender Offer — Section 11 — The Merger Agreement — The Stockholders Agreement.”

The Merger Agreement provides that, subject to the conditions described in “The Tender Offer — Section 11 — The Merger Agreement — Conditions to the Merger,” CGI-Fairfax will be merged with and into Stanley with Stanley continuing as the surviving corporation, wholly owned by CGI-US. Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each Share outstanding immediately prior to the Effective Time (other than (i) Shares held by Stanley as treasury stock or owned by CGI, CGI-US or CGI-Fairfax, or their respective subsidiaries, all of which will automatically be canceled and will cease to exist, and (ii) Shares owned by Stanley’s stockholders who perfect their appraisal rights under Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”)) will be converted into the right to receive $37.50 (or any other per Share price paid in the Offer) net to the seller in cash, without interest and less any required withholding taxes.

The Merger is subject to the satisfaction or waiver of certain conditions, including, if required, the adoption of the Merger Agreement by the affirmative vote of a majority of the outstanding Shares. Stanley has agreed, if required by applicable law, to establish a record date (which will be as soon as practicable following expiration of the Offer) for, duly call, give notice of, convene and hold a special meeting of its stockholders for the purposes of considering and taking action upon the adoption of the Merger Agreement. CGI and CGI-US have agreed to cause all Shares owned by them or any of their respective subsidiaries to be voted in favor of adoption of the Merger Agreement. If the Minimum Tender Condition is satisfied and the Offer is completed, CGI-Fairfax will own a number of Shares sufficient to cause the Merger Agreement to be approved without the affirmative vote of any other Shares. See “The Tender Offer — Section 11 — The Merger Agreement.”

Consummation of the Merger is conditioned upon, among other things, the adoption of the Merger Agreement by the requisite vote of Stanley’s stockholders, if required by Delaware law. Pursuant to Delaware law, the affirmative vote of at least a majority of the outstanding Shares is the only vote of any class or series of Stanley’s capital stock that would be necessary to adopt the Merger Agreement at any required meeting of Stanley’s stockholders. If we purchase Shares pursuant to the Offer, we will have sufficient voting power to approve the Merger without the affirmative vote of any other Stanley stockholder. In addition, Delaware law provides that if a corporation owns at least 90% of the outstanding shares of each class of a subsidiary corporation, the corporation holding such shares may merge such subsidiary into itself, or itself into such subsidiary, pursuant to the “short-form” merger provisions of the DGCL, without any action or vote on the part of the board of directors or the stockholders of such other corporation. In order to facilitate a Short-Form Merger in accordance with Section 253 of the DGCL, following the completion of the Offer, Stanley has granted to CGI-Fairfax an option (the “Top-Up Option”), subject to the terms and conditions described herein, to purchase from Stanley, at a price per Share equal to the Offer Price, up to that number of newly issued Shares (the “Top-Up Option Shares”) that, when added to the number of Shares owned, directly or indirectly, by CGI or CGI-Fairfax at the time of such exercise, constitutes one Share more than 90% of the Shares then outstanding (after giving effect to the issuance of the Top-Up Option Shares).

This Offer to Purchase and the Letter of Transmittal contain important information that should be read carefully in their entirety before any decision is made with respect to the Offer.

THE TENDER OFFER


1.	Terms of the Offer.

Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), CGI-Fairfax will accept for payment and pay for all Shares validly tendered prior to the Expiration Date and not withdrawn as permitted under “The Tender Offer — Section 4 — Withdrawal Rights.” The term “Expiration Date” means 12:00 midnight, New York City time, on Thursday, June 17, 2010 (which is the end of the day on June 17, 2010), unless CGI-Fairfax, in accordance with the Merger Agreement, extends the period during which the Offer is open, in which event the term “Expiration Date” means the latest time and date at which the Offer, as so extended, expires.

The Merger Agreement provides that, so long as neither Stanley nor CGI terminates the Merger Agreement in accordance with its terms, CGI-Fairfax must extend the Offer for one or more consecutive increments of not more than five business days each (or for such longer period as may be agreed by Stanley) if at any then-scheduled Expiration Date any condition to the Offer is not satisfied (though CGI-Fairfax is not obligated to extend the Offer beyond November 6, 2010).

The Merger Agreement further provides that, so long as neither Stanley nor CGI terminates the Merger Agreement in accordance with its terms, CGI-Fairfax may, in its sole discretion, without Stanley’s consent, extend the Offer for the minimum period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”), or its staff, that is applicable to the Offer.

CGI-Fairfax may, and if requested by Stanley, must, provide one or more “subsequent offering periods” (each, a “Subsequent Offering Period”) of not less than ten business days, in accordance with Rule 14d-11 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”).

The termination rights of CGI and Stanley are described below and remain unaffected by the provisions in the preceding three paragraphs.

Any extension of the Offer will be followed as promptly as practicable by a public announcement consistent with the requirements of the SEC. Such announcement will be made not later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date, in accordance with the public announcement requirements of Rule 14e-1(d) under the Exchange Act.

During any such extension, all Shares previously tendered and not withdrawn will remain subject to the Offer, subject to the rights of a tendering stockholder to withdraw such stockholder’s Shares except during a Subsequent Offering Period. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless previously accepted for payment by CGI-Fairfax pursuant to the Offer, may also be withdrawn at any time after November 6, 2010. If the initial offering period has expired and CGI-Fairfax provides for a Subsequent Offering Period, Shares tendered during a Subsequent Offering Period may not be withdrawn. For a withdrawal to be effective, a written or facsimile transmission (with original delivered via overnight courier) notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. See “The Tender Offer — Section 4 — Withdrawal Rights.”

Subject to the applicable rules and regulations of the SEC and the provisions of the Merger Agreement, CGI-Fairfax expressly reserves the right to, in its sole discretion, waive, in whole or in part, any condition of the Offer or modify the terms of the Offer, except that, without Stanley’s consent, CGI-Fairfax may not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) waive or amend the Minimum Tender Condition, (iv) add to the conditions to the Offer or modify any such condition in any manner adverse to the holders of Shares, (v) except as summarized above, extend the Offer, (vi) change the form of consideration payable in the Offer, or (vii) otherwise amend the terms of the Offer in any manner adverse to the holders of Shares.

The rights reserved by CGI-Fairfax by the immediately preceding paragraph are in addition to CGI-Fairfax’s rights pursuant to “The Tender Offer — Section 15 — Certain Conditions of the Offer.” Any extension, delay, termination, waiver or amendment will be followed as promptly as practicable by public announcement if required. Such announcement, in the case of an extension, will be made not later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date, in accordance with the public announcement requirements of Rule 14e-1(d) under the Exchange Act. Subject to applicable law (including Rules 14d-4(d) and 14d-6(c) under the Exchange Act, which require that material changes be promptly disseminated to stockholders in a manner reasonably designed to inform them of such changes) and without limiting the manner in which CGI-Fairfax may choose to make any public announcement, CGI-Fairfax has no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a press release to a national news service.

If CGI-Fairfax extends the Offer, is delayed in its acceptance for payment of Shares or is unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to CGI-Fairfax’s rights under the Offer, the Depositary may, nevertheless, on behalf of CGI-Fairfax, retain tendered Shares, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under “The Tender Offer — Section 4 — Withdrawal Rights.” However, the ability of CGI-Fairfax to delay the payment for Shares that CGI-Fairfax has accepted for payment is limited by Rule 14e-1(c) under the Exchange Act, which requires that a bidder pay the consideration offered or return the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal of such bidder’s offer.

If, subject to the terms of the Merger Agreement, CGI-Fairfax makes a material change in the terms of the Offer or the information concerning the Offer, or if it waives a material condition of the Offer, CGI-Fairfax will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(d), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which an offer must remain open

following material changes in the terms of such offer or the information concerning such offer, other than a change in the consideration offered, a change in the percentage of securities sought or inclusion of or changes to a dealer’s soliciting fee, will depend upon the facts and circumstances, including the relative materiality of the changes to the terms or information. With respect to a change in the consideration offered, a change in the percentage of securities sought or inclusion of or changes to a dealer’s soliciting fee, the Offer generally must remain open for a minimum of ten business days following the dissemination of such information to stockholders.

Stanley has provided CGI-Fairfax with Stanley’s stockholder list and security position listings for the purpose of disseminating the Offer to holders of Shares. This Offer to Purchase and the related Letter of Transmittal, together with the Schedule 14D-9, will be mailed by or on behalf of CGI-Fairfax to record holders of Shares whose names appear on Stanley’s stockholder list and will be furnished, for subsequent transmittal to beneficial owners of Shares, to brokers, bankers and other nominees whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing.


2.	Acceptance for Payment and Payment for Shares.

Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment) and the satisfaction or waiver of all the conditions to the Offer set forth in “The Tender Offer — Section 15 — Certain Conditions of the Offer,” CGI-Fairfax will accept for payment, and pay for, all Shares validly tendered and not withdrawn prior to the Expiration Date. Subject to the terms of the Merger Agreement and compliance with Rule 14e-1(c) under the Exchange Act, CGI-Fairfax expressly reserves the right to delay payment for Shares in order to comply in whole or in part with any applicable law. See “The Tender Offer — Section 16 — Certain Legal Matters; Regulatory Approvals.” If CGI-Fairfax provides for a Subsequent Offering Period, CGI-Fairfax will accept for payment, and pay for, all validly tendered Shares as they are received during a Subsequent Offering Period. See “The Tender Offer — Section 1 — Terms of the Offer.”

In all cases (including during any Subsequent Offering Period), payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the certificates evidencing such Shares (the “Share Certificates”) or confirmation of a book-entry transfer of such Shares (a “Book-Entry Confirmation”) into the Depositary’s account at The Depository Trust Company (the “Book-Entry Transfer Facility”) pursuant to the procedures set forth in “The Tender Offer — Section 3 — Procedures for Accepting the Offer and Tendering Shares,” (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message (as defined below) in lieu of the Letter of Transmittal, and (iii) any other documents required by the Letter of Transmittal.

The term “Agent’s Message” means a message, transmitted by the Book-Entry Transfer Facility to and received by the Depositary and forming a part of a Book-Entry Confirmation, that states that the Book-Entry Transfer Facility has received an express acknowledgment from the participant in the Book-Entry Transfer Facility tendering the Shares that are the subject of such Book-Entry Confirmation, that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that CGI-Fairfax may enforce such agreement against such participant.

For purposes of the Offer (including during any Subsequent Offering Period), CGI-Fairfax will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not validly withdrawn as, if and when CGI-Fairfax gives oral or written notice to the Depositary of CGI-Fairfax’s acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from CGI-Fairfax and transmitting such payments to tendering stockholders whose Shares have been accepted for payment. If CGI-Fairfax extends the Offer, is delayed in its acceptance for payment of Shares or is unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to CGI-Fairfax’s rights under the Offer, the Depositary may, nevertheless, on behalf of CGI-Fairfax, retain tendered Shares, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under “The Tender Offer — Section 4 — Withdrawal Rights” and as otherwise required by Rule 14e-1(c) under the

Exchange Act. Under no circumstances will interest be paid on the Offer Price for Shares, regardless of any extension of the Offer or any delay in payment for Shares.

If any tendered Shares are not accepted for payment for any reason pursuant to the terms and conditions of the Offer, or if Share Certificates are submitted evidencing more Shares than are tendered, Share Certificates evidencing unpurchased Shares will be returned, without expense to the tendering stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary’s account at the Book-Entry Transfer Facility pursuant to the procedure set forth in “The Tender Offer — Section 3 — Procedures for Accepting the Offer and Tendering Shares,” such Shares will be credited to an account maintained at the Book-Entry Transfer Facility), promptly following the expiration or termination of the Offer.


3.	Procedures for Accepting the Offer and Tendering Shares.

Valid Tenders. In order for a stockholder to validly tender Shares pursuant to the Offer, either (i) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal) and any other documents required by the Letter of Transmittal must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase and either (A) the Share Certificates evidencing tendered Shares must be received by the Depositary at such address, or (B) such Shares must be tendered pursuant to the procedure for book-entry transfer described below and a Book-Entry Confirmation must be received by the Depositary, in each case prior to the Expiration Date (except with respect to any Subsequent Offering Period, if one is provided), or (ii) the tendering stockholder must comply with the guaranteed delivery procedure described below under “Guaranteed Delivery.”

Book-Entry Transfer. The Depositary will establish an account with respect to the Shares at the Book-Entry Transfer Facility for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make a book-entry delivery of Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary’s account at the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility’s procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at the Book-Entry Transfer Facility, either the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date (except with respect to any Subsequent Offering Period, if one is provided), or the tendering stockholder must comply with the guaranteed delivery procedure described below. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary.

For Shares to be validly tendered during any Subsequent Offering Period, the tendering stockholder must comply with the foregoing procedures, except that required documents and certificates must be received during such Subsequent Offering Period.

Signature Guarantees. No signature guarantee is required on the Letter of Transmittal (i) if the Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section 3, includes any participant in the Book-Entry Transfer Facility’s systems whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless such holder has completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on the Letter of Transmittal, or (ii) if the Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agents Medallion Program or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 of the Exchange Act (each, an “Eligible Institution”). In all other cases, all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a Share Certificate is registered in the name of a person or persons other than the signer of the Letter of Transmittal, or if payment is to be made or delivered to, or a Share Certificate not accepted for payment or not tendered is to be issued in, the name(s) of a person other than the registered holder(s), then the Share Certificate must be endorsed or accompanied by appropriate duly executed

stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear on the Share Certificate, with the signature(s) on such Share Certificate or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittal. See Instructions 1 and 5 of the Letter of Transmittal.

Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to the Offer and the Share Certificates evidencing such stockholder’s Shares are not immediately available or such stockholder cannot deliver the Share Certificates and all other required documents to the Depositary prior to the Expiration Date, or such stockholder cannot complete the procedure for delivery by book-entry transfer on a timely basis, such Shares may nevertheless be tendered, provided that all of the following conditions are satisfied:


	•	such tender is made by or through an Eligible Institution;

	•	a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by CGI-Fairfax, is received prior to the Expiration Date by the Depositary as provided below; and

	•	the Share Certificates (or a Book-Entry Confirmation) evidencing all tendered Shares, in proper form for transfer, in each case together with the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message), and any other documents required by the Letter of Transmittal are received by the Depositary within three trading days (calculated by reference to the New York Stock Exchange (“NYSE”)) after the Expiration Date.

The Notice of Guaranteed Delivery may be delivered by hand, transmitted by manually signed facsimile transmission or mailed to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the form of Notice of Guaranteed Delivery made available by CGI-Fairfax.

Notwithstanding any other provision of this Offer, payment for Shares accepted pursuant to the Offer will in all cases only be made after timely receipt by the Depositary of (i) certificates evidencing such Shares or a Book-Entry Confirmation of a book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility pursuant to the procedures set forth in this Section 3, (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal, and (iii) any other documents required by the Letter of Transmittal.

The method of delivery of Share Certificates, the Letter of Transmittal and all other required documents, including delivery through the Book-Entry Transfer Facility, is at the option and risk of the tendering stockholder, and the delivery will be deemed made only when actually received by the Depositary (including, in the case of a book-entry transfer, receipt of a Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

The tender of Shares pursuant to any one of the procedures described above will constitute the tendering stockholder’s acceptance of the Offer, as well as the tendering stockholder’s representation and warranty that such stockholder has the full power and authority to tender and assign the Shares tendered, as specified in the Letter of Transmittal. CGI-Fairfax’s acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering stockholder and CGI-Fairfax upon the terms and subject to the conditions of the Offer.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by CGI-Fairfax, in its sole discretion, which determination shall be final and binding on all parties. CGI-Fairfax reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance for payment of which may, in the opinion of CGI-Fairfax, be unlawful. CGI-Fairfax also reserves the absolute right to waive any defect or irregularity in the tender of any Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived to the satisfaction of CGI-Fairfax. None of CGI-Fairfax, the Depositary, the Dealer Manager, the Information Agent or any other person will be under any duty to give notification of any defects

or irregularities in tenders or incur any liability for failure to give any such notification. CGI-Fairfax’s interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding.

Appointment. By executing the Letter of Transmittal, the tendering stockholder will irrevocably appoint designees of CGI-Fairfax as such stockholder’s agents, attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares tendered by such stockholder and accepted for payment by CGI-Fairfax and with respect to any and all other Shares or other securities or rights issued or issuable in respect of such Shares. All such powers of attorney and proxies will be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, CGI-Fairfax accepts for payment Shares tendered by such stockholder as provided herein. Upon such appointment, all prior powers of attorney, proxies and consents given by such stockholder with respect to such Shares or other securities or rights will, without further action, be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given by such stockholder (and, if given, will not be deemed effective). The designees of CGI-Fairfax will thereby be empowered to exercise all voting and other rights with respect to such Shares and other securities or rights, including, without limitation, in respect of any annual, special or adjourned meeting of Stanley’s stockholders, actions by written consent in lieu of any such meeting or otherwise, as they in their sole discretion deem proper. CGI-Fairfax reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon CGI-Fairfax’s acceptance for payment of such Shares, CGI-Fairfax must be able to exercise full voting, consent and other rights with respect to such Shares and other related securities or rights, including voting at any meeting of stockholders.


4.	Withdrawal Rights.

Except as otherwise described in this Section 4, tenders of Shares made pursuant to the Offer are irrevocable. Shares that are tendered pursuant to the Offer may be withdrawn pursuant to the procedures described below at any time prior to the Expiration Date. Shares that are tendered may also be withdrawn at any time after July 18, 2010, 60 days after commencement of the Offer, unless accepted for payment on or before that date as provided in this Offer to Purchase.

For a withdrawal to be effective, a written or facsimile transmission (with original delivered via overnight courier) notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of such Shares, if different from that of the person who tendered such Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the serial numbers shown on such Share Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in “The Tender Offer — Section 3 — Procedures for Accepting the Offer and Tendering Shares,” any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares.

Withdrawals of Shares may not be rescinded. Any Shares validly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered by again following one of the procedures described in “The Tender Offer — Section 3 — Procedures for Accepting the Offer and Tendering Shares” at any time prior to the Expiration Date or during a Subsequent Offering Period, if any.

No withdrawal rights will apply to Shares tendered into a Subsequent Offering Period and no withdrawal rights apply during a Subsequent Offering Period with respect to Shares tendered in the Offer and accepted for payment. See “The Tender Offer — Section 1 — Terms of the Offer.”

All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by CGI-Fairfax, in its sole discretion, which determination will be final and binding. None of CGI-Fairfax, the Depositary, the Dealer Manager, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.


5.	Material United States Federal Income Tax Consequences.

The following is a general summary of the material U.S. Federal income tax consequences of the Offer and the Merger to Stanley’s stockholders whose Shares are tendered and accepted for payment pursuant to the Offer or whose Shares are converted into the right to receive cash in the Merger. This summary does not purport to address all U.S. Federal income tax matters that may be relevant to a particular stockholder, nor is it a complete analysis of all potential U.S. Federal income tax consequences. This summary does not address any tax consequences arising under any state, local or foreign tax laws or U.S. Federal estate or gift tax laws. This summary is based on current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), existing, proposed and temporary regulations thereunder and administrative and judicial interpretations thereof, all of which are subject to change, and any such change could possibly apply retroactively and could affect the tax consequences described below. No ruling has been or will be sought from the Internal Revenue Service (the “IRS”) with respect to the matters discussed below, and there can be no assurance that the IRS will not take a contrary position regarding the tax consequences of the Offer and the Merger or that any such contrary position would not be sustained by a court.

This summary does not address tax considerations applicable to stockholders that may be subject to special tax rules, including, without limitation, the following: (i) financial institutions, (ii) insurance companies, (iii) dealers or traders in securities or currencies or notional principal contracts, (iv) tax-exempt entities, (v) persons that hold Shares as part of a “hedging” or “conversion” transaction or as a position in a “straddle” or as part of a “synthetic security” or other integrated transaction, (vi) persons that are subject to the alternative minimum tax, (vii) regulated investment companies, (viii) real estate investment trusts, (ix) partnerships or other pass-through entities, (x) persons that have a “functional currency” other than the U.S. dollar, (xi) tax-qualified retirement plans or other tax deferred accounts, and (xii) expatriates. This summary does not apply to Shares received pursuant to the exercise of employee stock options or otherwise as compensation. This summary applies only to Stanley stockholders in whose hands Shares are capital assets within the meaning of Section 1221 of the Code.

For purposes of the Offer and the Merger, a “U.S. Holder” means a beneficial owner of securities that is, for U.S. Federal income tax purposes: (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity taxable as a corporation for U.S. Federal income tax purposes) created or organized under the laws of the United States or any political subdivision thereof, (iii) an estate, the income of which is subject to U.S. Federal income taxation regardless of its source, or (iv) a trust if (A) a court within the United States is able to exercise primary supervision over its administration, and (B) one or more U.S. persons has the authority to control all of the substantial decisions of the trust. For purposes of the Offer and the Merger, a “Non-U.S. Holder” is generally a person or entity that is not a U.S. Holder.

If a partnership (or other entity taxable as a partnership for U.S. Federal income tax purposes) holds Shares, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. Partners of partnerships holding Shares should consult their tax advisors.

THE DESCRIPTIONS OF U.S. FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW ARE FOR GENERAL INFORMATION ONLY. BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH STOCKHOLDER SHOULD CONSULT ITS, HIS OR HER OWN TAX ADVISOR TO DETERMINE THE APPLICABILITY OF THE RULES DISCUSSED BELOW AND THE PARTICULAR TAX EFFECTS OF THE OFFER AND THE MERGER ON A BENEFICIAL HOLDER OF SHARES, INCLUDING THE APPLICATION AND EFFECT OF THE ALTERNATIVE MINIMUM TAX AND ANY STATE, LOCAL AND FOREIGN TAX LAWS AND OF CHANGES IN SUCH LAWS.

Consequences of the Offer and the Merger to U.S. Holders. The exchange of Shares for cash pursuant to the Offer or the Merger will be a taxable transaction for U.S. Federal income tax purposes. In general, a U.S. Holder who sells Shares for cash pursuant to the Offer or receives cash in exchange for Shares pursuant to the Merger will recognize a capital gain or loss for U.S. Federal income tax purposes in an amount equal to the difference, if any, between the U.S. dollar amount received and such U.S. Holder’s adjusted tax basis in the Shares. Gain or loss will generally be determined separately for each block of Shares (that is, Shares acquired at the same cost in a single transaction) tendered pursuant to the Offer or exchanged for cash pursuant to the Merger. Any such gain or loss will be long-term capital gain or loss provided that a U.S. Holder’s holding period for such Shares exceeds one year at the time of disposition pursuant to the Offer or the Merger, as the case may be. If the U.S. Holder is a non-corporate stockholder, any long-term capital gain generally will be subject to U.S. Federal income tax at a maximum rate of 15% (assuming that your Shares are exchanged for cash on or before December 31, 2010). In the case of a Share that has been held for one year or less, such capital gains generally will be subject to tax at ordinary income tax rates. Certain limitations apply to the use of a U.S. Holder’s capital losses.

Consequences of the Offer and Merger to Non-U.S. Holders. A Non-U.S. Holder generally will not be subject to U.S. Federal income tax on gain realized on the disposition of Shares pursuant to the Offer or the Merger provided that (i) the gain is not effectively connected with the conduct of a trade or business by the Non-U.S. Holder in the United States, and (ii) in the case of a Non-U.S. Holder that is an individual, such Non-U.S. Holder is not present in the United States for 183 days or more in the taxable year of the disposition.

Backup Withholding. Under the “backup withholding” provisions of U.S. Federal income tax law, all payments to which any stockholder would be entitled pursuant to the Offer or the Merger will be subject to backup withholding at a rate of 28%, unless the stockholder is (i) a corporation, a Non-U.S. Holder or another exempt recipient, or (ii) provides a taxpayer identification number (“TIN”) and certifies that no loss of exemption from backup withholding has occurred. Each U.S. Holder should complete and sign the Substitute Form W-9 that is included with the Letter of Transmittal, to be returned to the Depositary, in order to provide the information and certification necessary to avoid backup withholding. Each Non-U.S. Holder must generally submit an IRS Form W-8BEN (or other applicable IRS Form W-8) attesting to such Non-U.S. Holder’s exempt foreign status in order to qualify as an exempt recipient.

A stockholder’s failure to provide a correct TIN, if required, may subject the stockholder to penalties imposed by the IRS. Any amount paid as backup withholding does not constitute an additional tax and generally will be creditable against a stockholder’s U.S. Federal income tax liability, provided the required information is given to the IRS. If backup withholding results in an overpayment of tax for any stockholder, such stockholder may obtain a refund by filing a U.S. Federal income tax return. Each stockholder should consult its, his or her own tax advisors as to such stockholder’s qualification for exemption from backup withholding and the procedure for obtaining the exemption.


6.	Price Range of Shares; Dividends.

The Shares trade on NYSE under the symbol “SXE.” The following table sets forth the high and low closing prices per Share for the periods indicated. Share prices are as reported on NYSE based on published financial sources.


Quarter Ended	High		Low

June 25, 2010 (through May 19, 2010)	$	36.79	$	28.66
March 31, 2010	$	29.05	$	22.23
December 25, 2009	$	29.29	$	25.22
September 25, 2009	$	32.88	$	25.55
June 26, 2009	$	32.35	$	24.20


Quarter Ended	High		Low

March 31, 2009	$	36.22	$	23.92
December 26, 2008	$	37.12	$	27.20
September 26, 2008	$	37.74	$	31.23
June 27, 2008	$	35.01	$	24.22

On May 6, 2010, the last full day of trading before the public announcement of the terms of the Offer and the Merger, the closing sale price of Stanley’s common stock reported on NYSE was $29.00 per Share.

On May 19, 2010, the last full trading day before the commencement of the Offer, the closing sale price of Stanley’s common stock reported on NYSE was $36.56 per Share. Stockholders are urged to obtain a current market quotation for the Shares.

Stanley has never declared nor paid any cash dividends on the Shares.


7.	Certain Information Concerning Stanley.

General. Stanley is a Delaware corporation with its principal executive offices located at 3101 Wilson Boulevard, Suite 700, Arlington, Virginia 22201. Stanley’s telephone number is (703) 684-1125. The following description of Stanley and its business is qualified in its entirety by reference to Stanley’s Annual Report on Form 10-K for the fiscal year ended March 31, 2010. Stanley is a provider of information technology services and solutions to U.S. defense, intelligence and Federal civilian government agencies. Stanley offers its customers solutions to support any stage of program, product development or business lifecycle through five service areas: systems engineering, enterprise integration, operational logistics, business process outsourcing and advanced engineering and technology. Stanley derives substantially all of its revenue from U.S. Federal government agencies.

Available Information. The Shares are registered under the Exchange Act. Accordingly, Stanley is subject to the information reporting requirements of the Exchange Act and, in accordance therewith, is required to file periodic reports, proxy statements and other information with the SEC relating to its business, financial condition and other matters. Such reports, proxy statements and other information can be inspected and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549-0213. Information regarding the public reference facilities may be obtained from the SEC by telephoning 1-800-SEC-0330. Stanley’s filings are also available to the public on the SEC’s internet site (http://www.sec.gov). Copies of such materials may also be obtained by mail from the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549-0213 at prescribed rates.

Except as otherwise provided in this Offer to Purchase, the information concerning Stanley contained herein has been taken from or is based upon Stanley reports and other Stanley documents filed with the SEC or otherwise publicly available. CGI-US, CGI and CGI-Fairfax have relied on the accuracy of such information furnished by Stanley and/or included in the publicly available information on Stanley and have not made any independent attempt to verify the accuracy of such information.


8.	Certain Information Concerning CGI, CGI-US and CGI-Fairfax.

General. CGI is a corporation organized under the laws of the Province of Québec with its principal executive offices located at 1130 Sherbrooke Street West, 7th Floor, Montreal, Québec, Canada H3A 2M8. The telephone number of CGI at such offices is (514) 841-3200.

Founded in 1976 and headquartered in Montreal, Québec, Canada, CGI is one of the largest independent providers of end-to-end information technology services (commonly referred to as IT services) and business process services to clients worldwide, utilizing a highly customized, cost efficient delivery model. CGI and its affiliated companies have approximately 26,000 professionals in 16 countries. CGI’s delivery model provides for work to be carried out onsite at client premises, or through one of its centers of excellence located in North America,

Europe and India. CGI also has a number of leading business solutions that support long-term client relationships. More specifically, CGI’s services are generally broken down as follows:


	•	Consulting: CGI provides a full range of IT and management consulting services, including business transformation, IT strategic planning, business process engineering and systems architecture.

	•	Systems integration: CGI integrates and customizes leading technologies and software applications to create IT systems that respond to clients’ strategic needs.

	•	Management of IT and business functions (outsourcing): Clients delegate entire or partial responsibility for their IT or business functions to CGI to achieve significant savings and access the best-suited technology, while retaining control over strategic IT and business functions. Services provided as part of an outsourcing contract may include development and integration of new projects and applications; applications maintenance and support; technology infrastructure management (enterprise and end-user computing and network services); transaction and business processing, as well as other services such as payroll and document management services. Outsourcing contracts typically have terms from five to ten years and may be renewable.

CGI targets clients in certain vertical markets where it has developed specialized knowledge and understanding of the trends, unique demands or regulatory changes that are specific to operating in that industry, including government and healthcare, financial services, telecommunications and utilities, retail and distribution, and manufacturing.

As of the date of this Offer to Purchase, CGI does not own any Shares.

CGI-US is a Delaware corporation with its principal executive offices located at 12601 Fair Lakes Circle, Fairfax, Virginia 22033. The telephone number of CGI-US is (703) 227-6000. CGI-US is a global business and information technology consulting firm. Its mission is to partner with customers to improve their business performance through the intelligent use of information technology.

CGI-Fairfax is a Delaware corporation with its principal offices located at 12601 Fair Lakes Circle, Fairfax, Virginia 22033. The telephone number of CGI-Fairfax is (703) 227-6000. CGI-Fairfax is a wholly owned subsidiary of CGI-US. CGI-Fairfax was formed for the purpose of making a tender offer for all of the Shares of Stanley and has not engaged, and does not expect to engage, in any business other than in connection with the Offer and the Merger.

Schedule I hereto sets forth specified information regarding each of the directors and executive officers of CGI-Fairfax, CGI-US and CGI, including such person’s name, citizenship, business address, current principal occupation or employment and five-year employment history.

Except as described in this Offer to Purchase, Schedule I to this Offer to Purchase and the Stockholders Agreement, (i) neither CGI-US, CGI-Fairfax nor CGI, nor any of the persons listed on Schedule I or any associate or other majority-owned subsidiary of CGI-US or CGI-Fairfax or of any of the persons listed on Schedule I, beneficially owns or has a right to acquire any Shares or any other equity securities of Stanley, and (ii) neither CGI-US, CGI-Fairfax or CGI, nor any of the persons or entities referred to in clause (i) above has effected any transaction in the Shares or any other equity securities of Stanley during the past 60 days.

Except as set forth in this Offer to Purchase and the Stockholders Agreement, none of CGI-US, CGI-Fairfax or CGI, nor any of the persons listed on Schedule I to this Offer to Purchase, has had any business relationship or transaction with Stanley or any of its executive officers, directors or affiliates that is required to be reported under the rules and regulations of the SEC applicable to the Offer.

Except as set forth in this Offer to Purchase and the Stockholders Agreement, during the past two years there have been no negotiations, transactions or material contacts between CGI, CGI-US or any of their subsidiaries (including CGI-Fairfax) or, to the knowledge of CGI, any of the persons listed on Schedule I to this Offer to Purchase, on the one hand, and Stanley or its affiliates, on the other hand, concerning a merger, consolidation or acquisition, tender offer or other acquisition of securities, an election of directors or a sale or other transfer of a material amount of assets. None of CGI-US, CGI-Fairfax, CGI or the persons listed on Schedule I has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

None of CGI-US, CGI-Fairfax, CGI or the persons listed on Schedule I has, during the past five years, been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, U.S. Federal or state securities laws, or a finding of any violation of U.S. Federal or state securities laws.

Available Information. Pursuant to Rule 14d-3 under the Exchange Act, CGI-US, CGI-Fairfax and CGI have filed with the SEC a Tender Offer Statement on Schedule TO (the “Schedule TO”), of which this Offer to Purchase forms a part, and exhibits to the Schedule TO. Additionally, CGI is subject to the information reporting requirements of the Exchange Act and, in accordance therewith, is required to file annual reports, with the SEC relating to its business, financial condition and other matters and is required to furnish to the SEC reports on Form 6-K which include information it publicly discloses under Canadian law, files with the NYSE or distributes to its stockholders. The Schedule TO and the exhibits thereto, and such reports and other information filed by CGI-US, CGI-Fairfax and CGI with the SEC, can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549-0213. Copies of such information should be obtainable by mail, upon payment of the SEC’s customary charges, by writing to the SEC’s principal office at 100 F. Street, N.E., Washington D.C. 20549. Information regarding the public reference facilities may be obtained from the SEC by telephoning 1-800-SEC-0330. The SEC also maintains a website at www.sec.gov that contains the Schedule TO and the exhibits thereto and other information that CGI-US, CGI-Fairfax and CGI have filed with the SEC via the EDGAR system.


9.	Source and Amount of Funds.

The Offer is not conditioned upon CGI’s or CGI-Fairfax’s ability to finance the purchase of Shares pursuant to the Offer. CGI and CGI-Fairfax estimate that the total amount of funds required to purchase all of the Shares pursuant to the Offer and the Merger, and make payments to holders of outstanding options and shares of restricted stock as required by the Merger Agreement, is approximately $1.07 billion, including related transaction fees and expenses. CGI will have sufficient funds to consummate the purchase of Shares in the Offer and the Merger and the other transactions described above, and will cause CGI-Fairfax to have sufficient funds available to consummate such transactions. CGI expects to obtain the necessary funds from existing cash balances and CGI’s existing credit facility.

CGI has a five-year senior unsecured revolving credit facility (the “Credit Facility”) available for an amount of Cdn$1.5 billion (or the equivalent thereof in US $) that expires in August 2012. The Credit Facility also includes an accordion feature of Cdn$250 million (or the equivalent thereof in US $), which, if additional lender commitment were obtained, would bring the Credit Facility’s potential borrowing capacity to Cdn$1.75 billion (or the equivalent thereof in US $); however, the lenders are not obligated to fund any of the requested increase in commitments pursuant to the accordion feature. The Credit Facility is syndicated through 20 international financial institutions, and is being led by National Bank of Canada, JPMorgan Chase Bank, N.A. and Caisse centrale Desjardins. The other participants include Canadian Imperial Bank of Commerce, The Toronto-Dominion Bank, Bank of America, N.A., Bank of America, N.A. (Canada Branch), Caisse centrale Desjardins (US Branch), Caisse de dépôt et placement du Québec, JPMorgan Chase Bank, N.A. (Toronto Branch), KeyBank National Association, National Bank of Canada (New York Branch), Bank of Montreal, Bank of Montreal (Chicago Branch), Royal Bank of Canada, The Royal Bank of Scotland N.V. (as successor in interest to ABN AMRO Bank N.V. and ABN AMRO Bank N.V. (Canada Branch)), Wachovia Bank, National Association, United Overseas Bank Limited (New York Agency), United Overseas Bank Limited (Vancouver Branch), CIBC Inc., Citibank N.A., Citibank N.A. (Canadian Branch), Bank of Tokyo-Mitsubishi UFJ (Canada), Toronto Dominion (Texas) LLC, Société Générale, Société Générale (Canada Branch), Sumitomo Mitsui Banking Corporation of Canada, Comerica Bank, Comerica Bank (Canada Branch), BNP Paribas (Canada), BNP Paribas (New York Office), and Deutsche Bank AG.

The applicable interest rate charged under the Credit Facility is based on CGI’s leverage ratio and the form of borrowing chosen by CGI. The Credit Facility bears interest, at the option of CGI, at the Canadian prime rate, or the Canadian or U.S. base rate (as applicable) or LIBOR, plus a certain margin varying on the basis of CGI’s leverage ratio. The Credit Facility is also available in the form of banker’s acceptance (for Canadian dollar advances) and in the form of letters of credit (the face amount of such letters of credit not to exceed at any time in the aggregate

Cdn$200,000,000). As of May 17, 2010, an amount of Cdn$241,723,125 has been drawn upon this facility (including by way of issuance of letters of credit). In addition to the Credit Facility, CGI has available demand lines of credit in the amount of Cdn$25,000,000. At May 17, 2010, no amount had been drawn upon these facilities.

The disbursement of any advance under the Credit Facility is conditional upon the satisfaction of customary conditions precedent, including, among others, that the representations and warranties made under the documents governing the Credit Facility are true and correct at the time of any such advance is made and that no default shall have occurred and be continuing at such time thereunder.

The above description of the Credit Facility is qualified in its entirety by reference to the documents governing the Credit Facility, copies of which are filed as an exhibit to the Schedule TO.

We do not believe that the financial condition of CGI-Fairfax or CGI is material to a decision by a holder of Shares whether to sell, hold or tender Shares in the Offer because the only consideration to be paid in the Offer and the Merger is cash, the Offer is to purchase all issued and outstanding Shares and there is no financing condition to the completion of the Offer.


10.	Background of the Offer; Past Contacts or Negotiations with Stanley.

CGI continually reviews its position in the information technology and business process services industry to examine potential strategic business acquisitions consistent with its corporate strategies. Both its operating and corporate management teams spend time identifying potential business acquisitions of interest to CGI and regularly engage in discussions with companies that appear to be appropriate candidates for business combinations. Stanley was identified by CGI’s personnel as a part of this ongoing process.

Although CGI and Stanley, as common in the industry, have had frequent contacts for years relating to contracting relationships, there had never been discussions concerning a business combination until February 2010. On February 9, 2010, Mr. Serge Godin, Executive Chairman of the Board of CGI, contacted Philip O. Nolan, Chairman, President and Chief Executive Officer of Stanley, to request a meeting and for the first time expressed CGI’s interest in pursuing discussions with Stanley regarding a potential business combination. On February 16, 2010, Mr. Nolan agreed to meet with Mr. Godin.

On February 16, 2010, Mr. Godin, accompanied by Michael E. Roach, President and Chief Executive Officer of CGI, and George Schindler, President of CGI-US, met with Mr. Nolan to discuss a potential business combination. During this meeting, Messrs. Godin, Roach and Schindler confirmed that CGI was seeking to make a friendly bid and that CGI was willing to pay a fair premium for Stanley. At the meeting, Mr. Nolan agreed that if CGI presented an indication of value for Stanley that was sufficiently compelling, Stanley would agree to a follow-up meeting with additional members of the executive management teams of CGI and Stanley.

On February 23, 2010, Mr. Nolan was contacted by Mr. Godin to discuss further a potential strategic transaction between Stanley and CGI. During this discussion, Mr. Godin provided a verbal indication of value for Stanley of $33.50 per Share, representing a premium of approximately 39% over the then trading price of Shares. Mr. Nolan and Mr. Godin agreed that a non-disclosure agreement should be executed to allow Stanley to share with CGI confidential information about Stanley’s business and that a follow-up meeting should be scheduled with members of the executive management teams of Stanley and CGI.

Also on February 23, 2010, Stanley and CGI executed the Non-Disclosure Agreement, pursuant to which Stanley would furnish CGI, on a confidential basis, certain information concerning Stanley for the purpose of CGI’s evaluation of a possible transaction between Stanley and CGI. The Non-Disclosure Agreement also contained a standstill covenant pursuant to which CGI and Stanley agreed, subject to certain conditions, not to attempt to acquire or otherwise seek control of the other party, on an unsolicited basis, prior to February 23, 2011.

On February 24, 2010, CGI engaged Fasken Martineau DuMoulin LLP (“Fasken”), and Holland & Knight LLP (“H&K”) as outside legal counsel to represent CGI in connection with a potential acquisition of Stanley.

On March 3, 2010, Messrs. Godin, Roach, Schindler, Andre Imbeau, Executive Vice-Chairman of the Board and Corporate Secretary of CGI, R. David Anderson, Chief Financial Officer of CGI, and Ms. Donna S. Morea, President, U.S., Europe and Asia, of CGI, met with Messrs. Nolan, Scott Chaplin, Senior Vice President, General Counsel and Secretary of Stanley, Brian J. Clark, Executive Vice President, Chief Financial Officer and Treasurer of Stanley, George H. Wilson, Executive Vice President of Stanley, Gregory M. Denkler, Executive Vice President of Shared Services of Stanley, James H. Brabston, Senior Vice President of Mission Systems Group of Stanley, E. Patrick Flannery, Senior Vice President of Business Operations Group of Stanley, and Eric A. Wolking, Senior Vice President of Technical Programs Group of Stanley. At the meeting each executive management team made a presentation regarding its business.

On March 5, 2010, Mr. Godin, in the process of the continuing negotiations, verbally communicated to Mr. Nolan that CGI, would be willing to increase its per share valuation of Stanley to $36.75 and was prepared to begin to conduct detailed due diligence, subject to Stanley granting CGI a period of exclusivity during which CGI would conduct its due diligence and the parties would negotiate definitive agreements. Mr. Godin also indicated that CGI expected a stockholder voting agreement involving certain of Stanley’s largest inside stockholders to be executed as a condition to any transaction, as well as a customary termination fee. Mr. Godin indicated that CGI was not willing to proceed unless Stanley agreed to those conditions.

During March 2010, CGI reviewed publicly available information about Stanley and held several internal meetings of its executive management team concerning a potential business combination with Stanley. Negotiations continued on price with CGI seeking to make a bid acceptable to Stanley and Stanley attempting to drive the proposed price higher.

On March 10, 2010, representatives of Sagent Advisors, Inc. (“Sagent”), Stanley’s financial advisor, communicated to CGI that the Stanley Board would be willing to consider entering into a period of exclusivity with CGI at an indicative value of $38.25 per share.

On March 13, 2010, a telephone conversation took place between Mr. Nolan and Mr. Godin, during which Mr. Godin verbally communicated to Mr. Nolan that CGI was increasing its per share valuation of Stanley to $37.00, but again reiterated that CGI would require a period of exclusivity for detailed due diligence and the negotiation of definitive agreements, as well as a stockholder voting agreement involving certain of Stanley’s largest inside stockholders and a customary termination fee. Mr. Godin and Mr. Nolan also discussed CGI’s internal estimate of potential cost savings that could be achieved in a business combination transaction. The parties agreed that it would be productive to further explore CGI’s contemplated cost savings.

During the week of March 15, 2010, representatives of Sagent and Mr. Clark held discussions with management employees of CGI with the objective of identifying and agreeing to achievable cost savings, including a review of Stanley’s indirect cost structure.

On March 31, 2010, Mr. Godin contacted Sagent to verbally inform Stanley that CGI had increased its per share valuation to $37.50. Based upon CGI’s review of the information that was provided by Stanley to CGI, as well as CGI’s internal cost savings analysis, Mr. Godin indicated that CGI would not increase its per share valuation any higher than $37.50. During this conversation, Mr. Godin again reconfirmed that the grant of a period of exclusivity to conduct due diligence and to negotiate definite agreements was a precondition to moving forward. He also reiterated that CGI would expect a stockholder voting agreement involving certain of Stanley’s largest inside stockholders and a customary termination fee.

On April 6, 2010, Stanley held a special meeting of the Stanley Board by telephone conference. At the conclusion of the special meeting, the Stanley Board agreed to direct the management of Stanley to grant exclusivity to CGI until May 6, 2010, at an indicative offer price of $37.50 per share, provided that an acceptable termination fee was agreed upon with CGI in advance and provided that the terms of any stockholder agreement would be customary, including with respect to the termination thereof.

During the week of April 6, 2010, the management teams and legal advisors of Stanley and CGI discussed and negotiated the size of a termination fee that would be acceptable to the Stanley Board. At the conclusion of this negotiation, the parties agreed that the termination fee would be $28 million.

On April 8, 2010, CGI held a meeting of its board of directors at which management made a detailed presentation regarding the proposed transactions. CGI engaged Deutsche Bank and TD Securities Inc. to act as its financial advisors in connection with the potential acquisition of Stanley.

On April 9, 2010, CGI submitted a non-binding proposal to acquire Stanley for $37.50 per Share which, among other things, reflected the parties’ agreed upon $28 million termination fee.

On April 9, 2010, Stanley and CGI executed an agreement which provided CGI with a period of exclusivity through the close of business on May 6, 2010 (the “Exclusivity Agreement”).

On April 9, 2010, following the execution of the Exclusivity Agreement, Stanley granted CGI access to an online data room, which contained detailed financial, operating and other information about Stanley.

During the weeks of April 12 through May 3, 2010, CGI dispatched a large team and conducted a comprehensive review of Stanley’s business and operations through the examination of confidential documents within the online data room, as well as multiple in-person due diligence sessions with various members of Stanley’s management.

On April 13, 2010, representatives of Cravath, Swaine & Moore LLP (“Cravath”) delivered a draft of the Merger Agreement to H&K, and on April 18, 2010 representatives of Cravath delivered a draft of the Stockholders Agreement to CGI. On April 20, 2010, representatives of H&K and Fasken delivered, on behalf of CGI, comments to the Merger Agreement to representatives of Cravath. From April 20, 2010 through May 6, 2010, representatives of CGI and Stanley and their respective legal and financial advisors negotiated the terms of the Merger Agreement and the Stockholders Agreement. During that period, numerous drafts of the Merger Agreement and the Stockholders Agreement and related documentation were negotiated and exchanged between the parties.

In addition, from April 20, 2010 through April 27, 2010, the management teams and legal advisors (including outside regulatory counsel) of Stanley and CGI had numerous discussions and negotiations concerning certain provisions of the Merger Agreement related to regulatory matters. On the evening of April 26, the management teams and legal advisors (including outside regulatory counsel) of Stanley and CGI met to discuss these provisions and agreed that CGI would commit to make certain changes, required or imposed by DSS, to CGI Federal’s Special Security Agreement and to accept all restrictions or conditions imposed or required by DSS on the operations of Stanley or CGI’s control of Stanley, but in all cases, CGI would be permitted to sell or otherwise dispose of a particular government contract rather than accept such restrictions or conditions. Additionally, CGI would not be required to accept any restrictions or conditions (with certain exceptions) with respect to government contracts that collectively represent annual Stanley revenues of in excess of $150.0 million.

On April 27, 2010, CGI held a meeting of its board of directors at which the board reviewed a detailed presentation concerning Stanley, its business and the status of the negotiations of the terms of the Merger Agreement and the Stockholders Agreement.

On April 30, 2010, at the Stanley Board’s direction, representatives of Sagent and Stanley’s management requested that CGI increase its offer price to $38.50 as a result of Stanley’s financial performance for the fiscal year ended March 31, 2010.

On May 2, 2010, representatives of Stanley and Sagent conducted a conference call with Mr. Godin, Mr. Roach and Claude Seguin, CGI’s Senior Vice-President, Corporate Development and Strategic Investments, to discuss certain terms of the Merger Agreement as well as Stanley’s requested increase of CGI’s proposed offer price. During this conference call, CGI reaffirmed its proposed offer price of $37.50 per Share and indicated that CGI would not increase its offer price.

On May 6, 2010, the Merger Agreement and the proposed transactions were unanimously approved by the board of directors of Stanley, and the board of directors of CGI and CGI-US unanimously approved the Merger Agreement and the proposed transactions.

Following the approval of the transaction by the Stanley Board on May 6, 2010, the Merger Agreement and other transaction-related documents were signed and, on the morning of May 7, 2010, CGI and Stanley issued a joint press release announcing the execution of the Merger Agreement.


11.	The Merger Agreement.

The following is a summary of the material provisions of the Merger Agreement. The following description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached as an exhibit to the Schedule TO and is incorporated herein by reference. For a complete understanding of the Merger Agreement, you are encouraged to read the full text of the Merger Agreement.

The Offer. The Merger Agreement provides for the commencement of the Offer as promptly as practicable, but in no event later than ten business days after the date of the Merger Agreement. The obligations of CGI-Fairfax to (and the obligations of CGI and CGI-US to cause CGI-Fairfax to) accept for payment, and pay for, Shares tendered pursuant to the Offer are subject to the conditions that are described in “The Tender Offer — Section 15 — Certain Conditions of the Offer.” CGI-Fairfax expressly reserves the right to, in its sole discretion, waive, in whole or in part, any condition to the Offer or modify the terms of the Offer, except that, without Stanley’s consent, CGI-Fairfax will not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) waive or amend the Minimum Tender Condition, (iv) add to the conditions to the Offer or modify any such condition in any manner adverse to the holders of Shares, (v) except as summarized below, extend the Offer, (vi) change the form of consideration payable in the Offer, or (vii) otherwise amend the terms of the Offer in any manner adverse to the holders of Shares.

Notwithstanding the foregoing, as long as neither Stanley nor CGI terminates the Merger Agreement in accordance with its terms, CGI-Fairfax must extend the Offer on one or more occasions for any period not to exceed five business days (or such longer period as CGI-Fairfax and Stanley agree) for any one extension (though CGI is not obligated to extend the Offer beyond November 6, 2010), if at such Expiration Date any of the conditions of the Offer is not satisfied. In addition, CGI-Fairfax may, in its sole discretion, without Stanley’s consent, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff that is applicable to the Offer. Finally, CGI-Fairfax may and, if requested by Stanley, CGI-Fairfax must, make available one or more “subsequent offering periods”, in accordance with Rule 14d-11 of the Exchange Act, of not less than ten business days.

In any event, the Offer may not be terminated prior to its Expiration Date (as such Expiration Date may be extended and re-extended in accordance with the Merger Agreement), unless the Merger Agreement is validly terminated in accordance with the termination provisions thereof. The termination rights of CGI and Stanley are as set forth in the Merger Agreement and described below and remain unaffected by the foregoing provisions in the Merger Agreement.

Top-Up Option. Stanley granted CGI-Fairfax an irrevocable option (i.e., the Top-Up Option), exercisable only on the terms and conditions set forth in the Merger Agreement, to purchase, at a price per Share equal to the Offer Price paid in the Offer, newly issued Shares in an amount equal to (and not less than) the lowest number of Shares that, when added to the number of Shares directly or indirectly owned by CGI, CGI-US and CGI-Fairfax at the time of exercise of the Top-Up Option, constitute one Share more than 90% of the Shares outstanding immediately after the issuance of the Top-Up Option Shares, provided that this option will not be exercisable for a number of Shares in excess of the Shares authorized and unissued (and not reserved for issuance) at the time of exercise of the Top-Up Option. The Top-Up Option is exercisable only once, after the expiration of the Offer and any subsequent offering period (but before the fifth business day after the applicable expiration date of the Offer or any subsequent offering period), and at such time as CGI, CGI-US and CGI-Fairfax own, directly or indirectly, at least 80% of the Fully Diluted Shares. The purpose of the Top-Up Option is to facilitate a Short-Form Merger in accordance with Delaware law, following completion of the Offer.

The Top-Up Option is not exercisable if any provision of any applicable Federal, state, local or foreign statute, law, code, ordinance, rule or regulation, or any Federal, state, local or foreign judgment, injunction, order, writ,

ruling or decree prohibits the exercise of the Top-Up Option or the issuance and delivery of the Top-Up Option Shares in respect of such exercise.

The Merger. The Merger Agreement provides that, at the Effective Time, CGI-Fairfax will be merged with and into Stanley with Stanley being the surviving corporation (the “Surviving Corporation”). Following the Merger, the separate corporate existence of CGI-Fairfax will cease, and Stanley will continue as the Surviving Corporation, wholly owned by CGI-US. The directors of CGI-Fairfax immediately prior to the Effective Time will be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The officers of Stanley immediately prior to the Effective Time will be the officers of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Pursuant to the Merger Agreement, each Share outstanding immediately prior to the Effective Time (other than Shares held by Stanley as treasury stock or owned by CGI, CGI-US or CGI-Fairfax, all of which will automatically be canceled and will cease to exist) will be converted into the right to receive, in cash and without interest, the Offer Price or the highest price otherwise paid in the Offer (the “Merger Consideration”).

Equity Awards. The Merger Agreement provides that stock options and restricted stock with respect to Shares will be treated as follows:


	•	each unexercised stock option issued under Stanley’s 2006 Omnibus Incentive Compensation Plan, Stanley’s Executive Deferred Compensation and Equity Incentive Plan, or Stanley’s 1995 Stock Incentive Plan (whether vested or unvested) outstanding immediately prior to the consummation of the Offer shall be canceled in exchange for a cash payment by Stanley of an amount equal to (A) the excess, if any, of (x) the Offer Price over (y) the exercise price per Share subject to such stock option, multiplied by (B) the number of Shares for which such stock option shall not theretofore have been exercised; and

	•	the terms of all outstanding Shares subject to vesting or other forfeiture conditions or repurchase by Stanley (whether vested or unvested, and whether or not subject to performance-based vesting conditions) heretofore granted under Stanley’s 2006 Omnibus Incentive Compensation Plan, Stanley’s Executive Deferred Compensation and Equity Incentive Plan, Stanley’s 1995 Stock Incentive Plan or Stanley’s Employee Stock Purchase Plan, outstanding immediately prior to the consummation of the Offer shall be canceled in exchange for a cash payment by Stanley of an amount equal to the Offer Price.

The Merger Agreement provides that Stanley will ensure that each provision in each benefit plan providing for the issuance, transfer or grant of any Shares, any equity awards or any other interests in respect of any capital stock of Stanley will be deleted prior to the Effective Time and will ensure, that following the Effective Time, there will be no rights to acquire Shares, equity awards or any other interests in respect of any capital stock of Stanley, the Surviving Corporation or their respective subsidiaries.

Prior to the Purchase Date (as defined in Stanley’s Employee Stock Purchase Plan) of the Purchase Period (as defined in Stanley’s Employee Stock Purchase Plan) in progress as of May 6, 2010, the Stanley Board (or, if appropriate, any committee administering Stanley’s Employee Stock Purchase Plan), will adopt such resolutions or take such other actions as may be required to provide that (i) such Purchase Period will terminate as soon as reasonably practicable after May 6, 2010, and each participant’s right to purchase Shares under Stanley’s Employee Stock Purchase Plan will terminate as of May 6, 2010, and all amounts allocated to each participant’s account under Stanley’s Employee Stock Purchase Plan as of May 6, 2010 will thereupon be promptly refunded to each participant in accordance with the terms of Stanley’s Employee Stock Purchase Plan, (ii) Stanley’s Employee Stock Purchase Plan will thereafter be suspended until the consummation of the Offer and (iii) Stanley’s Employee Stock Purchase Plan will terminate immediately following the consummation of the Offer.

The Merger Agreement also provides that Stanley will take all reasonable steps as may be required to cause the dispositions of Stanley’s equity securities (including derivative securities) in connection with the Merger Agreement by each individual who is a director or officer of Stanley subject to Section 16 of the Exchange Act to be exempt under Rule 16b-3 under the Exchange Act.

Vote Required to Approve Merger; Stockholders’ Meeting. The Stanley Board has unanimously approved and declared advisable the Merger Agreement and the transactions contemplated therein, including the Offer and the Merger. If the Short-Form Merger procedure described below is not available for the Merger because CGI-Fairfax does not own at least 90% of the outstanding Shares, then under the DGCL we must obtain the affirmative vote of the holders of at least a majority of the outstanding Shares to adopt the Merger Agreement. The Merger Agreement provides that if Stanley’s stockholder adoption is required, Stanley will:


	•	promptly following the expiration of the Offer, prepare and file with the SEC a proxy statement under the Exchange Act;

	•	use reasonable best efforts to cause the proxy statement to be mailed to the holders of Shares as promptly as practicable after filing;

	•	otherwise comply in all material respects with all legal requirements applicable to the stockholders’ meeting; and

	•	use its reasonable best efforts to have the proxy cleared by the SEC promptly.

Other than in connection with an Adverse Recommendation Change (as defined below), the Stanley Board has agreed to recommend to holders of Shares that they adopt the Merger Agreement and the Merger. If the Minimum Tender Condition is satisfied and CGI-Fairfax accepts for payment Shares tendered pursuant to the Offer, CGI-Fairfax will have sufficient voting power to adopt the Merger and the Merger Agreement at a meeting of Stanley’s stockholders without the affirmative vote of any other Stanley stockholders.

Representations and Warranties. In the Merger Agreement, Stanley has made customary representations and warranties to CGI, CGI-US and CGI-Fairfax, including representations relating to: organization, standing and corporate power; subsidiaries; capital structure; authority and enforceability; noncontravention; Stanley’s SEC documents; information supplied; absence of certain changes or events; taxes; labor relations; employee benefits; litigation; compliance with laws; environmental matters; title to properties; intellectual property; contracts; insurance; interested party transactions; brokers and other advisors; and opinion of financial advisor.

In the Merger Agreement, CGI, CGI-US and CGI-Fairfax have made customary representations and warranties to Stanley, including representations relating to: organization; authority and enforceability; noncontravention; information supplied; brokers; absence of litigation; ownership of stock of Stanley; and sufficiency of funds.

Operating Covenants. The Merger Agreement provides that, from the date of the Merger Agreement until the earlier to occur of such time as directors elected or designated by CGI pursuant to the Merger Agreement constitute at least a majority of the Stanley Board and the Effective Time, Stanley will, and will cause each of its subsidiaries to, conduct their respective businesses in the ordinary course of business consistent with past practice, use commercially reasonable efforts to comply in all material respects with all applicable laws and, to the extent consistent therewith, use commercially reasonable efforts to preserve intact their current business organization, keep available the services of their current officers and key employees, keep and preserve their present relationships with customers, suppliers, licensors, licensees, distributors and others having material business dealings with them, maintain their franchises, rights and permits and continue to pursue business opportunities consistent with Stanley’s business plan, including taking action, where appropriate and consistent with past practice, to contest contract awards to third parties, preserve their existing government contracts and preserve their eligibility to bid for and enter into government contracts. In addition, from the date of the Merger Agreement until the earlier to occur of such time as directors elected or designated by CGI pursuant to the Merger Agreement constitute at least a majority of the Stanley Board and the Effective Time, except with CGI’s prior written consent or as specifically contemplated by the Merger Agreement (including in Stanley’s disclosure schedule) or as required by law, Stanley and its subsidiaries are subject to customary operating covenants and restrictions, including, but not limited to, declaration or payment of dividends; split, combination or reclassification of capital stock; issuance, sale, pledge, purchase, redemption or repurchase of stock and other equity securities; amendment of certificate of incorporation or bylaws; acquisitions; compensation of certain executive officers or directors; entry into collective bargaining agreements or benefit plans; acceleration of payments or vesting of compensation or benefits under benefit plans or agreements; material determinations under benefit plans or agreements; changing accounting methods, principles or practices

materially affecting the reported consolidated assets, liabilities or results of operations of Stanley; sales, leases or other dispositions of assets or properties; incurrence or modification of indebtedness and making loans or investments; issuance of sale of debt securities or rights to acquire debt securities of Stanley or its subsidiaries; guarantees of debt securities or similar arrangements; capital expenditures; making or changing a material tax election or settling a material tax liability; satisfaction, settlement or waiver of claims or rights and disclosure of confidential information; entry into or amendment, waiver or termination of material contracts; and maintenance of insurance policies.

Benefit Plan Matters. The Merger Agreement provides that, following the Effective Time, CGI and CGI-US will cause the Surviving Corporation to provide to employees of Stanley and its subsidiaries the compensation and benefits required by any applicable Federal, state, local or foreign statute, law, code, ordinance, rule or regulation. From and after the Effective Time, CGI and CGI-US will, and will cause the Surviving Corporation to, also honor in accordance with their respective terms (as in effect on the date of the Merger Agreement), all Stanley’s employment, severance and termination agreements and deferred compensation plans disclosed in the Merger Agreement.

Rule 14d-10. Prior to the scheduled expiration of the Offer, Stanley (acting through the Stanley Board and its compensation committee) will take all such steps as may be required to cause to be exempt under Rule 14d-10(d), as amended, promulgated under the Exchange Act any employment compensation, severance or employee benefit arrangements that have been entered into by Stanley, CGI or any of their respective affiliates with current directors, officers or employees of Stanley and its affiliates and to ensure that any such arrangements fall within the safe harbor provisions of such rule. The Merger Agreement also provides for certain covenants on the part of Stanley relating to Rule 14d-10 under the Exchange Act and approvals that are to be made by Stanley’s compensation committee with respect to employment-related arrangements entered into after the date of the Merger Agreement.

No Solicitation Provisions. The Merger Agreement contains provisions prohibiting each of Stanley and its controlled affiliates, as well as their respective directors, officers and employees and other representatives, from directly or indirectly:


	•	soliciting, initiating, knowingly encouraging or taking any other action to knowingly facilitate the submission of any Company Takeover Proposal;

	•	entering into any agreement, letter of intent, term sheet or other similar instrument with respect to any Company Takeover Proposal; or

	•	entering into, continuing, conducting, engaging or otherwise participating in any discussions or negotiations regarding, furnishing to any person any information with respect to, or otherwise knowingly taking any action to facilitate, any proposal that could reasonably be expected to lead to a Company Takeover Proposal.

The Merger Agreement provides that Stanley will, and will cause its subsidiaries and direct its representatives to, immediately cease and cause to be terminated all existing discussions and negotiations with any person conducted prior to the date of the Merger Agreement with respect to any Company Takeover Proposal and will request the prompt return or destruction of all confidential information previously furnished in connection therewith. Notwithstanding the foregoing, prior to CGI-Fairfax accepting for payment all Shares validly tendered and not withdrawn pursuant to the Offer (the “Offer Closing”), Stanley and its representatives may, in response to a bona fide written Company Takeover Proposal that the Stanley Board determines in good faith, after consultation with its outside legal counsel and independent financial advisor, constitutes or could reasonably be expected to lead to a Superior Company Proposal (as defined in this Section 11 below), and which Company Takeover Proposal was made after the date of the Merger Agreement and did not result from a breach of the no solicitation provisions of the Merger Agreement, provide access or furnish information with respect to Stanley and its subsidiaries to the person making such Company Takeover Proposal and its representatives pursuant to an Acceptable Confidentiality Agreement (as defined in this Section 11 below), and participate in discussions or negotiations (including solicitation of a revised Company Takeover Proposal) with such person and its representatives regarding such Company Takeover Proposal. Stanley will provide CGI and CGI-US with all non-public information regarding Stanley that has not previously been provided to CGI or CGI-US that is provided to any person making such Company Takeover Proposal.

The Merger Agreement prohibits the Stanley Board and any committee thereof from (i) (A) withdrawing or modifying in a manner adverse to CGI, CGI-US or CGI-Fairfax, or proposing publicly to withdraw or modify in a manner adverse to CGI, CGI-US or CGI-Fairfax, the approval or recommendation by the Stanley Board or any such committee of the Merger Agreement, the Offer, the Merger or the other transactions contemplated by the Merger Agreement, or (B) approving or recommending, or proposing publicly to approve or recommend, any Company Takeover Proposal or resolve or agree to take any such action (an “Adverse Recommendation Change”), or (ii) causing or permitting Stanley to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, option agreement, merger agreement, joint venture agreement, partnership agreement or other similar agreement relating to, or that would reasonably be expected to lead to, any Company Takeover Proposal (other than a confidentiality agreement entered into in accordance with the no solicitation provisions), or resolving, agreeing or publicly proposing to take any such action.

Notwithstanding the foregoing, prior to the acceptance for payment of Shares pursuant to the Offer, the Stanley Board may (x) effect an Adverse Recommendation Change in response to (1) a Superior Company Proposal or (2) any material event, development, circumstance, occurrence or change in circumstances or facts (including any change in probability or magnitude of circumstances) not related to a Company Takeover Proposal that was not known to the Stanley Board as of the date of the Merger Agreement (or if known, the magnitude or material consequences of which were not reasonably known to or reasonably understood by the Stanley Board as of the date of the Merger Agreement); provided, however, that in each case referred to in the foregoing clause (1) or (2) only if the Stanley Board determines in good faith, after consultation with Stanley’s outside counsel and its independent financial advisor, that the failure to take such action would be inconsistent with its fiduciary duties to Stanley’s stockholders under applicable law; provided, however, that Stanley shall provide CGI and CGI-US with no less than five business days notice of any Adverse Recommendation Change prior to such change, or (y) in response to a Superior Company Proposal, resolve to accept such Superior Company Proposal and concurrently cause Stanley to terminate the Merger Agreement pursuant to the terms and conditions of the Merger Agreement.

Stanley may not terminate the Merger Agreement in connection with a Superior Company Proposal unless the Stanley Board first provided prior written notice to CGI that it is prepared to terminate the Merger Agreement in connection with such Superior Company Proposal (which notice must contain a description of the material terms and conditions of such Superior Company Proposal), and CGI does not make, within five business days after receipt of such notice, a proposal that would, in the good faith judgment of the Stanley Board, after consultation with its outside legal counsel and its independent financial advisor, cause the offer previously constituting a Superior Company Proposal to no longer constitute a Superior Company Proposal. If CGI has in good faith proposed to Stanley revisions to the terms of the transactions contemplated by the Merger Agreement during the five business day period prior to Stanley terminating the Merger Agreement in connection with a Superior Company Proposal, then Stanley agrees that Stanley and its representatives will negotiate in good faith with CGI and its representatives (so long as CGI and its representatives are negotiating in good faith) regarding any such revisions to the terms of the transactions contemplated by the Merger Agreement proposed by CGI. Any material changes to the financial terms or any material change to other material terms of such Superior Company Proposal occurring prior to Stanley’s terminating the Merger Agreement in connection with a Superior Company Proposal require Stanley to provide to CGI a new notice of a Superior Company Proposal and a new three business day period and, in determining whether to terminate the Merger Agreement in connection with a Superior Company Proposal, the Stanley Board must take into account any such changes.

In addition to the other obligations of Stanley described above, Stanley will, as promptly as possible and in any event within one business day after the receipt thereof, advise CGI and CGI-US orally and in writing of (i) any Company Takeover Proposal or request for information or inquiry that expressly contemplates or that Stanley believes could reasonably be expected to lead to a Company Takeover Proposal and (ii) the material terms and conditions of such Company Takeover Proposal, request or inquiry (including any change to the financial terms, conditions or other material terms thereof) and the identity of the person making any such Company Takeover Proposal, request or inquiry. Stanley will keep CGI and CGI-US reasonably apprised of any related material developments, discussions and negotiations related to any such Company Takeover Proposal or inquiry.

The Merger Agreement does not prohibit Stanley from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange

Act or (ii) making any disclosure to its stockholders if, in the good faith judgment of the Stanley Board (after consultation with outside counsel), failure so to disclose would be inconsistent with its fiduciary duties under applicable law, provided that the taking of any such position or the making of any such disclosure will be subject to and only taken in compliance with the no solicitation provisions and other provisions of the Merger Agreement.

As used in the Merger Agreement, a “Company Takeover Proposal” means any proposal or offer (whether or not in writing) to acquire in any manner, directly or indirectly, including by way of a tender offer, exchange offer, merger, consolidation, share exchange or other business combination, 15% or more of the Shares or 15% or more of the consolidated total assets of Stanley, other than the transactions contemplated by the Merger Agreement.

As used in the Merger Agreement, a “Superior Company Proposal” means any binding bona fide written offer that was made after the date of the Merger Agreement and did not result from a breach of the no solicitation provisions of the Merger Agreement, made by any person (other than CGI, CGI-US or CGI-Fairfax or any of their affiliates) that, if consummated, would result in such person (or in the case of a direct merger between such person and Stanley, the stockholders of such person) acquiring, directly or indirectly, 50% or more of the outstanding Shares or all or substantially all the consolidated total assets of Stanley, and which offer the Stanley Board determines in good faith (after consultation with its outside legal counsel and its independent financial advisor) (i) to be more favorable from a financial point of view to the holders of Shares than the transactions contemplated by the Merger Agreement (taking into account all the terms and conditions of such proposal and the Merger Agreement and any changes to the terms of the Offer or the Merger Agreement proposed by CGI in response to such Superior Company Proposal or otherwise, in each case as the Stanley Board determines to be relevant) and (ii) is reasonably capable of being completed, taking into account all financial, regulatory, legal and other aspects of such proposal as the Stanley Board determines to be relevant.

As used in the Merger Agreement, an “Acceptable Confidentiality Agreement” means a confidentiality agreement that contains provisions that are no less favorable in the aggregate to Stanley than those contained in the non-disclosure agreement between Stanley and CGI, dated February 23, 2010 (the “Existing Confidentiality Agreement”); provided that (i) an Acceptable Confidentiality Agreement need not contain any “standstill” or similar covenant and (ii) an Acceptable Confidentiality Agreement may include provisions that are less favorable in the aggregate to Stanley than those contained in the Existing Confidentiality Agreement, so long as Stanley offers to amend the Existing Confidentiality Agreement concurrently with execution of such Acceptable Confidentiality Agreement to (y) include substantially similar provisions for the benefit of the parties thereto and (z) waive any “standstill” or similar covenant to the extent such Acceptable Confidentiality Agreement does not contain any “standstill” or similar covenant.

Insurance, Exculpation and Indemnification. The Merger Agreement provides that CGI, CGI-US and CGI-Fairfax agree that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time existing on the date of the Merger Agreement in favor of the current or former directors or officers of Stanley and its subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) and any indemnification or other agreements of Stanley (in each case as in effect on the date of the Merger Agreement) will be assumed by the Surviving Corporation in the Merger, without further action, at the Effective Time, and will survive the Merger and will continue in full force and effect in accordance with their terms.

CGI and CGI-US agree pursuant to the Merger Agreement that they will, from the Offer Closing through the sixth anniversary of the Effective Time (such period, the “Tail Period”), cause to be maintained in effect Stanley’s current directors’ and officers’ insurance and indemnification policies as in effect on the date of the Merger Agreement covering each person covered by such insurance on such date for acts or omissions occurring prior to the Effective Time. However, CGI, CGI-US and the Surviving Corporation are not required to pay, in any one year during the Tail Period, aggregate costs of such policies that exceed 300% of the last annual premium paid by Stanley for such insurance prior to the date of the Merger Agreement. CGI and CGI-US may (i) substitute therefor policies with reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions that are no less favorable to the indemnified parties, or (ii) satisfy the foregoing obligation by causing Stanley to obtain, on or prior to the closing date of the Merger, prepaid (or “tail”) directors’ and officers’ liability insurance policy at CGI’s and CGI-US’s expense, in each case, the material terms of which, including coverage and

amount, are no less favorable to such directors and officers than the insurance coverage otherwise required under the insurance provisions of the Merger Agreement.

Obligations to Cause Merger to Occur. The Merger Agreement requires each of the parties thereto to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by the Merger Agreement, including using its reasonable best efforts to accomplish the following: (i) obtaining of all necessary actions or nonactions, waivers, consents, approvals, licenses, permits, orders or authorizations from Federal, state, local or foreign governments or courts of competent jurisdiction, administrative, regulatory or other governmental agencies, authorities or commissions, other governmental authorities or instrumentalities or non-governmental self-regulatory agencies, authorities or commissions, domestic or foreign (a “Governmental Entity”), and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) obtaining of all such necessary consents, approvals or waivers from third parties, (iii) defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger Agreement or the consummation of the transactions contemplated by the Merger Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) executing and delivering any additional instruments necessary to consummate the transactions contemplated by the Merger Agreement and to fully carry out the purposes of the Merger Agreement.

The Merger Agreement also requires each of Stanley and the Stanley Board to, if any state takeover statute, law, code, ordinance, rule or regulation is or becomes applicable to the Merger Agreement, use its reasonable best efforts to ensure that the Offer, the Merger and the other transactions contemplated by the Merger Agreement may be consummated as promptly as practicable on the terms contemplated by the Merger Agreement on the terms contemplated by the Merger Agreement and otherwise to minimize the effect of such statute, law, code, ordinance, rule or regulation on the Offer, the Merger and the other transactions contemplated by the Merger Agreement.

Stanley, CGI and CGI-US agree to promptly make all appropriate filings under any applicable Federal, state, local or foreign competition, merger control, antitrust or similar statute, law, code, ordinance, rule or regulation, including the notification and report form pursuant to the HSR Act, and take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, including by requesting early termination of the waiting period provided for in the HSR Act.

Stanley, CGI and CGI-US further agree to promptly (1) prepare, prefile and, no earlier than five business days thereafter, file with CFIUS a joint voluntary notice pursuant to the Exon-Florio Amendment to Section 721 of the Defense Production Act of 1950 (“Exon-Florio”) with respect to the transactions contemplated by the Merger Agreement, and provide CFIUS with any additional or supplemental information requested by CFIUS or its member agencies during the Exon-Florio review process within three business days of receipt of such request, or if Stanley, CGI and CGI-US mutually agree to seek an extension in relation thereto, such longer period as CFIUS may allow, and, in cooperation with each other, shall take all commercially reasonable steps advisable, necessary or desirable to finally and successfully complete the Exon-Florio review process as promptly as practicable; (2) submit to DSS and, to the extent applicable, any other Governmental Entity, notification of the transactions contemplated by the Merger Agreement pursuant to the National Industrial Security Program Operating Manual (the “NISPOM”) and any other applicable national or industrial security regulations, and request from DSS (and, to the extent applicable, such other Governmental Entity) approval to operate the business of Stanley pursuant to the existing CGI-US Special Security Agreement (the “CGI-US Federal SSA”); (3) submit to the United States Department of State (“Department of State”) Directorate of Defense Trade Controls (“DDTC”) notifications of the transactions contemplated by the Merger Agreement pursuant to the ITAR; and (4) make any other submissions under Exon-Florio that are requested by CFIUS to be made or that Stanley, CGI and CGI-US mutually agree should be made in connection with the transactions contemplated by the Merger Agreement.

Stanley, CGI and CGI-US agree to provide to each other such assistance, information and cooperation as is reasonably required to obtain any such actions, nonactions, waivers, consents, approvals, licenses, permits, orders or authorizations (including providing necessary information, assisting in responding to any inquiries and attending joint meetings with either government or prime contractor customers advocating the Offer, the Merger and the

transactions contemplated by the Merger Agreement) and, in connection therewith, shall notify the other person promptly following the receipt of any material comments from any Governmental Entity and of any request by any Governmental Entity for amendments, supplements or additional information in respect of any registration, declaration or filing with, or notice to, such Governmental Entity, shall give the other person the opportunity to attend and participate in any meetings or conferences with the U.S. Department of Justice, the U.S. Federal Trade Commission, CFIUS, DSS, Department of State or any other Governmental Entity and shall supply the other person with copies of all correspondence between such person or any of its representatives, on the one hand, and any Governmental Entity, on the other hand, in each case regarding any of the transactions contemplated by the Merger Agreement (except for correspondence involving personal identifier information (as defined in the applicable Federal regulations) of CGI or CGI-US). In furtherance of the foregoing, if, at the end of the initial 30-day review period under Exon-Florio, CFIUS offers the parties an opportunity to withdraw and resubmit their joint Exon-Florio notice regarding the transactions contemplated by the Merger Agreement in order to avoid an investigation by CFIUS, and either Stanley or CGI opts to request withdrawal and resubmission in response to such offer by CFIUS, then the other party shall agree to join the request for withdrawal and resubmission at the end of such initial 30-day review period and immediately resubmit their joint Exon-Florio notice regarding the transactions contemplated by the Merger Agreement.

CGI and CGI-US agree to accept (i) all restrictions or conditions imposed or requested by DSS on (A) the conduct or structure of any business or operations of Stanley or any of its subsidiaries (including any requirement by any Governmental Entity to sell, hold separate or otherwise dispose of any assets of Stanley or any of its subsidiaries) or (B) access by CGI or CGI-US to technology, operations, products or other activities of Stanley or any of its subsidiaries and (ii) such other restrictions or conditions imposed or requested by DSS on the operations of Stanley or any of its subsidiaries or on CGI’s or CGI-US’s control of Stanley or any of its subsidiaries (including any Reasonable Changes to the CGI-US Federal SSA). Notwithstanding the foregoing, (1) CGI will not be required to accept any such restrictions or conditions, other than Reasonable Changes to the CGI-US Federal SSA, with respect to government contracts that collectively represent annual Stanley revenues in excess of $150.0 million (a “Material Limitation”) and (2) CGI will in all cases be permitted, in its sole discretion, as an alternative to accepting any such restrictions or conditions, to sell or otherwise dispose of, or agree to sell or otherwise dispose of, any government contracts or related assets.

As used in this Offer to Purchase and the Merger Agreement, “Reasonable Changes” means any change to the CGI-US Federal SSA that does not (w) substantially reduce Inside Director (as defined in the CGI-US Federal SSA) representation on the Board of Directors of CGI-US, (x) significantly restrict the visitation and communications rights of CGI and its affiliates under the CGI-US Federal SSA in a manner that precludes CGI and its affiliates from overseeing the operations of the CGI-US, (y) adversely impact the right of CGI to appoint and replace members of the Board of Directors of CGI-US such that it has a material adverse effect on the ability of CGI and its affiliates to oversee the operations of the CGI-US or (z) impose restrictions on the operations, access or other activities of Stanley or any of its subsidiaries that are exclusively required under a Proxy Agreement or Voting Trust under the NISPOM and other applicable rules and regulations but not a Special Security Agreement, in each case other than any such change that applies to every company governed by a Special Security Agreement.

CGI, CGI-US and Stanley agree to work together in good faith and use their reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to obtain assurances that, in accordance with the NISPOM and other applicable rules and regulations, the Surviving Corporation will be granted National Interest Determinations (“NID”) required for authorizing continued access to proscribed information following the Effective Time to the extent necessary for the Surviving Corporation to continue to perform Stanley’s government contracts. The grant or support by customers of Stanley’s government contracts of favorable NIDs will not in any event be a condition to the consummation of the Offer, the Merger or any other transaction contemplated by the Merger Agreement.

Stanley will agree if, but solely if, requested by CGI or CGI-US to divest, hold separate or otherwise take or commit to take any action that limits CGI’s or CGI-US’s freedom of action with respect to, or its ability to retain, any of the businesses, services or assets of Stanley or any of its subsidiaries. Any such action may be conditioned upon the consummation of the Offer, the Merger and the other transactions contemplated the Merger Agreement.

Stanley will give prompt notice to CGI and CGI-US in writing of (i) any written notice or other written communication from any person alleging that the consent of such person is required in connection with the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement; (ii) any written notice or other written communication from any licensor, licensee or other business partner to the effect that such licensor, licensee or other business partner is terminating or otherwise materially adversely modifying its relationship with Stanley or any of its subsidiaries as a result of the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement; (iii) its discovery of any fact or circumstance that, or the occurrence or non occurrence of any event the occurrence or non occurrence of which causes any of the conditions to the Offer set forth in paragraphs (c) through (e) in Section 15 “Certain Conditions of the Offer,” below, to be in effect at the scheduled expiration date of the Offer; (iv) any written notice or other written communication from any Governmental Entity received by Stanley in connection with the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement, and a copy of any such notice or communication shall be furnished to CGI; (v) any filing made by Stanley with any Governmental Entity in connection with the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement, and Stanley will provide a copy of any such filing to CGI together with Stanley’s written notice thereof; and (vi) any suits, actions or proceedings commenced or threatened that relate to the consummation of the Merger Agreement, the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement of which Stanley has knowledge.

CGI, CGI-US and CGI-Fairfax will give prompt notice to Stanley in writing of (i) any representation or warranty made by it contained in the Merger Agreement becoming untrue, unless the failure of any such representation or warranty to be true, individually or in the aggregate, would not reasonably be expected to have a CGI Material Adverse Effect or the failure by it to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under the Merger Agreement unless such failure, individually or in the aggregate, would not reasonably be expected to have a material delay on CGI or CGI-US from performing its obligations under the Merger Agreement in any material respect or the consummation of the Offer, the Merger and the other transactions contemplated by the Merger Agreement; (ii) any filing made by CGI, CGI-US or CGI-Fairfax with any Governmental Entity in connection with the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement, and CGI, CGI-US or CGI-Fairfax, as applicable, will provide a copy of any such filing to Stanley together with its written notice thereof; and (iii) any suits, actions or proceedings commenced or threatened that relate to the consummation of the Merger Agreement, the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement of which CGI, CGI-US or CGI-Fairfax has knowledge.

Directors. The Merger Agreement provides that, upon the Offer Closing, CGI, CGI-US or CGI-Fairfax are entitled to designate, from time to time, such number of directors of the Stanley Board as will give CGI-Fairfax, subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, representation on the Stanley Board equal to at least that number of directors, rounded up to the next whole number, that is the product of (i) the total number of directors on the Stanley Board (giving effect to the directors elected or appointed pursuant to this sentence) multiplied by (ii) the percentage that (A) the number of Shares owned by CGI and its subsidiaries (including Shares accepted for payment pursuant to the Offer) bears to (B) the number of Shares then outstanding; provided that until the Effective Time the Stanley Board shall have at least three directors who will be independent for purposes of Rule 10A-3 under the Exchange Act (the “Independent Directors”). Stanley is obligated pursuant to the Merger Agreement to take all action requested by CGI or CGI-US necessary to effect any such election or appointment, including (i) increasing the size of the Stanley Board, or (ii) obtaining the resignation of such number of its current directors as is, in each case, necessary to enable such designees to be so elected or appointed to the Stanley Board in compliance with applicable law (including, to the extent applicable prior to the Effective Time, Rule 10A-3 under the Exchange Act. Stanley is further obligated to take all action necessary to cause individuals designated by CGI or CGI-US to constitute the number of members, rounded up to the next whole number, on (A) each committee of the Stanley Board and (B) each board of directors of each subsidiary of Stanley (and each committee thereof) that represents the same percentage as such individuals represent on the Stanley Board.

Conditions to the Merger. The Merger Agreement provides that the respective obligations of each party to effect the Merger are subject to the satisfaction, or (to the extent permitted by law) waiver on or prior to the closing date of the Merger of the following conditions:


	•	if required by law, the Merger Agreement shall have been adopted by the affirmative vote of the holders of a majority of the outstanding Shares;

	•	any waiting period (and any extension thereof) applicable to the Offer or the Merger under the HSR Act shall have expired or been terminated, and any other consents, approvals and filings under any other applicable Federal, state, local or foreign competition, merger control, antitrust or similar statute, law, code, ordinance, rule or regulation, shall have been obtained or made;

	•	following the filing of a joint voluntary notice with CFIUS pursuant to Exon-Florio, the period of time for any applicable review process under Exon-Florio shall have expired, the President of the United States shall not have taken action to prevent the consummation of the Offer, the Merger or any other transaction contemplated by the Merger Agreement, and CFIUS will have issued a letter stating that it has completed its review and determined that there are no unresolved national security concerns with respect to the transactions contemplated by the Merger Agreement;

	•	DSS shall have approved a plan to operate Stanley’s business pursuant to a FOCI mitigation agreement that does not impose restrictions or conditions requiring changes to the CGI-US Federal SSA (other than Reasonable Changes) and does not require a Material Limitation;

	•	60 days having elapsed following notice under Section 122.4(b) of the ITAR to the Department of State of the transactions contemplated by the Merger Agreement pursuant to the ITAR;

	•	no judgment, injunction, order, writ, ruling or decree issued by any Federal, state, local or foreign government or any court of competent jurisdiction, administrative, regulatory or other governmental agency, authority or commission, other governmental authority or instrumentality or any non-governmental self-regulatory agency, authority or commission, domestic or foreign, or other Federal, state, local or foreign statute, law, code, ordinance, rule or regulation preventing the consummation of the Merger is in effect; and

	•	CGI-Fairfax shall have previously accepted for payment and paid for Shares validly tendered and not withdrawn pursuant to the Offer.

Termination. The Merger Agreement may be terminated, and the transactions contemplated by the Merger Agreement may be abandoned, at any time prior to the Effective Time, notwithstanding the approval of the holders of Stanley’s common stock, upon written notice (other than in the case of termination by mutual written consent) from the terminating party to the non-terminating party specifying the provision of the Merger Agreement pursuant to which such termination is effected:

(a) by mutual written consent of CGI and Stanley;

(b) by CGI or Stanley if the Merger is not consummated by November 6, 2010 (the “Outside Date”), unless the failure to consummate the Merger is the result of a material breach of the Merger Agreement by the party seeking to terminate the Merger Agreement;

(c) by CGI or Stanley if there is any Federal, state, local or foreign statute, law, code, ordinance, rule or regulation, or any Federal, state, local or foreign judgment, injunction, order, writ, ruling or decree, permanently enjoining, restraining or otherwise prohibiting the consummation of the Offer or the Merger which shall have become final and nonappealable;

(d) by CGI prior to CGI-Fairfax’s acceptance of Shares pursuant to the Offer, if Stanley breaches or fails to perform in any material respect any of its representations, warranties, or covenants contained in the Merger Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in paragraph (d) or (e) of “The Tender Offer — Section 15 — Certain Conditions of the Offer”, and (ii) is incapable of being cured by Stanley by the Outside Date or, if capable of being cured by Stanley by the Outside Date, has not been cured prior to the earlier of (x) 30 days after the delivery of written notice to Stanley of such

breach and (y) the Outside Date (provided that CGI, CGI-US and CGI-Fairfax are not then in material breach of any representation, warranty or covenant contained in the Merger Agreement);

(e) by CGI prior to CGI-Fairfax’s acceptance of Shares pursuant to the Offer, if (i) an Adverse Recommendation Change has occurred or (ii) (A) prior to the termination of the Merger Agreement, a Company Takeover Proposal is publicly proposed or announced or otherwise becomes publicly known, or any person shall have publicly announced an intention (whether or not conditional and whether or not withdrawn) to make a Company Takeover Proposal and (B) the Stanley Board shall fail to confirm the recommendation by the Stanley Board of the Merger Agreement, the Offer, the Merger or the other transactions contemplated by the Merger Agreement within ten business days of a request from CGI to do so (which request may only be made once with respect to any such Company Takeover Proposal and each amendment thereto);

(f) by Stanley prior to CGI-Fairfax’s acceptance of Shares pursuant to the Offer, if CGI, CGI-US or CGI-Fairfax breaches in any material respect any of its representations or warranties, or fails to perform in any material respect any of its obligations, covenants or agreements contained in the Merger Agreement (without giving effect to any limitation on any representation or warranty indicated by the words “material adverse effect,” “in all material respects”, “in any material respect”, “material,” or “materially”), which breach or failure to perform (i) has had or would reasonably be expected to, individually or in the aggregate, have a materially delay on CGI or CGI-US from performing its obligations under the Merger Agreement in any material respect or the consummation of the Offer, the Merger and the other transactions contemplated by the Merger Agreement and (ii) is incapable of being cured by CGI, CGI-US or CGI-Fairfax by the Outside Date or, if capable of being cured by CGI, CGI-US or CGI-Fairfax by the Outside Date, has not been cured prior to the earlier of (1) 30 days after the delivery of written notice to CGI, CGI-US or CGI-Fairfax of such breach and (2) the Outside Date; provided that Stanley is not then in material breach of any representation, warranty or covenant contained in the Merger Agreement; or

(g) by Stanley prior to CGI-Fairfax’s acceptance of Shares pursuant to the Offer, under its “fiduciary out” after acceptance of a Superior Company Proposal.

Termination Fee; Other Effects of Termination. The Merger Agreement contemplates that a termination fee of $28,000,000 (the “Termination Fee”) will be payable by Stanley to CGI under any of the following circumstances:


	•	the Merger Agreement is terminated by Stanley pursuant to the no solicitation provisions of the Merger Agreement in order to accept a Superior Company Proposal;

	•	the Merger Agreement is terminated by CGI because (A) of an Adverse Recommendation Change or (B) the Stanley Board fails, after a Company Takeover Proposal is made or announced, to confirm its recommendation of the Merger Agreement and the transactions contemplated by the Merger Agreement within 10 business days of a request from CGI to do so; or

	•	(A) prior to the termination of the Merger Agreement, a Company Takeover Proposal for 50% or more of the Shares or consolidated total assets (or an intention to make such a Company Takeover Proposal) is publicly proposed or announced or otherwise becomes publicly known, or any person shall have publicly announced an intention (whether or not conditional and whether or not withdrawn) to make such a Company Takeover Proposal, (B) thereafter the Merger Agreement is terminated by either CGI or Stanley because the Offer is not consummated by the Outside Date, and (C) within 12 months of such termination Stanley enters into a definitive agreement to consummate, or consummates, the transactions contemplated by a Company Takeover Proposal.

Amendment. The Merger Agreement may be amended by the parties thereto at any time, whether before or after the adoption of the Merger Agreement by the holders of a majority of the outstanding Shares, if required by applicable law, has been obtained; provided, however, that (a) after the adoption of the Merger Agreement by the holders of a majority of the outstanding Shares, there may not be made any amendment that by law requires further approval by such stockholders without the further approval of such stockholders, (b) no amendment shall be made to the Merger Agreement after the Effective Time, and (c) except as provided above, no amendment to the Merger Agreement by Stanley shall require the approval of the stockholders of Stanley. The Merger Agreement may

not be amended except by an instrument in writing signed on behalf of each of CGI, CGI-US, CGI-Fairfax and Stanley. Following the election or appointment of the designees of CGI-Fairfax to the Stanley Board and prior to the Effective Time, the affirmative vote of a majority of the Independent Directors then in office is required for Stanley to consent to amend or terminate the Merger Agreement, to exercise or waive any of Stanley’s rights or remedies under the Merger Agreement or to amend or extend the time for the performance of any of the obligations or other acts of CGI, CGI-US or CGI-Fairfax.

The Stockholders Agreement. Certain executive officers and a non-executive member of the Stanley Board have entered into the Stockholders Agreement under which they agreed, among other things, (a) to tender the Shares subject to the Stockholders Agreement pursuant to the Offer, (b) if necessary, to vote (or cause to be voted), in person or by proxy, such Shares (i) in favor of the adoption of the Merger Agreement and any other action of Stanley’s stockholders requested in furtherance thereof, (ii) against any other action, agreement or transaction submitted for approval to Stanley’s stockholders that (A) could reasonably be expected to lead to a Company Takeover Proposal or (B) is intended or would reasonably be expected to materially impede, materially delay or prevent the Offer, the Merger or the transactions contemplated by the Merger Agreement, and (c) to certain restrictions on the transfer of such Shares. This summary is qualified in its entirety by reference to the Stockholders Agreement, a copy of which is attached as an exhibit to the Schedule TO and is incorporated herein by reference.


12.	Purpose of the Offer; Plans for Stanley.

Purpose of the Offer. The purpose of the Offer is for CGI (through CGI-Fairfax) to acquire control of, and the entire equity interest in, Stanley. The purpose of the Merger is for CGI (through CGI-Fairfax) to acquire all outstanding Shares not tendered and purchased pursuant to the Offer, the Top-Up Option or otherwise. If the Offer is successful, CGI-Fairfax intends to consummate the Merger as promptly as practicable following the Offer Closing.

Statutory Requirements. Under the DGCL, the approval of the Stanley Board and the approval of the board of directors of CGI-Fairfax are required for approval of the Merger Agreement and the completion of the Merger, and the affirmative vote of the holders of a majority of the voting power of the outstanding Shares is required to adopt and approve the Merger Agreement and the Merger, unless the “short-form” merger procedure described below is available. Stanley has represented in the Merger Agreement that the execution and delivery of the Merger Agreement by Stanley and the completion by Stanley of the transactions contemplated by the Merger Agreement have been duly and validly authorized by all necessary corporate action on the part of Stanley, subject to the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding Shares, if required in accordance with the DGCL. Stanley has further represented that the adoption described in the preceding sentence is the only stockholder vote required to adopt the Merger Agreement and complete the Merger. After CGI-Fairfax accepts for payment and pays for Shares validly tendered in the Offer, and after the expiration of any Subsequent Offering Period, Stanley has agreed, if necessary, to duly call, establish a record date for, and give notice of, convene and hold a meeting of holders of Shares for the purpose of seeking the adoption of the Agreement by the holders of a majority of the outstanding Shares. The meeting would be held as promptly as practicable after CGI-Fairfax accepts for payment and pays for Shares validly tendered in the Offer, and after the expiration of any Subsequent Offering Period. CGI has agreed to vote, or cause to be voted, all of the Shares purchased in the Offer and all other Shares then owned by it or CGI-Fairfax in favor of the adoption of the Merger Agreement.

Short-Form Merger. Section 253 of the DGCL provides that, if a corporation owns at least 90% of the outstanding shares of each class and series of a subsidiary corporation, the parent corporation may merge the subsidiary corporation into itself or into another such subsidiary or merge itself into the subsidiary corporation, in each case, without the approval of the board of directors or the stockholders of the subsidiary corporation (such merger, a “Short-Form Merger”). In the event that CGI, CGI-Fairfax and their subsidiaries and affiliates acquire in the aggregate at least 90% of each class and series of capital stock of Stanley in the Offer, in a Subsequent Offering Period or otherwise (and including as a result of its exercise of the Top-Up Option), then CGI-Fairfax will cause the Short-Form Merger to be effected without a meeting of Stanley’s stockholders, subject to compliance with the provisions of Section 253 of the DGCL. If CGI-Fairfax does not acquire sufficient Shares in the Offer, including any Subsequent Offering Period, to complete a Short-Form Merger, then CGI-Fairfax expects to exercise the Top-Up Option, subject to the limitations set forth in the Merger Agreement, to purchase a number of Shares required to complete a Short-Form Merger, taking into account the Shares issued upon exercise of the Top-Up Option. CGI-

Fairfax could also seek to purchase additional Shares in the open market or otherwise to permit CGI-Fairfax to complete a Short-Form Merger. According to the Merger Agreement, CGI-Fairfax is required to effect a Short-Form Merger if permitted to do so under the DGCL.

If the short-form merger procedure described above is not available for the Merger, the DGCL requires the affirmative vote of the holders of at least a majority of the outstanding Shares to adopt the Merger Agreement. The Merger Agreement provides that if Stanley’s stockholder adoption is required by applicable law, Stanley will, at CGI’s and CGI-US’s request, duly call, establish a record date for, give notice of, convene and hold a meeting of holders of Shares for the purpose of seeking the adoption of the Agreement by the holders of a majority of the outstanding Shares, as soon as practicable following the expiration of the Offer. If the Minimum Tender Condition is satisfied and CGI-Fairfax accepts for payment Shares tendered pursuant to the Offer, CGI-Fairfax will have sufficient voting power to adopt the Merger Agreement at a meeting of Stanley’s stockholders without the affirmative vote of any other Stanley stockholder.

Plans for Stanley. Except as disclosed in this Offer to Purchase, it is expected that, following the Merger, the business and operations of Stanley will be continued substantially as they are currently being conducted. Notwithstanding the foregoing, CGI will continue to evaluate the business and operations of Stanley during the pendency of the Offer and after the consummation of the Offer and the Merger and will take such actions as it deems appropriate under the circumstances then existing with a view to optimizing development of Stanley’s potential in conjunction with CGI’s and CGI-US’s existing businesses.

Except as disclosed in this Offer to Purchase, CGI, CGI-US and CGI-Fairfax have no present plans, proposals or negotiations that would relate to or result in (i) any extraordinary transaction involving Stanley or any of its subsidiaries (such as a merger, reorganization or liquidation), (ii) any purchase, sale or transfer of a material amount of assets of Stanley or any of its subsidiaries, or (iii) any other material change in Stanley’s corporate structure or business.

Change in Control and Severance Payments. Stanley is a party to individual Change in Control Severance Agreements with certain of its executive officers (each, a “Covered Executive”), on June 26, 2008. The Change in Control Severance Agreements are “double trigger” agreements, meaning that the payment of the severance and benefits thereunder require both a “change in control” (as defined therein) and a qualifying termination of the Covered Executive’s employment without “cause” (as defined therein) or the Covered Executive terminates his employment for “good reason” (as defined therein) within 24 months (or 36 months in the case of one of the Covered Executives) following a change in control. The term of the agreements is two years; provided, however, that the agreement will automatically extend for one-year terms thereafter unless either Stanley or the Covered Executive provides notice of non-renewal at least one year prior to the commencement of the renewal term. The term of any agreement will not expire, however, during a “potential change in control period” (as defined therein) or prior to the expiration of 24 months (or 36 months in the case of one of the Covered Executives) after the date of a change in control, including during a potential change in control period.

Upon a change in control and qualifying termination, the Change in Control Severance Agreements provide for the following: (a) a lump sum cash payment equal to two times (or three times in the case of one of the Covered Executives) the sum of such Covered Executive’s base salary plus the highest annual incentive bonus paid to the Covered Executive for the prior three years, (b) an amount equal to the highest annual bonus paid to the Covered Executive for the prior three years, pro rated for the year of termination, (c) immediate vesting of any unvested equity awards, but only to the extent any outstanding equity awards were not assumed or substituted by the successor company at the time of the change in control, and (d) continuation of perquisites and health and welfare benefits for a maximum of two years (three years in the case of one of the Covered Executives), unless the Covered Executive breaches the release agreement or any other agreement with Stanley, which survives his termination or the Covered Executive becomes eligible under similar plans of a successor employer.

In addition, the agreements provide that if the payment of any of the severance payments or benefits would trigger the excise tax provisions of Section 280G Code, the Covered Executive is entitled to a tax gross-up payment to cover the cost of any such excise tax (and interest or penalties relating thereto). Notwithstanding this provision of the agreements, if the excise tax provisions of the Code would not be triggered if the severance payments and

benefits payable to the Covered Executive were reduced by 10%, such payments and benefits are to be reduced and we will have no obligation to pay the tax gross-up payment.

No payments are owed to any of the Covered Executives under the terms of the agreements if the Covered Executive voluntarily terminates employment, is terminated for cause, or terminates as a result of death or disability. In addition, the Covered Executives must sign a standard release agreement in favor of Stanley in order to receive the payments and benefits above, and the agreements provide for a standard non-disparagement and two-year non-competition covenant (which non-compete will be at the option of the acquiring company).

Appraisal Rights. No appraisal rights are available to Stanley’s stockholders in connection with the Offer. However, if the Merger is consummated, a Stanley stockholder who has not tendered his or her Shares in the Offer or voted in favor of the Merger or consented thereto in writing will have rights under Section 262 of the DGCL to dissent from the Merger and demand appraisal of, and obtain payment in cash for the “fair value” of, that stockholder’s Shares. Those rights, if the statutory procedures are complied with, could lead to a judicial determination of the fair value (immediately prior to the Effective Time) required to be paid in cash to dissenting Stanley stockholders for their Shares. Any such judicial determination of the fair value of the Shares would not necessarily include any element of value arising from the accomplishment or expectation of the Merger and could be based upon considerations other than, or in addition to, the Merger Consideration and the market value of the Shares, including asset values and the investment value of the Shares.

The value so determined could be more or less than, or the same as, the Offer Price or the Merger Consideration. If any Stanley stockholder who demands appraisal under Section 262 of the DGCL fails to perfect or effectively withdraws or loses his or her right to appraisal and payment under the DGCL, such holder’s Shares will thereupon be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration, without any interest thereon, in accordance with the Merger Agreement. A Stanley stockholder may withdraw his or her demand for appraisal by delivery to CGI-Fairfax of a written withdrawal of his or her demand for appraisal within 60 days after the Effective Time or subsequently with the written approval of the surviving corporation. Failure to follow the steps required by Section 262 of the DGCL for perfecting appraisal rights may result in the loss of such rights.

THE PRESERVATION AND EXERCISE OF APPRAISAL RIGHTS REQUIRE STRICT ADHERENCE TO THE APPLICABLE PROVISIONS OF THE DGCL. FAILURE TO FULLY AND PRECISELY FOLLOW THE STEPS REQUIRED BY SECTION 262 OF THE DGCL FOR THE PERFECTION OF APPRAISAL RIGHTS WILL RESULT IN THE LOSS OF THOSE RIGHTS. THE FOREGOING SUMMARY OF THE RIGHTS OF DISSENTING STOCKHOLDERS UNDER THE DGCL IS NOT A COMPLETE STATEMENT OF THE PROCEDURES TO BE FOLLOWED BY STOCKHOLDERS DESIRING TO EXERCISE ANY APPRAISAL RIGHTS AVAILABLE UNDER THE DGCL AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE DGCL.

APPRAISAL RIGHTS CANNOT BE EXERCISED AT THIS TIME. THE INFORMATION SET FORTH ABOVE IS FOR INFORMATIONAL PURPOSES ONLY WITH RESPECT TO ALTERNATIVES AVAILABLE TO STOCKHOLDERS IF THE MERGER IS CONSUMMATED. STOCKHOLDERS WHO WILL BE ENTITLED TO APPRAISAL RIGHTS IN CONNECTION WITH THE MERGER WILL RECEIVE ADDITIONAL INFORMATION CONCERNING APPRAISAL RIGHTS AND THE PROCEDURES TO BE FOLLOWED IN CONNECTION THEREWITH BEFORE SUCH STOCKHOLDERS HAVE TO TAKE ANY ACTION RELATING THERETO.

The foregoing summary of the rights of stockholders seeking appraisal rights under the DGCL does not purport to be a complete statement of the procedures to be followed by stockholders desiring to exercise any appraisal rights available under the DGCL. The preservation and exercise of appraisal rights require strict adherence to the applicable provisions of the DGCL. If a stockholder withdraws or loses his right to appraisal, such holders’ Shares will be automatically converted in the Merger into, and represent only the right to receive, the price per Share to be paid in the Merger, without interest.

Going Private Transactions. The SEC has adopted Rule 13e-3 under the Exchange Act, which is applicable to certain “going private” transactions and which may under certain circumstances be applicable to the Merger or

another business combination following the purchase of Shares pursuant to the Offer in which CGI-Fairfax seeks to acquire the remaining Shares not held by it. CGI-Fairfax believes that Rule 13e-3 will not be applicable to the Merger because it is anticipated that the Merger will be effected within one year following the consummation of the Offer and, in the Merger, stockholders will receive the same price per Share as paid in the Offer.


13.	Certain Effects of the Offer.

Market for the Shares. The purchase of Shares pursuant to the Offer will reduce the number of holders of Shares and the number of Shares that might otherwise trade publicly, which could adversely affect the liquidity and market value of the remaining Shares held by stockholders other than CGI-Fairfax. CGI-Fairfax cannot predict whether the reduction in the number of Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for, or marketability of, the Shares or whether such reduction would cause future market prices to be greater or less than the Offer Price.

Stock Quotation. The Shares are quoted on NYSE. Depending upon the number of Shares purchased pursuant to the Offer, the Shares may no longer meet the requirements of NYSE for continued listing on NYSE. The rules of NYSE establish certain criteria that, if not met, could lead to the delisting of the Shares from NYSE. Among such criteria are the number of stockholders, the number of shares publicly held and the aggregate market value of the shares publicly held. If, as a result of the purchase of Shares pursuant to the Offer or otherwise, the Shares no longer meet the requirements of NYSE for continued listing and the listing of the Shares is discontinued, the market for the Shares could be adversely affected.

It is possible that the Shares would be traded on other securities exchanges (with trades published by such exchanges), the OTC Bulletin Board or in a local or regional over-the-counter market. The extent of the public market for the Shares would, however, depend upon the number of holders of Shares and the aggregate market value of the Shares remaining at such time, the interest in maintaining a market in the Shares on the part of securities firms, the possible termination of registration of the Shares under the Exchange Act, as described below, and other factors.

Margin Regulations. The Shares are currently “margin securities” under the Regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), which designation has the effect, among other effects, of allowing brokers to extend credit on the collateral of the Shares. Depending upon factors similar to those described above regarding the market for the Shares and stock listings, it is possible that, following the Offer, the Shares would no longer constitute “margin securities” for the purposes of the margin regulations of the Federal Reserve Board and, therefore, could no longer be used as collateral for loans made by brokers.

Exchange Act Registration. The Shares are currently registered under the Exchange Act. Such registration may be terminated upon application of Stanley to the SEC if the Shares are neither listed on a national securities exchange nor held by 300 or more holders of record. Termination of registration of the Shares under the Exchange Act would substantially reduce the information required to be furnished by Stanley to its stockholders and to the SEC and would make certain provisions of the Exchange Act no longer applicable to Stanley, such as the short-swing profit recovery provisions of Section 16(b) of the Exchange Act, the requirement of furnishing a proxy statement pursuant to Section 14(a) of the Exchange Act in connection with stockholders’ meetings and the related requirement of furnishing an annual report to stockholders and the requirements of Rule 13e-3 under the Exchange Act with respect to “going private” transactions. Furthermore, the ability of “affiliates” of Stanley and persons holding “restricted securities” of Stanley to dispose of such securities pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended, may be impaired or eliminated. If registration of the Shares under the Exchange Act were terminated, the Shares would no longer be “margin securities” or be eligible for listing on NYSE. CGI and CGI-Fairfax currently intend to seek to cause Stanley to terminate the registration of the Shares under the Exchange Act as soon after consummation of the Offer as the requirements for termination of registration are met.

Directors and Management. Upon the Offer Closing, CGI-Fairfax intends to exercise its right under the Merger Agreement to designate a number of members of the Stanley Board as will give CGI-Fairfax (subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 thereunder) representation on the Stanley Board equal to at least that number of directors, rounded up to the next whole number, that is the product of (i) the total number of directors on the Stanley Board (giving effect to the directors elected or appointed pursuant to this

sentence) multiplied by (ii) the percentage that (x) the Shares owned by CGI and its subsidiaries (including Shares accepted for payment pursuant to the Offer) bears to (y) the Shares then outstanding. Further, upon the Effective Time and pursuant to the terms of the Merger Agreement, the officers of Stanley immediately prior to the Effective Time will become the officers of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.


14.	Dividends and Distributions.

The Merger Agreement provides that from the date of the Merger Agreement to the Effective Time, without the prior written consent of CGI, Stanley will not, and will not permit its subsidiaries to, declare, set aside or pay any dividends on or make any other distributions in respect of any of its capital stock, except for dividends and distributions by a direct or indirect wholly owned subsidiary of Stanley to such subsidiary’s parent.


15.	Certain Conditions of the Offer.

Notwithstanding any other term of the Offer or the Merger Agreement, CGI-Fairfax shall not be required to, and CGI and CGI-US shall not be required to cause CGI-Fairfax to, accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act (relating to CGI-Fairfax’s obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer), to pay for any Shares tendered pursuant to the Offer, and, to the extent permitted by the Merger Agreement, may amend or terminate the Offer, unless (i) there shall have been validly tendered and not withdrawn prior to the expiration of the Offer that number of Shares that would represent at least a majority of the Fully Diluted Shares (the “Minimum Tender Condition”), (ii) any waiting period under the HSR Act or other Federal, state, local or foreign competition, merger control, antitrust or similar statute, law, code, ordinance, rule or regulation applicable to the purchase of the Shares pursuant to the Offer and the Merger shall have expired or been terminated, (iii) following the filing of a joint voluntary notice with CFIUS pursuant to Exon-Florio, the period of time for any applicable review process by CFIUS under Exon-Florio shall have expired and the President of the United States shall not have taken action to prevent the consummation of the Offer, the Merger or any other transaction contemplated by the Merger Agreement, and CFIUS will have issued a letter stating that it has completed its review and determined that there are no unresolved national security concerns with respect to the transactions contemplated by the Merger Agreement, (iv) DSS shall have approved a plan to operate Stanley’s business pursuant to a FOCI mitigation agreement that does not impose restrictions or conditions requiring changes to the CGI-US Federal SSA (other than “Reasonable Changes”) and does not require a Material Limitation, (v) 60 days shall have elapsed following notice to the Department of State of the transactions contemplated by the Merger Agreement pursuant to ITAR Section 122.4(b) (collectively, the conditions set forth in clauses (ii)-(v) are referred to as the “Governmental Approval Conditions”), or (vi) any of the following events exist on or after May 6, 2010 and prior to the Expiration Date:

(a) there shall be any Federal, state or local, domestic or foreign, statute, law, code, ordinance, rule, regulation, judgment, injunction, order, writ, ruling or decree enacted, enforced, amended, issued, in effect or deemed applicable to the Offer or the Merger, by any Federal, state, local or foreign government or any court of competent jurisdiction, administrative, regulatory or other governmental agency, authority or commission, other governmental authority or instrumentality or any non-governmental self-regulatory agency, authority or commission, domestic or foreign (“Governmental Entity”), the effect of which is to make illegal or otherwise prohibit, enjoin or restrain consummation of the Offer or the Merger;

(b) there shall be instituted or pending any suit, action or proceeding by any Governmental Entity seeking any of the consequences referred to in paragraph (a) above;

(c) since May 6, 2010, there shall have occurred any change, development, event, effect or occurrence (an “Event”) or Events that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (as defined below);

(d) (1) any representation and warranty of Stanley in the Merger Agreement (other than those set forth in the following clause (2)) shall not be true and correct at such time, except to the extent such representation and warranty expressly relates to an earlier date (in which case on and as of such earlier date), other than for such

failures to be true and correct that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (without giving effect to any qualifications and limitations as to “Material Adverse Effect”, “in all material respects”, “in any material respect”, “material” or “materially”), and (2) any representation and warranty of Stanley set forth in Sections 3.01(a), 3.02, 3.03, 3.04 or 3.20 of the Merger Agreement, which sections relate to organization, standing and power, company subsidiaries, equity interests, capital structure, and brokers, schedule of fees and expenses, that is qualified as to materiality shall not be true and correct in all respects, and any such representation and warranties that is not so qualified shall not be true and correct in all material respects, in each case as of such time, except to the extent such representation and warranty expressly relates to an earlier date (in which case on and as of such earlier date);

(e) Stanley shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of Stanley to be performed or complied with by it under the Merger Agreement; or

(f) the Merger Agreement shall have been terminated in accordance with its terms.

The foregoing conditions are in addition to, and not a limitation of, the rights of CGI-Fairfax to extend, terminate and/or modify the Offer pursuant to the terms of the Merger Agreement.

The foregoing conditions are for the benefit of CGI, CGI-US and CGI-Fairfax, may be asserted by CGI, CGI-US and CGI-Fairfax regardless of the circumstances giving rise to any such conditions and may be waived by CGI, CGI-US and CGI-Fairfax in whole or in part at any time and from time to time in their sole discretion (except for the Minimum Tender Condition), in each case, subject to the terms of the Merger Agreement and the applicable rules and regulations of the SEC. The failure by CGI, CGI-US and CGI-Fairfax at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time.

As used in the Merger Agreement and the foregoing conditions, a “Material Adverse Effect” means any Event that (i) has a material adverse effect on the business, condition (financial or otherwise) or results of operations of Stanley and its subsidiaries, taken as a whole, or (ii) prevents or materially delays the consummation of the Offer, the Merger and the other transactions contemplated by the Merger Agreement or the ability of Stanley to perform its obligations under the Merger Agreement in any material respect; provided, however, that none of the following shall be deemed, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or would be, a Material Adverse Effect: any Event (A) generally affecting (1) the industry in which Stanley primarily operates to the extent they do not disproportionately affect Stanley and its subsidiaries, taken as a whole, in relation to other companies in the industry in which Stanley primarily operates or (2) the economy, or financial or capital markets, in the United States or elsewhere in the world to the extent they do not disproportionately affect Stanley and its subsidiaries, taken as a whole, in relation to other companies in the industry in which Stanley primarily operates or (B) to the extent arising or resulting from any of the following: (1) changes in generally accepted accounting principles, (2) any Events directly or indirectly attributable to the announcement or pendency of the Merger Agreement or the anticipated consummation of the Offer, the Merger and the other transactions contemplated by the Merger Agreement (including compliance with the covenants set forth herein and the identity of CGI and CGI-US as the acquiror of Stanley, or any action taken or omitted to be taken by Stanley at the written request or with the prior written consent of CGI, CGI-US or CGI-Fairfax), including the impact thereof on relationships, contractual or otherwise, with employees, customers, subcontractors or partners (it being understood that the exceptions in this subclause (2) shall not apply to that portion of any representation or warranty to the extent that the purpose of such representation or warranty is to address the consequences resulting from the execution and delivery of the Merger Agreement or the consummation of the transactions contemplated by the Merger Agreement or the performance of the obligations or satisfaction of the conditions under the Merger Agreement), (3) acts of war, sabotage or terrorism, or any escalation or worsening of any such acts of war, sabotage or terrorism threatened or underway as of the date of the Merger Agreement to the extent that they do not disproportionately affect Stanley and its subsidiaries, taken as a whole, in relation to other companies in the industry in which Stanley primarily operates, (4) earthquakes, hurricanes, tornados or other natural disasters to the extent that they do not disproportionately affect Stanley and its subsidiaries, taken as a whole, in relation to other companies in the industry in which Stanley primarily operates or (5) any decline in the market price, or change in

trading volume, of the capital stock of Stanley or any failure to meet publicly announced revenue or earnings projections (whether such projections or predictions were made by Stanley or independent third parties) or internal projections (it being understood that, without limiting the applicability of the provisions contained in clause (A) or (B)(1) through (4) above, the cause or causes of any such decline, change or failure may be deemed either alone or in combination with other events to constitute a Material Adverse Effect and may be taken into account in determining whether a Material Adverse Effect has occurred).


16.	Certain Legal Matters; Regulatory Approvals.

General. Except as described in this Section 16 — “Certain Legal Matters; Regulatory Approvals,” based on its examination of publicly available information filed by Stanley with the SEC and other publicly available information concerning Stanley, CGI-Fairfax is not aware of any license or regulatory permit that appears to be material to Stanley’s business that might be adversely affected by CGI-Fairfax’s acquisition of the Shares in the Offer or of any approval or other action by a domestic or foreign governmental, administrative or regulatory agency or authority that would be required for the acquisition and ownership of the Shares by CGI-Fairfax in the Offer. Should any such approval or other action be required, CGI-Fairfax currently contemplates to seek such approval or other action, except as described below under “State Takeover Statutes.” Except as otherwise described in this Offer to Purchase, although CGI-Fairfax does not presently intend to delay the acceptance for payment of or payment for Shares tendered in the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that failure to obtain any such approval or other action might not result in consequences adverse to Stanley’s business or that certain parts of Stanley’s business might not have to be disposed of or other substantial conditions complied with in the event that such approvals were not obtained or such other actions were not taken or in order to obtain any such approval or other action. If certain types of adverse action specified in the Merger Agreement are taken with respect to the matters discussed below, CGI-Fairfax could, under certain conditions, elect to terminate the Offer without the purchase of Shares thereunder. See “The Tender Offer — Section 15 — Certain Conditions of the Offer.”

State Takeover Statutes. A number of states (including Delaware, where Stanley is incorporated) have adopted laws that purport, to varying degrees, to apply to attempts to acquire securities of corporations that are incorporated in, or that have substantial assets, stockholders, principal executive offices or principal places of business in those states or whose business operations otherwise have substantial economic effects in such states. Stanley, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted such laws. To the extent that certain provisions of these laws purport to apply to the Offer or the Merger, we believe that there are reasonable bases for contesting the application of such laws, including potential arguments as to their constitutionality. In 1982, in Edgar v. MITE Corp., the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. However, in 1987, in CTS Corp. v. Dynamics Corp. of America, the Supreme Court held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated in, and has a substantial number of stockholders in, the state. Subsequently, in TLX Acquisition Corp. v. Telex Corp., a U.S. Federal District court in Oklahoma ruled that the Oklahoma statutes were unconstitutional as applied to corporations incorporated outside Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in Tyson Foods, Inc. v. McReynolds, a U.S. Federal District court in Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In 1988, a U.S. Federal District court in Florida held, in Grand Metropolitan PLC v. Butterworth, that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of Florida.

Section 203 of the DGCL prevents certain “business combinations” with an “interested stockholder” (generally, any person who owns or has the right to acquire 15% or more of a corporation’s outstanding voting stock) for a period of three years following the time such person became an interested stockholder, unless, among

other things, prior to the time the interested stockholder became such, the board of directors of the corporation approved either the business combination or the transaction in which the interested stockholder became such. Pursuant to Stanley’s Restated Certificate of Incorporation, Stanley has opted out of Section 203 of the DGCL, and therefore the restrictions contained in Section 203 of the DGCL will not apply to CGI or CGI-Fairfax or with respect to or as a result of the Offer, the Merger or the transactions contemplated by the Merger Agreement.

CGI-Fairfax is not aware of any other state takeover laws or regulations which are applicable to the Offer or the Merger and has not attempted to comply with any other state takeover laws or regulations. If any government official or third party should seek to apply any state takeover law to the Offer or the Merger or other business combination between CGI-Fairfax or any of its affiliates and Stanley, CGI-Fairfax will take such action as then appears desirable, which action may include challenging the applicability or validity of such statute in appropriate court proceedings. In the event it is asserted that one or more state takeover statutes is applicable to the Offer or the Merger and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or the Merger, CGI-Fairfax might be required to file certain information with, or to receive approvals from, the relevant state authorities or holders of Shares, and CGI-Fairfax might be unable to accept for payment or pay for Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer or the Merger. In that case, CGI-Fairfax may not be obligated to accept for purchase, or pay for, any Shares tendered. See “The Tender Offer — Section 15 — Certain Conditions of the Offer.”

United States Antitrust Compliance. Under the HSR Act, and the related rules and regulations that have been issued by the Federal Trade Commission (the “FTC”), certain acquisition transactions may not be consummated until certain information and documentary material has been furnished for review by the FTC and the Antitrust Division of the Department of Justice (the “Antitrust Division”) and certain waiting period requirements have been satisfied. These requirements apply to CGI-Fairfax’s acquisition of the Shares in the Offer and the Merger.

Under the HSR Act, the purchase of Shares in the Offer may not be completed until the expiration of a 15-calendar day waiting period which begins when CGI has filed a Premerger Notification and Report Form under the HSR Act with the FTC and the Antitrust Division, unless such waiting period is earlier terminated by the FTC and the Antitrust Division. If the 15-calendar day waiting period expires on a U.S. Federal holiday or weekend day, the waiting period is automatically extended until 11:59 p.m. the next business day. On May 18, 2010, each of CGI and Stanley filed a Premerger Notification and Report Form under the HSR Act with the FTC and the Antitrust Division in connection with the purchase of Shares in the Offer and the Merger. The required waiting period with respect to the Offer and the Merger will expire at 11:59 p.m., New York City time, on or about June 2, 2010, unless earlier terminated by the FTC and the Antitrust Division, or CGI receives a request for additional information or documentary material prior to that time. If within the 15-calendar day waiting period either the FTC or the Antitrust Division requests additional information or documentary material from CGI, the waiting period with respect to the Offer and the Merger would be extended for an additional period of 10-calendar days following the date of CGI’s substantial compliance with that request. Only one extension of the waiting period pursuant to a request for additional information is authorized by the HSR Act rules. After that time, the waiting period may be extended only by court order. The FTC or the Antitrust Division may terminate the additional 10-calendar day waiting period before its expiration. In practice, complying with a request for additional information and documentary material can take a significant period of time.

The FTC and the Antitrust Division may scrutinize the legality under the antitrust laws of proposed transactions such as CGI-Fairfax’s acquisition of Shares in the Offer and the Merger. At any time before or after the purchase of Shares by CGI-Fairfax, the FTC or the Antitrust Division could take any action under the antitrust laws that it either considers necessary or desirable in the public interest, including seeking to enjoin the purchase of Shares in the Offer and the Merger, the divestiture of Shares purchased in the Offer or the divestiture of substantial assets of CGI, Stanley or any of their respective subsidiaries or affiliates. Private parties as well as state attorneys general also may bring legal actions under the antitrust laws under certain circumstances.

Other Foreign Laws. Stanley and CGI and certain of their respective subsidiaries conduct business in several foreign countries where regulatory filings or approvals may be required or desirable in connection with the consummation of the Offer or the Merger. CGI and Stanley are analyzing the applicability of any such laws and currently intend to take such action as may be required or desirable.

Exon-Florio. Exon-Florio empowers the President of the United States to prohibit or suspend an acquisition of, or investment in, a U.S. company by a “foreign person” if the President, after investigation, determines that the foreign person’s control threatens to impair the national security of the United States and that other provisions of existing law do not provide adequate and appropriate authority to protect U.S. national security. CFIUS has delegated the authority to receive notices of proposed transactions, determine when an investigation is warranted, conduct investigations and submit recommendations to the President to suspend or prohibit the completion of transactions or to require divestitures of completed transactions.

A party or parties to a transaction may, but are not required to, submit to CFIUS a voluntary notice of the transaction. CFIUS also has the power to initiate reviews on its own in the absence of a voluntary notification. CFIUS has 30 calendar days from the date after it accepts the submission to review the transaction and decide whether to initiate an additional 45-day investigation. Most reviews are completed with a letter from CFIUS stating that it has determined that there were no unresolved national security concerns. If CFIUS decides to initiate an investigation, it has 45 calendar days in which to prepare its recommendations to the President of the United States, who must then decide within 15 calendar days whether to block the transaction. Under the Foreign Investment and National Security Act of 2007, CFIUS is required to conduct a full 45-day investigation of any case in which an entity controlled by or acting on behalf of a foreign government is engaged in an acquisition that could affect national security, unless the Secretary of the Treasury and the lead agency in the review determine there are no threats to national security.

On May 12, 2010, CGI-US and Stanley submitted a preliminary notice of the merger to CFIUS, in accordance with the regulations implementing Exon-Florio, and CGI-US and Stanley submitted a final notice of the merger to CFIUS on May 18, 2010. CGI-US and CGI-Fairfax intend to work with the U.S. government to ensure that U.S. national security interests are protected. Although CGI-US and CGI-Fairfax do not believe an investigation of, or recommendation to block, the Offer or the Merger by CFIUS is warranted under the standards of Exon-Florio, CFIUS and the President of the United States have considerable discretion to conduct investigations and block transactions under Exon-Florio. While CGI-Fairfax believes that the Offer does not raise national security issues requiring investigation by CFIUS, there can be no assurance that an investigation of the Offer under Exon-Florio will not be initiated or, if an investigation is conducted, what the result will be.

Industrial Security. Stanley performs a variety of services for the U.S. government that the government regulates on national security grounds and that require access to classified information, including “proscribed information” (i.e., Top Secret, Sensitive Compartmented Information. Restricted Data, Special Access Program, and Communication Security (except classified keys used for data transfer)). Accordingly, Stanley has obtained a Facility Security Clearance (“FCL”) pursuant to the NISPOM. The NISPOM requires companies with an FCL to notify DSS in advance of any intended sale or transfer to a foreign person of ownership or control. In connection with the Offer, Stanley notified DSS and is working with DSS to ensure that CGI-Fairfax’s current FOCI mitigation agreement meets the requirements of the NISPOM for purposes of the Offer and the Merger.

Further, U.S. law provides that a Department of Defense contract or Department of Energy contract under a national security program cannot be awarded to an entity controlled by a foreign government if it is necessary for that entity to have access to information in a proscribed category in order to perform the contract. This prohibition may be waived by the Secretary of Defense or the Secretary of Energy, as the case may be, if the Secretary determines that award is essential to the national security.

ITAR. Stanley performs a variety of services for the United States military categorized as defense services and, accordingly, Stanley is registered with DDTC, as a manufacturer and exporter of items that are controlled under ITAR. ITAR requires registered companies to notify DDTC at least 60 days in advance of any intended sale or transfer to a foreign person of ownership or control of a registered company or any subsidiary thereof. In connection with the Offer, Stanley filed a notification with DDTC on May 7, 2010 and will comply with other applicable requirements of ITAR. While CGI-US and CGI-Fairfax do not believe that the Offer or the Merger should raise significant issues or concerns with the Department of State relating to activities controlled by ITAR, there can be no assurance that the U.S. government will not seek to challenge the Offer, require divestiture of certain businesses or impose restrictions on the Offer, the Merger or the conduct of the business following consummation of the Offer or the Merger.


17.	Fees and Expenses.

Deutsche Bank Securities Inc. is acting as Dealer Manager (in such capacity, the “Dealer Manager”) in connection with the Offer and is acting as financial advisor to CGI in connection with the proposed acquisition of Stanley, for which services it will receive customary compensation. CGI has agreed to reimburse the Dealer Manager for certain expenses, including certain fees and expenses of legal counsel retained by the Dealer Manager, incurred in connection with its engagement, and to indemnify the Dealer Manager and certain related parties against certain liabilities and expenses arising in connection with its engagements, including certain liabilities under U.S. Federal securities laws. In the ordinary course of business, including their trading and brokerage operations and in a fiduciary capacity, Deutsche Bank Securities Inc. and its affiliates may actively trade the securities of CGI and/or Stanley for their own account or for the account of their customers and, accordingly, may hold positions, both long and short, in CGI and/or Stanley’s securities, including the Shares. As a result, the Dealer Manager and its affiliates at any time may own certain of CGI’s and/or Stanley’s equity securities, including the Shares. In addition, the Dealer Manager may tender Shares into the Offer for its or their own account.

CGI and CGI-Fairfax have retained Laurel Hill Advisory Group to be the Information Agent (the “Information Agent”) and Computershare Investor Services Inc. to be the Depositary in connection with the Offer. The Information Agent may contact holders of Shares by mail, telephone, telecopy and personal interview and may request brokers, bankers and other nominees to forward materials relating to the Offer to beneficial owners of Shares.

The Information Agent and the Depositary each will receive reasonable or customary compensation for their respective services in connection with the Offer, will be reimbursed for reasonable or customary expenses and will be indemnified against certain liabilities and expenses in connection therewith, including certain liabilities under U.S. Federal securities laws.

Neither CGI, CGI-US nor CGI-Fairfax will pay any fees or commissions to any broker or dealer or to any other person (other than to the Depositary, the Dealer Manager and the Information Agent) in connection with the solicitation of tenders of Shares pursuant to the Offer. Brokers, bankers and other nominees will, upon request, be reimbursed by CGI-Fairfax for customary mailing and handling expenses incurred by them in forwarding offering materials to their customers.


18.	Miscellaneous.

The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In those jurisdictions where applicable laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of CGI-Fairfax by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by CGI-Fairfax.

No person has been authorized to give any information or to make any representation on behalf of CGI, CGI-US or CGI-Fairfax not contained herein or in the Letter of Transmittal, and, if given or made, such information or representation must not be relied upon as having been authorized. No broker, dealer, bank, trust company, fiduciary or other person will be deemed to be the agent of CGI-Fairfax, the Depositary, the Dealer Manager or the Information Agent for the purpose of the Offer.

CGI-Fairfax has filed with the SEC a Tender Offer Statement on Schedule TO pursuant to Rule 14d-3 under the Exchange Act, together with exhibits furnishing certain additional information with respect to the Offer, and may file amendments thereto. In addition, Stanley has filed with the SEC a Schedule 14D-9, together with exhibits, pursuant to Rule 14d-9 under the Exchange Act, setting forth the recommendation of the Stanley Board with respect to the Offer and the reasons for such recommendation and furnishing certain additional related information. A copy of such documents, and any amendments thereto, may be examined at, and copies may be obtained from, the SEC in the manner set forth under “The Tender Offer — Section 7 — Certain Information Concerning Stanley” above.

CGI Fairfax Corporation

May 20, 2010

SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS OF

CGI GROUP INC., CGI FEDERAL INC. AND CGI FAIRFAX CORPORATION

1. Directors and Executive Officers of CGI. The following table sets forth the name, present principal occupation or employment and past material occupations, positions, offices or employment for at least the past five years for each director of CGI and the name, present principal occupation or employment and past material occupations, positions, offices or employment for at least the past five years for each executive officer of CGI. Unless otherwise indicated, (a) each such person is a citizen of Canada, and (b) the business address of each such person is c/o CGI Group Inc., 1130 Sherbrooke Street West, 7th Floor, Montreal, Québec, Canada H3A 2M8.


		Present Principal Occupation or Employment;
Name		Material Positions Held During the Past Five Years

Claude Boivin		Director. Mr. Boivin held a number of senior positions at Hydro-Québec and was President and Chief Operating Officer when he retired in 1992. Mr. Boivin is also a director of Héroux Devtek Inc., GLV Inc. and Boralex Power Income Fund.

Bernard Bourigeaud		Director. Mr. Bourigeaud is a citizen of France. Mr. Bourigeaud has been Chairman of BJB Consulting, a CEO to CEO consultancy business, since before 2005. Until September 2007, Mr. Bourigeaud was Chairman and CEO of Atos Origin S.A., a leading global IT services company that he founded in November 2000. Mr. Bourigeaud is also a member of the Supervisory Board of ADVA Optical Networking, a publicly-traded company listed on the Frankfurt Stock Exchange.

Jean Brassard		Director. Mr. Brassard joined CGI in 1978 as a Vice-President. He was, until he retired in 2000, President and Chief Operating Officer of CGI.

Robert Chevrier		Director. Mr. Chevrier has been President of Roche Management Co. Inc., a holding and investment company, since before 2005. A chartered accountant, he was previously Chairman and Chief Executive Officer of Rexel Canada Inc. (formerly Westburne Inc.), a distributor of electric products, from November 1993 until January 2001. Mr. Chevrier is also a director of Bank of Montreal, Cascades Inc., Richelieu Hardware Ltd., and Compagnie de Saint-Gobain.

Dominic D’Alessandro		Director. Mr. D’Alessandro is currently retired. He was President and Chief Executive Officer of Manulife Financial Corporation, an insurance and financial company, from 1994 until 2009.

Thomas P. d’Aquino		Director. Mr. d’Aquino served as Chief Executive and President of the Canadian Council of Chief Executives from 1981 to December 31, 2009, when he retired from that position and joined Gowlings, a leading Canadian law firm, as senior counsel and Chair of its Business Strategy and Public Policy Group. He is also Chairman and Chief Executive of Intercounsel Ltd., a private company engaged in providing strategic solutions and in advancing transformational change. In addition to serving as Chairman of the National Gallery of Canada Foundation, Mr. d’Aquino serves on the Board of Directors of Manulife Financial Corporation, an insurance and financial company, and Coril Holdings Ltd., a company engaged in global securities management, railroad maintenance of way and manufacturing, real estate development, property management, trustee services, custodianship and mining exploration and development.

I-1


		Present Principal Occupation or Employment;
Name		Material Positions Held During the Past Five Years



Paule Doré		Director. Mrs. Doré joined CGI in 1990 as Vice-President Communications and Human Resources, and was Executive Vice-President and Chief Corporate Officer and Secretary until September of 2006 when she assumed the role of Advisor to the Founder and Executive Chairman, a position she held until her retirement in August of 2009. Mrs. Doré is also a director of AXA Canada. Mrs. Doré is also a member of the Board of Directors of Cogeco Inc., a publicly-traded company listed on the Toronto Stock Exchange.

Richard B. Evans		Director. In 2009, Mr. Evans retired as an Executive Director of London-based Rio Tinto plc and Melbourne-based Rio Tinto Ltd. He was Chief Executive of Rio Tinto Alcan from October 2007 until February 2009, and served as special adviser to the company until December 2009. Prior to that he was President and Chief Executive Officer of Alcan Inc. until its acquisition by Rio Tinto in October of 2007. In March 2010, Mr. Evans was appointed an independent director of Noranda Aluminum Holding Company. In May 2010, Noranda Aluminum Holding Company completed a partial initial public offering and is now publicly traded on the New York Stock Exchange. He is now Chairman of the Board of AbitibiBowater, a leading forest products company based in Montreal.

Serge Godin		Executive Chairman of the Board. Mr. Godin cofounded CGI in 1976 and became its first President, a position he held until April 22, 2002. Mr. Godin was Chief Executive Officer of CGI until January 31, 2006.

André Imbeau		Executive Vice-Chairman of the Board and Corporate Secretary. Mr. Imbeau co-founded CGI in 1976 and was, until July 2006, Executive-Vice-President and Chief Financial Officer.

David L. Johnston		Director. Mr. Johnston is President and Vice-Chancellor of the University of Waterloo following 15 years as Principal and Vice-Chancellor of McGill University. He is also a director of Masco Corporation, Fairfax Financial Holdings Limited and Arise Technologies Inc. and is a Founding Trustee of the MasterCard Foundation.

Gilles Labbé		Director. Since June 2000, Mr. Labbé has been President, Chief Executive Officer and a director, of Héroux Devtek Inc., an aerospace and industrial products manufacturer.

Eileen A. Mercier		Director. Mrs. Mercier is Chair of the Board of Directors of the Ontario Teachers Pension Plan and a director of ING Bank of Canada, Intact Insurance Company, and Teekay Shipping Corp.

Michael E. Roach		Director. Mr. Roach was appointed President and Chief Executive Officer of CGI on January 31, 2006. From 2002 to 2006, Mr. Roach was President and Chief Operating Officer of CGI.

R. David Anderson		Mr. Anderson joined CGI in 1998. He became Senior Vice-President and Corporate Controller in 2001 and is currently Executive Vice-President and Chief Financial Officer.

André J. Bourque		Mr. Bourque joined CGI in 1999 and is currently Executive Vice-President and Chief Legal Officer.

I-2


		Present Principal Occupation or Employment;
Name		Material Positions Held During the Past Five Years



Donna Morea		Ms. Morea joined CGI in 2004 and is currently President U.S., India, Europe and Asia. Ms. Morea is a citizen of the United States of America, and her business address is c/o CGI Federal Inc., 12601 Fair Lakes Circle, Fairfax, Virginia 22033.

Luc Pinard		Mr. Pinard joined CGI in 1978 and is currently Executive Vice-President and Chief Technology and Quality Officer.

Daniel Rocheleau		Mr. Rocheleau joined CGI in 1985 and is currently Executive Vice-President and Chief Business Engineering Officer.

Claude Séguin		Mr. Séguin joined CGI in 2003 and is currently Senior Vice-President, Corporate Development and Strategic Investments.

2. Directors and Executive Officers of CGI-US. The following table sets forth the name, present principal occupation or employment and past material occupations, positions, offices or employment for at least the past five years for each director of CGI-US and the name, citizenship, business address, business phone number, present principal occupation or employment and past material occupations, positions, offices or employment for at least the past five years for each executive officer of CGI-US. Unless otherwise indicated, (a) each such person is a citizen of the United States of America, and (b) the current business address of each person is c/o CGI Federal Inc., 12601 Fair Lakes Circle, Fairfax, Virginia 22033.


		Present Principal Occupation or Employment;
Name		Material Positions Held During the Past Five Years

Paul V. Lombardi		Chairman of the Board. Mr. Lombardi is also Chairman of the CGI-US Federal SSA Board. He currently works as a consultant to the federal contracting community and is the former Chief Executive Officer and President of DynCorp International, where he served from 1997 until its sale to Computer Sciences Corporation (CSC) in 2004. He also previously served as Chairman of the Professional Services Council. Mr. Lombardi is a member of several boards of directors and advisors, including NCI Information Systems, Vangent, Inc., Northern Virginia Technology Council and George Mason University School of Engineering and Information Technology.

William Schneider, Jr.		Director. Mr. Schneider has served as President of International Planning Services, Inc. since 1986, and is also on the CGI-US Federal SSA Board. Mr. Schneider is a member of several boards of directors, including BAE Systems, Inc., Evans & Sutherland Computer Corp., Inc., Finmeccanica North America, Inc./DRS Technologies, Inc., MBDA USA, Inc., Meggitt USA, Inc., Selex Galileo, Inc. and WorldSpace, Inc.

George Schindler		Director. President. Mr. Schindler joined CGI-US in 2004 as a Senior Vice President and, since 2006, has served as the President of CGI-US.

James B. Peake		Director. Senior Vice President. Dr. Peake joined CGI-US in 2009 as a director and, in December 2009, became Senior Vice President. Prior to joining CGI-US, Dr. Peake served as Secretary of Veterans Affairs from 2007 to 2009. From 2006 to 2007, he was Chief Medical Officer/Chief Operating Officer of QTC Management, Inc., one of the largest private providers of government-outsourced occupational health and disability examination services in the United States, and from 2004 to 2006, he served as Executive Vice President of Project HOPE, a not-for-profit international humanitarian organization.

I-3


		Present Principal Occupation or Employment;
Name		Material Positions Held During the Past Five Years



R. David Anderson		Director. Mr. Anderson is a citizen of Canada, and his business address is c/o CGI Group Inc., 1130 Sherbrooke Street West, 7th Floor, Montreal, Québec, Canada H3A 2M8. Mr. Anderson joined CGI in 1998. He became Senior Vice-President and Corporate Controller in 2001 and is currently Executive Vice-President and Chief Financial Officer of CGI.

Donna Ryan		Director. Senior Vice President. Ms. Ryan joined CGI-US in 2004 as Vice President.

Donna S. Morea		Director. President, U.S., India and Europe. Ms. Morea joined CGI-US in 2004 as President of U.S. Operations.

Michael E. Roach		Director. Mr. Roach is a citizen of Canada, and his business address is c/o CGI Group Inc., 1130 Sherbrooke Street West, 7th Floor, Montreal, Québec, Canada H3A 2M8.

Joseph C. Figini		Director. Mr. joined CGI-US in 2004 as Vice President and General Counsel, U.S. Operations, and is currently Senior Vice President and General Counsel of CGI Technologies and Solutions Inc.

Scott Pfost		Director. Controller. Mr. Pfost joined CGI-US in 2005 as Director of Finance.

Christina Marchione		Vice President, Secretary of the Board of Directors. Ms. Marchione joined CGI-US in 2004.

Scott A. Nadeau		Facility Security Officer and Technology Control Officer. Mr. Nadeau joined CGI-US in 2007 as Assistant Facility Security Officer. Prior to joining CGI-US, Mr. Nadeau served as a security specialist for Accenture National Security Services, LLC from 2004 to 2006, and as Assistant Facility Security Officer from 2006 to 2007.

3. Directors and Executive Officers of CGI-Fairfax. The following table sets forth the name, present principal occupation or employment and past material occupations, positions, offices or employment for at least the past five years for each director of CGI-Fairfax and the name, citizenship, business address, business phone number, present principal occupation or employment and past material occupations, positions, offices or employment for at least the past five years for each executive officer of CGI-Fairfax. Unless otherwise indicated, (a) each such person is a citizen of the United States of America, and (b) the current business address of each person is c/o CGI Federal Inc., 12601 Fair Lakes Circle, Fairfax, Virginia 22033.


		Present Principal Occupation or Employment;
Name		Material Positions Held During the Past Five Years*

George Schindler		Director. President.

James B. Peake		Director. Senior Vice President.

Donna Ryan		Director.

Scott Pfost		Treasurer.

Christina Marchione		Secretary.


*		See descriptions above in CGI-US.

I-4

The Letter of Transmittal and certificates evidencing Shares and any other required documents should be sent or delivered by each stockholder or its, his or her broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of its addresses set forth below:

The Depositary for the Tender Offer is:

COMPUTERSHARE INVESTOR SERVICES INC.


*If delivering by mail:*		*If delivering by registered mail or by courier:*
P.O. Box 7021 31 Adelaide Street East Toronto, Ontario M5C 3H2 Attn: Corporate Actions		100 University Avenue 9^th Floor Toronto, Ontario M5J 2Y1 Attn: Corporate Actions

The US Forwarding Agent for the Tender Offer is:

COMPUTERSHARE TRUST COMPANY, N.A.

By registered mail, hand or courier:

250 Royall Street

Suite V

Canton, Massachusetts 02021

Attn: Corp. Act. CPU Canada

Toll Free: 1-800-564-6253

Questions or requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth below. Additional copies of this Offer to Purchase, the Notice of Guaranteed Delivery and the Letter of Transmittal may be obtained from the Information Agent at the address and telephone numbers set forth below. Stockholders may also contact their broker, dealer, commercial bank or trust company for assistance concerning the Offer.

The Information Agent for the Tender Offer is:

Laurel Hill Advisory Group

100 Wall Street, 22nd floor

New York, New York 10005

Banks and Brokerage Firms, Please Call:

(917) 338-3181

Stockholders and All Others, Call Toll-Free:

(888) 742-1305

e-mail: jeinsidler@laurelhill.com

The Dealer Manager for the Tender Offer is:

Deutsche Bank Securities

Mailstop: NYC60-4515

Attention: Rama Ramabadran

60 Wall Street

New York, New York 10005

EX-99.(A)(1)(B) 3 m62094toexv99wxayx1yxby.htm EX-99.(A)(1)(B) Exhibit (a)(1)(B)

Exhibit (a)(1)(B)

Letter of Transmittal
To Tender Shares of Common Stock
of
STANLEY, INC.
at
$37.50 NET PER SHARE
Pursuant to the Offer to Purchase
Dated May 20, 2010
by
CGI FAIRFAX CORPORATION
a wholly owned subsidiary of
CGI FEDERAL INC.
an indirect wholly owned subsidiary of
CGI GROUP INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, JUNE 17, 2010, UNLESS THE OFFER IS EXTENDED.

The Depositary for the Tender Offer is:

COMPUTERSHARE INVESTOR SERVICES INC.


*If delivering by mail:*		*If delivering by registered mail or by courier:*
P.O. Box 7021		100 University Avenue
31 Adelaide Street East		9^th Floor
Toronto, Ontario		Toronto, Ontario
M5C 3H2		M5J 2Y1
Attn: Corporate Actions		Attn: Corporate Actions

The US Forwarding Agent for the Tender Offer is:

COMPUTERSHARE TRUST COMPANY, N.A.
By Registered Mail, Hand or Courier:
250 Royall Street
Suite V
Canton, Massachusetts 02021
Attn: Corp. Act. CPU Canada

DESCRIPTION OF SHARES TENDERED

Name(s) and Address(es) of Registered Holder(s)

(Please fill in, if Blank, Exactly as

Shares Tendered

Name(s) Appear(s) on Certificate(s))

(Attach Additional Signed List, if Necessary)

Certificate

Total Number of

Total Numbers of

Number(s)(1)

Shares Represented

Shares

By Certificate(s)(1)

Tendered(2)

Total Shares:

(1) Need not be completed by stockholders tendering by book-entry transfer.

(2) Unless otherwise indicated, it will be assumed that all Shares described above are being tendered. See Instruction 4.

Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery to the Depositary. You must sign this Letter of Transmittal in the appropriate space provided therefor below, with signature guarantee if required, and complete either the Substitute Form W-9 set forth below, or an applicable IRS Form W-8, if required. The instructions set forth in this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed.

The Offer (as defined below) is not being made to (nor will tender of Shares be accepted from or on behalf of) stockholders in any jurisdiction where it would be illegal to do so.

This Letter of Transmittal is to be used by stockholders of Stanley, Inc. (the “Company”), if certificates for Shares (as defined below) are to be forwarded herewith or, unless an Agent’s Message (as defined in “The Tender Offer — Section 2 — Acceptance for Payment and Payment for Shares” in the Offer to Purchase) is utilized, if delivery of Shares is to be made by book-entry transfer to an account maintained by the Depositary at the Book-Entry Transfer Facility (as defined in “The Tender Offer — Section 2 — Acceptance for Payment and Payment for Shares” in the Offer to Purchase and pursuant to the procedures set forth in “The Tender Offer — Section 3 — Procedures for Accepting the Offer and Tendering Shares” therein).

Stockholders whose certificates for Shares (“Share Certificates”) are not immediately available, or who cannot complete the procedure for book-entry transfer on a timely basis, or who cannot deliver all other required documents to the Depositary prior to the Expiration Date (as defined in “The Tender Offer — Section 1 — Terms of the Offer” in the Offer to Purchase), must tender their Shares according to the guaranteed delivery procedure set forth in “The Tender Offer — Section 3 — Procedures for Accepting the Offer and Tendering Shares” in the Offer to Purchase in order to participate in the Offer. See Instruction 2. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary.

Additional Information if Shares Have Been Lost, Are Being Delivered By Book-Entry Transfer or
Are Being Delivered Pursuant to a Previous Notice of Guaranteed Delivery

If any Share Certificate you are tendering with this Letter of Transmittal has been lost, stolen, destroyed or mutilated you should contact Computershare Trust Company, N.A., as Transfer Agent, at 250 Royall Street, Canton, Massachusetts 02021 (Telephone No. (781) 575-4238), regarding the requirements for replacement. You may be required to post a bond to secure against the risk that the Share Certificates may be subsequently recirculated. You are urged to contact the Transfer Agent immediately in order to receive further instructions, for a determination of whether you will need to post a bond and to permit timely processing of this documentation. See Instruction 11.


o	Check here if tendered Shares are being delivered by book-entry transfer made to an account maintained by the Depositary with the Book-Entry Transfer Facility and complete the following (only financial institutions that are participants in the system of any Book-Entry Transfer Facility may deliver Shares by book-entry transfer):


	Name of Tendering Institution


	DTC Account Number


	Transaction Code Number


o	Check here if tendered Shares are being delivered pursuant to a Notice of Guaranteed Delivery previously sent to the Depositary and complete the following:


	Name(s) of Tendering Stockholder(s)


	Date of Execution of Notice of Guaranteed Delivery


	Name of Eligible Institution that Guaranteed Delivery


	If Delivery is by Book-Entry Transfer, Provide the Following


	Account Number


	Transaction Code Number

NOTE: SIGNATURES MUST BE PROVIDED BELOW

PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

The undersigned hereby tenders to CGI Fairfax Corporation, a Delaware corporation (the “CGI-Fairfax”) and a wholly owned subsidiary of CGI Federal Inc., a Delaware corporation, and indirect wholly owned subsidiary of CGI Group Inc., a corporation organized under the laws of the Province of Québec, Canada, the above described shares of common stock, par value $0.01 per share (the “Shares”), of Stanley, Inc., a Delaware corporation (the “Company”), pursuant to CGI-Fairfax’s offer to purchase (the “Offer”) all outstanding Shares, at a purchase price of $37.50 per Share net to the seller in cash, without interest and less any required withholding taxes (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 20, 2010 (the “Offer to Purchase”), and in this Letter of Transmittal.

Upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms of any such extension or amendment), and effective upon acceptance for payment of the Shares tendered herewith in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to or upon the order of CGI-Fairfax all right, title and interest in and to all of the Shares that are being tendered hereby (and any and all dividends, distributions, rights, other Shares or other securities issued or issuable in respect thereof on or after the date hereof (collectively, “Distributions”)) and irrevocably constitutes and appoints Computershare Investor Services Inc. (the “Depositary”) the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares (and any and all Distributions), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver certificates for such Shares (and any and all Distributions) or transfer ownership of such Shares (and any and all Distributions) on the account books maintained by the Book-Entry Transfer Facility, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of CGI-Fairfax, (ii) present such Shares (and any and all Distributions) for transfer on the books of the Company and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and any and all Distributions), all in accordance with the terms of the Offer.

By executing this Letter of Transmittal, the undersigned hereby irrevocably appoints George Schindler and Joseph C. Figini, and each of them, and any other designees of CGI-Fairfax, the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, (i) to vote at any annual or special meeting of the Company’s stockholders or any adjournment or postponement thereof or otherwise in such manner as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to, (ii) to execute any written consent concerning any matter as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to, and (iii) to otherwise act as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to, all of the Shares (and any and all Distributions) tendered hereby and accepted for payment by CGI-Fairfax. This appointment will be effective if and when, and only to the extent that, CGI-Fairfax accepts such Shares for payment pursuant to the Offer. This power of attorney and proxy are irrevocable and are granted in consideration of the acceptance for payment of such Shares in accordance with the terms of the Offer. Such acceptance for payment shall, without further action, revoke any prior powers of attorney and proxies granted by the undersigned at any time with respect to such Shares (and any and all Distributions), and no subsequent powers of attorney, proxies, consents or revocations may be given by the undersigned with respect thereto (and, if given, will not be deemed effective). CGI-Fairfax reserves the right to require that, in order for the Shares to be deemed validly tendered, immediately upon CGI-Fairfax’s acceptance for payment of such Shares, CGI-Fairfax must be able to exercise full voting, consent and other rights with respect to such Shares (and any and all Distributions), including voting at any meeting of the Company’s stockholders.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares tendered hereby (and any and all Distributions) and that, when the same are accepted for payment by CGI-Fairfax, CGI-Fairfax will acquire good, marketable and unencumbered title to such Shares (and any and all Distributions), free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claims. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or CGI-Fairfax to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby (and any and all Distributions). In addition, the undersigned shall remit and transfer promptly to the Depositary for the account of CGI-Fairfax all Distributions in respect of the Shares tendered hereby, accompanied by appropriate documentation of transfer, and, pending such remittance and transfer or appropriate assurance thereof, CGI-Fairfax shall be entitled to all rights and privileges as owner of each such Distribution and may deduct from the purchase price of the Shares tendered hereby the amount or value of such Distribution as determined by CGI-Fairfax in its sole discretion.

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

The undersigned understands that the valid tender of Shares pursuant to any of the procedures described in the Offer to Purchase and in the Instructions hereto will constitute a binding agreement between the undersigned and CGI-Fairfax upon the terms of and subject to the conditions to the Offer (and if the Offer is extended or amended, the terms of or the conditions to any such extension or amendment).

Unless otherwise indicated under “Special Payment Instructions,” please issue the check for the purchase price of all of the Shares purchased and, if appropriate, return any certificates for the Shares not tendered or accepted for payment in the name(s) of the registered holder(s) appearing above under “Description of Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the purchase price of all of the Shares purchased and, if appropriate, return any certificates for the Shares not tendered or not accepted for payment (and any accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing above under “Description of Shares Tendered.” In the event that the boxes entitled “Special Payment Instructions” and “Special Delivery Instructions” are both completed, please issue the check for the purchase price of all Shares purchased and, if appropriate, return any certificates evidencing Shares not tendered or not accepted for payment (and any accompanying documents, as appropriate) in the name(s) of, and deliver such check and, if appropriate, return any such certificates (and any accompanying documents, as appropriate) to, the person(s) so indicated. Unless otherwise indicated herein in the box entitled “Special Payment Instructions,” please credit any Shares tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at the Book-Entry Transfer Facility designated above. The undersigned recognizes that CGI-Fairfax has no obligation, pursuant to the “Special Payment Instructions,” to transfer any Shares from the name of the registered holder thereof if CGI-Fairfax does not accept for payment any of the Shares so tendered.

SPECIAL PAYMENT INSTRUCTIONS

(See Instructions 1, 5, 6 and 7)

To be completed ONLY if the check for the purchase price of Shares accepted for payment and/or certificates for Shares not tendered or not accepted are to be issued in the name of someone other than the undersigned.

Issue Check and/or Certificates to:


Name:

(Please Print)


Address:

(Include Zip Code)

(Taxpayer Identification or Social Security No.)
(Also Complete Substitute W-9 Below)

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 1, 5, 6 and 7)

To be completed ONLY if the check for the purchase price of Shares accepted for payment and/or certificates for Shares not tendered or not accepted are to be mailed to someone other than the undersigned or to the undersigned at an address other than that shown above.

Mail Check and/or Certificates to:


Name:

(Please Print)


Address:

(Include Zip Code)

(Taxpayer Identification or Social Security No.)
(Also Complete Substitute W-9 Below)

IMPORTANT
STOCKHOLDER: SIGN HERE
(Please Complete and Return the Attached Substitute Form W-9 Below)

Signature(s) of Holder(s) of Shares

Dated: , 2010


Name(s):

(Please Print)


Capacity (full title) (See Instruction 5)


Address:

(Include Zip Code)


Area Code and Telephone No.


Tax Identification or Social Security No. (See Substitute Form W-9 enclosed herewith)

(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5.)

GUARANTEE OF SIGNATURE(S)
(IF REQUIRED — SEE INSTRUCTIONS 1 AND 5)


Authorized Signature


Name


Name of Firm


Address

(Include Zip Code)


Area Code and Telephone No.

Dated: , 2010

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

1. Guarantee of Signatures. No signature guarantee is required on this Letter of Transmittal (a) if this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section, includes any participant in the Book-Entry Transfer Facility’s systems whose name(s) appear(s) on a security position listing as the owner(s) of the Shares) of Shares tendered herewith, unless such registered holder(s) has completed either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” on the Letter of Transmittal or (b) if such Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agents Medallion Program or by any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each, an “Eligible Institution”). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.

2. Requirements of Tender. This Letter of Transmittal is to be completed if Share Certificates are to be forwarded herewith or, unless an Agent’s Message is utilized, if tenders are to be made pursuant to the procedure for tender by book-entry transfer set forth in “The Tender Offer — Section 3 — Procedures for Accepting the Offer and Tendering Shares” of the Offer to Purchase. Share Certificates evidencing tendered Shares, or timely confirmation of a book-entry transfer of Shares (a “Book-Entry Confirmation”) into the Depositary’s account at the Book-Entry Transfer Facility, as well as this Letter of Transmittal (or a manually signed facsimile hereof), properly completed and duly executed, with any required signature guarantees, or an Agent’s Message in connection with a book-entry transfer, and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth herein prior to the Expiration Date (as defined in “The Tender Offer — Section 1 — Terms of the Offer” of the Offer to Purchase). Stockholders whose Share Certificates are not immediately available, or who cannot complete the procedure for delivery by book-entry transfer on a timely basis or who cannot deliver all other required documents to the Depositary prior to the Expiration Date, may tender their Shares by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedure set forth in “The Tender Offer — Section 3 — Procedures for Accepting the Offer and Tendering Shares” of the Offer to Purchase. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Institution; (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by CGI-Fairfax, must be received by the Depositary prior to the Expiration Date and (iii) the Share Certificates (or a Book-Entry Confirmation) evidencing all tendered Shares, in proper form for transfer, in each case together with this Letter of Transmittal (or a manually signed facsimile hereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry delivery, an Agent’s Message) and any other documents required by this Letter of Transmittal, must be received by the Depositary within three trading days (calculated by reference to the New York Stock Exchange) after the date of execution of such Notice of Guaranteed Delivery. If Share Certificates are forwarded separately to the Depositary, a properly completed and duly executed Letter of Transmittal must accompany each such delivery.

The method of delivery of this Letter of Transmittal, Share Certificates and all other required documents, including delivery through the Book-Entry Transfer Facility, is at the option and the risk of the tendering stockholder and the delivery will be deemed made only when actually received by the Depositary (including, in the case of Book-Entry Transfer, by Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

CGI-Fairfax will not accept any alternative, conditional or contingent tenders, and no fractional Shares will be purchased. By executing this Letter of Transmittal (or facsimile thereof), the tendering stockholder waives any right to receive any notice of the acceptance for payment of the Shares.

3. Inadequate Space. If the space provided herein is inadequate, the Share Certificate numbers and/or the number of Shares should be listed on a separate schedule attached hereto.

4. Partial Tenders. If fewer than all the Shares represented by any Share Certificate delivered to the Depositary are to be tendered, fill in the number of Shares which are to be tendered in the box entitled “Total Number of Shares Tendered”. In such case, a new certificate for the remainder of the Shares represented by the old certificate will be sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the appropriate box on this Letter of Transmittal, as promptly as practicable following the expiration or termination of the Offer. All Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

5. Signatures on Letter of Transmittal; Stock Powers and Endorsements.

(a) Exact Signatures. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the Share Certificates without alteration, enlargement or any change whatsoever.

(b) Joint Holders. If any of the Shares tendered hereby are held of record by two or more persons, all such persons must sign this Letter of Transmittal.

(c) Different Names on Certificates. If any of the Shares tendered hereby are registered in different names on different certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates.

(d) Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, no endorsements of certificates or separate stock powers are required unless payment of the purchase price is to be made, or Shares not tendered or not purchased are to be returned, in the name of any person other than the registered holder(s). Signatures on any such certificates or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Shares tendered hereby, certificates must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on the certificates for such Shares. Signature(s) on any such certificates or stock powers must be guaranteed by an Eligible Institution. See Instruction 1.

If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Depositary of the authority of such person so to act must be submitted.

6. Stock Transfer Taxes. Except as otherwise provided in this Instruction 6, CGI-Fairfax or any successor entity thereto will pay all stock transfer taxes with respect to the transfer and sale of any Shares to it or its order pursuant to the Offer. If, however, payment of the purchase price is to be made to, or if Share Certificate(s) for Shares not tendered or not accepted for payment are to be registered in the name of, any person(s) other than the registered holder(s), or if tendered Share Certificate(s) are registered in the name of any person(s) other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder(s) or such other person(s)) payable on account of the transfer to such other person(s) will be deducted from the purchase price of such Shares purchased unless evidence satisfactory to CGI-Fairfax of the payment of such taxes, or exemption therefrom, is submitted.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Share Certificate(s) evidencing the Shares tendered hereby.

7. Special Payment and Delivery Instructions. If a check is to be issued in the name of, and, if appropriate, Share Certificates for Shares not tendered or not accepted for payment are to be issued or returned to, any person(s) other than the signer of this Letter of Transmittal or if a check and, if appropriate, such Share Certificates are to be returned to any person(s) other than the person(s) signing this Letter of Transmittal or to an address other than that shown in this Letter of Transmittal, the appropriate boxes on this Letter of Transmittal must be completed.

8. Substitute Form W-9; Backup Withholding; Taxpayer Identification Number. Under U.S. Federal income tax law, a tendering stockholder generally is required to provide the Depositary with (i) if such stockholder is a U.S. person (as defined for U.S. Federal income tax purposes), a properly completed Internal Revenue Service (“IRS”) Form W-9 or Substitute Form W-9 (which is provided under “Important Tax Information” below) with such stockholder’s correct Taxpayer Identification Number (“TIN”) or (ii) if such stockholder is not a U.S. person, a properly completed appropriate IRS Form W-8.

Only U.S. persons, including resident alien individuals, should use Substitute Form W-9. If a tendering stockholder has been notified by the IRS that such stockholder is subject to backup withholding, such stockholder must cross out item (2) of the Certification box in Part 2 of the Substitute Form W-9, unless such stockholder has since been notified by the IRS that such stockholder is no longer subject to backup withholding. A tendering stockholder will be subject to U.S. Federal income tax backup withholding at a rate of 28% on all reportable payments made to such stockholder pursuant to the Offer if: (i) such stockholder does not furnish its, his or her correct TIN to the requester; (ii) such stockholder does not certify, under penalty of

perjury, its, his or her TIN; (iii) the IRS tells the requester that such stockholder furnished an incorrect TIN; (iv) the IRS tells the requester that such stockholder is subject to backup withholding because such stockholder did not report all its, his or her interest and dividends on such stockholder’s tax return or (v) such stockholder does not certify to the requester, under penalty of perjury, that such stockholder is not subject to backup withholding.

If the tendering stockholder has not been issued a TIN and has applied for one or intends to apply for one in the near future, such stockholder should check the box in Part 3 of the Substitute Form W-9, and sign and date the Substitute Form W-9. If the box in Part 3 is checked and the Depositary is not provided with a TIN by the time of payment, the Depositary will withhold 28% of all reportable payments of the purchase price to such stockholder until a TIN is provided to the Depositary or such stockholder has otherwise established an exemption from backup withholding.

Certain stockholders (including, among others, all corporations and certain foreign individuals and entities) may not be subject to backup withholding. Foreign stockholders should submit an appropriate and properly completed IRS Form W-8, a copy of which may be obtained from the Depositary or from the IRS at its website (www.irs.gov), in order to avoid backup withholding. Such stockholders should consult a tax advisor to determine which Form W-8 is appropriate. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for more instructions.

Backup withholding is not an additional tax. A tendering stockholder may credit any amounts withheld against its, his or her regular U.S. Federal income tax liability or, if backup withholding results in an overpayment of taxes, claim a refund from the IRS.

If a tendering stockholder fails to furnish its, his or her correct TIN to the Depositary, such stockholder will be subject to a penalty of $50 for each such failure unless the stockholder’s failure is due to reasonable cause and not to willful neglect. If a tendering stockholder makes a false statement with no reasonable basis that results in no backup withholding, such stockholder is subject to a $500 penalty. Willfully falsifying certifications or affirmations may subject a stockholder to criminal penalties, including fines and/or imprisonment.

9. Irregularities. All questions as to purchase price, the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by CGI-Fairfax in its sole discretion, which determinations shall be final and binding on all parties. CGI-Fairfax reserves the absolute right to reject any or all tenders of Shares it determines not to be in proper form or the acceptance of which or payment for which may, in the opinion of CGI-Fairfax, be unlawful. CGI-Fairfax also reserves the absolute right to waive any of the conditions of the Offer (other than the Minimum Tender Condition (as defined in the Offer to Purchase) which may only be waived with the consent of the Company) and any defect or irregularity in the tender of any particular Shares, and CGI-Fairfax’s interpretation of the terms of the Offer (including these instructions) will be final and binding on all parties. No tender of Shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as CGI-Fairfax shall determine. None of CGI-Fairfax, the Depositary, the Dealer Manager, the Information Agent (as the foregoing are defined in the Offer to Purchase) or any other person is or will be obligated to give notice of any defects or irregularities in tenders and none of them will incur any liability for failure to give any such notice.

10. Requests for Additional Copies. Questions and requests for assistance should be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth below. Additional copies of the Offer to Purchase and this Letter of Transmittal should be directed to the Information Agent at its address and telephone numbers set forth below.

11. Lost, Destroyed or Stolen Certificates. If any certificate representing Shares has been lost, destroyed or stolen, the stockholder should promptly notify Computershare Trust Company, N.A., as Transfer Agent, at 250 Royall Street, Canton, Massachusetts 02021 (Telephone No. (781) 575-4238). The stockholder will then be instructed as to the steps that must be taken in order to replace the certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed certificates have been followed.

This Letter of Transmittal, properly completed and duly executed, together with certificates representing Shares being tendered (or confirmation of book-entry transfer) and all other required documents, must be received before 12:00 midnight, New York City time, on the Expiration Date, or the tendering stockholder must comply with the procedures for guaranteed delivery.

IMPORTANT TAX INFORMATION

Under U.S. Federal income tax law, a stockholder who is a U.S. person (as defined for U.S. Federal income tax purposes) surrendering Shares must, unless an exemption applies, provide the Depositary (as payer) with the stockholder’s correct TIN on IRS Form W-9 or on the Substitute Form W-9 included in this Letter of Transmittal. If the stockholder is an individual, the stockholder’s TIN is such stockholder’s Social Security number. If the correct TIN is not provided, the stockholder may be subject to a $50 penalty imposed by the IRS and payments of cash to the stockholder (or other payee) pursuant to the Offer may be subject to backup withholding at a rate of 28%.

Certain stockholders (including, among others, corporations and certain foreign individuals and entities) may not be subject to backup withholding and reporting requirements. In order for an exempt foreign stockholder to avoid backup withholding, such person should complete, sign and submit an appropriate Form W-8 signed under penalties of perjury, attesting to his or her exempt status. A Form W-8 can be obtained from the Depositary or from the IRS at its website (www.irs.gov). Such stockholders should consult a tax advisor to determine which Form W-8 is appropriate. Exempt stockholders, other than foreign stockholders, should furnish their TIN, check the box in Part 4 of the Substitute Form W-9 and sign, date and return the Substitute Form W-9 to the Depositary in order to avoid erroneous backup withholding. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional instructions. A stockholder should consult its, his or her tax advisor as to such stockholder’s qualification for an exemption from backup withholding and the procedure for such exemption.

If backup withholding applies, the Depositary is required to withhold and pay over to the IRS 28% of any reportable payment made to a stockholder. Backup withholding is not an additional tax. Rather, the U.S. Federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be claimed from the IRS.

Purpose of Substitute Form W-9

To prevent backup withholding on payments that are made to a stockholder with respect to Shares purchased pursuant to the Offer, the stockholder is required to notify the Depositary of the stockholder’s correct TIN by completing the Substitute Form W-9 included in this Letter of Transmittal certifying that (1) the TIN provided on the Substitute Form W-9 is correct (or that such stockholder is awaiting a TIN), (2) the stockholder is not subject to backup withholding because (i) the stockholder is exempt from backup withholding, (ii) the stockholder has not been notified by the IRS that the stockholder is subject to backup withholding as a result of a failure to report all interest and dividends or (iii) the IRS has notified the stockholder that the stockholder is no longer subject to backup withholding and (3) the stockholder is a U.S. person (as defined for U.S. federal income tax purposes).

What Number to Give the Depositary

The tendering stockholder is required to give the Depositary the TIN, generally the Social Security number or employer identification number, of the record holder of the Shares tendered hereby. If the Shares are in more than one name or are not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report. If the tendering stockholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, such stockholder should check the box in Part 3 of the Substitute Form W-9, sign and date the Substitute Form W-9 and sign and date the Certificate of Awaiting Taxpayer Identification Number, which appears in a separate box below the Substitute Form W-9. If the box in Part 3 of the Substitute Form W-9 is checked and the Depositary is not provided with a TIN by the time of payment, the Depositary will withhold 28% of all reportable payments of the purchase price, which will be refunded if a TIN is provided to the Depositary within sixty (60) days of the Depositary’s receipt of the Certificate of Awaiting Taxpayer Identification Number. If the Depositary is provided with an incorrect TIN in connection with such payments, the stockholder may be subject to a $50.00 penalty imposed by the IRS.



PAYER’S NAME: CGI FAIRFAX CORPORATION

SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service	Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.	Social Security Number or Employer Identification Number
	CHECK APPROPRIATE BOX:
	o Individual/Sole Proprietor o Corporation o Partnership o Other	Part 3 — Awaiting TIN o
Payer’s Request for
Taxpayer Identification
Number (“TIN”)
		Part 4 — Exempt o



Please fill in your name and address below Name Address (Number and Street) City, State and Zip Code	Part 2 — Certification — Under penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me); (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding; and (3) I am a U.S. Person (including a U.S. resident alien). CERTIFICATION INSTRUCTIONS — You must cross out Item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out such Item (2). If you are exempt from backup withholding, check the box in Part 4 above.
	Signature	Date , 2010

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 AND CONTACT YOUR TAX ADVISOR FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either: (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office; or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, a portion of all reportable payments made to me will be withheld, but that such amounts will be refunded to me if I then provide a Taxpayer Identification Number within sixty (60) days.


Signature	Date , 2010

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER TAXPAYER IDENTIFICATION NUMBER (“TIN”) TO GIVE THE PAYER. — Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.

WHAT NAME AND NUMBER TO GIVE THE PAYER


For this type of account:		Give name and SSN of:
1.	Individual	1.	The individual
2.	Two or more individuals (joint account)	2.	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	3.	The minor(2)
4.	a. The usual revocable savings trust (grantor is also trustee)	4.	The grantor-trustee(1)
	b. So-called trust account that is not a legal or valid trust under state law	5.	The actual owner(1)
5.	Sole proprietorship or single-owner LLC	6.	The owner(3)
6.	Sole proprietorship or single-owner LLC	7.	The owner(3)
7.	A valid trust, estate, or pension trust	8.	Legal entity(4)
8.	Corporate or LLC electing corporate status on Form 8832	9.	The corporation
9.	Association, club, religious, charitable, educational, or other tax-exempt organization	10.	The organization
10.	Partnership or multi-member LLC	11.	The partnership
11.	A broker or registered nominee	12.	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	13.	The public entity


(1)		List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

(2)		Circle the minor’s name and furnish the minor’s SSN.

(3)		You must show your individual name and you may also enter your business or “DBA” name on the second name line. You may use either your SSN or EIN (if you have one). If you are a sole proprietor, IRS encourages you to use your SSN.

(4)		List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2

OBTAINING A NUMBER

If you don’t have a TIN or you don’t know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

Payees specifically exempted from backup withholding on ALL payments include the following:


	•	An organization exempt from tax under section 501(a), any IRA where the payor is also the trustee or custodian or a custodial account under Section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).

	•	The United States or any agency or instrumentality thereof.

	•	A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof.

	•	A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof.

	•	An international organization or any agency, or instrumentality thereof.

Payees that may be exempted from backup withholding include the following:


	•	A corporation.

	•	A financial institution.

	•	A registered dealer in securities or commodities registered in the U.S. or a possession of the U.S.

	•	A real estate investment trust.

	•	A common trust fund operated by a bank under section 584(a).

	•	An exempt charitable remainder trust, or a non-exempt trust described in section 4947(a)(1).

	•	An entity registered at all times under the Investment Company Act of 1940.

	•	A foreign central bank of issue.

	•	A futures commission merchant registered with the Commodity Futures Trading Commission.

	•	A middleman known in the investment community as a nominee or listed in the most recent publication of the American Society of Corporate Secretaries, Inc. Nominee List.

Payments of dividends and patronage dividends not generally subject to backup withholding include the following:


	•	Payments to nonresident aliens subject to withholding under section 1441.

	•	Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident alien partner.

	•	Payments of patronage dividends where the amount received is not paid in money.

	•	Payments made by certain foreign organizations.

	•	Section 404(k) distributions made by an ESOP.

Payments of interest not generally subject to backup withholding include the following:


	•	Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct TIN to the payer.

	•	Payments described in section 6049(b)(5) to non-resident aliens.

	•	Payments on tax-free covenant bonds under section 1451.

	•	Payments made by certain foreign organizations.

	•	Mortgage or student loan interest paid to an individual.

Exempt payees described above should file Form W-9 (or an acceptable substitute) to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TIN, WRITE “EXEMPT” ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.

Certain payments, other than interest, dividends, and patronage dividends, that are not subject to information reporting, are also not subject to backup withholding. For details, see the regulations under sections 6041, 6041A(a), 6045, and 6050A of the Internal Revenue Code of 1986, as amended (the “Code”). All section references above are to the Code.

PRIVACY ACT NOTICE — Section 6109 of the Code requires most recipients of dividend, interest, or other payments to give TINs to payers who must report the payments to IRS. IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold a portion of taxable interest, dividend, and certain other payments to a payee who does not furnish a TIN to a payer. Certain penalties may also apply.

PENALTIES

(1) PENALTY FOR FAILURE TO FURNISH TIN — If you fail to furnish your TIN to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING — If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION — Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

The Depositary for the Tender Offer is:

COMPUTERSHARE INVESTOR SERVICES INC.


*If delivering by mail:*		*If delivering by registered mail or by courier:*

P.O. Box 7021 31 Adelaide Street East Toronto, Ontario M5C 3H2 Attn: Corporate Actions		100 University Avenue 9^th Floor Toronto, Ontario M5J 2Y1 Attn: Corporate Actions

The US Forwarding Agent for the Tender Offer is:

COMPUTERSHARE TRUST COMPANY, N.A.
By Registered Mail, Hand or Courier:
250 Royall Street
Suite V
Canton, Massachusetts 02021
Attn: Corp. Act. CPU Canada
Toll Free: 1-800-564-6253

Questions or requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth below. Additional copies of the Offer to Purchase, the Notice of Guaranteed Delivery and this Letter of Transmittal may be obtained from the Information Agent at the address and telephone numbers set forth below. Stockholders may also contact their broker, dealer, commercial bank or trust company for assistance concerning the Offer.

The Information Agent for the Tender Offer is:

Laurel Hill Advisory Group
100 Wall Street, 22nd floor
New York, NY 10005
Banks and Brokerage Firms, Please Call:
(917) 338-3181
Stockholders and All Others, Call Toll-Free:
(888) 742-1305
e-mail: jeinsidler@laurelhill.com

The Dealer Manager for the Tender Offer is:

Deutsche Bank Securities
Mailstop: NYC60-4515
Attention: Rama Ramabadran
60 Wall Street
New York, New York 10005

EX-99.(A)(1)(C) 4 m62094toexv99wxayx1yxcy.htm EX-99.(A)(1)(C) Exhibit (a)(1)(C)

Exhibit (a)(1)(C)

Notice of Guaranteed Delivery

For Tender of Shares of Common Stock
of
STANLEY, INC.
at
$37.50 NET PER SHARE
Pursuant to the Offer to Purchase dated May 20, 2010
by
CGI FAIRFAX CORPORATION
a wholly owned subsidiary of
CGI FEDERAL INC.
an indirect wholly owned subsidiary of
CGI GROUP INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, JUNE 17, 2010, UNLESS THE OFFER IS EXTENDED.

This Notice of Guaranteed Delivery, or one substantially in the form hereof, must be used to accept the Offer (defined below) if (i) certificates representing shares of common stock, par value $0.01 per share (the “Shares”), of Stanley, Inc., a Delaware corporation, are not immediately available, (ii) the procedure for book-entry transfer cannot be completed on a timely basis or (iii) time will not permit all required documents to reach Computershare Investor Services Inc. (the “Depositary”) prior to the expiration of the Offer. This Notice of Guaranteed Delivery may be delivered by hand, facsimile transmission or mail to the Depositary. See “The Tender Offer — Section 3 — Procedures for Accepting the Offer and Tendering Shares” in the Offer to Purchase.

The Depositary for the Tender Offer is:

Computershare Investor Services Inc.


*By Mail:* P.O. Box 7021 31 Adelaide St E Toronto, Ontario M5C 3H2 Attn: Corporate Actions		*By Facsimile Transmission:* (Eligible Institutions Only) 1-905-771-4082		*By Hand/Overnight Delivery:* 100 University Avenue 9th Floor Toronto, Ontario M5J 2Y1 Attn: Corporate Actions

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN “ELIGIBLE INSTITUTION” UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE APPROPRIATE LETTER OF TRANSMITTAL.

The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal or an Agent’s Message (as defined in the Offer to Purchase) and certificates for Shares to the Depositary within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution.

Ladies and Gentlemen:

The undersigned hereby tenders to CGI Fairfax Corporation, a Delaware corporation and a wholly owned subsidiary of CGI Federal Inc., a Delaware corporation and an indirect wholly owned subsidiary of CGI Group Inc., a corporation organized under the laws of the Province of Québec, Canada, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 20, 2010 (the “Offer to Purchase”), and the related Letter of Transmittal (such offer, the “Offer”), receipt of which is hereby acknowledged, the number of shares of common stock, par value $0.01 per share (the “Shares”), of Stanley, Inc., a Delaware corporation, specified below, pursuant to the guaranteed delivery procedure set forth in “The Tender Offer — Section 3 — Procedures for Accepting the Offer and Tendering Shares” in the Offer to Purchase.


Number of Shares and Certificate No.(s) (if available):

o Check here if Shares will be tendered by book entry transfer.

DTC Account Number:


Dated:	, 2010


Name(s) of Record Holder(s):

(Please type or print)


Address(es):

(Zip Code)


Area Code and Tel. No.:

(Daytime telephone number)


Signature(s):

GUARANTEE
(Not to be used for signature guarantee)

The undersigned, an Eligible Institution (defined in Section 3 of the Offer to Purchase), hereby (i) represents that the tender of Shares effected hereby complies with Rule 14e-4 under the Securities Exchange Act of 1934, as amended, and (ii) guarantees delivery to the Depositary, at one of its addresses set forth above, of certificates representing the Shares tendered hereby, in proper form for transfer, or a confirmation of a book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility (defined in Section 2 of the Offer to Purchase), in either case together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or, in the case of a book-entry transfer, an Agent’s Message (defined in Section 2 of the Offer to Purchase), together with any other documents required by the Letter of Transmittal, all within three trading days after the date hereof.


Name of Firm:


Address:

(Zip Code)


Area Code and Tel. No.:

(Authorized Signature)


Name:

(Please type or print)


Title:


Date:

NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES SHOULD BE SENT WITH YOUR PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL.

EX-99.(A)(1)(D) 5 m62094toexv99wxayx1yxdy.htm EX-99.(A)(1)(D) Exhibit (a)(1)(D)

Exhibit (a)(1)(D)

Offer to Purchase for Cash

All Outstanding Shares of Common Stock

STANLEY, INC.

at
$37.50 NET PER SHARE

Pursuant to the Offer to Purchase dated May 20, 2010

CGI FAIRFAX CORPORATION

a wholly owned subsidiary of

CGI FEDERAL INC.

an indirect wholly owned subsidiary of

CGI GROUP INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, JUNE 17, 2010, UNLESS THE OFFER IS EXTENDED.

May 20, 2010

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

We have been engaged by CGI Fairfax Corporation, a Delaware corporation (“CGI-Fairfax”) and a wholly owned subsidiary of CGI Federal Inc., a Delaware corporation (“CGI-US”) and an indirect wholly owned subsidiary of CGI Group Inc., a corporation organized under the laws of the Province of Québec, Canada (“CGI”), to act as Dealer Manager in connection with CGI-Fairfax’s offer to purchase (the “Offer”) all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Stanley, Inc., a Delaware corporation (“Stanley”), at a purchase price of $37.50 per Share net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 20, 2010 (the “Offer to Purchase”), and the related Letter of Transmittal enclosed herewith.

For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents:

1. The Offer to Purchase, dated May 20, 2010;

2. The Letter of Transmittal for your use in accepting the Offer and tendering Shares and for the information of your clients, together with “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” providing information relating to backup federal income tax withholding;

3. A Notice of Guaranteed Delivery to be used to accept the Offer if the Shares and all other required documents cannot be delivered to Computershare Investor Services Inc. (the “Depositary”) by the Expiration Date (as defined in the Offer to Purchase) or if the procedure for book-entry transfer cannot be completed by the Expiration Date;

4. Stanley’s Solicitation/Recommendation Statement on Schedule 14D-9;

5. A form of letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer; and

6. A return envelope addressed to the Depositary for your use only.

The Offer is conditioned upon, among other things, the satisfaction of: (i) the Minimum Tender Condition (as defined herein), (ii) the Governmental Approval Conditions (as defined herein), and (iii) the other conditions set forth in this Offer to Purchase (this “Offer to Purchase”).

The term “Minimum Tender Condition” is defined in “The Tender Offer — Section 15 — Certain Conditions of the Offer” in the Offer to Purchase and generally requires that the number of outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Stanley, which have been validly tendered and not withdrawn prior to the expiration of the Offer, represents at least a majority of the Fully Diluted Shares (as defined herein). The Term “Governmental Approval Conditions” is also defined in “The Tender Offer — Section 15 — Certain Conditions of the Offer” in the Offer to Purchase and refers to (a) the filing and compliance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (b) review by the Committee on Foreign Investment in the United States pursuant to the Exon-Florio Amendment to Section 721 of the Defense Production Act of 1950, (c) approval by the Defense Security Service of the United States Department of Defense, and (d) 60 days having elapsed following notice under the International Traffic in Arms Regulations. The Offer is also subject to other important conditions set forth in this Offer to Purchase. The Offer is not subject to a financing condition.

We urge you to contact your clients as promptly as possible. Please note that the Offer and withdrawal rights will expire at 12:00 Midnight, New York City time, on Thursday, June 17, 2010, unless the Offer is extended. Previously tendered Shares may be withdrawn at any time until the Offer has expired and, if CGI-Fairfax has not accepted such Shares for payment by July 18, 2010, such Shares may be withdrawn at any time after that date until CGI-Fairfax accepts Shares for payment.

The Offer is being made according to the Agreement and Plan of Merger, dated as of May 6, 2010 (the “Merger Agreement”), by and among CGI, CGI-US, CGI-Fairfax and Stanley under which, following the completion of the Offer and the satisfaction or waiver of certain conditions, CGI-Fairfax will be merged with and into Stanley with Stanley surviving the merger as a wholly owned subsidiary of CGI-US (the “Merger”). As of the effective time of the Merger, each outstanding Share (other than Shares owned by Stanley’s stockholders who are entitled to and properly exercise appraisal rights under Delaware law) will be converted into the right to receive the price per Share paid in the Offer, payable to the holder in cash, without interest, as set forth in the Merger Agreement and as described in the Offer to Purchase.

The Board of Directors of Stanley has unanimously: (i) deemed it advisable and in the best interests of the Stanley and its stockholders that Stanley enter into the Merger Agreement and consummate the Offer, the Merger and the other transactions contemplated by the Merger Agreement, (ii) declared that the Offer, the Merger and the other transactions contemplated by the Merger Agreement are fair to, and in the best interests of, Stanley and its stockholders, (iii) approved the form, terms and conditions of the Merger Agreement and approved the Offer, the Merger and the other transactions contemplated by the Merger Agreement and (iv) recommended that Stanley’s stockholders accept the Offer, tender their Shares pursuant to the Offer and, if required by applicable law, vote their Shares in favor of adoption of the Merger Agreement.

For Shares to be properly tendered pursuant to the Offer, (a) the share certificates or confirmation of receipt of such Shares under the procedure for book-entry transfer, together with a properly completed and duly executed Letter of Transmittal, including any required signature guarantees, or an “Agent’s Message” (as defined in the Offer to Purchase) in the case of book-entry transfer, and any other documents required in the Letter of Transmittal, must be timely received by the Depositary or (b) the tendering stockholder must comply with the guaranteed delivery procedures, all in accordance with the Offer to Purchase and Letter of Transmittal. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE OF THE SHARES TO BE PAID BY CGI-FAIRFAX, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT.

CGI-Fairfax will not pay any fees or commissions to any broker or dealer or other person (other than the Depositary and the Information Agent as described in the Offer to Purchase) for soliciting tenders of Shares pursuant to the Offer. CGI-Fairfax will, however, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding materials to their customers. CGI-Fairfax will pay all stock transfer taxes applicable to its purchase of Shares pursuant to the Offer, subject to Instruction 6 of the Letter of Transmittal.

Any inquiries you may have with respect to the Offer should be addressed to the Information Agent or the undersigned at the addresses and telephone numbers set forth on the back cover of the Offer to Purchase. Additional copies of the enclosed materials may be obtained from the Information Agent.

Very truly yours,

Deutsche Bank Securities Inc.

Nothing contained herein or in the enclosed documents shall constitute you the agent of CGI-Fairfax, the Dealer Manager, the Information Agent or the Depositary or any affiliate of any of them or authorize you or any other person to use any document or make any statement on behalf of any of them in connection with the Offer other than the enclosed documents and the statements contained therein.

EX-99.(A)(1)(E) 6 m62094toexv99wxayx1yxey.htm EX-99.(A)(1)(E) Exhibit (a)(1)(E)

Exhibit (a)(1)(E)

Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
STANLEY, INC.
at
$37.50 NET PER SHARE
Pursuant to the Offer to Purchase dated May 20, 2010
by
CGI FAIRFAX CORPORATION
a wholly owned subsidiary of
CGI FEDERAL INC.
an indirect wholly owned subsidiary of
CGI GROUP INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, JUNE 17, 2010, UNLESS THE OFFER IS EXTENDED.

May 20, 2010

To Our Clients:

Enclosed for your consideration are the Offer to Purchase, dated May 20, 2010 (the “Offer to Purchase”), and the related Letter of Transmittal in connection with the offer (the “Offer”) by CGI Fairfax Corporation, a Delaware corporation (“CGI-Fairfax”) and a wholly owned subsidiary of CGI Federal Inc. (“CGI-US”), a Delaware corporation and an indirect wholly owned subsidiary of CGI Group Inc. (“CGI”), a corporation organized under the laws of the Province of Québec, Canada, to purchase all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Stanley, Inc., a Delaware corporation (“Stanley”), at a purchase price of $37.50 per Share net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions of the Offer.

We or our nominees are the holder of record of Shares held for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account.

We request instructions as to whether you wish us to tender any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase and the Letter of Transmittal.

Please note carefully the following:

1. The offer price for the Offer is $37.50 per Share, net to you in cash, without interest and less any required withholding taxes upon the terms of and subject to the conditions to the Offer.

2. The Offer is being made for all outstanding Shares.

3. The Offer is being made according to the Agreement and Plan of Merger, dated as of May 6, 2010 (the “Merger Agreement”), by and among CGI, CGI-US and CGI-Fairfax and Stanley under which, following the completion of the Offer and the satisfaction or waiver of certain conditions, CGI-Fairfax will be merged with and into Stanley with Stanley surviving the merger as a wholly owned subsidiary of CGI-US (the “Merger”). As of the effective time of the Merger, each outstanding Share (other than Shares owned by Stanley or by its stockholders who are entitled to and properly exercise appraisal rights under Delaware law) will be converted into the right to receive the price per Share paid in the Offer, payable to the holder in cash, without interest, as set forth in the Merger Agreement and as described in the Offer to Purchase.

4. The Board of Directors of Stanley has unanimously: (i) deemed it advisable and in the best interests of the Stanley and its stockholders that Stanley enter into the Merger Agreement and consummate the Offer, Merger and the other transactions contemplated by the Merger Agreement, (ii) declared that the Offer, the Merger and the other transactions contemplated by the Merger Agreement are fair to, and in the best interests of, Stanley and its stockholders, (iii) approved the form, terms and conditions of the Merger Agreement and approved the Offer, the Merger and the other transactions contemplated by the Merger Agreement and (iv) recommended that Stanley’s stockholders accept the Offer, tender their Shares pursuant to the Offer and, if required by applicable law, vote their Shares in favor of adoption of the Merger Agreement.

5. The Offer and withdrawal rights will expire at 12:00 Midnight, New York City time, on Thursday, June 17, 2010, unless the Offer is extended by CGI-Fairfax. Previously tendered Shares may be withdrawn at any time until the Offer has expired and, if CGI-Fairfax has not accepted such Shares for payment by July 18, 2010, such Shares may be withdrawn at any time after that date until CGI-Fairfax accepts Shares for payment.

6. The Offer is subject to certain conditions described in “The Tender Offer — Section 15 — Certain Conditions of the Offer” in the Offer to Purchase.

7. Tendering shareholders who are registered shareholders or who tender their Shares directly to Computershare Investor Services Inc., the Depositary for the Offer, will not be obligated to pay any brokerage commissions or fees, solicitation fees, or, except as set forth in the Offer to Purchase and the Letter of Transmittal, stock transfer taxes on CGI-Fairfax’s purchase of Shares pursuant to the Offer.

If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing, detaching and returning to us the Instruction Form on the detachable part hereof. An envelope to return your instructions to us is enclosed. If you authorize tender of your Shares, all such Shares will be tendered unless otherwise specified on the Instruction Form.

Your prompt action is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit the tender on your behalf before the expiration of the Offer.

The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction.

INSTRUCTION FORM
With Respect to the Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
STANLEY, INC.
at
$37.50 NET PER SHARE
Pursuant to the Offer to Purchase dated May 20, 2010
by
CGI FAIRFAX CORPORATION
a wholly owned subsidiary of
CGI FEDERAL INC.
an indirect wholly owned subsidiary of
CGI GROUP INC.

The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated May 20, 2010, and the related Letter of Transmittal, in connection with the offer (the “Offer”) by CGI Fairfax Corporation, a Delaware corporation (“CGI-Fairfax”) and a wholly owned subsidiary of CGI Federal Inc. (“CGI-US”), a Delaware corporation and an indirect wholly owned subsidiary of CGI Group Inc. (“CGI”), a corporation organized under the laws of the Province of Québec, Canada, to purchase all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Stanley, Inc., a Delaware corporation, at a purchase price of $37.50 per Share net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions of the Offer.

The undersigned hereby instruct(s) you to tender to CGI-Fairfax the number of Shares indicated below or, if no number is indicated, all Shares held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer.

ACCOUNT NUMBER:

NUMBER OF SHARES BEING TENDERED HEREBY: SHARES*

The method of delivery of this document is at the election and risk of the tendering stockholder. If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

* Unless otherwise indicated, it will be assumed that all Shares held by us for your account are to be tendered.

Dated: , 2010

(Signature(s))

Please Print Name(s)


Address

Include Zip Code


Area Code and Telephone No.


Tax Identification or Social Security No.

EX-99.(A)(1)(F) 7 m62094toexv99wxayx1yxfy.htm EX-99.(A)(1)(F) Exhibit (a)(1)(F)

Exhibit (a)(1)(F)

Offer to Purchase for Cash

All Outstanding Shares of Common Stock

STANLEY, INC.

$37.50 NET PER SHARE

Pursuant to the Offer to Purchase dated May 20, 2010

CGI FAIRFAX CORPORATION

a wholly owned subsidiary of

CGI FEDERAL INC.

an indirect wholly owned subsidiary of

CGI GROUP INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, JUNE 17, 2010, UNLESS THE OFFER IS EXTENDED.

May 20, 2010

To Participants in the Stanley, Inc. 401(k) and Employee Stock Ownership Plan:

This letter is provided to you, a participant in the Stanley, Inc. 401(k) and Employee Stock Ownership Plan (the “ESOP”), by Stanley, Inc., a Delaware corporation (“Stanley”). Enclosed for your consideration are the Offer to Purchase, dated May 20, 2010 (the “Offer to Purchase”), Stanley’s Solicitation/Recommendation Statement on Schedule 14D-9, dated May 20, 2010, and the ESOP Instruction Form in connection with the offer (the “Offer”) by CGI Fairfax Corporation, a Delaware corporation (“CGI-Fairfax”) and a wholly owned subsidiary of CGI Federal Inc. (“CGI-US”), a Delaware corporation and an indirect wholly owned subsidiary of CGI Group Inc. (“CGI”), a corporation organized under the laws of the Province of Québec, Canada, to purchase all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Stanley, at a purchase price of $37.50 per Share net to the seller in cash, without interest and less any required withholding taxes (the “Offer Price”), upon the terms and subject to the conditions of the Offer.

As a participant in the ESOP, you have the right to decide whether you would like the Shares allocated to your ESOP account tendered to CGI-Fairfax pursuant to the Offer. If you elect to have your Shares tendered, then upon the completion of the Offer, CGI-Fairfax will pay to the ESOP for your account an amount equal to the Offer Price multiplied by the number of Shares allocated to your account.

If you elect not to tender your Shares, your Shares will continue to be held in the ESOP. However, as described in the Offer to Purchase, after the completion of the Offer and the satisfaction or waiver of certain conditions, CGI, CGI-US and CGI-Fairfax expect to consummate the merger of CGI-Fairfax with and into Stanley, with Stanley surviving the merger as a wholly owned subsidiary of CGI-US (the “Merger”), according to the Agreement and Plan of Merger, dated as of May 6, 2010 (the “Merger Agreement”), by and among CGI, CGI-US and CGI-Fairfax and Stanley. If you decide not to tender your Shares in the Offer and the Merger occurs, you will subsequently receive the same amount of cash per Share that you would have received had you tendered your Shares in the Offer, without any interest being paid on such amount and with such amount being subject to any required withholding taxes. If you decide not to tender your Shares and the Merger does not occur, your Shares will continue to be held in the ESOP.

Stanley urges you to read the enclosed materials carefully. Stanley wants to be sure you understand how the Offer will be handled with respect to Shares that are allocated to your ESOP account.

Stanley requests that you provide Computershare Investor Services Inc. (the “Tabulation Agent”) with instructions as to whether you wish Wells Fargo Bank, NA (the “Trustee”) to tender any or all of the Shares allocated to your ESOP account, upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase. The Trustee will follow the tender instructions that you provide for Shares allocated to your ESOP account.

Please note carefully the following:

1. The offer price for the Offer is $37.50 per Share, net to you in cash, without interest and less any required withholding taxes upon the terms of and subject to the conditions to the Offer.

2. The Offer is being made for all outstanding Shares.

3. As of the effective time of the Merger, each outstanding Share (other than Shares owned by Stanley or by its stockholders who are entitled to and properly exercise appraisal rights under Delaware law) will be converted into the right to receive the price per Share paid in the Offer, payable to the holder in cash, without interest, as set forth in the Merger Agreement and as described in the Offer to Purchase.

4. Stanley’s board of directors has unanimously: (i) deemed it advisable and in the best interests of the Stanley and its stockholders that Stanley enter into the Merger Agreement and consummate the Offer, Merger and the other transactions contemplated by the Merger Agreement, (ii) declared that the Offer, the Merger and the other transactions contemplated by the Merger Agreement are fair to, and in the best interests of, Stanley and its stockholders, (iii) approved the form, terms and conditions of the Merger Agreement and approved the Offer, the Merger and the other transactions contemplated by the Merger Agreement and (iv) recommended that Stanley’s stockholders accept the Offer, tender their Shares pursuant to the Offer and, if required by applicable law, vote their Shares in favor of adoption of the Merger Agreement.

6. The Offer is subject to certain conditions described in “The Tender Offer — Section 15 — Certain Conditions of the Offer” in the Offer to Purchase.

If you wish to tender any or all of your Shares, please so instruct the Trustee by completing, executing, detaching and returning to the Tabulation Agent the Instruction Form on the detachable part hereof. An envelope to return your instructions to the Tabulation Agent is enclosed. If you authorize tender of your Shares, all such Shares will be tendered unless otherwise specified on the Instruction Form.

Your prompt action is requested. The cut-off date for receipt of instructions from ESOP participants is June 15, 2010 (the “ESOP Cut-Off Date”), two business days prior to the expiration of the Offer. Your Instruction Form should be forwarded to the Tabulation Agent in ample time to permit the Trustee to submit the tender on your behalf before the expiration of the Offer.

If the Tabulation Agent does not receive timely instructions from you by the ESOP Cut-Off Date, then in accordance with the terms of the ESOP, all Shares credited to any participants’ account as to which instructions are not received, and all unallocated Shares held by the Trustee on behalf of the ESOP, shall be tendered proportionately in the same manner as those Shares as to which voting instructions have been received.

Please understand that Stanley and the Trustee will hold any instructions you submit in complete confidence, such that it is intended that you are under no duress, pressure, or responsibility to make any particular decision or to decide whether to tender your Shares at all if you do not want to do so. In accordance with federal law, Stanley will not authorize or support any adverse or other employment action against you based on whether or not you tender your Shares.

Please find enclosed a postage pre-paid envelope for your convenience.



The Tabulation Agent for the Stanley, Inc. 401(k) and Employee Stock Option Plan is: COMPUTERSHARE INVESTOR SERVICES INC.


If delivering by mail:			If delivering by registered mail or by courier:

P.O. Box 619			100 University Avenue
Niagra Falls, New York			9th Floor
14302-9943			Toronto, Ontario
Attn: Corporate Actions			M5J 2Y1
			Attn: Corporate Actions


BY FAX: 1-905-771-4082 Toll Free: 1-800-564-6253

INSTRUCTION FORM

With Respect to the Offer to Purchase for Cash

All Outstanding Shares of Common Stock

STANLEY, INC.

$37.50 NET PER SHARE

Pursuant to the Offer to Purchase dated May 20, 2010

CGI FAIRFAX CORPORATION

a wholly owned subsidiary of

CGI FEDERAL INC.

an indirect wholly owned subsidiary of

CGI GROUP INC.

[NAME]

[ADDRESS]

[ACCOUNT NUMBER]

The undersigned participant in the Stanley, Inc. 401(k) and Employee Stock Ownership Plan (the “ESOP”) acknowledge(s) receipt of the letter from Stanley, Inc., a Delaware corporation (“Stanley”), and the enclosed Offer to Purchase, dated May 20, 2010, and Stanley’s Solicitation/Recommendation Statement on Schedule 14D-9, dated May 20, 2010, in connection with the offer (the “Offer”) by CGI Fairfax Corporation, a Delaware corporation (“CGI-Fairfax”) and a wholly owned subsidiary of CGI Federal Inc., a Delaware corporation, and an indirect wholly owned subsidiary of CGI Group Inc., a corporation organized under the laws of the Province of Québec, Canada, to purchase all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Stanley, at a purchase price of $37.50 per Share net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions of the Offer.

The undersigned hereby instruct(s) Wells Fargo Bank, NA (the “Trustee”) as set forth below. The Trustee will follow the tender instructions that you provide for the Shares allocated to your ESOP account. To provide instructions, please indicate in the appropriate checkbox whether or not you would like to have the Trustee tender the Shares allocated to your ESOP account to CGI-Fairfax, provide today’s date and sign and print your name below.

The cut-off date for receipt of instructions from ESOP participants is June 15, 2010 (the “ESOP Cut-Off Date”), two business days prior to the expiration of the Offer. Your Instruction Form should be forwarded to the Tabulation Agent in ample time to permit the Trustee to submit the tender on your behalf before the expiration of the Offer.

CHECK ONE ONLY:

o Please tender to CGI-Fairfax the Shares allocated to my ESOP account.


	o	Please tender to CGI-Fairfax only Shares allocated to my ESOP account. Do not tender any remaining Shares.

o Do not tender to CGI-Fairfax any Shares allocated to my ESOP account.

Delivery of this Instruction Form to an address or transmission of this Instruction Form via facsimile to a number other than set forth below does not constitute a valid delivery.

Dated , 2010

(Signature(s))

Please Print Name(s)


Address

Include Zip Code


Area Code and Telephone Number



The Tabulation Agent for the Stanley, Inc. 401(k) and Employee Stock Option Plan is: COMPUTERSHARE INVESTOR SERVICES INC.


If delivering by mail:			If delivering by registered mail or by courier:

P.O. Box 619			100 University Avenue
Niagra Falls, New York			9th Floor
14302-9943			Toronto, Ontario
Attn: Corporate Actions			M5J 2Y1 Attn: Corporate Actions


By Facsimile Transmission: 1-905-771-4082 Toll Free (North America): 1-800-564-6253

EX-99.(A)(5)(H) 8 m62094toexv99wxayx5yxhy.htm EX-99.(A)(5)(H) Exhibit (a)(5)(H)

Exhibit (a)(5)(H)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made only by the Offer to Purchase, dated May 20, 2010, and the related Letter of Transmittal and any amendments or supplements thereto, and is being made to all holders of Shares. The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In those jurisdictions where applicable laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of CGI-Fairfax (as defined below) by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by CGI-Fairfax.

Notice of Offer to Purchase for Cash
All Outstanding Shares of Common Stock

Stanley, Inc.

$37.50 Net Per Share

CGI Fairfax Corporation

a wholly owned subsidiary of

CGI Federal Inc.

an indirect wholly owned subsidiary of

CGI Fairfax Corporation (“CGI-Fairfax”), a Delaware corporation and a wholly owned subsidiary of CGI Federal Inc. (“CGI-US”), a Delaware corporation and an indirect wholly owned subsidiary of CGI Group Inc. (“CGI”), a corporation organized under the laws of the Province of Québec, is offering to purchase all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Stanley, Inc. (“Stanley”), for $37.50 per Share net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 20, 2010 (the “Offer to Purchase”) and the Letter of Transmittal (such offer the “Offer”).

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, JUNE 17, 2010, UNLESS THE OFFER IS EXTENDED.

The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of May 6, 2010 (the “Merger Agreement”), by and among CGI, CGI-US, CGI-Fairfax and Stanley. The Offer is conditioned upon, among other things: (i) the satisfaction of the Minimum Tender Condition (as defined below), (ii) the Governmental Approval Conditions (as defined below), and (iii) the other conditions set forth in the Offer to Purchase.

The term “Minimum Tender Condition” is defined in “The Tender Offer—Section 15—Certain Conditions of the Offer” in the Offer to Purchase and generally requires that the number of outstanding Shares which have been validly tendered and not validly withdrawn prior to the expiration of the Offer, represents at least a majority of the outstanding Shares on a “fully diluted basis” (i.e. after giving effect to the exercise or conversion of all options, rights and securities exercisable or convertible into such voting securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof) on the Expiration Date (as defined below). The Term “Governmental Approval Conditions” is also defined in “The Tender Offer—Section 15—Certain Conditions of the Offer” in the Offer to Purchase and refers to (i) the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) review and approval by the Committee on Foreign Investment in the United States pursuant to the Exon-Florio Amendment to Section 721 of the Defense Production Act of 1950, (iii) approval by the Defense Security Service of the United States Department of Defense of a plan to operate Stanley’s business pursuant to a “FOCI” (foreign ownership, control or influence) mitigation agreement that does not impose certain restrictions or conditions, and (iv) 60 days having elapsed following notice under the International Traffic in Arms Regulations. The Offer also is subject to other important conditions set forth in the Offer to Purchase. The Offer is not subject to a financing condition.

The Merger Agreement provides that, subject to certain conditions, CGI-Fairfax will be merged with and into Stanley with Stanley continuing as the surviving corporation, wholly owned by CGI-US (the “Merger”). Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each Share outstanding immediately prior to the Effective Time (other than Shares held by Stanley as treasury stock or owned by CGI, CGI-US or CGI-Fairfax, or their respective subsidiaries, all of which will automatically be canceled and will cease to exist) will be converted into the right to receive $37.50 (or any other per Share price paid in the Offer) net to the Seller in cash, without interest and less any required withholding taxes.

The Board of Directors of Stanley has unanimously: (i) deemed it advisable and in the best interests of Stanley and its stockholders that Stanley enter into the Merger Agreement and consummate the Offer, the Merger, and the other transactions contemplated by the Merger Agreement, (ii) declared that the Offer, the Merger and the other transactions contemplated by the Merger Agreement are fair to, and in the best interests of, Stanley and its stockholders, (iii) approved the form, terms and conditions of the Merger Agreement and approved the Offer, the Merger and the other transactions contemplated by the Merger Agreement and (iv) recommended that Stanley’s stockholders accept the Offer, tender their Shares pursuant to the Offer and, if required by applicable law, vote their Shares in favor of adoption of the Merger Agreement.

For purposes of the Offer (including during any Subsequent Offering Period (as defined below)), CGI-Fairfax will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not withdrawn as, if and when CGI-Fairfax gives oral or written notice to Computershare Investor Services Inc. (the “Depositary”) of CGI-Fairfax’s acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from CGI-Fairfax and transmitting such payments to tendering stockholders whose Shares have been accepted for payment.

In all cases (including during any Subsequent Offering Period), payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the certificates evidencing such Shares (the “Share Certificates”) or confirmation of a book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility (as defined in the Offer to Purchase) pursuant to the procedures set forth in the Offer to Purchase, (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message (as defined in the Offer to Purchase) in lieu of the Letter of Transmittal, and (iii) any other documents required by the Letter of Transmittal.

The term “Expiration Date” means 12:00 midnight, New York City time, on Thursday, June 17, 2010 (which is the end of the day on June 17, 2010), unless CGI-Fairfax, in accordance with the Merger Agreement, extends the period during which the Offer is open, in which event the term “Expiration Date” means the latest time and date at which the Offer, as so extended, expires.

The Merger Agreement provides that, so long as neither Stanley nor CGI terminates the Merger Agreement in accordance with its terms, CGI-Fairfax must extend the Offer for one or more consecutive increments of not more than five business days each (or for such longer period as may be agreed by Stanley) if at any then-scheduled Expiration Date any condition to the Offer is not satisfied, but is not obligated to extend the Offer beyond November 6, 2010.

CGI-Fairfax may, and if requested by Stanley must, provide one or more “subsequent offering periods” (each, a “Subsequent Offering Period”) in accordance with Rule 14d-11 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”).

Any extension of the Offer will be followed as promptly as practicable by a public announcement consistent with the requirements of the Securities and Exchange Commission. Such announcement will be made not later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date, in accordance with the public announcement requirements of Rule 14e-1(d) under the Exchange Act. During any such extension, all Shares previously tendered and not withdrawn will remain subject to the Offer, subject to the rights of a tendering stockholder to withdraw such stockholder’s Shares, except during a Subsequent Offering Period. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless previously accepted for payment by CGI-Fairfax pursuant to the Offer, may also be withdrawn at any time after November 6, 2010. If the initial offering period has expired and CGI-Fairfax provides for a Subsequent Offering Period, Shares tendered during a Subsequent Offering Period may not be withdrawn. For a withdrawal to be effective, a written or facsimile transmission (with original delivered via overnight courier) notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of the Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of such Shares, if different from that of the person who tendered such Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the serial numbers shown on such Share Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (as defined in the Offer to Purchase), unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer set forth in the Offer to Purchase, any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by CGI-Fairfax, in its sole discretion, which determination will be final and binding.

The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 under the Exchange Act is contained in the Offer to Purchase and is incorporated herein by reference. Stanley has provided CGI-Fairfax with Stanley’s stockholder list and security position listings for the purpose of disseminating the Offer to holders of Shares. The Offer to Purchase and the related Letter of Transmittal, together with the Schedule 14D-9, will be mailed by or on behalf of CGI-Fairfax to record holders of Shares whose names appear on Stanley’s stockholder list and will be furnished, for subsequent transmittal to beneficial owners of Shares, to brokers, bankers and other nominees whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing.

The Offer to Purchase and the related Letter of Transmittal contain important information that should be read carefully before any decision is made with respect to the Offer.

Questions or requests for assistance may be directed to the Information Agent at its address and telephone number listed below or to the Dealer Manager at its address listed below. Additional copies of the Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained from the Information Agent. Shareholders may also contact brokers, dealers, commercial banks or trust companies for assistance concerning the Offer.

The Information Agent for the Tender Offer is:

100 Wall Street, 22nd floor
New York, NY 10005

Banks and Brokers Call Collect: (917) 338-3181
All Others Call Toll Free: (888) 742-1305

The Dealer Manager for the Tender Offer is:

Deutsche Bank Securities

Mailstop: NYC60-4515
Attention: Rama Ramabadran
60 Wall Street
New York, NY 10005

May 20, 2010

EX-99.(A)(5)(I) 9 m62094toexv99wxayx5yxiy.htm EX-99.(A)(5)(I) Exhibit (a)(5)(I)

Exhibit (a)(5)(I)

PRESS RELEASE

Stock Market Symbols
GIB (NYSE)
GIB.A (TSX)

CGI Announces Commencement of Tender Offer for all Outstanding Shares of
Stanley, Inc.

Fairfax, Virginia, May 20, 2010 – CGI Group Inc. (NYSE: GIB; TSX: GIB.A), a leading provider of information technology and business processing services, is announcing today a tender offer for all of the outstanding shares of common stock of Stanley, Inc. (“Stanley”) (NYSE: SXE) for $37.50 per share, net to the seller in cash, without interest and less any required withholding taxes. The tender offer is being made pursuant to an Offer to Purchase, dated May 20, 2010, and in connection with the previously announced Agreement and Plan of Merger, dated May 6, 2010 (the “Merger Agreement”), among Stanley, CGI Group Inc., CGI Federal Inc. and CGI Fairfax Corporation.

The tender offer will expire on Thursday, June 17, 2010 at midnight, New York City time, unless the offer is extended. The tender offer is subject to conditions set forth in the Merger Agreement, including, without limitation, regulatory approvals including Hart-Scott-Rodino and Exon-Florio and there being validly tendered and not withdrawn prior to the expiration of the tender offer, at least a majority of the outstanding shares of common stock of Stanley, calculated on a fully diluted basis.

Today, CGI will file with the U.S. Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO, containing the Offer to Purchase, form of Letter of Transmittal and related tender offer documents, setting forth in detail the terms and conditions of the tender offer. Stanley will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 setting forth in detail, among other things, the recommendation of Stanley’s Board of Directors that Stanley stockholders accept the tender offer and tender their shares to CGI pursuant to the tender offer. As previously disclosed, Stanley’s Board of Directors has unanimously approved the transaction.

The Depositary and Paying Agent for the tender offer is Computershare Investor Services Inc., c/o Corporate Actions, 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1, Canada. The Dealer Manager for the tender offer is Deutsche Bank Securities Inc., Mailstop: NYC60-4515, Attention: Rama Ramabadran, 60 Wall Street, New York, New York 10005. The Information Agent for the tender offer is Laurel Hill Advisory Group, 100 Wall Street, 22nd Floor, New York, New York 10005.

Forward-looking Statements

All statements in this press release that do not directly and exclusively relate to historical facts constitute forward-looking statements and constitute forward-looking information within the meaning of Canadian securities laws. These statements and this information represent CGI’s intentions, plans, expectations and beliefs, and are subject to risks, uncertainties and other factors, of which many are beyond the control of the Company. These factors could cause actual results to differ materially from such forward-looking statements or forward-looking information. These factors include but are not restricted to: uncertainties as to the

timing of the tender offer and the merger; uncertainties as to how many of the Stanley stockholders will tender their shares in the offer; the risk that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including regulatory approvals; the timing and size of new contracts; acquisitions and other corporate developments; the ability to attract and retain qualified members; market competition in the rapidly evolving IT industry; general economic and business conditions; foreign exchange and other risks identified in the press release, in CGI’s Annual Report on Form 40-F filed with the U.S. Securities and Exchange Commission (filed on EDGAR at www.sec.gov), CGI’s Annual Information Form filed with the Canadian securities authorities (filed on SEDAR at www.sedar.com), as well as assumptions regarding the foregoing. The words “believe,” “estimate,” “expect,” “intend,” “anticipate,” “foresee,” “plan,” and similar expressions and variations thereof, identify certain of such forward-looking statements or forward-looking information, which speak only as of the date on which they are made. In particular, statements relating to future performance are forward-looking statements and forward-looking information. CGI disclaims any intention or obligation to publicly update or revise any forward-looking statements or forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements or on this forward-looking information.

Important Additional Information

This press release is neither an offer to purchase nor a solicitation of an offer to sell shares of Stanley. The tender offer is being made pursuant to a Tender Offer Statement on Schedule TO, containing an offer to purchase, form of letter of transmittal and related tender offer documents, to be filed by CGI with the SEC on May 20, 2010. Stanley will file a Solicitation/Recommendation Statement on Schedule 14D-9 relating to the tender offer with the SEC. These documents, as they may be amended from time to time, contain important information about the tender offer and Stanley stockholders are urged to read them carefully before any decision is made with respect to the tender offer. The tender offer materials may be obtained at no charge by directing a request by mail to Laurel Hill Advisory Group, 100 Wall Street, 22nd floor, New York, New York 10005 or by calling toll-free at (888) 742-1305, and may also be obtained at no charge at the website maintained by the SEC at www.sec.gov.

About CGI

Founded in 1976, CGI Group Inc. is one of the largest independent information technology and business process services firms in the world. CGI and its affiliated companies employ approximately 26,000 professionals. CGI provides end-to-end IT and business process services to clients worldwide from offices in the United States, Canada, Europe and Asia Pacific as well as from centers of excellence in North America, Europe and India. As at March 31, 2010, CGI’s order backlog was $11.4 billion. CGI shares are listed on the NYSE

(GIB) and the TSX (GIB.A) and are included in both, the Dow Jones Sustainability World Index and the FTSE4Good Index. Website: www.cgi.com.

For more information:

Investors and financial media
Lorne Gorber
Vice-President, Global Communications and
Investor Relations
CGI
514-841-3355
lorne.gorber@cgi.com

Other Media
Linda Odorisio
Vice-President, U.S. Communications
CGI
703-267-8118
linda.odorisio@cgi.com

EX-99.(B) 10 m62094toexv99wxby.htm EX-99.(B) Exhibit (b)

Exhibit (b)

EXECUTION COPY

CDN$1,500,000,000

AMENDED AND RESTATED CREDIT AGREEMENT

among

CGI GROUP INC.
as Cdn Borrower
and
CGI TECHNOLOGIES AND SOLUTIONS INC.
as US Borrower

- and -

THE LENDERS FROM TIME TO TIME PARTY HERETO
as Lenders

- and -

NATIONAL BANK OF CANADA
as Administrative Agent

- and –


NATIONAL BANK FINANCIAL INC. J.P. MORGAN SECURITIES INC. CAISSE CENTRALE DESJARDINS as Lead Arrangers		NATIONAL BANK FINANCIAL INC. J.P. MORGAN SECURITIES INC. CAISSE CENTRALE DESJARDINS as Joint Book Runners

- and –


JPMORGAN CHASE BANK, N.A. CAISSE CENTRALE DESJARDINS as Syndication Agents		CANADIAN IMPERIAL BANK OF COMMERCE THE TORONTO-DOMINION BANK BANK OF AMERICA, N.A. as Documentation Agents

Dated as of December 20, 2004, as amended and restated as of January 12, 2006,
as further amended as of april 21, 2006 and September 15, 2006 and
as further amended and restated as of August 10, 2007

TABLE OF CONTENTS


	Page
ARTICLE 1 INTERPRETATION		2
1.1 General Definitions		2
1.2 Additional References		2
1.3 References to Agreements		3
1.4 Reference to Statutes		3
1.5 Headings, etc		4
1.6 Number and Gender		4
1.7 Accounting Principles		4
ARTICLE 2 THE CREDIT FACILITIES		4
2.1 Grant of Revolving Facilities		4
2.2 Swingline Facilities		5
2.3 Purpose of Credit Facilities		5
2.4 Facility Limit		5
2.5 Revolving Nature and Availability		6
2.6 Borrowing Procedures under Revolving Facilities		7
2.7 Borrowing Procedures under the Swingline Facilities		8
2.8 Voluntary Cancellation or Reduction of the Facilities		9
2.9 Repayment of Entire Loans		10
2.10 Compulsory Repayment of Excess Loans		11
2.11 Compulsory Repayment of Loans as a Result of Exchange Rate Fluctuations		11
2.12 Voluntary Repayment of Loans		12
2.13 Repayment Notice		12
2.14 Additional Borrowers		13
2.15 Reallocations amongst Revolving Facilities		13
2.16 Extension of the Revolving Period		14
2.17 Replacement of Dissenting Lenders		15
2.18 Cancellation of the Revolving Commitments of Dissenting Lenders		16
2.19 Accordion Feature		16
ARTICLE 3 PRIME, US PRIME AND US BASE RATE LOANS		17
3.1 Request for Prime Rate Loans, US Prime Rate Loans or US Base Rate Loans		17

- i -

Table of Contents
(continued)


	Page
3.2 Apportionment among the Lenders		17
3.3 Interest on Prime Rate Basis		17
3.4 Interest on US Base Rate Basis		17
3.5 Interest on US Prime Rate Basis		17
3.6 Computation of Interest		17
3.7 Payment of Interest		18
3.8 Interest on Loans Generally		18
3.9 Annual Equivalents		18
ARTICLE 4 BANKER’S ACCEPTANCES		19
4.1 Requests for the Issuance of BAs		19
4.2 Notice to Lenders of Particulars Relating to BAs		19
4.3 Cdn Lenders to Accept Drafts		20
4.4 Stamping Fee		20
4.5 Cdn Lenders to Discount BAs		20
4.6 Cdn Lenders to Make BA Proceeds Available to Administrative Agent		21
4.7 Payment of BAs		21
4.8 Waiver		21
4.9 Obligations Absolute		21
4.10 Power of Attorney to Sign Drafts		21
4.11 Special Provisions with respect to Non-BA Lenders		23
ARTICLE 5 LIBOR LOANS		23
5.1 Request for Libor Loans		23
5.2 Establishment of Libor and Selected Amounts		24
5.3 Interest on Libor Basis		25
5.4 Computation of Interest		25
5.5 Payment of Interest		25
5.6 Annual Equivalents		26
5.7 Payment on Selected Maturity Date		26
ARTICLE 6 LETTERS OF CREDIT		27
6.1 Requests for the Issuance of LCs		27
6.2 Issuance of LCs		27

- ii -

Table of Contents
(continued)


	Page
6.3 LC Fee		28
6.4 Distribution of LC Fee		28
6.5 Payment by a LC Issuing Lender under LCs		28
6.6 Lenders’ Covenant to each LC Issuing Lender		30
6.7 Obligations Absolute		31
6.8 Existing LCs under the Existing Loans		32
ARTICLE 7 CONVERSIONS AND ROLLOVERS		32
7.1 Request for Conversions		32
7.2 Conversion or Rollover		32
7.3 Requirements for Conversions or Rollovers		33
7.4 No Revocation or Withdrawal of Conversion Requests		33
ARTICLE 8 FEES		33
8.1 Stand-By Fees		33
8.2 Agency Fees		34
ARTICLE 9 MANNER OF PAYMENTS		34
9.1 Currency of Payments		34
9.2 Imputation of Payments		35
9.3 Compulsory Repayment of BA Liabilities, Libor Loans and/or LC Liabilities		36
9.4 Proceeds Resulting from Repayment of BA Liabilities		36
9.5 Proceeds Resulting from Repayment of LC Liabilities		37
9.6 Payments of Loans to Administrative Agent Only		37
9.7 Payment on Any Business Day by 3:00 P.M. (Montréal time)		38
9.8 Netting		38
9.9 Payment at Respective Branches of Account of the Lenders		38
9.10 Administrative Agent May Presume that Payments will be Made by the Borrowers		39
9.11 Default Interest		40
ARTICLE 10 GUARANTEES		40
10.1 Guarantees		40
10.2 Designation of Restricted Subsidiaries		40

- iii -

Table of Contents
(continued)


	Page
10.3 Designation of Pledged Restricted Subsidiaries		41
10.4 Accessory Documents with respect to Future Restricted Subsidiaries		42
ARTICLE 11 CONDITIONS PRECEDENT		42
11.1 Conditions Precedent to the Coming in Effect of this Amended and Restated Credit Agreement		42
11.2 Subsequent Conditions		45
ARTICLE 12 REPRESENTATIONS AND WARRANTIES		46
12.1 Existence		46
12.2 Authority and Enforceability		46
12.3 Due Authorization		46
12.4 Due Execution		46
12.5 Validity of Loan Documents – Non-Conflict		47
12.6 Absence of Litigation		47
12.7 Financial Statements		47
12.8 Contingent Liabilities and Indebtedness		47
12.9 Most Favoured Lenders		48
12.10 Accuracy of Information		48
12.11 Accuracy of Forecasts		48
12.12 No Material Adverse Change		48
12.13 Compliance with Laws		48
12.14 All Authorizations Obtained and Registrations Made		48
12.15 ERISA		49
12.16 Canadian Pension Plans		50
12.17 No Default		50
12.18 Immovable and Real Property		50
12.19 Movable and Personal Property		50
12.20 Intellectual Property		51
12.21 Corporate Structure		51
12.22 Taxes		51
12.23 Solvency		52
12.24 Environment		52

- iv -

Table of Contents
(continued)


	Page
12.25 Employee Relations		53
12.26 Investment Company; Public Utility Holding Company		53
12.27 Federal Reserve Regulations		53
12.28 Business		54
12.29 Repetition of Representations and Warranties		54
12.30 Nature of Representations and Warranties		54
ARTICLE 13 GENERAL COVENANTS		54
13.1 Preservation of Existence, etc		54
13.2 Preservation of Authorizations		55
13.3 Obtain Authorizations		55
13.4 Business, Compliance with Applicable Law		55
13.5 Keeping of Records		55
13.6 Insurance		55
13.7 Payment of Taxes and Claims		56
13.8 Visits and Inspections		56
13.9 Payment of Legal and Other Fees and Disbursements		56
13.10 Transactions with Affiliates		57
13.11 Most Favoured Lenders		57
ARTICLE 14 FINANCIAL AND INFORMATION COVENANTS		57
14.1 Maintenance of Ratios		58
14.2 Tangible Net Assets and Revenues of Restricted Group		58
14.3 Quarterly Financial Statements and Information		59
14.4 Annual Financial Statements and Information		59
14.5 Business Plan and Budget Information		60
14.6 Notice of Acquisition		60
14.7 Notice of Customer Contract		60
14.8 Other Information		61
14.9 Patriot Act Information		62
14.10 Notice of Litigation and Other Matters		62
ARTICLE 15 NEGATIVE COVENANTS		62
15.1 Liens		62

- v -

Table of Contents
(continued)


	Page
15.2 Indebtedness		63
15.3 Derivative Instruments		63
15.4 Amalgamations		63
15.5 Investments		63
15.6 Acquisitions		64
15.7 Distribution		64
15.8 Sale of Assets		64
15.9 Change of Year-End		66
15.10 Change in Business		66
15.11 Ownership of Shares and Subsidiaries		66
15.12 Accounting Treatment and Reporting Practices		66
ARTICLE 16 EVENTS OF DEFAULT		66
16.1 Non-Payment		66
16.2 Misrepresentation		67
16.3 Ratio		67
16.4 Negative Covenants		67
16.5 Breach of Other Covenants		67
16.6 Cross-Default		67
16.7 Insolvency		67
16.8 Unsatisfied Awards		67
16.9 Enforcement Proceedings		68
16.10 Enforceability of Operative Documents		68
16.11 Material Adverse Change		68
16.12 Termination of Guarantees		68
16.13 Change of Control		69
16.14 Impermissible Qualification		69
16.15 ERISA Event		69
ARTICLE 17 REMEDIES		69
17.1 Termination and Acceleration		69
17.2 Distribution of Proceeds of Realization		70

- vi -

Table of Contents
(continued)


	Page
17.3 Pro Rata Sharing of Realization Costs		71
17.4 Indemnities and Payments		71
17.5 Compensation and Set-Off		71
17.6 Recovery for the Finance Parties		72
17.7 Notices		72
17.8 Dealings with the Borrowers		72
17.9 No Deemed Payment		72
17.10 ISDA Contracts		73
17.11 Finance Parties to Exercise Rights through Administrative Agent		73
ARTICLE 18 TAXES AND OTHER CHARGES		73
18.1 Payments without Deductions		73
18.2 Payments of Additional Amounts		74
18.3 Increase in Interest Rates		74
18.4 Remittances by Taxed Party		75
18.5 U.S. Tax Forms and Certificates		75
18.6 Failure to Provide Tax Forms and Certificates		76
18.7 Obligations in Respect of Non-US Lenders		76
18.8 Mitigation		76
18.9 Obligations in Respect of Canadian Withholding Taxes		76
18.10 Survival of Agreements		77
ARTICLE 19 INDEMNITIES		77
19.1 Market Disruption		77
19.2 Suspension of Rights to Convert		77
19.3 Change in Law		78
19.4 Notice of Change in Law		80
19.5 Reimbursement of Losses and Expenses		80
19.6 Amount of Losses with respect to Libor Loans		81
19.7 General Indemnity		81
19.8 Option to Replace Lenders		81
ARTICLE 20 THE AGENTS		82
20.1 Appointment and Authorization		82

- vii -

Table of Contents
(continued)


	Page
20.2 Declaration of Agency		83
20.3 Interest Holders		83
20.4 Consultation with Professionals		83
20.5 Operative Documents		83
20.6 Agents and their Subsidiaries and Affiliates		83
20.7 Responsibility of the Agents		83
20.8 Action by the Administrative Agent		84
20.9 Notice of Events of Default		84
20.10 Responsibility Disclaimed		85
20.11 Indemnification		85
20.12 Protection of Employees		85
20.13 Credit Decision		86
20.14 Replacement Administrative Agent		86
20.15 Delegation		87
20.16 Waivers and Amendments		87
20.17 Articles 2138 to 2148 C.C.Q. Not Applicable		89
20.18 Rights, Benefits and Recourses Created by the Operative Documents		89
20.19 Certain other Agents		89
ARTICLE 21 OPERATION OF ACCOUNTS		89
21.1 Notice of Advance to the Finance Parties		89
21.2 Interlender Procedure for Making Advances		90
21.3 Deposits By or on Behalf of Lenders to Constitute Advances		90
21.4 Maintenance of Loan Records by the Administrative Agent		90
21.5 Authority to Debit and Credit		91
21.6 Failure by Any Lender to Advance		91
21.7 Re-Establishment of Rateable Shares		91
ARTICLE 22 MISCELLANEOUS		92
22.1 Notices		92
22.2 Calculations and Determinations Shall Constitute Prima Facie Proof		92
22.3 Rights and Recourses Cumulative		92

- viii -

Table of Contents
(continued)


	Page
22.4 Assignments by the Borrowers		92
22.5 Assignments and Participations by Lenders		93
22.6 Conversion Rules		95
22.7 Currency Indemnity		95
22.8 Counterparts		96
22.9 Severability		96
22.10 Replacement of Previous Agreements		96
22.11 No Novation		96
22.12 Obligation to Pay Absolute		96
22.13 Risk of Superior Force		97
22.14 Inconsistency with Guarantee Agreement		97
22.15 Governing Law		97
22.16 Submission to Jurisdiction		97
22.17 Waiver of Jury Trial		97
22.18 Treatment of Certain Information: Confidentiality		97
ARTICLE 23 FORMAL DATE		98
23.1 Formal Date		98
ARTICLE 24 LANGUAGE		99
24.1 English Language		99
24.2 Langue Anglaise		99

- ix -

SCHEDULES


“A”		The Lenders and their Commitments

“B”		Definitions

“C”		Definition of Relevant Margin and Stand-By Fee

“D”		Guarantee and Subordination Agreement

“E”		Guarantor’s Certificate

“F”		Corporate Structure

“G”		Loan Pricing Corporation Disclosure

“H”		Acquisition Certificate

“I”		Additional Borrower Accession Agreement

“J”		Compliance Certificate

“K”		Conversion Request

“L”		Customer Contract Certificate

“M”		Disposition Certificate

“N”		Draw Request

“O”		Existing LCs

“P”		Facility Reallocation Request

“Q”		Loan Transfer Agreement

“R”		Reduction Notice

“S”		Repayment Notice

“T”		Extension Request

- X -

THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 20, 2004, as amended and restated as of January 12, 2006, as further amended as of April 21, 2006 and September 15, 2006 and as further amended and restated as of August 10, 2007.


AMONG:		CGI GROUP INC., as Cdn Borrower;

AND:		CGI TECHNOLOGIES AND SOLUTIONS INC., as US Borrower;

AND:		THE LENDERS SET FORTH IN SCHEDULE “A” HERETO, as Lenders;

AND		NATIONAL BANK OF CANADA, as Administrative Agent;

AND:		NATIONAL BANK FINANCIAL INC., J.P. MORGAN SECURITIES INC. and CAISSE CENTRALE DESJARDINS, as Lead Arrangers and Joint Book Runners;

AND:		JPMORGAN CHASE BANK, N.A. and CAISSE CENTRALE DESJARDINS, as Syndication Agents;

AND:		CANADIAN IMPERIAL BANK OF COMMERCE, THE TORONTO-DOMINION BANK and BANK OF AMERICA, N.A., as Documentation Agents;

WITNESSETH:

WHEREAS the Cdn Borrower and the US Borrower, as Borrowers, the lenders named therein, as Lenders, National Bank of Canada, as Administrative Agent, and the various arrangers, book runners and other agents named therein, entered into a credit agreement dated as of December 20, 2004 and such credit agreement was amended and restated as of January 12, 2006 and further amended as of April 21, 2006 and September 15, 2006 (collectively, the “Original Credit Agreement”);

WHEREAS the parties hereto wish to amend certain provisions of the Original Credit Agreement and to restate the Original Credit Agreement in its entirety, the whole as herein provided;

NOW THEREFORE in consideration of the premises, the mutual covenants contained herein and for other consideration, the receipt and sufficiency of which are acknowledged, it is agreed that the Original Credit Agreement is hereby amended and restated in its entirety as follows:

Amended and Restated Credit Agreement – Page 2

ARTICLE 1

INTERPRETATION

1.1

General Definitions

The capitalized words and expressions, wherever used in this Agreement or in any agreement ancillary hereto, unless there be something in the subject or the context inconsistent therewith, shall have the meaning ascribed thereto in Schedule “B”.

1.2

Additional References

To the extent the context so admits, any reference in this Agreement, or in any agreement ancillary thereto, to:

	1.2.1		“arm’s length” shall be construed in the same manner it is used in the Income Tax Act (Canada);

	1.2.2		“fair market value” shall be construed as the price, expressed in terms of money and moneys worth, available in an open and unrestricted market between informed and prudent parties, each acting at arm’s length, where neither party is under any compulsion to act;

	1.2.3		“include”, “includes” and “including” shall be construed to be followed by the statement “without limitation” and none of such terms shall be construed to limit any word or statement which it follows to the specific or similar items or matters immediately following it;

	1.2.4		“losses and expenses” shall be construed as losses, costs, expenses, damages, penalties, causes of action, actions, judgments, suits, proceedings, claims, claims over, demands and liabilities, including any applicable court costs and reasonable legal fees and disbursements on a solicitor and client basis, and “loss and expense” shall be construed in like manner;

	1.2.5		“rights” shall be construed as rights, powers, authorities, discretions, privileges, immunities and remedies (actual or contingent, direct or indirect, matured or not, now existing or arising hereafter), whether arising by contract or statute, at law, in equity or otherwise, and “right” shall be construed in like manner;

	1.2.6		“obligations” shall be construed as indebtedness, obligations, responsibilities, duties and liabilities (actual or contingent, direct or indirect, matured or not, now existing or arising hereafter), whether arising by contract or statute, at law, in equity or otherwise, and “obliged”, “obligation” and “obligated” shall be construed in like manner;

Amended and Restated Credit Agreement – Page 3

	1.2.7		“successor” of a body corporate shall be construed so as to include (i) any amalgamated or other corporation of which such body corporate or any of its successors is one of the amalgamating or merging corporations, (ii) any corporation resulting from any court approved arrangement of which such body corporate or any of its successors is party, (iii) any corporation resulting from the continuance of such body corporate or any successor of it under the laws of another jurisdiction of organization and (iv) any successor (determined as aforesaid or in any similar or comparable procedure under the laws of any other jurisdiction) of any corporation referred to in clause (i), (ii) or (iii);

	1.2.8		where under the terms hereof a definition relating to amounts outstanding under the Cdn Revolving Loans consists of a collective reference to amounts which are denominated in Canadian Dollars, US Dollars, Sterling, Euros or other Agreed Foreign Currencies, unless otherwise indicated such definition shall be read as referring to that amount expressed in its Equivalent in Canadian Dollars for any portion thereof denominated in any such currencies other than Canadian Dollars; and

	1.2.9		where under the terms hereof a definition relating to amounts outstanding under the US Revolving Loans consists of a collective reference to amounts which are denominated in US Dollars, Sterling, Euros or other Agreed Foreign Currencies, unless otherwise indicated such definition shall be read as referring to that amount expressed in its Equivalent in Canadian Dollars.

1.3

References to Agreements

Each reference in this Agreement to any agreement (including this Agreement and any other defined term that is an agreement) shall be construed so as to include such agreement (including any attached schedules) and each amendment, supplement, amendment and restatement, novation and other modification made to it at or before the time in question. The terms “this Agreement”, “this Credit Agreement”, “hereof“, “hereunder” and similar expressions refer to this agreement and not to any particular Article, Section, subsection, paragraph, subparagraph, clause or other portion of this agreement.

1.4

Reference to Statutes

Each reference in this Agreement to any code, statute, regulation, official interpretation, directive or other legislative enactment of any Canadian or foreign jurisdiction (including any political subdivision thereof) shall be construed so as to include such code, statute, regulation, official interpretation, directive or enactment and each amendment, reenactment, reissuance or replacement thereof made at or before the time in question.

Amended and Restated Credit Agreement – Page 4

1.5

Headings, etc.

The division of this Agreement into Articles, Sections and subsections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

1.6

Number and Gender

In this Agreement, words in the singular (including defined terms) include the plural and vice versa (the necessary changes being made to fit the context) and words in one gender include all genders.

1.7

Accounting Principles

Where the character or amount of any asset or liability or item of revenue or expense is required to be determined, or any consolidation or other accounting computation is required to be made, for the purposes of this Agreement, including the contents of any certificate to be delivered hereunder, such determination, consolidation or computation shall, unless the parties otherwise agree or the context otherwise requires, be made in accordance with GAAP. For the purposes of computing the Ratios and other financial covenants herein contained (including, for greater certainty, those contemplated in Section 14.2), such Ratios and financial covenants shall be determined and calculated, with respect to any relevant period, on a Pro Forma Basis.

ARTICLE 2

THE CREDIT FACILITIES

2.1

Grant of Revolving Facilities

	2.1.1		Each Cdn Lender, severally and neither jointly nor solidarily, agrees, upon the terms and subject to the conditions of this Agreement, to lend to the Cdn Borrower an amount of up to but not exceeding, in the aggregate, the Cdn Revolving Commitment of such Cdn Lender. As of the Restatement Date, the amount of the Cdn Revolving Commitment of each Cdn Lender is as set forth beside its name in Schedule “A” hereto under the heading “Cdn Revolving Commitment”.

	2.1.2		Each US Lender, severally and neither jointly nor solidarily, agrees, upon the terms and subject to the conditions of this Agreement, to lend to the US Borrower an amount of up to but not exceeding, in the aggregate, the US Revolving Commitment of such US Lender. As of the Restatement Date, the amount of the US Revolving Commitment of each US Lender is as set forth beside its name in Schedule “A” hereto under the heading “US Revolving Commitment”.

Amended and Restated Credit Agreement – Page 5

2.2

Swingline Facilities

	2.2.1		The Cdn Swingline Lender hereby establishes in favour of the Cdn Borrower the Cdn Swingline Facility which shall be available up to an amount equal to the Cdn Swingline Commitment Amount.

	2.2.2		The US Swingline Lender hereby establishes in favour of the US Borrower the US Swingline Facility which shall be available up to an amount equal to the US Swingline Commitment Amount.

2.3

Purpose of Credit Facilities

All Advances under the Credit Facilities shall be used by the Borrowers exclusively for the purposes of financing the general corporate purposes of the Restricted Group, including Capital Expenditures, Permitted Acquisitions and Contract Costs of Customer Contracts.

2.4

Facility Limit

	2.4.1		As of the Restatement Date, the amount of the Cdn Revolving Facility is Cdn$1,300,000,000. Except for temporary excesses arising from the Administrative Agent’s allocation of BA’s in accordance with subsection 4.2.2 and except as hereinafter contemplated in subsection 2.4.5 in respect of the Cdn Swingline Lender, the Cdn Revolving Loan of each Cdn Lender shall not exceed its Cdn Revolving Commitment.

	2.4.2		As of the Restatement Date, the amount of the US Revolving Facility is Cdn$200,000,000. Except as hereinafter contemplated in subsection 2.4.5 in respect of the US Swingline Lender, the US Revolving Loan of each US Lender shall not exceed its US Revolving Commitment.

	2.4.3		The Cdn Borrower acknowledges that, as of the Restatement Date, the aggregate maximum amount available to it under the Cdn Revolving Facility and the Cdn Swingline Facility is limited to Cdn$1,300,000,000 and that the Cdn Swingline Facility is being made available to it by the Cdn Swingline Lender as part of the Cdn Revolving Facility. Consequently, any Loan under the Cdn Swingline Facility shall reduce, by an equal amount, the amount available under the Cdn Revolving Facility and shall reduce the amount available under the Cdn Swingline Commitment Amount and any repayment of any Loan under the Cdn Swingline Facility shall increase, by an equal amount, the amount available under the Cdn Revolving Facility and shall increase the amount available under the Cdn Swingline Commitment Amount.

	2.4.4		The US Borrower acknowledges that, as of the Restatement Date, the aggregate maximum amount available to it under the US Revolving Facility and the US Swingline Facility is limited to Cdn$200,000,000 and that the US Swingline Facility is being made available to it by the US Swingline Lender as part of the US Revolving Facility. Consequently, any Loan under

Amended and Restated Credit Agreement – Page 6

			the US Swingline Facility shall reduce, by an equal amount, the amount available under the US Revolving Facility and shall reduce the amount available under the US Swingline Commitment Amount and any repayment of any Loan under the US Swingline Facility shall increase, by an equal amount, the amount available under the US Revolving Facility and shall increase the amount available under the US Swingline Commitment Amount.

	2.4.5		Provided no Default has occurred and is continuing, each Swingline Lender, as a Lender under the applicable Revolving Facility, hereby agrees to make available to the applicable Borrower its Rateable Share of any Advance requested by such applicable Borrower or to be made under the applicable Revolving Facility in accordance with this Agreement, even though the making of such Advance may result in the amount of the applicable Revolving Loan of such Swingline Lender exceeding the applicable Revolving Commitment of such Swingline Lender, if and only if the undrawn amount remaining available under the applicable Revolving Facility is equal to or greater than the Loan under the applicable Swingline Facility.

	2.4.6		The Borrowers covenant and agree that the total outstanding amount of all Advances under the Cdn Revolving Facility, the Cdn Swingline Facility, the US Revolving Facility and the US Swingline Facility, at any time, shall never exceed the sum of the Cdn Revolving Commitments and the US Revolving Commitments, as at such time, the Administrative Agent and the Swingline Lenders having no obligation whatsoever to monitor, in any way, the foregoing undertaking.

	2.4.7		Where under any of the terms hereof, a Revolving Facility is cancelled, reduced or terminated (other than as a result of adjustments in the Facilities pursuant to Section 2.15), same may not subsequently be increased, any such cancellation, reduction or termination thereof being permanent. Unless otherwise expressly provided under the terms hereof, any reduction of a Revolving Facility shall be apportioned as among the Revolving Commitments of the Lenders under that Revolving Facility on a Rateable Share basis of that Revolving Facility.

2.5

Revolving Nature and Availability

2.5.1

During the Revolving Period, each Revolving Facility is available on a revolving basis such that, subject to all the terms and conditions of this Agreement, the applicable Borrower may reborrow the whole or any part of any Advance previously repaid to the extent of, in the case of an Advance under the Cdn Revolving Facility, the then Available Cdn Revolving Facility and, in the case of an Advance under the US Revolving Facility, the then Available US Revolving Facility.

Amended and Restated Credit Agreement – Page 7

	2.5.2		During the Revolving Period, each Swingline Facility is available on a revolving basis such that subject to all the terms and conditions of this Agreement, the applicable Borrower may reborrow the whole or any part of any Advance previously repaid to the extent of, in the case of an Advance under the Cdn Swingline Facility, the then Available Cdn Swingline Facility and in the case of an Advance under the US Swingline Facility, the then Available US Swingline Facility.

	2.5.3		The Cdn Revolving Facility is available (i) in Canadian Dollars, by way of Prime Rate Loans or the issuance of BA’s, (ii) in US Dollars, by way of US Base Rate Loans or Libor Loans, (iii) in Sterling and Euros, by way of Libor Loans, and (iv) by way of the issuance of LCs denominated in Canadian Dollars, US Dollars, Sterling, Euros and other Agreed Foreign Currencies.

	2.5.4		The US Revolving Facility is available (i) in US Dollars, by way of US Prime Rate Loans or Libor Loans, (ii) in Sterling and Euros, by way of Libor Loans, and (iii) by way of the issuance of LCs denominated in US Dollars, Sterling, Euros and other Agreed Foreign Currencies.

	2.5.5		The Cdn Swingline Facility is available (i) in Canadian Dollars by way of Prime Rate Loans, and (ii) in US Dollars, by way of US Base Rate Loans.

	2.5.6		The US Swingline Facility is available in US Dollars by way of US Prime Rate Loans.

2.6

Borrowing Procedures under Revolving Facilities

	2.6.1		In order to obtain a Drawdown under the Cdn Revolving Facility, the Cdn Borrower must, and in order to obtain a Drawdown under the US Revolving Facility, the US Borrower must, deliver to the Administrative Agent a Draw Request by the times and stipulating the information specified hereunder. Once delivered, no Draw Request may subsequently be revoked or withdrawn by the Borrowers.

	2.6.2		The proceeds of each Drawdown by way of Direct Advance requested by way of Draw Request, to the extent received by the Administrative Agent from the Lenders of the Revolving Facility under which such Drawdown is requested, shall be disbursed by the Administrative Agent on the Drawdown Date by bank transfer to the credit of the applicable Borrower’s Account.

	2.6.3		With respect to each Drawdown by way of the issuance of BAs, the BA Proceeds relating to such BAs, to the extent received by the Administrative Agent from the Cdn Lenders, shall be disbursed by the Administrative Agent on the Drawdown Date by bank transfer to the credit of the Borrower’s Account of the Cdn Borrower.

Amended and Restated Credit Agreement – Page 8

	2.6.4		With respect to each Drawdown by way of the issuance of an LC, the relevant LC Issuing Lender shall disburse such Drawdown by delivering on the Drawdown Date the requested LC to the Borrower that requested same or to the Person designated by such Borrower.

	2.6.5		Where prior to crediting such funds to the appropriate Borrower’s Account as provided above, the Administrative Agent receives from the Borrower that requested such Drawdown, in form and substance satisfactory to the Administrative Agent, an unconditional and irrevocable direction of payment instructing the Administrative Agent as to how to dispose of such funds (including by way of wire transfer of funds), or alternatively, a particular Draw Request provides such a direction of payment, the Administrative Agent shall credit such funds to the appropriate Borrower’s Account as provided above and immediately thereafter shall comply with such direction of payment and for all purposes of this Agreement, such funds, irrevocably and conclusively, shall be deemed to have been disbursed to such Borrower, if they are disposed of in the manner contemplated in any such direction of payment.

2.7

Borrowing Procedures under the Swingline Facilities

	2.7.1		Drawdown under each Swingline Facility may be obtained by the applicable Borrower by way of overdrafts on any of such Borrower’s Operating Accounts. Any cheque or payment instruction or debit authorization from the applicable Borrower and resulting in an overdraft in such Borrower’s Operating Account will be deemed to be a request for a Swingline Loan in an amount that is sufficient to cover such overdraft.

	2.7.2		Any overdraft created, in each case, by the applicable Swingline Lender as hereinabove provided in the applicable Borrower’s Operating Account shall be a Prime Rate Loan, a US Base Rate Loan or a US Prime Rate Loan, as the case may be.

	2.7.3		If (i) any Swingline Loan shall be outstanding on the last Business Day of any week, (ii) any Swingline Loan is or will be outstanding on a date when any Borrower requests that a Revolving Loan be made, (iii) the aggregate outstanding principal amount of the Cdn Swingline Loan or the US Swingline Loan, as the case may be, shall exceed at any time the then existing Cdn Swingline Commitment Amount or the US Swingline Commitment Amount, as the case may be, or (iv) any Default shall occur and be continuing, then the applicable Swingline Lender (by request to the Administrative Agent) may require each applicable Lender (other than the applicable Swingline Lender) and each such Lender irrevocably agrees, at the request of the Administrative Agent, to make a Revolving Loan (which shall initially be funded as a Prime Rate Loan, a US Base Rate Loan or a US Prime Rate Loan, as the case may be) in an amount equal to such Lender’s applicable Rateable

Amended and Restated Credit Agreement – Page 9

			Share of the aggregate principal amount of such Swingline Loan then outstanding (such outstanding Swingline Loan hereinafter referred to as the “Refunded Swingline Loans”). On or before 1:00 P.M. (Montréal time) on the Business Day on which each such Lender shall receive a request from the Administrative Agent to make Revolving Loans as provided in the preceding sentence, each applicable Lender shall wire transfer to an account specified by the Administrative Agent the amount so requested in same day funds and such funds shall be applied by the applicable Swingline Lender to repay the Refunded Swingline Loan. At the time the applicable Lenders make the above referenced Revolving Loans, the applicable Swingline Lender shall be deemed to have made, in consideration of the making of the Refunded Swingline Loan, a Revolving Loan in an amount equal to the applicable Swingline Lender’s applicable Rateable Share of the aggregate principal amount of the Refunded Swingline Loan;

	2.7.4		Upon the making (or deemed making, in the case of the applicable Swingline Lender) of any Revolving Loan pursuant to this Section, the amount so funded shall become an outstanding applicable Revolving Loan and shall no longer be owed as a Swingline Loan. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the applicable Swingline Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the applicable Swingline Lender had an outstanding Swingline Loan in respect of which such Revolving Loans were made. Each Lender’s obligation to make the Revolving Loans referred to in this Section shall be unconditional and irrevocable and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the applicable Swingline Lender, any Borrower or any Person for any reason whatsoever, (ii) the occurrence or continuance of any Default, (iii) any adverse change in the condition (financial or otherwise) of any Restricted Credit Party, (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swingline Loan, (v) any breach of any Operative Document by any Person, or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

2.8

Voluntary Cancellation or Reduction of the Facilities

	2.8.1		At any time during the Revolving Period, the Cdn Borrower may voluntarily cancel or reduce the Cdn Revolving Facility or the Cdn Swingline Facility and the US Borrower may voluntarily cancel or reduce the US Revolving Facility or the US Swingline Facility, in each case, in whole or in part, in minimum amounts of Cdn$5,000,000 and in whole multiples of Cdn$1,000,000.

	2.8.2		Prior to the effective date of any cancellation or reduction the Cdn Borrower or the US Borrower, as the case may be, shall deliver to the Administrative

Amended and Restated Credit Agreement – Page 10

			Agent a Reduction Notice. Where any such voluntary reduction results in a repayment of the whole or any part of the Revolving Loans, then the Cdn Borrower or the US Borrower, as the case may be, shall attach to the aforesaid notice a Repayment Notice.

	2.8.3		Where the Cdn Borrower requests a cancellation of the whole of the Cdn Revolving Facility, then, on the effective date of such cancellation, the Cdn Borrower shall repay the entire amount of the Cdn Revolving Loans and the Cdn Swingline Loan outstanding on such date including any Stand-By Fee (as pertains to the Cdn Revolving Facility) and interest accrued and unpaid as at such date as well as any losses and expenses incurred or suffered by any Cdn Lender or the Administrative Agent as a result of such cancellation.

	2.8.4		Where the US Borrower requests a cancellation of the whole of the US Revolving Facility, then, on the effective date of such cancellation, the US Borrower shall repay the entire amount of the US Revolving Loans and the US Swingline Loan outstanding on such date including any Stand-By Fee (as pertains to the US Revolving Facility) and interest accrued and unpaid as at such date as well as any losses and expenses incurred or suffered by any US Lender or the Administrative Agent as a result of such cancellation.

	2.8.5		Any Reduction Notice shall be delivered to the Administrative Agent at least five (5) Business Days prior to the effective date of the relevant reduction provided that where such reduction results in a repayment of the whole or any part of the Libor Loans, then the Reduction Notice shall be delivered at least five (5) Banking Days prior to the effective date of such reduction. Once delivered, no Reduction Notice may be revoked or withdrawn by the Borrowers.

	2.8.6		Unless under the provisions of this Agreement a reduction applies specifically to one of the Revolving Facilities, the Borrowers may, in the relevant Reduction Notice, specify to which of the Revolving Facilities such reduction applies or in which proportion it applies between the Cdn Revolving Facility and the US Revolving Facility.

2.9

Repayment of Entire Loans

	2.9.1		The Cdn Borrower hereby binds and obliges itself to repay on the last day of the Revolving Period the entire amount of the Cdn Revolving Loans and the Cdn Swingline Loan outstanding on such date in principal, interest, fees and accessories and interest on arrears of interest, fees and accessories.

	2.9.2		The US Borrower hereby binds and obliges itself to repay on the last day of the Revolving Period the entire amount of the US Revolving Loans and the US Swingline Loan outstanding on such date in principal, interest, fees and accessories and interest on arrears of interest, fees and accessories.

Amended and Restated Credit Agreement – Page 11

2.10

Compulsory Repayment of Excess Loans

	2.10.1		Where under any circumstances, including any voluntary reduction of the Cdn Revolving Facility (including any reduction of the Cdn Revolving Facility resulting from an adjustment to the Revolving Facilities pursuant to Section 2.15) but excluding as a result solely of Exchange Rate fluctuations, the sum of the Cdn Revolving Loans and the Cdn Swingline Loan exceeds the Cdn Revolving Facility, then the Cdn Borrower shall forthwith repay such portion of the Cdn Revolving Loans as will reduce such excess to nil.

	2.10.2		Where under any circumstances, including any voluntary reduction of the US Revolving Facility (including any reduction of the US Revolving Facility resulting from an adjustment to the Revolving Facilities pursuant to Section 2.15) but excluding as a result solely of Exchange Rate fluctuations, the sum of the US Revolving Loans and the US Swingline Loan exceeds the US Revolving Facility, then the US Borrower shall forthwith repay such portion of the US Revolving Loans as will reduce such excess to nil.

	2.10.3		Concurrently with any repayment under this Section, the Cdn Borrower or the US Borrower, as the case may be, shall pay any losses and expenses incurred or suffered by any Lender or the Administrative Agent as a result of such repayment, to the extent provided for in this Agreement;

	2.10.4		Concurrently with any such repayment, the Cdn Borrower or the US Borrower, as the case may be, shall issue a Repayment Notice.

2.11

Compulsory Repayment of Loans as a Result of Exchange Rate Fluctuations

	2.11.1		Where the Administrative Agent determines that as a consequence of fluctuations in the Exchange Rate, (i) the sum of the Cdn Revolving Loans and the Cdn Swingline Loan exceeds by more than 5% the Cdn Revolving Facility, (ii) the sum of the US Revolving Loans and the US Swingline Loan exceeds by more than 5% the US Revolving Facility, or (iii) the sum of the Cdn Revolving Loans, the Cdn Swingline Loan, the US Revolving Loans and the US Swingline Loan exceeds the aggregate amount of the Revolving Facilities, the Administrative Agent may deliver to the Cdn Borrower or the US Borrower, as the case may be, a written notice requiring the Cdn Borrower or the US Borrower, as the case may be, to repay such portion of the Cdn Revolving Loans or the US Revolving Loans, as the case may be, as will reduce such excess to nil.

	2.11.2		The Cdn Borrower and the US Borrower hereby bind and oblige themselves to repay within three (3) Business Days of receipt of such request such portion of the relevant Cdn Revolving Loans (in the case of the Cdn Borrower) and the US Revolving Loans (in the case of the US Borrower), as will reduce such

Amended and Restated Credit Agreement – Page 12

excess to nil. Concurrently with any such repayment, the Cdn Borrower or the US Borrower (as the case may be) shall issue a Repayment Notice.

2.12

Voluntary Repayment of Loans

	2.12.1		At any time during the Revolving Period, the Cdn Borrower may voluntarily repay the whole or any part of the Cdn Revolving Loans or the Cdn Swingline Loan, and the US Borrower may voluntarily repay the whole or any part of the US Revolving Loans or the US Swingline Loan.

	2.12.2		The Cdn Borrower or the US Borrower, as the case may be, shall issue a Repayment Notice prior to any such repayment of the Cdn Revolving Loans or the US Revolving Loans, as the case may be.

	2.12.3		Where any such voluntary repayment relates to the whole or any part of the BA Liabilities or Libor Loans, then such repayment shall only be made on the Selected Maturity Date of the Selected Amounts proposed to be so repaid and the amount of such repayment shall be equal to the Selected Amounts proposed to be so repaid.

2.13

Repayment Notice

2.13.1

Unless otherwise specified or required hereunder, any Repayment Notice shall be delivered to the Administrative Agent at least:

	2.13.1.1		one (1) Business Day prior to the date of the relevant repayment if such repayment relates only to Prime Rate Loans, US Base Rate Loans or US Prime Rate Loans;

	2.13.1.2		three (3) Banking Days priors to the date of the relevant repayment if such repayment relates in whole or in part to Libor Loans; and

	2.13.1.3		in all other cases, two (2) Business Days prior to the date of the relevant repayment.

			Once delivered, no Repayment Notice may be revoked or withdrawn by the Borrowers.

	2.13.2		In the Repayment Notice, the Cdn Borrower or the US Borrower, as the case may be, may specify to which Types of Revolving Loans the repayment shall be imputed. In the event the Cdn Borrower or the US Borrower, as the case may be, fails to deliver a Repayment Notice or if the Repayment Notice is incomplete, then such repayment shall be applied in accordance with the provisions of Section 9.2.

Amended and Restated Credit Agreement – Page 13

2.14

Additional Borrowers

The Cdn Borrower may, upon giving not less than 15 days prior written notice to the Administrative Agent, designate (i) one or more of its Cdn Restricted Subsidiaries as an Additional Cdn Borrower under the Cdn Revolving Facility, or (ii) one or more of its US Restricted Subsidiaries as an Additional US Borrower under the US Revolving Facility, in each case by delivering to the Administrative Agent an Additional Borrower Accession Agreement executed by such Additional Cdn Borrower or Additional US Borrower, as the case may be, the Restricted Credit Parties and the Administrative Agent, together with an opinion of the Restricted Credit Parties’ Counsel in form and substance satisfactory to the Administrative Agent, and such other documents and instruments as the Administrative Agent may reasonably request. Upon such delivery, such Additional Cdn Borrower or Additional US Borrower, as the case may be, shall for all purposes of this Agreement be a Borrower hereunder and a party to this Agreement.

2.15

Reallocations amongst Revolving Facilities

	2.15.1		The Cdn Borrower may, upon giving not less than 10 days prior written notice to the Administrative Agent (a “Facility Reallocation Request”), request that the amount of the Revolving Facilities be apportioned differently as between the Cdn Revolving Facility and the US Revolving Facility. A Facility Reallocation Request may request a change (increase or decrease) in each such component of the Revolving Facilities (including for greater certainty, the Swingline Facilities) so long as (i) the aggregate Revolving Commitments determined after such reallocation is made would not exceed the amount of the aggregate Revolving Commitments in effect immediately before such reallocation is made, (ii) the Cdn Swingline Commitment Amount and the US Swingline Commitment Amount, respectively, determined after such reallocation is made would not exceed the Cdn Revolving Facility and the US Revolving Facility, respectively, determined after such reallocation is made, and (iii) the sum of the Cdn Swingline Commitment Amount and the US Swingline Commitment Amount determined after such reallocation is made would not exceed the Aggregate Swingline Commitment Amount. Any such Facility Reallocation Request shall not be delivered more than once during any fiscal quarter of the Cdn Borrower.

	2.15.2		Promptly following receipt of a Facility Reallocation Request the Administrative Agent shall notify each Lender and request each Lender to approve the modifications requested therein. Each Lender may, subject to the provisions of the immediately following sentence of this subsection 2.15.2, elect to approve or refuse such Facility Reallocation by notice to the Administrative Agent to such effect. If a Lender or an Affiliate of such Lender is able to increase or assume a Revolving Commitment under a Revolving Facility so requested of such Lender pursuant to a Facility Reallocation Request in an amount that equals a reduction under the other Revolving Commitment of such Lender (or Affiliate thereof) pursuant to such

Amended and Restated Credit Agreement – Page 14

			Facility Reallocation Request without suffering any legal, regulatory or economic loss and expense, such Lender will not unreasonably withhold its approval of the Facility Reallocation Request. The Administrative Agent shall, promptly following receipt of such information, notify the Cdn Borrower of all Lenders which have approved such Facility Reallocation Request and those which have refused.

	2.15.3		On or before the last Business Day of the fiscal quarter of the Cdn Borrower during which any Facility Reallocation Request is submitted to the Administrative Agent, the Cdn Borrower shall notify the Administrative Agent as to whether or not it wishes to modify the Revolving Commitments of the Lenders in accordance with the approvals and refusals of the Lenders to such Facility Reallocation Request. If the Cdn Borrower notifies the Administrative Agent that it does not wish to so modify the Revolving Commitments, then no such modification shall take place. If, however, the Cdn Borrower notifies the Administrative Agent that it wishes to so modify the Revolving Commitments, then the Administrative Agent shall promptly notify the Lenders of such fact and the Revolving Commitments of those Lenders which have consented to such Facility Reallocation Request shall be automatically modified as of the first Business Day of the fiscal quarter of the Cdn Borrower following the expiry of the 10-day notice period referred to in subsection 2.15.1 to the extent they have agreed to the changes requested and thereupon each component of the Revolving Facilities shall be modified accordingly and the Rateable Share of the respective Lenders in respect of the applicable Revolving Commitments and Revolving Loans shall be adjusted accordingly.

2.16

Extension of the Revolving Period

	2.16.1		The Borrowers may request that the Revolving Period be extended for additional individual periods of one (1) year (each such period to commence on the day immediately following the last day of the then current Revolving Period), by delivering to the Administrative Agent an Extension Request no earlier than 90 days and no later than 45 days prior to each anniversary of the Restatement Date.

	2.16.2		Upon receipt of an Extension Request, the Administrative Agent shall deliver a copy thereof to each Lender and no later than 30 days following the receipt thereof from the Administrative Agent, each such Lender shall inform the Administrative Agent of its decision to extend or not to extend the Revolving Period. The decision of a Lender to extend the Revolving Period is irrevocable. The failure by a Lender to inform the Administrative Agent of its decision within such period shall result in such Lender being deemed to have refused to extend its Revolving Period. Upon receipt by the Administrative Agent of the notices of acceptance or refusal (or deemed refusal) from the

Amended and Restated Credit Agreement – Page 15

			Lenders, the Administrative Agent shall promptly inform the Borrowers and the Lenders of the results.

	2.16.3		If the aggregate amount of the Revolving Commitments of the Lenders that have agreed to extend the Revolving Period represents 66²/₃% or less of the Revolving Facilities, then the Revolving Period shall not be extended and shall expire in accordance with its terms.

	2.16.4		If the aggregate amount of the Revolving Commitments of the Lenders that have agreed to extend the Revolving Period represents more than 66²/₃% of the Revolving Facilities, then, with respect to each Dissenting Lender, the Borrowers shall have the right, prior to the anniversary of the Restatement Date that is three (3) years prior to the end of the then current Revolving Period, to replace such Dissenting Lender as contemplated in Section 2.17 or cancel its Revolving Commitment as contemplated in Section 2.18, provided, however, that no Default or Event of Default has occurred and is continuing on the effective date of such replacement or cancellation, as the case may be.

	2.16.5		If, prior to the anniversary of the Restatement Date that is three (3) years prior to the end of the then current Revolving Period, the Borrowers have replaced all Dissenting Lenders as contemplated in Section 2.17 or cancelled their respective Revolving Commitments as contemplated in Section 2.18, then the Revolving Period shall be extended as hereinabove mentioned.

	2.16.6		If, prior to the anniversary of the Restatement Date that is three (3) years prior to the end of the then current Revolving Period, the Borrowers have not replaced all Dissenting Lenders as contemplated in Section 2.17 or cancelled their respective Revolving Commitments as contemplated in Section 2.18, then the Revolving Period shall not be extended and shall expire in accordance with its terms.

2.17

Replacement of Dissenting Lenders

With respect to each Dissenting Lender that the Borrowers desire to replace:

	2.17.1		the Borrowers shall initially be required to ask each Lender who has agreed to extend its Revolving Period, through the Administrative Agent, if it desires to have the Loan or any portion thereof of such Dissenting Lender Assigned to it and assume the corresponding portion of the Revolving Commitment of such Dissenting Lender; and

	2.17.2		then, in the event that no such Lender informs the Administrative Agent within ten (10) days of such request of the Borrowers of its intention to proceed with such an Assignment or that the aggregate amount of the Loan and the Revolving Commitment that the Lenders desire to have Assigned to them is less than the amount of the Loan and the Revolving Commitment of

Amended and Restated Credit Agreement – Page 16

such Dissenting Lender, the Borrowers may request that such portion of the Loan and the Revolving Commitment of such Dissenting Lender be Assigned to one or more financial institutions, the whole in accordance with Section 22.5 provided, however, that the Borrowers shall pay to the Administrative Agent the fees contemplated in paragraph 22.5.1.4.

2.18

Cancellation of the Revolving Commitments of Dissenting Lenders

With respect to each Dissenting Lender whose Revolving Commitment the Borrowers desire to cancel, the Borrowers shall so notify in writing the Administrative Agent and such Dissenting Lender five (5) Business Days prior to the effective date of such cancellation. On the effective date of such cancellation, the Revolving Commitment of such Dissenting Lender shall be cancelled and the Borrowers shall repay the entire amount of the Loan of such Dissenting Lender.

2.19

Accordion Feature

	2.19.1		At any time that no Default has occurred and is continuing, the Borrowers may, by notice to the Administrative Agent, request that on the terms and subject to the conditions contained in this Agreement, the Lenders or New Lenders provide up to an aggregate amount of Cdn$250,000,000 in additional loan commitments consisting, at Borrowers’ option, of either Cdn Revolving Commitments or US Revolving Commitments (the “Additional Revolving Commitments”).

	2.19.2		Upon receipt of such notice, the Administrative Agent shall use commercially reasonable efforts to arrange for the Lenders to provide such Additional Revolving Commitments, provided that the Administrative Agent will first offer each of the Lenders that then has a Revolving Commitment under the Revolving Facilities a pro rata portion (based upon the applicable Revolving Facility, at such time) of any such Additional Revolving Commitments. Nothing contained in this Section or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such Additional Revolving Commitments.

	2.19.3		To the extent that any Lenders or New Lenders agree, in their sole discretion, to provide any Additional Revolving Commitments, (i) the applicable Revolving Facility and the applicable Revolving Commitments shall be increased by the amount of the Additional Revolving Commitments agreed to be so provided, (ii) at such time and in such manner as the Borrowers and the Administrative Agent shall agree, the Lenders shall assign and assume outstanding applicable Revolving Loans held by each Lender to conform to the respective percentages of the applicable Revolving Commitments of the Lenders, and (iii) the Borrowers shall execute and deliver any amendments or modifications to any Operative Document as the Administrative Agent may reasonably request.

Amended and Restated Credit Agreement – Page 17

ARTICLE 3

PRIME, US PRIME AND US BASE RATE LOANS

3.1

Request for Prime Rate Loans, US Prime Rate Loans or US Base Rate Loans

Any Draw Request or Conversion Request pursuant to which an Advance is requested by way of Prime Rate Loan, US Base Rate Loan or US Prime Rate Loan shall be delivered at the latest by 1:00 P.M. (Montréal time) on the Business Day immediately preceding the proposed Borrowing Date and shall specify the following information:

			3.1.1 the proposed Borrowing Date which must be a Business Day;

			3.1.2 the principal amount requested to be Advanced; and

			3.1.3 under which of the Revolving Facilities the Advance is requested.

3.2

Apportionment among the Lenders

The aggregate principal amount of any Advance requested under Section 3.1 shall be apportioned among the Lenders on a Rateable Share basis of the relevant Revolving Facility.

3.3

Interest on Prime Rate Basis

The Cdn Borrower shall pay each Cdn Lender interest on such Lender’s Prime Rate Loan at an annual rate applicable for each day during which such Loan is outstanding equal to the Prime Rate at the close of business on each such day plus the Relevant Margin applicable on each such day.

3.4

Interest on US Base Rate Basis

The Cdn Borrower shall pay each Cdn Lender interest on such Lender’s US Base Rate Loan at an annual rate applicable for each day during which such Loan is outstanding equal to the US Base Rate at the close of business on each such day plus the Relevant Margin applicable on each such day.

3.5

Interest on US Prime Rate Basis

The US Borrower shall pay each US Lender interest on such Lender’s US Prime Rate Loan at an annual rate applicable for each day during which such Loan is outstanding equal to the US Prime Rate at the close of business on each such day plus the Relevant Margin applicable on each such day.

3.6

Computation of Interest

3.6.1

Interest in respect of the Prime Rate Loans shall be computed on the basis of a 365 day year for the actual number of days elapsed;

Amended and Restated Credit Agreement – Page 18

	3.6.2		interest in respect of the US Base Rate Loans shall be computed on the basis of (i) a 365 day year for the actual days elapsed during any period when the US Base Rate is calculated using the Administrative Agent’s US Base Rate and (ii) a 360 day year for the actual number of days elapsed during any period when the US Base Rate is calculated using the Federal Funds Effective Rate;

	3.6.3		interest in respect of the US Prime Rate Loans shall be computed on the basis of a 360 day year for the actual number of days elapsed; and

	3.6.4		interest payable on each Loan is calculated upon the daily outstanding balance of such Loan from and including the date it is advanced until, but excluding, the date it is repaid in full.

3.7

Payment of Interest

Interest is payable in arrears on the applicable Interest Payment Date, with interest on all overdue interest at the rate applicable to principal during the period in which it remains unpaid plus, to the extent permitted by Applicable Law, 2% per annum, computed daily, compounded monthly on the applicable Interest Payment Date, such overdue interest being payable upon the demand of the Administrative Agent. Interest payable on the Loans shall be payable both before and after demand, default and judgment at the applicable rates set forth herein.

3.8

Interest on Loans Generally

Where no specific provision for interest on any amount outstanding and payable by the Borrowers is made in this Agreement, interest thereon shall be computed and payable on a Prime Rate Basis if the amount outstanding is denominated in Canadian Dollars or on a US Base Rate Basis if the amount outstanding is denominated in US Dollars.

3.9

Annual Equivalents

The annual rates of interest to which are equivalent the rates determined in accordance with the provisions of subsection 3.6.3 and with the provisions of clause (ii) of subsection 3.6.2 are the following rate: (the quoted rate) x (number of days in the year) ÷ 360 = % per annum. The annual rates to which are equivalent the rates determined in accordance with the provisions of subsection 3.6.1 and clause (i) of subsection 3.6.2 are the following rate: (the quoted rate) x (number of days in the year) ÷ 365 = % per annum.

Amended and Restated Credit Agreement – Page 19

ARTICLE 4

BANKER’S ACCEPTANCES

4.1

Requests for the Issuance of BAs

Any Draw Request or Conversion Request pursuant to which the Cdn Borrower requests an issue of BAs shall be delivered to the Administrative Agent by 10:00 A.M. (Montréal time) at least two (2) Business Days prior to the proposed Issuance Date and shall specify the following information:

	4.1.1		the Selected Period during which it desires such issue of BAs to be outstanding. Such Selected Period must be of one, two, three or six months or such other period as may be acceptable to the Administrative Agent, acting in accordance with the instructions of all the Cdn Lenders;

	4.1.2		the aggregate face amount of such issue of BAs. Such aggregate face amount must be at least Cdn$5,000,000 and a whole multiple of Cdn$100,000;

	4.1.3		the proposed Issuance Date which must be a Business Day falling during the Revolving Period; and

	4.1.4		the Selected Maturity Date which must be a Business Day falling during the Revolving Period.

4.2

Notice to Lenders of Particulars Relating to BAs

	4.2.1		At the latest on the Business Day immediately preceding any Issuance Date, the Administrative Agent shall notify each Cdn Lender of the aggregate face amount of BAs to be accepted by it on the Issuance Date and of the Selected Period applicable to such BAs. The Administrative Agent shall promptly notify the Cdn Borrower and each Cdn Lender, prior to 11:00 A.M. (Montréal time) on any Issuance Date of the Discount Rate, Stamping Fee and BA Proceeds applicable to such BAs.

	4.2.2		The aggregate face amount of an issue of BAs shall be apportioned as among the Cdn Lenders on a Rateable Share basis. Where such apportionment results in the aggregate face amount of BAs to be accepted by a Cdn Lender for the same Selected Period not to be a whole multiple of Cdn$100,000, such aggregate face amount shall be increased or reduced by the Administrative Agent in its sole discretion to the nearest whole multiple of Cdn$100,000, without affecting the aggregate face amount of BAs accepted by the Cdn Lenders for the same Selected Period.

Amended and Restated Credit Agreement – Page 20

4.3

Cdn Lenders to Accept Drafts

Each Cdn Lender hereby severally and neither jointly nor solidarily agrees to accept as BAs, on each Issuance Date, an aggregate face amount of Drafts equal to the amount specified to such Cdn Lender by the Administrative Agent pursuant to Section 4.2.

4.4

Stamping Fee

	4.4.1		In connection with and in consideration for the acceptance by each Cdn Lender of Drafts as contemplated in Section 4.3, the Cdn Borrower shall pay to each Cdn Lender, a stamping fee equal to the product resulting from multiplying the face amount of each Draft so accepted by such Cdn Lender by a fraction, the numerator of which shall consist of the product resulting from multiplying the applicable Relevant Margin in effect on the relevant Issuance Date by the number of days in the Selected Period applicable to such BA and the denominator of which shall consist of 365.

	4.4.2		Where during any Selected Period, the Relevant Margin changes, on the Reset Date upon which such change has taken effect (or when the Administrative Agent is unable to proceed on the Reset Date, within five (5) Business Days of any request from the Administrative Agent), the Cdn Borrower, on the one hand, and the Administrative Agent, for the account of the Cdn Lenders, on the other hand, shall settle as among themselves any amounts resulting from any adjustment of the Relevant Margin during such Selected Period, taking into consideration the Relevant Margin that would have been applicable on the date of any such change to any outstanding Advance made by way of BAs as of and from the date of any such change, the remaining term of the applicable Selected Period and the face amount of the relevant BAs. The Cdn Lenders and the Cdn Borrower, through the Administrative Agent, shall pay to each other, as required, the appropriate amounts resulting from any such adjustment.

	4.4.3		In payment of the Stamping Fee payable in connection with any BA, each Cdn Lender shall retain from the Discounted Proceeds relating to such BA an amount equal to such Stamping Fee.

4.5

Cdn Lenders to Discount BAs

	4.5.1		Each Cdn Lender hereby severally and neither jointly nor solidarily agrees to purchase the BAs accepted by it under the terms hereof on the Issuance Date of such BAs for an amount equal to the Discounted Proceeds of such BAs.

	4.5.2		Any BA so purchased by any Cdn Lender may be held by it for its own account or sold or traded in (y) the money market, either directly or through securities brokers or dealers, in accordance with such arrangements as such

Amended and Restated Credit Agreement – Page 21

Cdn Lender may consider appropriate to make or (z) a clearing house within the meaning of the Depository Bills and Notes Act (Canada).

4.6

Cdn Lenders to Make BA Proceeds Available to Administrative Agent

On each Issuance Date, each Cdn Lender shall make available to the Administrative Agent, the BA Proceeds relating to the BAs accepted and purchased by it on such date.

4.7

Payment of BAs

On each Selected Maturity Date, the Cdn Borrower shall pay the face amount of all BAs maturing on such date. Where the Cdn Borrower fails to make such payment, the Cdn Borrower shall be deemed to have requested that portion of the BA Liabilities corresponding to the BAs then maturing to be converted on such Selected Maturity Date into a Prime Rate Loan.

4.8

Waiver

The Cdn Borrower shall not claim from any Cdn Lender any days of grace for the payment at maturity of any BA issued and accepted by that Cdn Lender. Furthermore, the Cdn Borrower waives any defence to payment which might otherwise exist if for any reason a BA issued hereunder shall be held by or for the account of a Cdn Lender in its own right at the maturity thereof.

4.9

Obligations Absolute

The obligations of the Cdn Borrower with respect to BAs hereunder are unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following circumstances:

	4.9.1		any lack of validity or enforceability of any Draft accepted by any Cdn Lender as a BA, except where such lack of validity or enforceability shall have resulted from such Cdn Lender’s intentional or gross fault or wilful misconduct or that of its directors, officers, employees, advisors, representatives and agents; or

	4.9.2		the existence of any defence, right of action, right of compensation or set-off or claim of any nature whatsoever which the Cdn Borrower may at any time have or have had against the holder of a BA, the Administrative Agent, a Cdn Lender or any other Person, whether in connection with this Agreement or otherwise.

4.10

Power of Attorney to Sign Drafts

In order to facilitate the issuance of BAs hereunder, the Cdn Borrower hereby authorizes each of the Cdn Lenders to sign, endorse and complete Drafts on its behalf in handwritten or by facsimile or mechanical signature or otherwise and once so signed, endorsed and completed, to purchase, discount and negotiate same or, as the case may be, deposit same in a clearing house as

Amended and Restated Credit Agreement – Page 22

contemplated in the Depositary Bills and Notes Act (Canada), the whole as and when deemed necessary by any such Cdn Lender for all purposes of this Article 4. In this regard, the parties hereto do hereby agree as follows:

	4.10.1		all Drafts so signed, endorsed and completed on behalf of the Cdn Borrower by any Cdn Lender shall bind the Cdn Borrower as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of the Cdn Borrower;

	4.10.2		neither the Administrative Agent nor the Cdn Lenders nor any of their respective directors, officers, employees or representatives shall be liable for any action taken or omitted to be taken by it or them under this Article 4, except for its or their own intentional or gross fault or wilful misconduct;

	4.10.3		the Cdn Borrower shall pay upon demand to each Cdn Lender, the face amount of any form of Draft which on its face appears or purports to have been issued by the Cdn Borrower and circulated fraudulently or without authority by any Person other than the Administrative Agent, the Cdn Lenders or any of their respective directors, officers, employees or representatives and which was subsequently presented to a Cdn Lender for payment and paid by such Cdn Lender and shall indemnify and hold harmless such Cdn Lender from and against any and all losses and expenses which may be imposed on or incurred by or asserted against such Cdn Lender in any way relating to, arising out of or resulting from such fraudulent, unauthorized or illegal issuance or use of such Drafts, except where such fraudulent, unauthorized or illegal issuance or use of such Drafts shall have resulted from such Cdn Lender’s intentional or gross fault or wilful misconduct or that of its directors, officers, employees, advisors, representatives and agents. To the extent the Cdn Borrower shall have paid such payment relating to, arising out of, or resulting from, such fraudulent unauthorized or illegal issuance or use of such Drafts and to the extent further that such fraudulent, unauthorized or illegal issuance or use of such Drafts shall have resulted from such Cdn Lender’s intentional or gross fault or wilful misconduct, such Cdn Lender shall promptly reimburse to the Cdn Borrower the amounts so paid by the Cdn Borrower and shall furthermore indemnify and hold harmless the Cdn Borrower from and against any and all losses and expenses incurred by or asserted against the Cdn Borrower in any way relating to, arising out of, or resulting from, such fraudulent, unauthorized or illegal issuance or use of such Drafts. Subject to the immediately proceeding sentence, following any such payment by the Cdn Borrower, any amount recovered by the Cdn Lender from a third party in connection with such Draft shall be remitted to the Cdn Borrower by such Cdn Lender forthwith after deducting therefrom any amounts (including the reasonable costs and expenses incurred by such Cdn Lender in connection with such recovery) not otherwise paid by the Cdn Borrower; and

Amended and Restated Credit Agreement – Page 23

4.10.4

upon the request of the Cdn Borrower, any Cdn Lender shall cancel all of the forms of Drafts which shall have been signed, endorsed and completed by such Cdn Lender on behalf of the Cdn Borrower as hereinabove contemplated in this Section and which shall not as yet have been issued in accordance with such instructions of the Cdn Borrower, provided that under such circumstances, such Cdn Lender shall have no liability for failing to make any further requested Advance by way of BAs.

4.11

Special Provisions with respect to Non-BA Lenders

	4.11.1		The provisions of this Article 4 shall apply to any Non-BA Lender, save and except that such Non-BA Lender shall perform its obligations under this Article not by the acceptance of bills of exchange or, as the case may be, depository bills as such expression is defined in the Depository Bills and Notes Act, but rather, subject to all of the terms and conditions of this Agreement, shall make direct Advances to the Cdn Borrower equal to its Rateable Share of any Advance that, pursuant to a Draw Request or a Conversion Request, the Cdn Borrower may request, be or become outstanding by way of BAs.

	4.11.2		The principal amount of the Indebtedness of the Cdn Borrower towards such Non-BA Lender with respect to any Advance made by such Non-BA Lender under this Section 4.11, shall be equal to the face amount of any BA Equivalent Note issued by the Cdn Borrower in order to evidence such Advance.

	4.11.3		In order to provide such Non-BA Lender with comparable benefits to those enjoyed by the other Lenders under this Article 4, in connection with each BA Equivalent Note issued by the Cdn Borrower to such Non-BA Lender, such Non-BA Lender shall make available to the Cdn Borrower an amount equal to the BA Proceeds relating to such BA Equivalent Note.

	4.11.4		Save as otherwise expressly altered by this Section 4.11, the remaining provisions of this Agreement pertaining to BAs shall apply in all respects to such BA Equivalent Notes and such Non-BA Lender mutatis mutandis.

ARTICLE 5

LIBOR LOANS

5.1

Request for Libor Loans

Any Draw Request or Conversion Request pursuant to which a Borrower requests a Libor Loan shall be delivered to the Administrative Agent by 10:00 A.M. (Montréal time) three (3) Banking Days prior to the proposed Borrowing Date and shall specify the following information:

Amended and Restated Credit Agreement – Page 24

	5.1.1		the Selected Period applicable to such Libor Loans. Such Selected Period must be of one, two, three or six months or such other period as may be acceptable to the Administrative Agent, acting in accordance with the instructions of (i) all the Cdn Lenders in the case of the Cdn Revolving Libor Loans, and (ii) all the US Lenders in the case of the US Revolving Libor Loans;

	5.1.2		for each Selected Period, the aggregate principal amount requested to be outstanding on a Libor Basis. Such aggregate principal amount must be at least (i) US$5,000,000 and a whole multiple of US$100,000 for a Libor Loan denominated in US Dollars, (ii) £3,000,000 and a whole multiple of £100,000 for a Libor Loan denominated in Sterling, and (iii) €4,000,000 and a whole multiple of €100,000 for a Libor Loan denominated in Euros;

	5.1.3		the proposed Borrowing Date which must be a Banking Day falling during the Revolving Period;

	5.1.4		the Selected Maturity Date which must be a Banking Day falling during the Revolving Period; and

	5.1.5		under which of the Revolving Facilities the Advance is requested.

5.2

Establishment of Libor and Selected Amounts

5.2.1

Libor shall be established by the Administrative Agent on the applicable Quotation Date prior to the relevant Borrowing Date. By 2:00 P.M. (Montréal time) on the applicable Quotation Date prior to the relevant Borrowing Date, the Administrative Agent shall notify the relevant Borrower and each Lender of:

	5.2.1.1		the Revolving Facility under which the Advance is requested, the Selected Amount to be Advanced by each Lender on the proposed Drawdown Date and the Selected Period applicable to each such Selected Amount; and

	5.2.1.2		the Libor applicable to each Selected Amount for each Selected Period.

5.2.2

For each Selected Period, the aggregate principal amount requested by a Borrower to be outstanding on a Libor Basis shall be apportioned as among the Lenders on a Rateable Share basis of the Revolving Facility under which such Libor Loan is requested.

Amended and Restated Credit Agreement – Page 25

5.3

Interest on Libor Basis

	5.3.1		The Cdn Borrower shall pay each Cdn Lender interest on each Selected Amount forming part of the Cdn Revolving Libor Loan of such Cdn Lender; and

	5.3.2		The US Borrower shall pay each US Lender interest on each Selected Amount forming part of the US Revolving Libor Loan of such US Lender;

in each case, at an annual rate applicable for each day during which such Selected Amount is outstanding equal to the Libor applicable to such Selected Amount plus the Relevant Margin applicable on each such day.

5.4

Computation of Interest

	5.4.1		Interest in respect of the Libor Loans shall be computed on the basis of a (i) 360 day year for the actual number of days elapsed in the case of Libor Loans denominated in US Dollars and Euros, and (ii) 365 day year for the actual number of days elapsed in the case of Libor Loans denominated in Sterling.

	5.4.2		Interest payable on each Selected Amount is calculated upon the daily outstanding balance of such Selected Amount from and including the date it is advanced until, but excluding, the date it is repaid in full.

5.5

Payment of Interest

	5.5.1		Interest in respect of the Libor Loans is payable in arrears on the applicable Interest Payment Date.

	5.5.2		Overdue interest bears interest at an annual rate applicable for each day during which such interest is outstanding equal to:

	5.5.2.1		where the Selected Amount to which such interest relates forms part of the Cdn Revolving Libor Loans denominated in US Dollars, the US Base Rate;

	5.5.2.2		where the Selected Amount to which such interest relates forms part of the US Revolving Libor Loans denominated in US Dollars, the US Prime Rate; and

	5.5.2.3		where the Selected Amount to which such interest relates forms part of the Cdn Revolving Libor Loans or the US Revolving Libor Loans denominated in Sterling or Euros, the interest rate which would apply if such overdue interest had been a Libor Loan in the amount and currency of such overdue interest and for a period equivalent to the period during which such overdue interest

Amended and Restated Credit Agreement – Page 26

remains unpaid (as such period may be divided into successive periods, the duration of which shall be selected by the Administrative Agent, acting reasonably);

in each case at the close of business on each such day plus the Relevant Margin applicable on each such day, plus, to the extent permitted by Applicable Law, 2% per annum, compounded monthly on the first (1^st) day of each month and payable upon the demand of the Administrative Agent.

5.5.3

Interest payable on the Libor Loans shall be payable both before and after demand, default and judgment at the applicable rates set forth herein.

5.6

Annual Equivalents

The annual rates of interest to which are equivalent the rates determined in accordance with the provisions of clause (i) of subsection 5.4.1 are the following rates: (the quoted rate) x (number of days in the year) ÷ 360 = % per annum. The annual rates of interest to which are equivalent the rates determined in accordance with the provisions of clause (ii) of subsection 5.4.1 are the following rates: (the quoted rate) x (number of days in the year) ÷ 365 = % per annum

5.7

Payment on Selected Maturity Date

On each Selected Maturity Date:

	5.7.1		the Cdn Borrower shall pay in full the Selected Amounts maturing on such date and which form part of the Cdn Revolving Libor Loans; and

	5.7.2		the US Borrower shall pay in full the Selected Amounts maturing on such date and which form part of the US Revolving Libor Loans.

Where the relevant Borrower fails to make such payment, such Borrower shall be deemed to have requested that portion of the Libor Loans corresponding to such Selected Amounts then maturing to be converted on such Selected Maturity Date into a:

	5.7.3		Cdn Revolving US Base Rate Loan, where such Selected Amount formed part of the Cdn Revolving Libor Loans; and

	5.7.4		US Revolving US Prime Rate Loans, where such Selected Amount formed part of the US Revolving Libor Loans.

Amended and Restated Credit Agreement – Page 27

ARTICLE 6

LETTERS OF CREDIT

6.1

Requests for the Issuance of LCs

Any Draw Request or Conversion Request pursuant to which the Cdn Borrower or the US Borrower request the issuance of one or more LCs shall be delivered to the Administrative Agent and the relevant LC Issuing Lender by 10:00 A.M. (Montréal time) at least two (2) Business Days prior to the proposed Issuance Date and shall specify the following information:

	6.1.1		the Selected Maturity Date of each LC so requested. Each LC shall by its terms be stated to expire on a date no later than the earlier to occur of (i) the last day of the Revolving Period, or (ii) three (3) years from the date of its issuance or extension;

	6.1.2		the face amount of each LC so requested. Such face amount must be denominated in Canadian Dollars, US Dollars, Sterling, Euros or other Agreed Foreign Currencies where such LC is requested under the Cdn Revolving Facility and in US Dollars, Sterling, Euros or other Agreed Foreign Currencies where such LC is requested under the US Revolving Facility;

	6.1.3		the beneficiary of each LC so requested, the conditions of payment under each such LC and all other information required to prepare each such LC;

	6.1.4		the Person (if not the Borrower that requested same) to whom each such LC should be delivered on the Issuance Date; and

	6.1.5		under which of the Revolving Facilities each such LC is requested to be issued.

Where the Cdn Borrower requests the issuance of an LC, then the relevant Draw Request or Conversion Request must be delivered to the Cdn LC Issuing Lender and when the US Borrower requests the issuance of an LC, then the relevant Draw Request or Conversion Request must be delivered to the US LC Issuing Lender.

No LC may be requested to be issued under any of the Revolving Facilities where as a result of the issuance of such LC, the aggregate LC Liabilities then outstanding would exceed Cdn$200,000,000.

6.2

Issuance of LCs

Provided all conditions of this Agreement have been met, by no later than 11:00 A.M. (Montréal time) on the relevant Issuance Date, the relevant LC Issuing Lender shall deliver to the Borrower that requested same, or to the Persons designated in the relevant Draw Request or Conversion Request, the LCs requested to be issued on such date.

Amended and Restated Credit Agreement – Page 28

6.3

LC Fee

The Cdn Borrower (in the case of an LC requested under the Cdn Revolving Facility) or the US Borrower (in the case of an LC requested under US Revolving Facility) shall pay to the Administrative Agent in connection with any LC:

	6.3.1		a fee, which shall be in the amount determined by the Administrative Agent to be equal to the sum of the products for each day during the Selected Period of such LC of (a) the Stated Amount of such LC at the end of the day, multiplied by (b) the quotient of (i) the Relevant Margin divided by (ii) (A) 365 in the case of an LC requested under the Cdn Revolving Facility, and (B) 360 in the case of an LC requested under the US Revolving Facility. Such fee shall be paid quarterly in arrears on the first Business Day of each calendar quarter until the Stated Amount of such LC is reduced to nil, at which time the final payment of such fee shall be paid;

	6.3.2		in addition to the amounts payable under subsections 6.3.1 and 6.3.3, a fee payable in accordance with the fee schedule of the LC Issuing Lender issuing same in force from time to time with respect to the issuance, renewal, amendment or cancellation of such LC; and

	6.3.3		in addition to the amounts payable under subsections 6.3.1 and 6.3.2, a fronting fee, calculated and payable in the same manner as the fee referred to in subsection 6.3.1, save that the reference to the Relevant Margin in clause (b) thereof shall be replaced by a reference to 0.125% per annum;

6.4

Distribution of LC Fee

Upon receipt of any payment on account of the LC Fee applicable to any LC, the Administrative Agent shall forthwith distribute same among the Lenders as follows:

	6.4.1		to the LC Issuing Lender that issued such LC, for its own account and exclusive benefit, the fees referred to in subsections 6.3.2 and 6.3.3; and

	6.4.2		to the Lenders (including the Lender that is also the LC Issuing Lender) the fee referred to in subsection 6.3.1 on a Rateable Share basis of the Revolving Facility under which such LC is issued.

6.5

Payment by a LC Issuing Lender under LCs

6.5.1

The aggregate principal amount or amounts of monies paid by a LC Issuing Lender at any time and from time to time under any LC which is in excess of the amount previously provided to such LC Issuing Lender by the Cdn Borrower or the US Borrower, as the case may be, in connection with such LC, shall constitute an Advance:

Amended and Restated Credit Agreement – Page 29

	6.5.1.1		to the Cdn Borrower under the Cdn Revolving Facility where such LC was issued under such Revolving Facility, in a principal amount equal to such unreimbursed disbursement (if denominated in Canadian Dollars or US Dollars) or the equivalent in Canadian Dollars of such unreimbursed disbursement determined at the rate of exchange quoted to the Administrative Agent by the Cdn LC Issuing Lender (if denominated in any other currency), and shall form part of the Cdn Revolving Prime Rate Loans or the Cdn Revolving US Base Rate Loans, as the case may be; and

	6.5.1.2		to the US Borrower under the US Revolving Facility where such LC was issued under such Revolving Facility, in a principal amount equal to such unreimbursed disbursement (if denominated in US Dollars) or the equivalent in US Dollars of such unreimbursed disbursement determined at the rate of exchange quoted to the Administrative Agent by the US LC Issuing Lender (if denominated in any other currency) and shall form part of the US Revolving US Prime Rate Loans.

6.5.2

Where a LC Issuing Lender shall have received a demand for payment under any LC it has issued hereunder and has determined to effect payment, unless it shall have been previously put into funds by the Cdn Borrower (where such LC was issued under the Cdn Revolving Facility) or the US Borrower (where such LC was issued under the US Revolving Facility) sufficient to effect such payment, it shall issue a written notice to the Administrative Agent and the Cdn Borrower or the US Borrower (as the case may be) advising them of the amount of and the currency in which such payment shall be made by such LC Issuing Lender and, if such currency shall not be Cdn Dollars or US Dollars, the equivalent of such amount, based on the applicable Exchange Rate, in Cdn Dollars (in the case of an LC issued under the Cdn Revolving Facility) or US Dollars (in the case of an LC issued under the US Revolving Facility), and requesting that:

	6.5.2.1		where such LC was issued under the Cdn Revolving Facility, the Cdn Lenders make an Advance by way of Cdn Revolving Prime Rate Loans or Cdn Revolving US Base Rate Loans, as the case may be, equal to such equivalent amount by the Business Day next following such notice; and

	6.5.2.2		where such LC was issued under the US Revolving Facility, the US Lenders make an Advance by way of US Revolving US Prime Rate Loans equal to such equivalent amount by the Business Day next following such notice.

6.5.3

Where the Administrative Agent has received such a notice prior to 11:00 A.M. (Montréal time), on any Business Day, it shall issue a notice to the

Amended and Restated Credit Agreement – Page 30

			applicable Lenders under Section 21.1 and the applicable Lenders, by no later than 11:00 A.M. (Montréal time) on the Business Day following the receipt of such notice from the Administrative Agent, shall make available to the Administrative Agent, in the Administrative Agent’s Account, by wire-transfer of funds, in each currency which has been requested, in same-day funds, the amount or amounts specified for such Lender in the aforesaid notice. The Administrative Agent shall on such Business Day disburse the amounts requested by a LC Issuing Lender, on behalf of the applicable Lenders, by crediting the funds it shall have received to the account of such LC Issuing Lender at its LC Issuing Office.

	6.5.4		In the event that a LC Issuing Lender shall have effected payment under a LC prior to receipt of the amounts requested from the Administrative Agent, such LC Issuing Lender shall have the exclusive benefit of the interest accruing on such amounts under the terms of this Agreement.

	6.5.5		Where the Administrative Agent receives a notice from a LC Issuing Lender at any time after 11:00 A.M. (Montréal time) on any Business Day, it shall be deemed to have received such notice prior to 11:00 A.M. (Montréal time) on the following Business Day.

	6.5.6		Subject to the provisions of Section 6.7, the Cdn Borrower covenants and agrees to indemnify the Cdn LC Issuing Lender for any amount which it may be required to pay under any LC issued by it under the terms hereof and the US Borrower covenants and agrees to indemnify the US LC Issuing Lender for any amount which it may be required to pay under any LC issued by it under the terms hereof.

6.6

Lenders’ Covenant to each LC Issuing Lender

6.6.1

Each Cdn Lender does hereby unconditionally and irrevocably covenant and agree to and in favour of the Cdn LC Issuing Lender, to purchase, at the request of the Cdn LC Issuing Lender, up to its Rateable Share (as it pertains to the Cdn Revolving Facility) of any amount the Cdn LC Issuing Lender is required to pay under any LC issued under the Cdn Revolving Facility which may be outstanding, its claim against the Cdn Borrower for any amount the Cdn LC Issuing Lender may be required to pay under any LC issued under the Cdn Revolving Facility which may be outstanding. Each Cdn Lender hereby covenants to pay to the Cdn LC Issuing Lender as a purchase price of such claim an amount equal to such Rateable Share, in the manner and within the delays contemplated in Section 6.5. Any arrears on the payment of any such Rateable Share shall bear interest on a Prime Rate Basis if the amount of such arrears is denominated in Canadian Dollars or on a US Base Rate Basis if the amount of such arrears is denominated in US Dollars.

Amended and Restated Credit Agreement – Page 31

6.6.2

Each US Lender does hereby unconditionally and irrevocably covenant and agree to and in favour of the US LC Issuing Lender, to purchase, at the request of the US LC Issuing Lender, up to its Rateable Share (as it pertains to the US Revolving Facility) of any amount the US LC Issuing Lender is required to pay under any LC issued under the US Revolving Facility and which may be outstanding, its claim against the US Borrower for any amount the US LC Issuing Lender may be required to pay under any LC issued under the US Revolving Facility which may be outstanding. Each US Lender hereby covenants to pay to the US LC Issuing Lender such Rateable Share, in the manner and within the delays contemplated in Section 6.5. Any arrears on the payment of any such Rateable Share shall bear interest on a US Prime Rate Basis.

6.7

Obligations Absolute

The obligations of the Cdn Borrower and the US Borrower with respect to LCs hereunder are unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following circumstances:

	6.7.1		any lack of validity or enforceability of any draft or other document presented in connection with any payment requested under any LC except in the event of the LC Issuing Lender’s (that issued such LC) intentional or gross fault or wilful misconduct or that of its directors, employees, advisors, representatives and agents; or

	6.7.2		the existence of any defence, right of action, right of compensation or set-off or claim of any nature whatsoever which the Cdn Borrower or the US Borrower may at any time have or have had against the beneficiary of a LC, the LC Issuing Lenders, the other Finance Parties or any other Person, whether in connection with this Agreement or otherwise.

Neither the LC Issuing Lenders nor any of their respective correspondents, participants or assignees shall be liable or responsible for any of the matters described in clauses 6.7.1 or 6.7.2; provided, however, that anything in such clauses to the contrary notwithstanding, the Cdn Borrower may have a claim against the Cdn LC Issuing Lender and the US Borrower may have a claim against the US LC Issuing Lender, in each case, to the extent, but only to the extent, of any direct, as opposed to consequential, punitive or exemplary damages suffered by the Cdn Borrower or the US Borrower, as the case may be, that are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such LC Issuing Lender’s intentional or gross fault or wilful misconduct or that of its directors, employees, advisors, representatives and agents.

Amended and Restated Credit Agreement – Page 32

6.8

Existing LCs under the Existing Loans

The parties hereto expressly acknowledge and agree that as of and from the Original Closing Date:

	6.8.1		the Existing LCs shall be deemed to have been issued pursuant to a Drawdown under (i) the Cdn Revolving Facility and to form part of the Cdn Revolving LC Liabilities hereunder (in the case of such Existing LCs issued by Canadian Imperial Bank of Commerce and Bank of Montreal), and (ii) the US Revolving Facility and to form part of the US Revolving LC Liabilities (in the case of the Existing LC issued by Bank of America, N.A.);

	6.8.2		each one of Canadian Imperial Bank of Commerce and Bank of Montreal shall be deemed to be a Cdn LC Issuing Lender with respect to such Existing LCs issued by it and Bank of America, N.A. shall be deemed to be a US LC Issuing Lender with respect to such Existing LC issued by it; and

	6.8.3		the Borrowers shall pay an LC Fee with respect to such Existing LCs calculated in accordance with the provisions of Section 6.3 and distributed in accordance with the provisions of Section 6.4.

ARTICLE 7

CONVERSIONS AND ROLLOVERS

7.1

Request for Conversions

Any Borrower may request the Lenders to convert, within the same Revolving Facility, all or any portion of any Type of the Loans into another Type of Loans or to rollover any Type of the Loans into the same Type, by delivering to the Administrative Agent a Conversion Request within the delays herein contemplated. Any Conversion Request relating to (i) the Cdn Revolving Facility must be issued by the Cdn Borrower, and (ii) the US Revolving Facility must be issued by the US Borrower. Any Conversion Request delivered on any Business Day after the time by which it is required hereunder to be delivered, shall be deemed to have been received the next following Business Day.

7.2

Conversion or Rollover

On the relevant Conversion Date:

7.2.1

with respect to the Cdn Revolving Facility, the Cdn Borrower shall repay such portion of the Type of Cdn Revolving Loans that it desires be converted or rolled-over and shall be deemed to have requested a Drawdown under the Cdn Revolving Facility in the amount, the currency and the Type of Loan into which it desires to convert or rollover; and

Amended and Restated Credit Agreement – Page 33

7.2.2

with respect to the US Revolving Facility, the US Borrower shall repay such portion of the Type of US Revolving Loans that it desires be converted or rolled-over and shall be deemed to have requested a Drawdown under the US Revolving Facility in the amount, the currency and the Type of US Revolving Loan into which it desires to convert or rollover.

The provisions of this Agreement relating to Drawdowns shall apply mutatis mutandis to any such Advance requested by way of conversion or rollover.

7.3

Requirements for Conversions or Rollovers

Any conversion or rollover requested pursuant to Section 7.1:

	7.3.1		of BA Liabilities, may only be made on a Selected Maturity Date and only with respect to such part of the BA Liabilities represented by the BAs maturing on such date, unless the Cdn Borrower previously repays such BAs as set forth in Section 9.4;

	7.3.2		of Libor Loans, may only be made on a Selected Maturity Date and only with respect to such part of the Libor Loans maturing on such date;

	7.3.3		of LC Liabilities, may only be made on a Selected Maturity Date and only with respect to the LCs for which it is the Selected Maturity Date; and

	7.3.4		of Prime Rate Loans, US Base Rate Loans or US Prime Rate Loans may only be made on a Business Day.

Save as otherwise provided in Sections 4.7, 5.7 and 6.5, a conversion or rollover requested pursuant to Section 7.1 may only be effected if, on the relevant Conversion Date, no Default has occurred and is continuing.

7.4

No Revocation or Withdrawal of Conversion Requests

Once delivered, no Conversion Request may subsequently be revoked or withdrawn by the Borrowers.

ARTICLE 8

FEES

8.1

Stand-By Fees

8.1.1

The Cdn Borrower hereby covenants and agrees to pay to the Administrative Agent for the account of each Cdn Lender, with respect to such Cdn Lender’s Cdn Revolving Commitment, a stand-by fee equal for each day to the percentage per annum set out in Schedule “C” applicable on each such day to the Cdn Revolving Facility. Such fee is computed daily by the Administrative

Amended and Restated Credit Agreement – Page 34

			Agent on the daily balance of the Available Cdn Revolving Commitment of such Cdn Lender, as of and from the Original Closing Date until the last day of the Revolving Period.

	8.1.2		The US Borrower hereby covenants and agrees to pay to the Administrative Agent for the account of each US Lender, with respect to such US Lender’s US Revolving Commitment, a stand-by fee equal for each day to the percentage per annum set out in Schedule “C” applicable on each such day to the US Revolving Facility. Such fee is computed daily by the Administrative Agent on the daily balance of the Available US Revolving Commitment of such US Lender as of and from the Original Closing Date until the last day of the Revolving Period.

	8.1.3		The Stand-By Fees are payable quarterly in arrears on the first Business Day of each fiscal quarter of the Borrowers. The first such payment of the Stand-By Fees shall become due and payable on January 5, 2005 and the last payment thereof shall become due and payable on the last day of the Revolving Period whether or not such day coincides with the first Business Day of a fiscal quarter of the Borrowers.

	8.1.4		Any arrears on the payment of the Stand-By Fees shall bear interest, computed daily, on the daily balance thereof, on a Prime Rate Basis from and including the date it becomes due up to but excluding the day of full payment thereof. The percentages per annum referred to in subsections 8.1.1 and 8.1.2 are based on a 365-day year.

8.2

Agency Fees

The Borrowers solidarily covenant and agree to pay to the Administrative Agent, for its exclusive benefit, the fees contemplated in a separate letter agreement entered into between the Administrative Agent and the Borrowers on or about the Original Closing Date the whole in accordance with the terms and conditions of said letter agreement. The obligations of the Borrowers with respect to the payment of such fees shall form part of the Obligations.

ARTICLE 9

MANNER OF PAYMENTS

9.1

Currency of Payments

All payments or repayments, as the case may be:

9.1.1

of principal under any of the Loans or any part thereof, shall be made in the same currency in which such Loans are outstanding;

Amended and Restated Credit Agreement – Page 35

	9.1.2		of interest, shall be made in the same currency as the outstanding principal amount to which it relates;

	9.1.3		of the Stamping Fee, the Stand-By Fees with respect to the Cdn Revolving Facility and the fees referred to in Section 8.2, shall be made in Canadian Dollars only;

	9.1.4		of the Stand-By Fee with respect to the US Revolving Facility, shall be made in US Dollars only;

	9.1.5		of the LC Fee with respect to the Cdn Revolving Facility, shall be made in US Dollars as it pertains to LCs denominated in US Dollars, and in Canadian Dollars otherwise;

	9.1.6		of the LC Fee with respect to the US Revolving Facility, shall be made in US Dollars only; and

	9.1.7		of amounts referred to in Article 18 and Article 19, shall be made in the same currency as the losses and expenses to which they relate.

9.2

Imputation of Payments

9.2.1

Where the Cdn Borrower makes a payment or repayment of the Cdn Revolving Loans, unless the Cdn Borrower issues to the Administrative Agent a Repayment Notice, the Administrative Agent shall apply such payment or repayment:

	9.2.1.1		first, in reduction of the Cdn Revolving Prime Rate Loans and/or Cdn Revolving US Base Rate Loans; and then

	9.2.1.2		in reduction of such of the Cdn Revolving Libor Loans, BA Liabilities and/or Cdn Revolving LC Liabilities as the Administrative Agent considers appropriate.

9.2.2

Where the US Borrower makes a payment or repayment of the US Revolving Loan, unless the US Borrower issues to the Administrative Agent a Repayment Notice, the Administrative Agent shall apply such payment or repayment:

	9.2.2.1		first, in reduction of the US Revolving US Prime Rate Loans; and then

	9.2.2.2		in reduction of such of the US Revolving Libor Loans and/or US Revolving LC Liabilities as the Administrative Agent considers appropriate.

Amended and Restated Credit Agreement – Page 36

9.2.3

Where the relevant Borrower issues to the Administrative Agent a Repayment Notice, then such payment or repayment shall be applied in accordance with the provisions of such Repayment Notice.

9.3

Compulsory Repayment of BA Liabilities, Libor Loans and/or LC Liabilities

Where any of the Borrowers is required to make a repayment, then, if the amount of the repayment required to be made is greater than:

	9.3.1		in the case of the Cdn Revolving Loans, the sum of the Cdn Revolving Prime Rate Loans and the Cdn Revolving US Base Rate Loans; and

	9.3.2		in the case of the US Revolving Loans, the US Revolving US Prime Rate Loans;

then, subject to the provisions of Article 19 with respect to losses and expenses, the relevant Borrower shall repay such portion of the relevant Libor Loans, BA Liabilities and/or LC Liabilities prior to a Selected Maturity Date as will permit such Borrower to make such repayment.

9.4

Proceeds Resulting from Repayment of BA Liabilities

Where the Cdn Borrower repays any part of the BA Liabilities on any day other than the Selected Maturity Date of the BAs to which such BA Liabilities relate, with respect to the amount so repaid, the parties hereto do hereby acknowledge and agree that same:

	9.4.1		no longer forms part of the patrimony of the Cdn Borrower;

	9.4.2		shall be held by the Administrative Agent, with interest thereon at a fluctuating rate per annum equal to the interbank rate for overnight funds which is applicable to Canadian Dollar deposits with the Administrative Agent in accordance with market practice, for the account and benefit of the Lender or Lenders that accepted such BAs; and

	9.4.3		upon the maturity of the BAs constituting such BA Liabilities, shall be made available by the Administrative Agent to such Lender or Lenders, from the amounts so held by the Administrative Agent under the provisions of this Section 9.4;

and the Cdn Borrower shall have no further liability in respect of each such BA and the Lenders that accepted such BAs shall be entitled to all of the benefits of the amounts so repaid by the Cdn Borrower in the same manner as any other payment of the principal amount of its Loan and shall be responsible for all payments to third parties under such BAs.

Amended and Restated Credit Agreement – Page 37

9.5

Proceeds Resulting from Repayment of LC Liabilities

Where the Cdn Borrower repays any part of the Cdn Revolving LC Liabilities or the US Borrower repays any part of the US Revolving LC Liabilities, on any day other than the Selected Maturity Date of the LC to which such LC Liabilities relate, with respect to the amount so repaid, the parties hereto do hereby acknowledge and agree that same:

	9.5.1		no longer forms part of the patrimony of the Borrower that made such repayment;

	9.5.2		shall be held by the Administrative Agent, with interest thereon at a fluctuating rate per annum equal to the interbank rate for overnight funds which is applicable to deposits with the Administrative Agent in the same currency as that in which such repayment is made in accordance with market practice, for the account and benefit of the Lenders;

	9.5.3		upon the receipt by the Administrative Agent of a notice from the LC Issuing Lender that issued such LC under the provisions of Section 6.5 relating to a demand for payment made upon such LC Issuing Lender under the terms of any LC forming part of the LC Liabilities so repaid, the Administrative Agent shall make available to such LC Issuing Lender, from the amounts, including any interest they so generated, so held by the Administrative Agent under the provisions of this Section 9.5, an amount sufficient to meet the obligations of such LC Issuing Lender under such LC; and

	9.5.4		where no such demand for payment is made upon the relevant LC Issuing Lender under such LC at the relevant Selected Maturity Date, the Administrative Agent shall apply a portion of the amounts so held by it under the provisions of this Section 9.5 equal to the Stated Amount of such LC in reduction of the Cdn Revolving Loans if such LC was issued under the Cdn Revolving Facility or the US Revolving Loans if such LC was issued under the US Revolving Facility, in the same manner as if the applicable Borrower that made such repayment had made voluntary repayment under the provisions of Section 9.2 or, when the Majority Lenders have exercised their rights under Section 17.1, the Administrative Agent shall use the amounts so held by the Administrative Agent under this Section 9.5 in conformity with the provisions of Section 17.2.

9.6

Payments of Loans to Administrative Agent Only

9.6.1

Except for payments to be made directly to each Swingline Lender under its applicable Swingline Facility, all payments or repayments of principal and interest on the Loans and of fees and other amounts due and to become due hereunder with respect to the Loans and the Credit Facilities by the Borrowers must be effected by direct payments to the Administrative Agent at the Canadian Account Branch (in the case of the Cdn Borrower) and at the

Amended and Restated Credit Agreement – Page 38

			American Account Branch (in the case of the US Borrower). The Borrowers hereby authorize the Administrative Agent to effect all necessary debits in the applicable Borrower’s Accounts, to effect such payments. The receipt by the Administrative Agent of such amounts shall be deemed to constitute the receipt of such amounts by the Lenders.

	9.6.2		Except as otherwise expressly provided herein upon receipt of any such payments or repayments, the Administrative Agent shall forthwith distribute to each of the Lenders, their respective Rateable Share of such payments and repayments as relate to the Loans so repaid. Where any such payment or repayment pertains to any of the BA Liabilities, the Rateable Share of any Lender with respect thereto shall, for all purposes hereof, be deemed to be the aggregate of the face amounts of the BAs of such Lender forming part of such BA Liabilities.

	9.6.3		If for whatever reason any such payment or repayment is made directly to any Lender, such Lender shall promptly remit any amounts so received to the Administrative Agent at the Administrative Agent’s Office for distribution.

9.7

Payment on Any Business Day by 3:00 P.M. (Montréal time)

Whenever any payment or repayment falls due on a day which is not a Business Day, such payment or repayment shall be made on the next following Business Day. Furthermore, any amount received after 3:00 P.M. (Montréal time) on any Business Day shall be applied to the appropriate payment or repayment which was required to be made on such Business Day, on the next following Business Day. Until so applied, interest shall continue to accrue as provided in this Agreement on the amount of such payment or repayment.

9.8

Netting

Where on the date that any Advance is required to be made to a Borrower, such Borrower is required to make or voluntarily makes any payment or repayment of any of the Loans and such payment or repayment is denominated in the same currency as that of the requested Advance, the Administrative Agent shall be entitled to net amounts payable by such Borrower to the Administrative Agent for the account of any Lender against amounts that such Lender is requested to pay to the Administrative Agent in such currency for the purpose of effecting its Rateable Share of such Advance. This Section 9.8 does not apply when the Advance is to be made by the issuance of an LC.

9.9

Payment at Respective Branches of Account of the Lenders

All payments required to be made by the Administrative Agent to any of the Lenders or of the LC Issuing Lenders, as the case may be, shall be made at such office or branch of such Lender or LC Issuing Lender as such Lender or LC Issuing Lender may specify from time to time, in same day funds.

Amended and Restated Credit Agreement – Page 39

9.10

Administrative Agent May Presume that Payments will be Made by the Borrowers

	9.10.1		Unless the Administrative Agent shall have received a written notice from the relevant Borrower by 5:00 P.M. (Montréal time) on the Business Day prior to the due date of any payment or repayment or is otherwise informed prior to making any amount available to any Lender as in this Section 9.10 contemplated, that such Borrower will not make such payment or repayment, the Administrative Agent may assume that such Borrower shall make such payment or repayment on the due date thereof in accordance with the applicable provisions of this Agreement, and the Administrative Agent may, in reliance upon such assumption, make available to each Lender on such date, the Rateable Share (as pertains to the relevant Facility) of such Lender of such payment or repayment.

	9.10.2		If the relevant Borrower does not make such payment or repayment and the Administrative Agent does make available to such Lender its Rateable Share of such payment or repayment, the Indebtedness under this Agreement of such Borrower, with respect to any amount so made available by the Administrative Agent, shall not be novated and such Borrower shall thereupon be and become liable to the Administrative Agent for the immediate payment of the amount so made available by the Administrative Agent to such Lender, together with interest thereon for each day from and including the date the Administrative Agent shall have so made available such amount to such Lender at the rate that such amount would have borne under the terms of this Agreement had the Administrative Agent not so made it available, computed and payable in the manner herein contemplated, the whole without any notice or demand on the part of the Administrative Agent. A certificate of the Administrative Agent submitted to such Borrower with respect to any amount owing under this Section shall be prima facie evidence thereof, absent manifest error.

	9.10.3		If such amount is so made available to such Lender, such payment to the Administrative Agent by the Borrower that was required to make such payment shall constitute such Borrower’s payment or repayment of the share of such Lender of the relevant payment or repayment on the date such Borrower pays same to the Administrative Agent, for all purposes of this Agreement. If such amount is not so paid to the Administrative Agent by such Borrower, then the Administrative Agent shall notify such Lender of such failure and, without in any way affecting or otherwise diminishing the obligation of such Borrower to pay such amount to the Administrative Agent immediately, as herein contemplated, on the first (1^st) Business Day following the due date of such payment or repayment, such Lender shall pay to the Administrative Agent the amount made available to it by the Administrative Agent together with interest thereon for each day that such Lender had the use of such amount at a rate per annum equal to the rate payable by such Borrower on such amount under the terms hereof computed daily,

Amended and Restated Credit Agreement – Page 40

			compounded monthly on the first day of each calendar month and payable upon the demand of the Administrative Agent.

	9.10.4		Considering the authorization given in subsection 9.6.1, to the extent that, on the due date of any payment or repayment, the monies then available in the Borrower’s Accounts that is required to make such payment are sufficient to fund such payment or repayment, then the Administrative Agent may fund such payment or repayment from such monies so that such payment may be made on the due date thereof.

9.11

Default Interest

Upon the occurrence and during the continuance of an Event of Default, the principal of and, to the extent permitted by Applicable Law, interest on the Loans and any other amounts owing hereunder or under the other Operative Documents shall bear interest, payable on demand, at a per annum rate equal to (i) in the case of principal of any Loan, the rate otherwise applicable to such Loan during such period pursuant to the other provisions of this Agreement plus 2%, (ii) in the case of interest on any Loan, the rate specified for overdue interest in Sections 3.7 and 5.5, as applicable, and (iii) in the case of any other amount, if expressly provided herein, at the rate so provided and otherwise on a Prime Rate Basis or a US Base Rate Basis, as the case may be, plus, in each case, 2%.

ARTICLE 10

GUARANTEES

10.1

Guarantees

To secure the due payment and performance of the Obligations, each of the Borrowers shall:

	10.1.1		solidarily guarantee the Obligations (other than those that are its direct obligations); and

	10.1.2		cause each of the Restricted Subsidiaries to solidarily guarantee the Obligations.

For such purpose, the Borrowers on or prior to the Original Closing Date, shall have entered into a guarantee agreement substantially in the form of the one attached hereto as Schedule “D” and shall have caused and shall cause each of the Restricted Subsidiaries to also enter into such guarantee agreement.

10.2

Designation of Restricted Subsidiaries

The Cdn Borrower may designate (or re-designate) its Subsidiaries as Restricted Subsidiaries or Unrestricted Subsidiaries provided that (i) at the time of any such designation (or re-designation), no Event of Default exists or results therefrom, (ii) without the consent of the Majority Lenders,

Amended and Restated Credit Agreement – Page 41

the Cdn Borrower shall not be permitted to re-designate any Subsidiary more than two (2) times, (iii) any re-designation shall be effective as of the end of a fiscal quarter of the Cdn Borrower, (iv) no Subsidiary may be designated as a Restricted Subsidiary to the extent such Subsidiary would be prohibited from distributing its earnings in cash to its shareholders as a consequence of any restriction arising out of any agreement, constating document, foreign exchange or currency control, Applicable Law or Lien, and (v) no Subsidiary may be designated as a Restricted Subsidiary unless it is a wholly-owned Subsidiary of the Cdn Borrower, provided however that, notwithstanding the forgoing provisions of this clause (v), in the case of any Permitted Acquisition of any public company (a “Public Company Acquisition”), such public company may, subject to the conditions hereinabove contemplated in clauses (i) to (iv) of this paragraph, be designated as a Restricted Subsidiary on condition that (y) upon such Permitted Acquisition, such public company shall be a Subsidiary of the Cdn Borrower, and (z) such Subsidiary shall become a wholly-owned Subsidiary of the Cdn Borrower within 90 days following such Permitted Acquisition, it being agreed that if such Subsidiary does not so become a wholly-owned Subsidiary of the Cdn Borrower within such delay, then such Subsidiary shall cease to be considered for all purposes of this Agreement as a Restricted Subsidiary upon the expiry of such 90-day delay (in which case such Subsidiary shall thereupon be released of its obligations as a guarantor of the Obligations pursuant to the Guarantee Agreement) .

Within (i) 60 days, in the case of any Public Company Acquisition, or (ii) 20 days in any other case, of any such Subsidiary becoming a Restricted Subsidiary, the Borrowers shall cause such Person to solidarily guarantee the Obligations. For such purpose, the Borrowers shall cause such Subsidiary to become party to the Guarantee Agreement provided that if the guarantee of any such Subsidiary is required by Applicable Law to be limited, the limitation shall be acceptable to the Majority Lenders, it being understood that the Majority Lenders shall not be required to accept a Subsidiary as a Restricted Subsidiary in the event of any such limitation, but will act reasonably in accepting or rejecting any such Subsidiary as a Restricted Subsidiary.

10.3

Designation of Pledged Restricted Subsidiaries

Notwithstanding anything to the contrary contemplated in Section 10.2, in the case of a Subsidiary which is either prevented from or limited in its ability to solidarily guarantee the Obligations under any Applicable Law, such Subsidiary may, subject to the condition contemplated in clause (i) to (iv) of the first paragraph of Section 10.2, be designated as a Restricted Subsidiary even without becoming a party to the Guarantee Agreement (any such Subsidiary is hereinafter referred to as a “Pledged Restricted Subsidiary”) on condition that:

10.3.1

in the case of a Permitted Acquisition which constitutes a Public Company Acquisition of such Pledged Restricted Subsidiary, (x) upon such Permitted Acquisition, such Pledged Restricted Subsidiary shall be a Subsidiary of the Cdn Borrower, (y) within 60 days following such Permitted Acquisition, the Cdn Borrower or any Authorized Restricted Subsidiary (a “Permitted Pledgor”) shall grant to the Finance Parties a valid first-ranking pledge upon not less than 66²/₃% of the Capital Stock held by such Permitted Pledgor in such acquired Pledged Restricted Subsidiary, and (z) within 90 days following such Permitted Acquisition, any such Permitted Pledgor granting such first-

Amended and Restated Credit Agreement – Page 42

			ranking pledge shall hold not less than 85% of the Capital Stock of such acquired Pledged Restricted Subsidiary, it being agreed that if such 85% level of ownership is not met within such delay, then such acquired Pledged Restricted Subsidiary shall cease to be considered for all purposes of this Agreement as a Restricted Subsidiary upon the expiry of such 90-day delay (in which case the aforesaid Pledge shall thereupon be discharged); and

	10.3.2		in any other case, within 40 days of any such Pledged Restricted Subsidiary becoming a Restricted Subsidiary, (y) a Permitted Pledgor shall hold not less than 85% of the Capital Stock of such Pledged Restricted Subsidiary, and (z) such Permitted Pledgor shall grant to the Finance Parties a valid first-ranking pledge upon not less than 66²/₃% of the Capital Stock held by such Permitted Pledgor in such Pledged Restricted Subsidiary.

10.4

Accessory Documents with respect to Future Restricted Subsidiaries

In connection and concurrently with any Restricted Subsidiary guaranteeing the Obligations or any Permitted Pledgor granting a Pledge pursuant to Section 10.3 at any time after the Original Closing Date, the Borrowers shall deliver or cause to be delivered to the Administrative Agent, in form and substance satisfactory to it:

	10.4.1		with respect to each such Restricted Subsidiary or, as the case may be, each such Permitted Pledgor and the Pledged Restricted Subsidiary, the documentation referred to in subsection 11.1.1;

	10.4.2		a certificate substantially in the form of the one attached hereto as Schedule “E”, duly executed by one (1) Responsible Officer of such Restricted Subsidiary or by one (1) Responsible Officer of the Cdn Borrower; and

	10.4.3		the legal opinions of counsel to such Restricted Subsidiary or, as the case may be, to such Permitted Pledgor and to the Pledged Restricted Subsidiary, addressed to the Finance Parties and Lenders’ Counsel.

ARTICLE 11

CONDITIONS PRECEDENT

11.1

Conditions Precedent to the Coming in Effect of this Amended and Restated Credit Agreement

Notwithstanding the execution of this Amended and Restated Credit Agreement, the provisions thereof shall not come into effect until the following conditions precedent (the “Restatement Conditions Precedent”) shall have been met to the satisfaction of all the Lenders or, as the case may be, waived by all the Lenders:

Amended and Restated Credit Agreement – Page 43

Corporate Matters

11.1.1

the Administrative Agent shall have received:

	11.1.1.1		true and complete copies of the constitutive documents, charter and by-laws of each of the Restricted Credit Parties;

	11.1.1.2		true and complete copies of the resolutions of the board of directors, the executive committee, the shareholders or the shareholders committee, the partners or partners committee, as appropriate, authorizing or ratifying the execution and delivery of, and the performance by each one of the Restricted Credit Parties of its obligations under the Operative Documents to which it is a party and stating the offices of the Responsible Officers or other Persons who are, as appropriate, authorized to sign such documents;

	11.1.1.3		a certificate stating the name, office and the true signature of each Responsible Officer or other individual as appropriate, executing the Operative Documents;

	11.1.1.4		in respect of each Restricted Credit Party, a certificate of good standing (including where appropriate, a certificat de régularité and a certificat d’attestation) or the equivalent thereof from the jurisdiction of its organization in respect of such Restricted Credit Party issued by the appropriate authorities in its jurisdiction of organization;

Matters relating to Liens and Guarantees

	11.1.2		the Administrative Agent shall have received results of current searches of public records by the Restricted Credit Parties’ Counsel under the Applicable Laws of such jurisdictions which the Administrative Agent determines appropriate, acting reasonably, relating to Lien filings and registrations which may have been made with respect to the Restricted Credit Parties or their assets (other than real and immovable property) and the results of such searches shall reveal no Liens other than Permitted Liens and Liens for which releases, discharges and mainlevées are referred to in subsection 11.1.3, it being agreed, for greater certainty, that with respect to the Restricted Credit Parties organized under the Laws of any state of the U.S.A., such searches shall only be conducted at the Secretary of State level and only in the states under the Laws of which such Restricted Credit Parties are organized;

	11.1.3		the Administrative Agent shall have received satisfactory evidence that, by no later than the Restatement Date, it shall receive releases, discharges and mainlevées with respect to all Liens, other than Permitted Liens, affecting any

Amended and Restated Credit Agreement – Page 44

			of the Restricted Credit Parties or their assets, duly executed by all of the Persons who benefit from such Liens or have been granted security on such Liens or a satisfactory evidence that all Debt that was secured or purported to be secured by such Liens has been paid in full and that no further Debt may in any way be secured by such Liens;

	11.1.4		the Administrative Agent shall have received the Guarantee Agreement duly executed by each of the Restricted Credit Parties;

	11.1.5		the Administrative Agent shall have received a certificate, substantially in the form of the one attached hereto as Schedule “E”, duly executed by one (1) Responsible Officer of each of the Restricted Credit Parties or by one (1) Responsible Officer of the Cdn Borrower;

Insurance

11.1.6

the Administrative Agent shall have received copies of certificates of insurance evidencing the effectiveness of all insurance covering the Restricted Credit Parties and required to be maintained by the Restricted Credit Parties under this Agreement;

Fees, Expenses and Costs

	11.1.7		the Administrative Agent and the Lenders shall have received all fees which any of them is entitled to receive on or prior to the Restatement Date under any agreement with the Cdn Borrower;

	11.1.8		the Administrative Agent shall have received full payment from the Cdn Borrower of the fees and expenses of Lenders’ Counsel which are billed through Restatement Date;

Legal Opinions

	11.1.9		the Administrative Agent shall have received the legal opinions of the Restricted Credit Parties’ Counsel, each dated the Restatement Date, addressed to the Finance Parties and Lenders’ Counsel, and in form and substance satisfactory to the Administrative Agent.

			Such legal opinions shall cover such matters incident to the transactions contemplated by the Operative Documents as the Administrative Agent, may reasonably request, including (i) the legality, validity, binding nature and enforceability of the Operative Documents, and (ii) the conflicts of laws rules governing the enforceability of foreign judgments and the recognition of foreign Law;

Amended and Restated Credit Agreement – Page 45

Compliance

	11.1.10		the representations and warranties made by the Restricted Credit Parties under any of the Operative Documents are true and correct as at the Closing Date and will remain true and correct immediately following the making of the first Drawdown;

	11.1.11		the Administrative Agent shall have received a Compliance Certificate setting forth the calculations required to establish compliance with the Ratios (as same shall be defined hereunder upon the Restatement Date) as at June 30, 2007;

	11.1.12		the Administrative Agent shall have received a Certificate of Officer, it being understood that such certificate may address certain additional matters of fact;

	11.1.13		no Default shall have occurred and be continuing;

Notwithstanding the foregoing, the parties agree that the Borrowers may not be able to deliver to the Administrative Agent the documentation referred to in subsection 11.1.1.4 in time for the Restatement Date with respect to CGI Group (Europe) Limited and Information Management Resources UK Holding Company Limited, and, in any such event, the Borrowers hereby covenant and agree to cause the delivery of any such missing documentation by no later than the 90^th day following the Restatement Date.

11.2

Subsequent Conditions

Subject to and upon compliance with all of the relevant terms and conditions of this Agreement, at any time and from time to time during the Revolving Period, the Cdn Borrower can request an Advance under the Cdn Revolving Facility and the Cdn Swingline Facility and the US Borrower can request an Advance under the US Revolving Facility and the US Swingline Facility, only if on the requested Borrowing Date:

	11.2.1		where a Draw Request is required, the Administrative Agent and, in the case where an LC is requested to be issued, the relevant LC Issuing Lender, shall have received such Draw Request, in each case, within the delays herein provided;

	11.2.2		the representations and warranties made by the Restricted Credit Parties under the Operative Documents are true and correct as of the date of such requested Advance and will remain true and correct immediately following the making of such Advance;

	11.2.3		in the case an LC is requested to be issued, the appropriate LC Issuing Lender shall have received concurrently with such Draw Request all documents and information as it may consider necessary as to the beneficiary of such LC and to the conditions under which it shall become obliged to make payments thereunder so that it can prepare the appropriate form thereof; and

Amended and Restated Credit Agreement – Page 46

11.2.4

no Default shall have occurred and be continuing.

ARTICLE 12

REPRESENTATIONS AND WARRANTIES

To induce the Lenders to make the Facilities available to the Borrowers, the Borrowers solidarily represent and warrant to and in favour of the Lenders as follows:

12.1

Existence

Each Restricted Credit Party is a corporation, general or limited partnership or other legal person duly and validly incorporated or formed, organized and existing under the Laws of its jurisdiction of organization disclosed in Schedule “F” and has the legal capacity to own its Business Assets and to carry on its business in each jurisdiction in which its Business Assets are located or it carries on business.

12.2

Authority and Enforceability

Each Restricted Credit Party has the legal capacity to enter into the Operative Documents to which it is a party and do all acts and things and execute and deliver all agreements, documents and instruments as are required thereunder to be done, observed or performed by it in accordance with the terms and conditions thereof, and each Operative Document to which such Restricted Credit Party is a party constitutes a valid and legally binding obligation enforceable against it in accordance with its terms, subject only, with respect to the performance by such Restricted Credit Party of its obligations under each such Operative Document and the enforceability of each such Operative Document, to bankruptcy, insolvency, winding-up, dissolution, administration, reorganization, arrangement or other Applicable Laws affecting the enforcement of creditors’ rights in general and to general principles of equity under which specific performance and injunctive relief may be refused by a court in its discretion.

12.3

Due Authorization

Each Restricted Credit Party has taken all necessary action to authorize the execution and delivery of each Operative Document to which it is a party, the creation and performance of its obligations thereunder and the consummation of the transactions contemplated in the Operative Documents to which it is a party.

12.4

Due Execution

Each Restricted Credit Party has duly executed and delivered each Operative Document to which it is a party.

Amended and Restated Credit Agreement – Page 47

12.5 Validity of Loan Documents – Non-Conflict

None of the authorization, execution, delivery or performance of the Operative Documents by any Restricted Credit Party, nor the consummation of any of the transactions contemplated in the Operative Documents to which such Restricted Credit Party is a party:

	12.5.1		requires any Authorization to be obtained or Registration to be made (except such as have already been obtained or made and are now in full force and effect and those not yet required to be obtained or made and to be in full force and effect);

	12.5.2		conflicts with, contravenes or gives rise to any default under (i) any of the articles (or equivalent or analogous organization documents) or by-laws or resolutions of the directors, shareholders or partners of such Restricted Credit Party, (ii) the provisions of any indenture, instrument, agreement or undertaking to which such Restricted Credit Party is a party or by which such Restricted Credit Party or any of its Business Assets are or may become bound, or (iii) any Applicable Law except, with respect to clauses (ii) and (iii) only, for such conflicts, contraventions and defaults, which, singly or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or

	12.5.3		has resulted or will result in the creation or imposition of any Lien upon any of the Business Assets of such Restricted Credit Party.

12.6 Absence of Litigation

There is no existing, pending or threatened Litigation against any Restricted Credit Party which could reasonably be expected to have a Material Adverse Effect. No event has occurred, and no state or condition exists, which could reasonably be expected to give rise to any such Litigation and there is no Award outstanding against any Restricted Credit Party which could reasonably be expected to have a Material Adverse Effect.

12.7 Financial Statements

Each financial report and Financial Statement delivered to the Lenders pursuant to or in connection with this Agreement has been prepared in accordance with GAAP (subject to year end audit adjustments, where applicable) and fairly presents in all material respects the financial information and the financial condition and results of operations contained therein as at their respective preparation dates.

12.8 Contingent Liabilities and Indebtedness

None of the Restricted Credit Parties has (i) any material contingent liabilities known to the Borrowers which are not disclosed or referred to in the most recent Financial Statements or otherwise disclosed to the Administrative Agent in writing, or (ii) incurred any Indebtedness which is not disclosed in or reflected in such Financial Statements, or otherwise disclosed to the

Amended and Restated Credit Agreement – Page 48

Administrative Agent in writing, other than Indebtedness incurred in the ordinary course of business and Debt permitted hereunder.

12.9 Most Favoured Lenders

As at the Restatement Date, save and except for the Note Purchase Agreement, none of the Restricted Credit Parties is party to any banking, credit facility or indenture pursuant to which Debt for borrowed money is or may be incurred by the Restricted Credit Parties or any one thereof in an aggregate amount in excess of Cdn$15,000,000 and which contains more favourable terms (including representations and warranties, covenants and defaults, but excluding pricing, pricing grids and up-front fees) for the lenders thereunder than those contained herein.

12.10 Accuracy of Information

No information furnished by any Restricted Credit Party to the Lenders or the Agents in connection with any of the Operative Documents contains any material misstatement of fact or omits to state a material fact necessary to make the statements contained therein not misleading in light of the circumstances in which they were made and as of the date made. No undisclosed fact is currently known to the Restricted Credit Parties which has or may have a Material Adverse Effect which has not been specifically disclosed in writing to the Lenders or the Agents.

12.11 Accuracy of Forecasts

Each financial forecast and projection with respect to any Restricted Credit Party prepared by any Restricted Credit Party and furnished to the Lenders was based upon assumptions believed to be reasonable by the Restricted Credit Parties as of the date of preparation.

12.12

No Material Adverse Change

Since the date of the most recent audited consolidated Financial Statements of the Cdn Borrower furnished to the Lenders prior the Original Closing Date, there has been no change which could reasonably be expected to have a Material Adverse Effect.

12.13

Compliance with Laws

Each Restricted Credit Party is in compliance in all material respects with all Applicable Laws, non-compliance with which could reasonably be expected to have a Material Adverse Effect.

12.14

All Authorizations Obtained and Registrations Made

All Authorizations and Registrations necessary or of advantage to permit each Restricted Credit Party to (i) execute, deliver and perform each Operative Document to which it is party and consummate the transactions contemplated thereby and (ii) own its Business Assets and carry on its business, have been obtained or effected and are in full force and effect except for the filing of the annual accounts of CGI Group (Europe) Limited for 2006 and of Information Management Resources UK Holding Company Limited for 2005 and 2006 (which the Borrowers hereby

Amended and Restated Credit Agreement – Page 49

covenant and agree to cause to be filed within 90 days after the Restatement Date and to provide the Administrative Agent with satisfactory evidence thereof) and for such Authorizations and Registrations not yet required to be obtained or made and, in the case of paragraph (ii) only, for such Authorizations and Registrations the failure to obtain, effect or to be in full force and effect could not reasonably be expected to have a Material Adverse Effect. Each Restricted Credit Party is in compliance with the requirements of all such Authorizations and Registrations and there is no Award outstanding or Litigation existing, pending or threatened which could result in the revocation, cancellation, suspension or any adverse modification of any of such Authorizations and Registrations.

12.15

ERISA

	12.15.1		No Restricted Credit Party has breached the fiduciary rules of ERISA or engaged in any prohibited transaction in connection with which such Restricted Credit Party would be subjected to (in the case of any such breach) a suit for damages or (in the case of any such prohibited transaction) either a civil penalty assessed under Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code that, in any case, could, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.

	12.15.2		No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent Financial Statements reflecting such amounts, exceed by more than US$5,000,000 the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent Financial Statements reflecting such amounts, exceed by more than US$15,000,000 the fair market value of the assets of all such underfunded Plans.

	12.15.3		Full timely payment has been made of all amounts, if any, which any Related Person is required under Applicable Law, the terms of each Plan or Multiemployer Plan, or any collective bargaining agreement to have paid as contributions to such Plan or Multiemployer Plan, and no accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, exists or is reasonably expected to exist with respect to any Plan.

Amended and Restated Credit Agreement – Page 50

12.16

Canadian Pension Plans

Each Canadian Plan of the Restricted Credit Parties is in substantial compliance with all applicable pension benefits and Tax Laws. As of the date of the last completed actuarial evaluation, no Canadian Plan of the Restricted Credit Parties had any unfunded liability determined in accordance with all Applicable Laws and using assumptions and methods that are appropriate in the circumstances and in accordance with generally accepted actuarial principles and practices in Canada in connection with an on-going Canadian Plan, except for any such unfunded liability that is being amortized in accordance with Applicable Laws. All contributions, including any special payments to amortize any unfunded liability, required to have been made in accordance with all Applicable Laws and the terms of each Canadian Plan have been made. No event has occurred and no condition exists with respect to any Canadian Plan that has resulted or is reasonably likely to result in any Canadian Plan being ordered or required to be wound up in whole pursuant to any applicable pension benefits Laws or having its registration revoked or refused for the purposes of any applicable pension benefits or Tax Laws or being placed under the administration of any relevant pension benefits regulatory authority or being required to pay any Taxes or penalties under any applicable pension benefits or Tax Laws except, in each case, as would not reasonably be expected to have a Material Adverse Effect. No event has occurred and no condition exists that has resulted, or could reasonably be expected to result, in any Restricted Credit Party being required to pay, repay or refund any amount (other than contributions required to be made or benefits or expenses required to be paid in the ordinary course) to or on account of any Canadian Plan or a current or former member thereof where such requirement to pay, repay or refund could reasonably be expected to have a Material Adverse Effect. No event has occurred and no condition exists that has resulted, or could reasonably be expected to result, in a payment being made out of a guarantee fund established under any applicable pension benefits Laws in respect of a Canadian Plan.

12.17

No Default

No Default has occurred which has not been disclosed to the Lenders or the Administrative Agent and either remedied (or otherwise ceased to be continuing) or expressly waived by the Lenders in writing.

12.18

Immovable and Real Property

Each Restricted Credit Party has a subsisting leasehold interest in, or good and marketable title to, in each case free and clear of all Liens, other than Permitted Liens, all of the immovable and real property leased or owned by it which are reflected in the latest consolidated Financial Statements of the Cdn Borrower provided to the Lenders, except for immoveable or real property interests disposed since the date of those Financial Statements in compliance with the provisions of the Operative Documents.

12.19

Movable and Personal Property

Each Restricted Credit Party is the sole legal and beneficial owner of, free and clear of all Liens, other than Permitted Liens, all movable and personal property reflected as an asset in the latest

Amended and Restated Credit Agreement – Page 51

consolidated Financial Statements of the Cdn Borrower provided to the Lenders, except for personal property disposed since the date of those Financial Statements in compliance with the provisions of the Operative Documents.

12.20

Intellectual Property

Each Restricted Credit Party owns or possesses, or has a license to or otherwise has the right to use, all patents, trademarks, service marks, trade names and copyrights, technology, know-how and processes, and all rights with respect to the foregoing, which are necessary for the operation of its business as presently conducted and as currently proposed to be conducted without any known material conflict, to the best of its knowledge, with the rights of others, except those the failure to own or possess (or be licensed or otherwise have the right to use) could not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Operative Documents will not alter or impair in any material respect any such rights. To the best of the Restricted Credit Parties’ knowledge, none of the products of the Restricted Credit Parties infringes any patent, trademark, service mark, trade name, copyright, license or other right owned by any other Person in any manner that could, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; no Litigation is pending or (to the best of the Restricted Credit Parties’ knowledge, after diligent inquiry) threatened against any Restricted Credit Party or affecting any Restricted Credit Party, contesting its rights to sell or use any product or material which Litigation could, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the best of the Restricted Credit Parties’ knowledge, after diligent inquiry, there is no violation by any Person of any of its right with respect to any patent, trademark, trade name or service mark owned by any Restricted Credit Party or used by any Restricted Credit Party or used in connection with the assets of any Restricted Credit Party in any manner that could, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.

12.21

Corporate Structure

Schedule “F” set forth a complete and accurate list as of the Restatement Date of all Subsidiaries of the Cdn Borrower, indicating (i) the jurisdiction of organization of each such Subsidiary, (ii) whether such Subsidiary is a Restricted Subsidiary (and if less than all the Obligations of the Borrowers are guaranteed by such Restricted Subsidiary, a description of the Obligations guaranteed by such Restricted Subsidiary or a note to the effect that such Restricted Subsidiary is a Pledged Restricted Subsidiary), (iii) each Person holding ownership interests in each such Restricted Subsidiary and voting ownership interests in each Unrestricted Subsidiary, the nature of such ownership interests and the percentage of ownership of such Subsidiary represented by such ownership interests, (iv) any option or right, if any, granted by each such Subsidiary to any Person to acquire Capital Stock in such Subsidiary, (v) the location of the registered and chief executive offices of each such Subsidiary, and (vi) the exact name of each such Subsidiary.

12.22

Taxes

Each Restricted Credit Party has:

Amended and Restated Credit Agreement – Page 52

	12.22.1		delivered or caused to be delivered, as and when required, all income, sales, goods and services and other returns for Taxes to the appropriate Governmental Authorities;

	12.22.2		paid and discharged all Taxes payable by it when due except with respect to any such Tax which is being contested in good faith by appropriate proceedings and which is not required, by Applicable Law, to be paid prior to such contestation and for which appropriate reserves have been provided in its books and as to which neither any Lien (other than a Permitted Lien) has attached nor any foreclosure, distraint, seizure, attachment, sale or similar proceedings shall have been commenced; and

	12.22.3		made provision for appropriate amounts in respect of any Taxes likely to be exigible in accordance with GAAP;

and the charges, accruals and reserves on its books in respect of Taxes are adequate, in its judgement.

12.23

Solvency

As at the date of execution by each Restricted Credit Party of (i) the Credit Agreement (to the extent such Restricted Credit Party is a party thereto), and (ii) the Guarantee Agreement to which such Restricted Credit Party is a party, such Restricted Credit Party is Solvent.

12.24

Environment

With respect to environmental matters:

	12.24.1		each Restricted Credit Party is in compliance with all Environmental Laws;

	12.24.2		the Business Assets of each Restricted Credit Party are owned, leased, managed, controlled or operated in compliance with all Environmental Laws;

	12.24.3		there are no existing, pending or, to the knowledge of the Restricted Credit Parties threatened:

	(i)		claims, complaints, notices or requests for information received by any Restricted Credit Party with respect to any alleged violation by any Restricted Credit Party of or alleged liability of any Restricted Credit Party under any Environmental Law relating to any of the Business Assets of the Restricted Credit Parties, or

	(ii)		orders from any Governmental Authority, including stop, Clean-Up or preventative orders, directions or action requests issued under Environmental Law which have been received by any Restricted Credit Party requiring any work, repair, Clean-up, construction or

Amended and Restated Credit Agreement – Page 53

Capital Expenditures by any Restricted Credit Party with respect to any of the Business Assets of the Restricted Credit Parties;

	12.24.4		except in compliance with Environmental Law, no Hazardous Materials have been generated, received, handled, used, stored, treated or shipped at or from, and there has been no Release of Hazardous Materials at, on, from or under any of the Business Assets of any of the Restricted Credit Parties;

	12.24.5		except in compliance with Environmental Law, as far as the Restricted Credit Parties are aware, none of the lands and premises comprising any of the Business Assets of the Restricted Credit Parties has been used for the disposal of waste or as a landfill or waste disposal site; and

	12.24.6		no Restricted Credit Party has directly transported or directly arranged for the transportation of any Hazardous Materials to any location, except in compliance in all material respects with Environmental Law,

with the exception of any matter or matters that could not reasonably be expected to, singly or in the aggregate, have a Material Adverse Effect.

12.25

Employee Relations

As of the Restatement Date, no Restricted Credit Party nor any employees of the Restricted Credit Parties is subject to any collective bargaining agreement and no petition for certification or union election is pending with respect to employees of the Restricted Credit Parties and no union or collective bargaining unit has sought such certification or recognition with respect to employees of the Restricted Credit Parties. There are no strikes, slowdowns, lock-outs or stoppages pending or, to the best of the Restricted Credit Parties knowledge, threatened against any Restricted Credit Party and its employees, or any of them which could reasonably be expected to have a Material Adverse Effect.

12.26

Investment Company; Public Utility Holding Company

No Restricted Credit Party is, and after giving effect to any Advance no Restricted Credit Party will be, an “investment company” or a company “controlled” by an “investment company” within the meaning of the United States Investment Company Act of 1940, as amended. No Restricted Credit Party is subject to regulation under the United States Public Utility Holding Company Act of 1935, as amended.

12.27

Federal Reserve Regulations

No Restricted Credit Party is engaged, directly or indirectly, principally or as one of its important activities, in the business of extending, or arranging for the extension of, credit for the purpose of purchasing or carrying margin stock (as defined in Regulation U). Neither the borrowing of any Advance hereunder, nor the use of the proceeds thereof, will (i) be used to purchase or carry any “margin stock” within the meaning of Regulation U, or (ii) violate or be inconsistent with the provisions of Regulation U or Regulation X.

Amended and Restated Credit Agreement – Page 54

12.28

Business

The Restricted Credit Parties specialize in the Core Business and other activities incidental or complementary thereto.

12.29

Repetition of Representations and Warranties

All statements contained in any certificate, financial statement, or other document delivered to the Agents or any of the Lenders by any Restricted Credit Party including or pursuant to or in connection with this Agreement or any other Operative Document shall constitute representations and warranties made under this Agreement. The representations and warranties made under this Agreement shall be deemed to be repeated by the Borrowers on each Borrowing Date by reference to the facts and circumstances then existing, it being understood that to the extent such representations and warranties relate to a specifically identified earlier date they shall be true and correct as of such earlier date.

12.30

Nature of Representations and Warranties

The representations and warranties made under this Agreement shall survive the execution and delivery of this Agreement and the making of each Advance notwithstanding any investigation or examination which may be made by any Finance Party or Lenders’ Counsel and the Finance Parties shall be deemed to have relied on such representations and warranties in the making of each Advance.

ARTICLE 13

GENERAL COVENANTS

So long as any Loan or any other amount payable hereunder is outstanding and unpaid or any of Borrowers shall have the right to borrow hereunder (whether or not the conditions to borrowing have been or can be fulfilled), and unless the Administrative Agent, acting in accordance with the instructions of the Required Lenders, shall otherwise consent in writing, the Borrowers hereby solidarily covenant that:

13.1

Preservation of Existence, etc.

Each Restricted Credit Party will (i) subject to Section 15.4, preserve and maintain its existence, and (ii) preserve and maintain all Authorizations and Registrations necessary or required in the normal conduct of its business and qualify and remain qualified and authorized to do business in each jurisdiction in which it carries on business or owns or leases Business Assets except, in all cases contemplated in this clause (ii), where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Amended and Restated Credit Agreement – Page 55

13.2

Preservation of Authorizations

Each Restricted Credit Party will maintain, and take all actions necessary to maintain, in full force and effect the action taken by it to authorize the execution, delivery and performance in accordance with their respective terms of each of the Operative Documents to which it is a party and the consummation of the transactions contemplated by each one thereof.

13.3

Obtain Authorizations

Each Restricted Credit Party will obtain and maintain any Authorization of or from any Governmental Authority which may be or become necessary or required in order that it may (y) carry on its business as contemplated in Section 12.28 and (z) fulfil its obligations under each of the Operative Documents to which it is a party.

13.4

Business, Compliance with Applicable Law

Each Restricted Credit Party will engage principally in the business referred to in Section 12.28 and carry on and conduct its business in a proper and efficient manner so as to preserve and protect the earnings, incomes and profits therefrom and, subject to the undertaking by the Borrowers at Section 12.14(ii), comply with all requirements of Applicable Law, and the terms and conditions of all Authorizations necessary or required in the normal conduct of its business, and in order to complete any Permitted Acquisition, provided, however, that nothing herein shall require it to comply with the requirements of any Applicable Law or the terms or conditions of any Authorization so long as non-compliance could not reasonably be anticipated to (i) have a Material Adverse Effect, or (ii) prevent or impose adverse conditions on any Permitted Acquisition.

13.5

Keeping of Records

Each Restricted Credit Party will keep or cause to be kept, proper and lawful records and books of account and make or cause to be made therein, true and faithful entries of all dealings and transactions in relation to its business, all in accordance with GAAP applied on a consistent basis.

13.6

Insurance

Each Restricted Credit Party will insure and keep insured its property, assets and business, and will maintain business interruption and civil liability insurance, in each case for such coverage as a prudent administrator would obtain in the case of similar property, assets and business, provided that any such insurance shall not contain any co-insurance provisions which would require such Restricted Credit Party to become co-insurer save and except to the extent any such co-insurance provisions would be customary for companies carrying on businesses similar to that being carried on by such Restricted Credit Party.

Each Restricted Credit Party will duly and punctually pay or cause to be paid the premiums and other sums of money payable in connection with such insurance.

Amended and Restated Credit Agreement – Page 56

13.7

Payment of Taxes and Claims

Each Restricted Credit Party will pay and discharge all Taxes imposed upon it or upon its income, capital or profits or upon any properties belonging to it prior to the date on which penalties attach thereto, and all lawful claims for rents, labour, materials and supplies which, if unpaid, might become a Lien upon any of its properties; provided, however, that no such Tax, to the extent permitted by Applicable Law, need be paid which is being contested in good faith by appropriate proceedings and for which appropriate reserves shall have been set aside on the appropriate books, but only so long as such Tax does not become a Lien, other than a Permitted Lien and no Default occurs as a result thereof.

13.8

Visits and Inspections

Upon five (5) Business Days prior written notice, each Restricted Credit Party shall permit representatives of any of the Finance Parties to visit and inspect its properties during normal business hours, inspect and make extracts from and copies of its books and records and discuss with its principal officers its business, assets, liabilities, financial position, results of operations and business prospects, it being agreed that the costs and expenses relating to such visits and inspections shall be for the account of the Lenders if no Default exists at the time same are made.

13.9

Payment of Legal and Other Fees and Disbursements

The Borrowers solidarily covenant to pay upon demand all reasonable legal, notarial, consulting and professional fees and disbursements or any out of pocket costs and expenses incurred from time to time by the Finance Parties or any one thereof, in connection with:

	13.9.1		the negotiation, preparation and delivery of this Agreement, the other Operative Documents as well as any amendment to be made to any of the foregoing at any time and from time to time;

	13.9.2		any Registrations made in connection with the Operative Documents;

	13.9.3		any advice sought by the Agents, the Lenders or any one thereof on the construction of this Agreement, any of the other Operative Documents or in anticipation of the exercise of or for the purpose of determining whether or not to exercise any or all of their rights and recourses under the Operative Documents;

	13.9.4		the collection of any moneys due under the Operative Documents or ensuring compliance with the provisions of the Operative Documents;

	13.9.5		any disagreement as to the meaning of any provision of the Operative Documents or any Litigation arising under or in connection with the Operative Documents;

	13.9.6		the exercise of the rights of visits and inspections contemplated in Section 13.8 at any time where a Default has occurred and is continuing; and

Amended and Restated Credit Agreement – Page 57

13.9.7 the legal fees incurred in connection with any Assignment;

provided, however, that, prior to the exercise by the Lenders of their rights under Article 17 or the occurrence of any Insolvency Event, the obligations of the Borrowers under this Section as they relate to legal fees and disbursements, shall be limited only to the legal fees and disbursements charged or to be charged by Lenders’ Counsel.

13.10

Transactions with Affiliates

Each Restricted Credit Party will cause all material agreements or transactions to be entered into from time to time, as between such Restricted Credit Party and any one or more of its Affiliates or Subsidiaries (other than the Borrowers and Solvent Authorized Restricted Subsidiaries), to be negotiated and concluded on an arms length basis for fair market value on commercially reasonable market terms prevailing from time to time in the industry (including, without limitation, as to payment terms).

13.11

Most Favoured Lenders

If the Restricted Credit Parties or any one thereof incur Debt for borrowed money permitted hereunder in an aggregate amount in excess of Cdn$15,000,000 from a bank or similar financial institution that contains or provides for any term or condition, including any Lien, representation and warranty, covenant or default (but excluding, for greater certainty, pricing, any change in the form of any pricing grid and up-front fees) that is more favourable to such lenders than the provisions hereof in favour of the Lenders, the Borrowers shall immediately offer to the Administrative Agent to extend such more favourable provisions to the Lenders. The Administrative Agent shall immediately be notified of the terms and conditions of any such Debt for borrowed money and upon receipt of such notice and if so instructed by the Majority Lenders, the Administrative Agent may notify the Borrowers of the acceptance by the Lenders of the inclusion into this Agreement of such more favourable provisions which shall be deemed, as at the date of such Administrative Agent’s notice, to be added and form part of this Agreement. The Borrowers shall, at the request of the Administrative Agent, amend this Agreement to incorporate herein such more favourable provisions.

ARTICLE 14

FINANCIAL AND INFORMATION COVENANTS

So long as any Loan or any other amount payable hereunder is outstanding and unpaid or any Borrower shall have the right to borrow hereunder (whether or not the conditions to borrowing have been or can be fulfilled) and unless the Administrative Agent, acting in accordance with the instructions of the Required Lenders, shall otherwise consent in writing, the Borrowers solidarily covenant and agree that:

Amended and Restated Credit Agreement – Page 58

14.1

Maintenance of Ratios

The Cdn Borrower shall maintain at all times the following ratios tested on a quarterly basis, on a Consolidated Basis or Adjusted Consolidated Basis (as applicable pursuant to Section 14.2):

	14.1.1		a Leverage Ratio not greater than 3.00 to 1.00. Notwithstanding the foregoing, following a Permitted Acquisition in an amount exceeding Cdn$150,000,000, the Leverage Ratio may increase to a level not exceeding 3.50 to 1.00 for a period of six (6) months following such Permitted Acquisition (the “First Step-Up-Period”), and then to a level not exceeding 3.25 to 1.00 for a period of six (6) months following the First Step-Up Period;

	14.1.2		a minimum Net Worth equal to Cdn$1.5 Billion; and

	14.1.3		an Interest and Rent Coverage Ratio of not less than 1.50:1.00.

14.2

Tangible Net Assets and Revenues of Restricted Group

The Tangible Net Assets of the Restricted Group and the reported combined revenues of the Restricted Group shall, at all times, never be less than 75% of the Tangible Net Assets of the Cdn Borrower and the Revenues of the Cdn Borrower. If, at any time:

	14.2.1		the Tangible Net Assets of the Restricted Group as at the last day of any Test Period are less than 75% of the Tangible Net Assets of the Cdn Borrower as at such last day of such Test Period; or

	14.2.2		the reported combined revenues of the Restricted Group for such Test Period are less than 75% of the Revenues of the Cdn Borrower for such Test Period;

then the Cdn Borrower shall, within ten (10) days of such determination, designate one or more Subsidiaries to become Restricted Subsidiaries in order to comply with this covenant, and shall complete all necessary documentation within a further 20-day delay or such longer delay as may be agreed to by the Administrative Agent, acting in accordance with the instructions of the Majority Lenders. Any such designation shall be made in accordance with and subject to the terms and conditions set forth in Sections 10.2, 10.3 and 10.4.

In addition to and without in any way limiting the foregoing, where at any time:

(i)

both the Tangible Net Assets of the Restricted Group as at the last day of any Test Period and the reported combined revenues of the Restricted Group for such Test Period are, in each case, greater than 85% of the Tangible Net Assets of the Cdn Borrower as at such last day of such Test Period and the Revenues of the Cdn Borrower for such Test Period, respectively, then all the Ratios shall be calculated, as at the end of such Test Period, for all purposes of this Agreement, on a Consolidated Basis; and

Amended and Restated Credit Agreement – Page 59

(ii)

either the Tangible Net Assets of the Cdn Borrower as at the last day of any Test Period or the reported combined revenues of the Restricted Group for such Test Period are equal to or less than 85% of the Tangible Net Assets of the Cdn Borrower as at such last day of such Test Period and the Revenues of the Cdn Borrower for such Test Period, respectively, then all the Ratios shall be calculated, as at the end of such Test Period, for all purposes of this Agreement, on an Adjusted Consolidated Basis.

14.3

Quarterly Financial Statements and Information

Within sixty (60) days after the end of each of the first three (3) fiscal quarters in each of the fiscal years of the Cdn Borrower, the Cdn Borrower shall furnish to the Administrative Agent, by electronic mail, one (1) copy of:

	14.3.1		the management prepared Financial Statements of the Cdn Borrower on a Consolidated Basis, together with the supporting schedules, setting forth, in comparative form, the figures for the corresponding period of the previous fiscal year;

	14.3.2		the management prepared Financial Statements of the Cdn Borrower (other than the statements of cash flows) on an Adjusted Consolidated Basis, together with the supporting schedules; and

	14.3.3		a Compliance Certificate.

14.4

Annual Financial Statements and Information

Within 90 days after the end of each fiscal year of the Cdn Borrower, the Cdn Borrower shall furnish to the Administrative Agent, by electronic mail, one (1) copy of:

	14.4.1		the audited consolidated Financial Statements of the Cdn Borrower for such fiscal year as audited by a national firm of chartered accountants of recognized standing and accompanied by such auditors’ report which must not contain any expression of any material concern as to whether or not such Financial Statements do present fairly the financial position of the Cdn Borrower as at the end of such fiscal year, and setting forth in comparative form, the figures for the previous fiscal year;

	14.4.2		the management prepared Financial Statements of the Cdn Borrower (other than the statements of cash flows) on an Adjusted Consolidated Basis for such fiscal year, together with the supporting schedules; and

	14.4.3		a Compliance Certificate.

Amended and Restated Credit Agreement – Page 60

14.5

Business Plan and Budget Information

No later than 90 days after the beginning of each fiscal year of the Cdn Borrower, the Cdn Borrower shall furnish to the Administrative Agent, by electronic mail, one (1) copy of the budget and the forecasted statements of earnings, retained earnings, shareholders’ equity and cash flows of the Cdn Borrower for such fiscal year, in each case on a Consolidated Basis, with all reasonable explanations and copies of the information and assumptions upon which such budget and forecasted statements are based.

14.6

Notice of Acquisition

The Cdn Borrower shall advise the Administrative Agent forthwith of, and in any event not less than five (5) Business Days prior to, any proposed utilization of the Facilities for any Acquisition where the amount of the proposed utilization, together with any Debt assumed in connection with such Acquisition, exceed 10% of the Shareholders’ Equity of the Cdn Borrower as determined in the last quarterly or annual Financial Statements, whichever were most recently submitted, and shall furnish to the Administrative Agent, by electronic mail, one (1) copy of:

	14.6.1		notification of the Acquisition and information with respect to its purchase price;

	14.6.2		historical audited financial statements of the target of the Acquisition (the “Target”), or, if not available, as set out in unaudited financial statements or in any other information that has been reviewed;

	14.6.3		(i) if EBITDA and EBITDAR of the Target is included in the calculation of EBITDA and EBITDAR, a balance sheet, income statement and statement of cash flows of the Cdn Borrower on a Consolidated Basis or Adjusted Consolidated Basis (as applicable pursuant to Section 14.2), or (ii) if EBITDA and EBITDAR of the Target is not included in the calculation of EBITDA and EBITDAR, a balance sheet of the Cdn Borrower on a Consolidated Basis or Adjusted Consolidated Basis (as applicable pursuant to Section 14.2), in all cases, taking into consideration the Acquisition and showing the projected impact of the Acquisition both currently and for the immediately succeeding year, including compliance with the Ratios on a Pro Forma Basis; and

	14.6.4		an Acquisition Certificate.

14.7

Notice of Customer Contract

The Cdn Borrower shall advise the Administrative Agent forthwith of, and in any event not less than five (5) Business Days prior to, any proposed utilization of the Facilities for the financing of any Customer Contract where the amount of the proposed utilization, together with any Debt assumed in connection with such Customer Contract, exceed 10% of the Shareholders’ Equity of the Cdn Borrower as determined in the last quarterly or annual Financial Statements, whichever were most recently submitted and shall furnish to the Administrative Agent, by electronic mail, one (1) copy of:

Amended and Restated Credit Agreement – Page 61

	14.7.1		notification of the Customer Contract and information with respect to its financing;

	14.7.2		balance sheet and income statement of the Cdn Borrower, on a Consolidated Basis or Adjusted Consolidated Basis (as applicable pursuant to Section 14.2), taking into consideration the Customer Contract and showing the projected impact of the Customer Contract both currently and for the immediately succeeding year, including compliance with the Ratios on a Pro Forma Basis; and

	14.7.3		a Customer Contract Certificate.

14.8

Other Information

The Borrowers shall furnish to the Administrative Agent:

	14.8.1		after the sending or filing thereof, copies of all reports, notices, prospectuses and registration statements which the Cdn Borrower or any other Restricted Credit Party files with the Toronto Stock Exchange, the Securities and Exchange Commission or any other securities exchange, securities commissions or similar governmental authority or commissions and which are not available on SEDAR or EDGAR;

	14.8.2		upon receipt thereof, copy of each special audit made by independent accountants of the books of any Restricted Credit Party;

	14.8.3		upon each request from the Administrative Agent, such data, certificates, reports, statements, documents or further information regarding the business, assets, liabilities, financial position, results of operations or business prospects of any Restricted Credit Party as the Administrative Agent may reasonably request, provided that the Borrowers shall not be required to disclose information pursuant to this subsection if the disclosure of such information in the written opinion of the Restricted Credit Parties’ Counsel furnished to the Administrative Agent and the Lenders at the Borrowers’ expense or, solely in the case of (ii) below, as advised in writing by an appropriate official of the Toronto Stock Exchange or the New York Stock Exchange, (i) would be prohibited by Applicable Law or by the terms of an obligation of confidentiality comprised in any agreement binding on the Borrowers, their Affiliates or any one thereof, or (ii) would require any Borrower to make public disclosure of such information to comply with any of its continuing obligations to the Toronto Stock Exchange or New York Stock Exchange (provided that, after receipt of such opinion, the Administrative Agent and the Lenders shall have been afforded an opportunity to meet with official(s) of the applicable exchange and such officials confirm to the Administrative Agent and the Lenders that the disclosure of such information by any Borrower to

Amended and Restated Credit Agreement – Page 62

the Administrative Agent and the Lenders is so prohibited by the requirements of such exchange unless such Borrower publishes such information).

14.9

Patriot Act Information

The Borrowers acknowledge and agree that, pursuant to the provisions of the USA Patriot Act (Title III of the Pub. L. 107-56 (signed into Law October 26, 2001)) (the “Patriot Act”), the Finance Parties may be required to obtain, verify and record information with respect to the Cdn Borrower and its Subsidiaries and the Borrowers hereby covenant and agree to cooperate with the Finance Parties and provide them with all information they may require in order to fulfill their obligations under the Patriot Act.

14.10

Notice of Litigation and Other Matters

The Borrowers shall furnish to the Administrative Agent prompt notice of the following events after any Restricted Credit Party has become aware thereof and has made a reasonable determination with respect thereto (which notice shall in any event be given within ten (10) Business Days after any Restricted Credit Party has become aware thereof):

	14.10.1		the commencement of all Litigations against, or (to the extent known to any Restricted Credit Party) in any other way relating adversely to a Restricted Credit Party or any of its Business Assets which singly or when aggregated with all other such Litigations could have a Material Adverse Effect;

	14.10.2		any event or events which, singly or in the aggregate, could have a Material Adverse Effect; and

	14.10.3		any Default.

ARTICLE 15

NEGATIVE COVENANTS

15.1

Liens

No Restricted Credit Party will create, incur, assume or suffer to exist any Lien upon or in respect of any of its present or future Business Assets other than Permitted Liens.

Amended and Restated Credit Agreement – Page 63

15.2

Indebtedness

No Restricted Subsidiary which is not an Authorized Restricted Subsidiary will incur, create, assume or suffer to exist any Debt except for:

	15.2.1		Debt under this Agreement and the other Operative Documents;

	15.2.2		Guarantees under the Note Purchase Agreement;

	15.2.3		Debt secured by a Lien which is a Permitted Lien;

	15.2.4		unsecured Debt that is pari passu with the Loans for an aggregate amount not exceeding Cdn$15,000,000, which Debt shall be used for the sole purpose of funding local payroll, cash management services and other local expenses; and

	15.2.5		Debt to the Borrowers or any Authorized Restricted Subsidiary.

15.3

Derivative Instruments

No Restricted Credit Party will enter into, be a party to or Guarantee any Derivative Instrument other than ISDA Contracts for the purposes of hedging interest rate, commodity or foreign exchange exposure, and not for speculative purposes of any kind.

15.4

Amalgamations

No Restricted Credit Party will wind-up, liquidate or dissolve its affairs or enter into any transaction of amalgamation, merger or consolidation or convey, sell, alienate, lease or otherwise dispose of (or agree to do any of the foregoing, at any future time) all or substantially all of its Business Assets except for any amalgamation, merger or consolidation or any such sale, alienation or other form of disposition between two or more Restricted Credit Parties provided that:

	15.4.1		the Person formed by or surviving any such transaction shall expressly assume as primary obligor, by an agreement satisfactory in form and substance to the Administrative Agent, the Obligations (which agreement may require the delivery, in connection with such assumption, of such opinions of the Restricted Credit Parties’ Counsel as the Administrative Agent may reasonably request); and

	15.4.2		immediately before and after such transaction, no Default exists.

15.5

Investments

No Restricted Credit Party will make any Investment in any Person (except that the Restricted Credit Parties may make Investments in the Borrowers or the Authorized Restricted Subsidiaries) except in the ordinary course of business and for an aggregate amount (when added to all then-

Amended and Restated Credit Agreement – Page 64

existing Investments in Persons other than Investments hereinabove permitted) that does not exceed 10% of the Shareholders’ Equity of the Cdn Borrower (the “Investment Basket”) as determined in the last quarterly or annual Financial Statements, whichever were most recently submitted, provided that there shall be excluded from the Investment Basket any Investment made by any Restricted Credit Party in a public company on condition that:

	(i)		the aggregate Investments made by Restricted Credit Parties in public companies at any time do no exceed 30% of the Shareholders’ Equity of the Cdn Borrower as at such time; and

	(ii)		any such Investment made by a Restricted Credit Party in a public company shall ultimately result in and become a Permitted Acquisition by no later than 18 months following such initial Investment made by such Restricted Credit Party in such public company.

15.6

Acquisitions

No Restricted Credit Party will make any Acquisition or Investment, in any manner whatsoever, directly or indirectly, other than Acquisitions or Investments which relate to activities which are substantially the same as one or more of the activities forming part of the Core Business.

15.7

Distribution

The Cdn Borrower will not declare, set apart for payment or make any Distribution to any shareholder, Affiliate or holder of any option, warrant or right to purchase or acquire shares of its Capital Stock where any Default shall exist or would result from such Distribution.

15.8

Sale of Assets

No Restricted Credit Party will make any Asset Disposition, except for:

	15.8.1		transactions made in the ordinary course of the carrying on its day to day business for cash or Cash Equivalent Investments;

	15.8.2		Sale-Leaseback Transactions, Capital Leases and similar transactions not in excess of the amount permitted under clause 8 of the definition of Permitted Liens found in Schedule “B”;

	15.8.3		Asset Dispositions by a Restricted Credit Party to any Borrower or any Authorized Restricted Subsidiary;

	15.8.4		Asset Dispositions of assets acquired in a Permitted Acquisition to the extent that such assets are disposed of (i) immediately prior, concurrently with or immediately after such Permitted Acquisition, or (ii) within 12 months following such Permitted Acquisition in the case of any such assets which either do not form part of the Core Business or are otherwise identified and disclosed in writing to the Administrative Agent by the relevant Restricted

Amended and Restated Credit Agreement – Page 65

Credit Party at the time of such Permitted Acquisition as being non-strategic, in all cases, for cash or any other consideration payable in full upon completion of such disposition and which represents the fair market value thereof;

15.8.5

Asset Dispositions for fair market value to the extent that the Net Proceeds of such transaction are applied as follows:

	(i)		for Asset Dispositions in any period of 12 consecutive months, having an aggregate book value or fair market value, whichever is greater, that does not exceed 10% of the Tangible Net Assets of the Cdn Borrower, as determined in the last quarterly or annual Financial Statements, whichever were most recently submitted, the Restricted Credit Parties may apply the Net Proceeds thereof at their discretion;

	(ii)		for Asset Dispositions in any period of 12 consecutive months, having an aggregate book value or fair market value, whichever is greater, that exceeds 10% but does not exceed 20% of the Tangible Net Assets of the Cdn Borrower, as determined in the last quarterly or annual Financial Statements, whichever were most recently submitted, the Borrowers shall apply the Net Proceeds thereof, at the Borrowers’ election, to either or both of (A) within 12 months following such transaction, the purchase, acquisition or construction of assets (including Capital Stock) which are to be used in the Core Business of the Restricted Credit Parties or (B) not later than five (5) Business Days after the expiration of the 12-month period referred to in (A), the repayment or prepayment of Senior Indebtedness on a Pro Rata Basis in an amount equal to the Net Proceeds which at that time have not been used or applied to purchase, acquire or construct assets (including Capital Stock) as contemplated in clause (ii)(A) above;

	(iii)		for Asset Dispositions in any period of 12 consecutive months, having an aggregate book value or fair market value, whichever is greater, that exceeds 20% of the Tangible Net Assets of the Cdn Borrower, as determined in the last quarterly or annual Financial Statements, whichever were most recently submitted, the Borrowers shall apply the Net Proceeds thereof which at that time have not been used or applied to purchase, acquire or construct assets (including Capital Stock) as contemplated in clause (ii)(A) above, not later than five (5) Business Days after such transaction, to the repayment or prepayment of Senior Indebtedness on a Pro Rata Basis, provided that concurrently with any such transaction, the Cdn Borrower shall have furnished to the Administrative Agent a Disposition Certificate;

15.8.6

the sale of accounts receivable in connection with a Securitization Program, in an aggregate amount (when added to the amount of any then-existing

Amended and Restated Credit Agreement – Page 66

Securitization Program) that does not exceed, at any time, 60% of the Total Accounts Receivable of the Cdn Borrower, as determined in the last quarterly or annual Financial Statements, whichever were most recently submitted;

15.8.7

the sale of any Investment in a public company referred to in clause (ii) of Section 15.5 where such Investment fails to result in and become a Permitted Acquisition within the 18-month period contemplated in such clause.

15.9

Change of Year-End

The Cdn Borrower will not change its fiscal year-end or the end of any of its fiscal quarters, provided that the Administrative Agent, acting upon the instruction of the Majority Lenders, will act reasonably and in good faith in addressing any request from the Cdn Borrower to make any such change. On the Restatement Date, the fiscal year-end of the Cdn Borrower is September 30.

15.10

Change in Business

No Restricted Credit Party will effect any material change in the nature of its business as described in Section 12.28.

15.11

Ownership of Shares and Subsidiaries

No Restricted Credit Party will permit the US Borrower or any Restricted Subsidiary to cease to be wholly-owned, directly or indirectly, by the Cdn Borrower, save and except (i) pursuant to an Asset Disposition permitted hereunder and then, only if all the Capital Stock of such Restricted Subsidiary is sold, and (ii) for any Pledged Restricted Subsidiary.

15.12

Accounting Treatment and Reporting Practices

No Restricted Credit Party will make any material changes in its accounting or reporting or financial reporting practices, except as required or preferred by GAAP, in which case such changes shall be promptly disclosed to the Administrative Agent.

ARTICLE 16

EVENTS OF DEFAULT

The occurrence of any one or more of the following events shall constitute an Event of Default (each such event being herein referred to as an “Event of Default”):

16.1

Non-Payment

Any Borrower fails to pay, when due, any amount of principal owed by it and outstanding hereunder or fails to pay interest or any other amount outstanding hereunder or under any other Operative Document within three (3) Business Days of the due date thereof.

Amended and Restated Credit Agreement – Page 67

16.2

Misrepresentation

Any representation or warranty made or deemed made by any Restricted Credit Party hereunder or in any other Operative Document is found to have been, when made or deemed made, either incorrect or substantially inaccurate with respect to a material aspect.

16.3

Ratio

The Cdn Borrower fails to maintain any Ratio in accordance with Section 14.1.

16.4

Negative Covenants

Any Restricted Credit Party fails to comply with the provisions of Article 15.

16.5

Breach of Other Covenants

Any Restricted Credit Party fails to perform or comply with any provision or obligation (other than those specifically referred to in the other Sections of this Article) contained in any Operative Document to which it is a party and such failure continues unremedied for a period of 30 days following the issuance to the Borrowers by the Administrative Agent of notice thereof.

16.6

Cross-Default

Any Restricted Credit Party defaults under any one or more agreements, documents or instruments relating to any Debt (other than any Debt due to the Lenders hereunder), the amount of which singly, exceeds Cdn$10,000,000 or, when aggregated with all such Debt in default by the Restricted Credit Parties, exceeds Cdn$10,000,000, provided that, if any legal or collection proceedings are commenced against any Restricted Credit Party, such Restricted Credit Party shall have the right to contest same in good faith and no Event of Default shall ensue provided that the Majority Lenders, once notified by the Borrowers through the Administrative Agent, are absolutely satisfied, in their complete discretion, that the repayment of the Loans and the ability of the Borrowers to service their Debt shall not be compromised.

16.7

Insolvency

An Insolvency Event shall have occurred with respect to any Restricted Credit Party.

16.8

Unsatisfied Awards

One or more Awards are rendered by a competent tribunal against any of the Restricted Credit Parties in an aggregate amount in excess of Cdn$25,000,000 (net of applicable insurance coverage pursuant to which liability is acknowledged in writing by the insurer, with a copy promptly provided to the Administrative Agent) and remains unsatisfied until the earlier of (a) 30 days following the date of such Award, or (b) the fifth (5th) Business Day before the date on which such Award becomes executory, or such longer period as may be agreed to by the Majority Lenders, in their absolute discretion; provided that the Lenders will permit any such Restricted Credit Party to contest such Award for the period necessary to conclude such

Amended and Restated Credit Agreement – Page 68

contestation if at all times during such period: (a) such Restricted Credit Party appeals such Award and enforcement proceedings are suspended as a result of such appeal, (b) the amount of any such Award, when added to the Cdn Borrower’s consolidated Debt as if the amount of such Award were Debt hereunder, would not cause the Cdn Borrower to breach any Ratio, and (c) the Restricted Credit Parties have the cash on hand or sufficient availability under the Facilities to pay the amount of such Award.

16.9

Enforcement Proceedings

Property of any of the Restricted Credit Party having a total value (calculated at the greater of book value and fair market value) of more than Cdn$10,000,000 is the object of a seizure or of a taking of possession or other legal proceeding by a creditor, provided that if such legal proceedings are commenced, any such Restricted Credit Party shall have the right to contest same in good faith and no Event of Default shall ensue provided that the Majority Lenders, once notified by the Borrowers through the Administrative Agent, are absolutely satisfied, in their complete discretion, that the repayment of the Loans and the ability of the Borrowers to service their Debt will not be compromised.

16.10

Enforceability of Operative Documents

If a court of competent jurisdiction shall render a judgment or order, or any Law, ordinance, decree or regulation shall be enacted, the effect of which is to render any material provision of any Operative Document invalid, not binding or unenforceable or if any Operative Document shall cease to be in full force and effect and valid and enforceable, provided that if such matter is (in the opinion of the Administrative Agent) capable of being remedied, the Restricted Credit Parties shall have failed, within 20 days thereafter to furnish or cause to be furnished to the Administrative Agent on behalf of the Lenders replacement documents adequately remedying the aforementioned effect, in the opinion of the Administrative Agent.

16.11

Material Adverse Change

In the opinion of the Lenders, acting in good faith, there occurs a change which has had or could reasonably be expected to have a Material Adverse Effect and the situation has not been remedied within ten (10) Business Days following the issuance to the Borrowers by the Administrative Agent of notice thereof.

16.12

Termination of Guarantees

Any Guarantee or any Pledge to be provided by any of the Restricted Credit Parties pursuant to the terms of this Agreement is or purports to be terminated by notice given under Article 2362 of the Civil Code of Québec or other Applicable Law, unless such termination is effected in the context of replacing a Restricted Subsidiary with another in accordance with the relevant provisions of this Agreement or, if despite such termination, no Default occurs under Section 14.2.

Amended and Restated Credit Agreement – Page 69

16.13

Change of Control

A Change of Control occurs.

16.14

Impermissible Qualification

The auditors of the Cdn Borrower qualify their opinion on the Financial Statements or in any notes to such Financial Statements in any material adverse respect.

16.15

ERISA Event

An ERISA Event shall have occurred that, in the opinion of the Majority Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in liability of the Restricted Credit Parties in an aggregate amount exceeding (i) US$10,000,000 in any year, or (ii) US$30,000,000 for all periods.

ARTICLE 17

REMEDIES

17.1

Termination and Acceleration

If an Event of Default shall have occurred and be continuing, the Administrative Agent may do any one or more of the following:

	17.1.1		declare the whole or any item or part of the Facilities to be cancelled, terminated or reduced, whereupon the Lenders shall not be required to make any further Advance hereunder in respect of such portion of the Facilities cancelled, terminated or reduced;

	17.1.2		accelerate the maturity of all or any item or part of the Loans and declare them to be immediately due and payable, whereupon they shall be so accelerated and become so due and payable;

	17.1.3		demand that the Cdn Borrower prepay the BA Liabilities then outstanding, whereupon the Cdn Borrower shall be obliged to prepay to the Administrative Agent the face amount of all outstanding BAs issued for its account notwithstanding that the holders of the outstanding BAs shall not have demanded payment or shall not then be entitled to do so;

	17.1.4		demand that the Cdn Borrower prepay the Cdn Revolving LC Liabilities then outstanding whereupon the Cdn Borrower shall be obliged to prepay to the Administrative Agent the aggregate maximum liability of the Cdn LC Issuing Lender under the LCs issued under the Cdn Revolving Facility and then outstanding notwithstanding that the beneficiaries of such outstanding LCs shall not have demanded payment in whole or in part, or shall have demanded payment in part only or shall not then be entitled to do so;

Amended and Restated Credit Agreement – Page 70

	17.1.5		demand that the US Borrower prepay the US Revolving LC Liabilities then outstanding whereupon the US Borrower shall be obliged to prepay to the Administrative Agent the aggregate maximum liability of the US LC Issuing Lender under the LCs issued under the US Revolving Facility and then outstanding notwithstanding that the beneficiaries of such outstanding LCs shall not have demanded payment in whole or in part, or shall have demanded payment in part only or shall not then be entitled to do so;

	17.1.6		demand payment under any Guarantee comprised in the Operative Documents;

	17.1.7		suspend any rights of any Restricted Credit Party under any Operative Document, whereupon such rights shall be so suspended; and

	17.1.8		take any other action, commence any other suit, action or proceeding or exercise such other rights as may be permitted by Applicable Law (whether or not provided for in any Operative Document) at such times and in such manner as the Administrative Agent may consider expedient,

all without any additional notice, demand, presentment for payment, protest, noting of protest, dishonour, notice of dishonour or any other action being required other than those required by Law. If an Event of Default referred to in Section 16.7 occurs, the Facilities shall immediately and automatically be cancelled and the Loans shall be accelerated and become immediately and automatically due and payable without any action on the part of the Administrative Agent or any other Finance Party being required.

17.2

Distribution of Proceeds of Realization

Any Proceeds of Realization received by any one of the Finance Parties, shall be applied as follows:

	17.2.1		firstly, to pay all fees due and costs incurred by the Administrative Agent up to and including the day a payment is made to or Proceeds of Realization are retained by the Finance Parties under subsection 17.2.3;

	17.2.2		secondly, to pay all Realization Costs incurred and paid by any one of the Finance Parties, up to and including the day a payment is made to or Proceeds of Realization are retained by the Finance Parties, under subsection 17.2.3;

	17.2.3		thirdly, to pay to the Finance Parties the Obligations outstanding on the date any payment is made under this subsection; and

	17.2.4		fourthly, to pay any surplus to or to the order of any Person, including the Borrowers which under Applicable Law may be entitled to receive same.

Amended and Restated Credit Agreement – Page 71

17.3

Pro Rata Sharing of Realization Costs

Until such time as the Realization Costs are paid in the manner contemplated in subsection 17.2.2, all Realization Costs incurred and paid by any one of the Finance Parties shall be shared by the Finance Parties on the basis of their respective Rateable Share.

17.4

Indemnities and Payments

Nothing herein contained shall be construed or interpreted as in any way obliging the Finance Parties to make any payment as provided for in this Agreement unless they or it are firstly supplied with such indemnifications as the Majority Lenders may consider to be necessary or desirable to protect and save the Finance Parties harmless from any liability or penalty for which any one thereof may become liable under any applicable Law as a result of making such payment.

17.5

Compensation and Set-Off

	17.5.1		In addition to any rights now or hereafter granted under applicable Law and not by way of limitation of any such rights, upon the occurrence of an Event of Default, each Finance Party is hereby authorized by each of the Borrowers, at any time and from time to time, without notice to any of the Borrowers or to any other Person, any such notice being hereby expressly waived, to effect compensation, to set-off and to appropriate and to apply any and all deposits (general or special, time or demand, including Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured), and any other Indebtedness at any time held or owing by such Finance Party to or for the credit or the account of a Borrower against and on account of the obligations and liabilities of any Borrower to such Finance Party under the Operative Documents, irrespective of whether or not the Agent shall have made any demand hereunder or shall have declared the Loans to be due and payable as permitted hereunder and although said obligations and liabilities, or any of them, shall be contingent or unmatured.

	17.5.2		For the purposes of the application of this Section 17.5, each of the Borrowers and the Finance Parties agree that the benefit of any term applicable to any Finance Party’s deposit or other Indebtedness referred to in this Section 17.5 shall be lost immediately before the time when such Finance Party shall exercise its rights under this Section 17.5 in respect of such deposit or Indebtedness of such Finance Party.

	17.5.3		Furthermore, in the exercise of its rights under this Section 17.5, where any Indebtedness of any Finance Party to a Borrower is not outstanding in the same currency as the Indebtedness of such or any other Borrower against which such Finance Party desires to exercise its rights under this Section 17.5, then such Finance Party may effect all currency conversions with respect to any such liability as it considers appropriate in accordance with its normal

Amended and Restated Credit Agreement – Page 72

practices by using its own rate of exchange in effect on the Business Day preceding that on which it exercised its rights under this Section.

17.6

Recovery for the Finance Parties

Each Finance Party agrees that if it shall exercise any right under Section 17.5 or any other right of counterclaim, compensation, set-off, banker’s lien, realization of security, or similar right with respect to property of a Borrower or if, under any applicable bankruptcy, insolvency or other similar Law, it receives a secured claim the security for which is a debt owed by it to a Borrower, the amount thereof shall constitute Proceeds of Realization under Section 17.2 and shall be dealt with in the same manner as therein provided as if a realization had occurred. All amounts thus recovered by any Finance Party shall promptly be delivered to the Administrative Agent for distribution. The provisions of this Section 17.6 shall not apply to the exercise of any such right of counterclaim, compensation, set-off, banker’s lien, realization of security or similar right, with respect to property of a Borrower, in favour of such Lender as regards any Indebtedness of such Borrower to such Lender, as the case may be, which would not constitute a part of the Obligations or the Loan of such Lender, as the case may be, or which was not created in furtherance of the Commitments of such Lender, as the case may be.

17.7

Notices

Save as otherwise expressly provided for herein, no notice or mise en demeure of any kind shall be required to be given to the Borrowers by the Administrative Agent or the other Finance Parties for the purpose of putting the Borrowers in default, the Borrowers being in default by the mere lapse of time allowed for the performance of an obligation or by the mere occurrence of any event constituting an Event of Default.

17.8

Dealings with the Borrowers

The Administrative Agent may grant extensions of time and other indulgences, take and give up securities, accept compositions, grant releases and discharges and otherwise deal with the Borrowers as the Required Lenders may see fit, without prejudice to the liability of the Borrowers or to the Finance Parties’ rights in respect of the security conferred upon them pursuant to the terms of the Operative Documents.

17.9

No Deemed Payment

Where any Finance Party, whether under the provisions of the Operative Documents or otherwise, receives or recovers from a Borrower an amount ultimately payable to it under the provisions of the Operative Documents, but as a consequence of the provisions of Section 9.6 or 17.6 does not retain the totality of such amount, as between such Borrower, on the one hand, and that Finance Party, on the other hand, that excess amount not retained by such Finance Party shall be treated as not having been paid to such Finance Party for the purposes of this Agreement.

Amended and Restated Credit Agreement – Page 73

17.10

ISDA Contracts

In the event the Administrative Agent exercises any one of the rights referred to in Section 17.1, any Finance Party having entered into an ISDA Contract with any Restricted Credit Party shall have the right to claim from that Restricted Credit Party all amounts due under such ISDA Contract as a consequence of the exercise by such Finance Party of its right to terminate such agreement under the terms thereof.

17.11

Finance Parties to Exercise Rights through Administrative Agent

Subject only to the extent that under the provisions of Article 18 and Article 19 a single Finance Party is affected and subject to the provisions of Sections 17.5 and 17.10, the Finance Parties shall only exercise their Rights, Remedies and/or Recourses with respect to the Operative Documents through the Administrative Agent.

ARTICLE 18

TAXES AND OTHER CHARGES

18.1

Payments without Deductions

The Borrowers solidarily agree to pay the Loans of each Finance Party in principal, interest, fees and accessories, free and clear of and without deduction or withholding for (i) any and all present and future Taxes (but excluding, however, Taxes imposed upon such Finance Party (any such Finance Party shall be referred to herein as a “Taxed Party”) by the jurisdiction and political subdivision in which it or its relevant lending office may be located or under the Laws of which it may have been constituted) that may be imposed from time to time by any jurisdiction (including any jurisdiction from which payment is made) in connection with any amount required to be paid to such Finance Party pursuant to this Agreement or by any jurisdiction with respect to the preparation, execution, delivery, registration, performance, amendment or enforcement of this Agreement (all of the foregoing, other than the excluded items shall be collectively referred to herein as the “Local Taxes”), and (ii) any and all present and future Taxes that may be imposed from time to time by any jurisdiction with respect to the payment by the Borrowers of or the reimbursement by the Borrowers for any Local Taxes (all of the foregoing listed in clauses (i) and (ii) other than the excluded items shall be collectively referred to herein as the “Indemnified Taxes”). In the event that any Taxed Party shall have paid any Indemnified Taxes, which under the terms of this Section 18.1, the Borrowers are obliged to pay, the Borrowers solidarily covenant and agree to reimburse, upon demand, such Taxed Party on an after-tax-basis as contemplated in Section 18.2 for the amount of any such Indemnified Taxes so paid by the latter, with interest on such amount as contemplated in this Agreement, and any such reimbursement paid by the Borrowers shall benefit from and be subject to the provisions of this Section 18.1 and Section 18.2.

Amended and Restated Credit Agreement – Page 74

18.2

Payments of Additional Amounts

If any Borrower is at any time (x) required by Law to make any deduction or withholding in respect of any Indemnified Taxes from any amount payable under this Agreement or (y) prevented by operation of Law from paying, causing to be paid or reimbursing the payment of any Indemnified Taxes or (z) required to reimburse a Taxed Party for any Indemnified Taxes paid by the latter but which, under the terms hereof, such Borrower is obliged to pay, the Borrowers solidarily covenant and agree to pay such additional amounts as may be necessary in order that the net amounts retained by any Taxed Party, after any deduction or withholding, after the deduction of any such Indemnified Taxes not paid, caused to be paid or reimbursed by such Borrower, after the payment of such Indemnified Taxes by the Taxed Party and after any Taxes imposed on or measured by the net income, profit or capital of the Taxed Party as a result of its receipt of additional amounts hereunder, shall equal the net after-tax amounts which would have been retained by such Taxed Party if any deduction or withholding had not been made, if such Indemnified Taxes had been paid, caused to be paid or reimbursed by such Borrower, if such Indemnified Taxes had not been paid by the Taxed Party and if no additional amounts had been paid hereunder. Such additional amounts shall be paid (i) in the case of amounts payable as a result of a deduction or withholding from an amount payable under this Agreement, on the date the latter amount is payable, (ii) in the case of amounts payable as a result of the failure by a Borrower to pay or reimburse such Indemnified Taxes, on the earlier of the date on which such Indemnified Taxes are due and the fifth day following the receipt by such Borrower of a notice from the Taxed Party that such Indemnified Taxes have been paid by such Taxed Party,(iii) in the case of Indemnified Taxes paid by a Taxed Party and that a Borrower is obliged to pay, on demand from the Taxed Party and (iv) in the case of amounts payable as a result of Taxes imposed on or measured by the net income, profit or capital of any Taxed Party as a result of its receipt of additional amounts hereunder, on the fifth day following the receipt by the Borrowers of a request therefor by such Taxed Party. Upon request from a Borrower, the Taxed Party claiming payment of Indemnified Taxes under the provisions of this Section shall provide such Borrower with such information and documentation as such Borrower may reasonably request.

18.3

Increase in Interest Rates

If a Borrower is prevented by operation of Law from paying or causing to be paid any amount required to be paid by Section 18.2, the Borrowers solidarily covenant and agree to pay as additional interest payable under this Agreement an amount equal to such required amount, on the applicable Interest Payment Date if such amount is in respect of interest or, if otherwise, on the next succeeding Interest Payment Date, it being expressly understood and agreed that any such additional interest payment shall be paid on an after-tax-basis as contemplated in Section 18.2 and shall be subject to the provisions of Sections 18.1 and 18.2. The Borrowers, at the request of any Taxed Party, shall sign such documents, deeds and instruments and shall do all such things as such Taxed Party shall reasonably consider useful or necessary to give full force and effect to such increase in the rate of interest.

Amended and Restated Credit Agreement – Page 75

18.4

Remittances by Taxed Party

With respect to any of such Indemnified Taxes, the relevant Borrower shall make any required payment thereof within the time allowed under applicable Law and, within 15 days thereafter, shall furnish to the Administrative Agent and any Taxed Party evidence of such payment together with such certificates, receipts and other documents as may be available to establish any Tax credit to which such Taxed Party may be entitled. If such Taxed Party shall determine in its sole discretion that it has irrevocably obtained a credit or similar Tax benefit with respect to Income Taxes imposed by a jurisdiction in which it or its relevant lending office may be located or under the Laws of which it has been constituted, on the basis of the payment of such Taxes by such Borrower, such Taxed Party shall remit to such Borrower promptly an amount equal to the amount of such credit or benefit as is, in its discretion, exercised in good faith, equitably allocable to such payment by such Borrower having taken into account all its dealings giving rise to similar credits or benefits in relation to the same Tax period. If such Taxed Party shall determine subsequently that, for any reason, the amount of such credit or benefit has directly or indirectly been reduced, the Borrowers solidarily covenant and agree to pay, upon the request of such Taxed Party accompanied by evidence of such reduction, to such Taxed Party an amount equal to the amount of such reduction. All determinations and computations required or permitted by this Section shall be made, and all assumptions, methods of allocation and other principles necessary for or related to such determinations and computations shall be made or selected, by such Taxed Party in its sole discretion (exercised in good faith) and shall constitute, in the absence of manifest error, prima facie evidence of the amounts or matters so determined or computed.

18.5

U.S. Tax Forms and Certificates

Each US Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (a “Non-US Lender”), on or prior to the date of its execution and delivery of this Agreement in the case of each such US Lender listed on the signature pages hereof and on or prior to the date on which it becomes a US Lender in the case of each such other US Lender, and thereafter as reasonably requested from time to time by the US Borrower or the Administrative Agent, shall provide the US Borrower and the Administrative Agent with duly completed copies of whichever of the following forms and certificates (as applicable) that such US Lender is legally able to deliver: (i) Internal Revenue Service Form W-8BEN, certifying that such Non-US Lender is entitled to benefits under an income tax treaty to which the United States is a party that reduces to zero the rate of withholding of US federal income tax on payments of interest; (ii) Internal Revenue Service Form W-8ECI; (iii) in the case of a Non-US Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (y) Internal Revenue Service Form W-8BEN and (z) a certificate to the effect that such Non-US Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the US Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code; or (iv) any other form or certificate required under the Code or the Treasury Regulations certifying that such Non-US Lender or each of its beneficial owners is entitled to a complete exemption from US federal income tax on payments of interest pursuant to this Agreement or any other Senior Finance Document.

Amended and Restated Credit Agreement – Page 76

18.6

Failure to Provide Tax Forms and Certificates

For any period with respect to which a US Lender that is a Non-US Lender has failed to provide the US Borrower and the relevant Administrative Agent with the appropriate form and/or certificate pursuant to Section 18.5 (unless such failure is due to a Change in Law or an income tax treaty to which the United States is a party that occurred subsequent to the date on which a form and/or certificate originally was required to be provided by such US Lender), and notwithstanding anything in this Article 18 to the contrary such US Lender shall not be entitled to receive any additional amounts or indemnification under Article 18 with respect to withholding of United States federal income tax on interest payments made with respect to such period on its US Revolving Loans; provided, however, that should a US Lender, which is otherwise exempt from or subject to a reduced rate of withholding of United States federal income tax, become subject to such Taxes because of its failure to deliver a form required to be delivered hereunder, the US Borrower shall take such steps as such Non-US Lender shall reasonably request to assist such Non-US Lender to recover such Taxes; provided that any such steps shall not subject the US Borrower to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Borrower in any material respect.

18.7

Obligations in Respect of Non-US Lenders

Notwithstanding anything in this Article 18 to the contrary, the US Borrower shall not be required to indemnify or pay any additional amounts pursuant to Article 18 to any US Lender that is a Non-US Lender in respect of withholding of United States federal income tax on interest payments on its US Revolving Loans to the extent that the obligation to withhold United States federal income tax on interest payments on its US Revolving Loans existed on the date such US Revolving Lender became a party to this Agreement; provided, however, that this Section 18.7 shall not apply to any Assignee under any Assignment made pursuant to a request by the US Borrower.

18.8

Mitigation

If any Borrower is required to pay additional amounts to or for the account of any Lender pursuant to this Article 18, then such Lender shall use reasonable efforts to change the jurisdiction of its applicable lending office so as to eliminate or reduce any such additional payment which may thereafter accrue if such change, in the judgment of such Lender, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender in its sole discretion (exercised in good faith).

18.9

Obligations in Respect of Canadian Withholding Taxes

For any period with respect to which any Cdn Lender has ceased to qualify as a Canadian resident (unless such Cdn Lender, as the case may be, has ceased to qualify as a Canadian resident as a result of a Change in Law), such Cdn Lender shall not be entitled to receive any additional amounts or indemnification under this Article 18 with respect to any Canadian withholding tax on interest payments made with respect to such period on its Cdn Revolving Loan.

Amended and Restated Credit Agreement – Page 77

18.10

Survival of Agreements

The agreements of the Borrowers under this Article 18 shall survive the repayment of the Loans and the cancellation in full of the Facilities.

ARTICLE 19

INDEMNITIES

19.1

Market Disruption

Each time that the Administrative Agent shall determine that by reason of circumstances affecting the relevant markets for deposits in the relevant currencies generally, adequate and reasonable means do not exist for ascertaining the Discount Rate or the interest rate applicable to the Libor Loans or any part thereof, for any Selected Period, or the Administrative Agent shall receive a notice from any Affected Lender that:

	19.1.1		by reason of circumstances affecting the relevant markets generally, deposits in the relevant currencies are not available to such Affected Lender in such market in the ordinary course of business in sufficient amounts to enable it to make a Libor Loan, to accept Drafts or discount BAs for any Selected Period; or

	19.1.2		by reason of circumstances affecting the market for BAs, no purchasers are available to such Affected Lender to enable it to discount BAs having any Selected Period; or

	19.1.3		by reason of any Change in Law, it is impracticable for such Affected Lender to accept or discount BAs or to make or maintain a Libor Loan for any Selected Period; or

	19.1.4		Libor or the Discount Rate do not represent, for such Affected Lender, by an amount which such Affected Lender deems in its sole discretion (exercised in good faith) to be material, the effective cost of funding or maintaining the Libor Loan or the BA Liabilities of such Affected Lender or any part thereof to be made for any Selected Period or continued for any new Selected Period by such Affected Lender;

the Administrative Agent shall promptly give notice of such determination by it or of receipt by it of such notice from an Affected Lender to the Borrowers and the other Finance Parties.

19.2

Suspension of Rights to Convert

If notice has been given by the Administrative Agent pursuant to Section 19.1:

19.2.1

the Libor Loans or any part thereof, as the case may be, shall not be made, the Drafts shall not be accepted or the BAs shall not be discounted (whether

Amended and Restated Credit Agreement – Page 78

pursuant to an Advance, a conversion or a rollover) by the Affected Lenders and the Borrowers’ right to elect that Advances be made or once made be converted into or continued as BAs or Libor Loans by an Affected Lender or Lenders, as the case may be, shall be suspended until such time as the Administrative Agent shall notify the Borrowers that the circumstances having given rise to such suspension no longer exist;

19.2.2

each Affected Lender, over the course of the next ten (10) Business Days following the issuance of the notice by the Administrative Agent under Section 19.1, shall negotiate in good faith with the Borrowers and deliver to the Borrowers in writing the terms of a substitute basis for the continuation of the BA Liability or Libor Loan, of such Affected Lender or any part thereof, as the case may be, which is, financially, the substantial equivalent to such Affected Lender of the terms provided herein. The terms of the Substitute Basis for the BA Liability or Libor Loan of such Affected Lender or any part thereof, as the case may be, if they are accepted by the Borrowers, shall be effective from any such acceptance and the provisions of this Agreement respecting such BA Liability or Libor Loan as the case may be, ipso facto, shall be amended to accord with the terms of the Substitute Basis for such Affected Lender. The Borrowers shall sign such documents, deeds and instruments, and shall do all such things as the Affected Lenders shall reasonably consider useful or necessary to give effect to the Substitute Basis. If by the expiry of the said ten (10) Business Days no agreement has been reached with respect to the Substitute Basis, the affected outstanding Cdn Revolving Libor Loan of each Affected Lender will automatically be converted into Cdn Revolving US Base Rate Loan of such Affected Lender retroactively to the affected Borrowing Date, the affected outstanding US Revolving Libor Loan of each Affected Lender will automatically be converted into a US Revolving US Prime Rate Loan of such Affected Lender retroactively to the affected Borrowing Date, and the Cdn Borrower shall immediately repay in full the BA Liabilities or any part thereof, as the case may be, of each Affected Lender together with, in all cases, forthwith upon receipt of a demand therefor, the amounts referred to in Sections 19.5 and 19.6.

19.3

Change in Law

If any Finance Party determines (which determination shall be evidenced by a certificate submitted to the Borrowers and the Administrative Agent by such Finance Party and, in the absence of demonstrable error, such certificate shall constitute prima facie evidence of the subject matter thereof among the parties hereto) that:

19.3.1

a Change in Law has made or shall make it unlawful or contrary to any Applicable Law for such Finance Party to maintain or give effect to all or any part of its obligations as contemplated by this Agreement and the other Operative Documents, or to make or maintain all or any part of the

Amended and Restated Credit Agreement – Page 79

BA Liabilities or the Libor Loan hereunder of such Finance Party, then the obligations of such Finance Party to maintain or give effect to such part of such obligations, or to make or maintain such part of such BA Liabilities or such Libor Loan shall terminate and, subject to the provisions of any such Applicable Law and those of Sections 19.5 and 19.6 with respect to losses and expenses, the Borrowers may convert such BA Liabilities or such Libor Loan or any part thereof or alternatively may repay in full any such or other affected Loan or liability to such Finance Party, together, in each case, with all interest accrued thereon, which conversion or repayment shall be made, with respect to each relevant Selected Amount, at the expiry of its Selected Period, or if in the judgment of such Finance Party immediate conversion or repayment is required, immediately upon demand of such Finance Party; or

19.3.2

a Change in Law has:

	19.3.2.1		imposed, modified, or deemed applicable any loan ceiling against such Finance Party or imposed, modified or deemed applicable any special Tax (other than a Tax on the overall net income of such Finance Party) deposit insurance, reserve, deposit or similar requirement with respect to assets held by, deposits in or for the account of, the acquisition of funds by, or loans by such Finance Party; or

	19.3.2.2		changed the basis of taxation of payments to such Finance Party under this Agreement (other than a change affecting taxation on the overall net income of such Finance Party); or

	19.3.2.3		imposed on such Finance Party any other condition (including the amount of capital required or expected to be maintained by such Finance Party as a result of this Agreement, or its Commitment) or monetary restraint with respect to this Agreement, the BA Liabilities, the Libor Loan or any part thereof of such Finance Party or any other Operative Document; and

the result of any of the foregoing is to increase the cost to such Finance Party of making or maintaining its Commitments, BA Liabilities, Libor Loan or LC Liabilities or any part of any one thereof or to reduce any amount receivable by such Finance Party with respect to the BA Liabilities, the Libor Loan or LC Liabilities or any part of any one thereof of such Finance Party by an amount which such Finance Party deems in its sole discretion to be material, then, the Borrowers, within fifteen (15) Business Days of receipt of the certificate referred to above (which certificate shall contain all required computations and reasonable explanations of the amounts required to be paid):

19.3.2.4

shall pay to such Finance Party, such additional amount computed by such Finance Party as will, on an after-tax basis, compensate such Finance Party for such additional cost or reduction in amounts

Amended and Restated Credit Agreement – Page 80

receivable which such Finance Party determines to be attributable to the Borrowers or the Loans made to the Borrowers; and

19.3.2.5

subject to the provisions of Sections 19.5 and 19.6 with respect to losses and expenses, may (i) convert such Cdn Revolving Libor Loans or any part thereof into a Cdn Revolving US Base Rate Loan or may repay it, (ii) convert such US Revolving Libor Loans or any part thereof into a US Revolving US Prime Rate Loan or may repay it, and (iii) shall repay in full the BA Liabilities and LC Liabilities together, in each case, with accrued interest thereon.

19.4

Notice of Change in Law

The Administrative Agent shall promptly give notice of receipt by it of any certificate delivered pursuant to the provisions of Section 19.3 to the Borrowers and the Finance Parties.

19.5

Reimbursement of Losses and Expenses

Whenever any Finance Party or the Administrative Agent shall sustain or incur any losses and expenses in connection with:

	19.5.1		the failure of a Borrower to borrow pursuant to a Draw Request once delivered (whether by reason of such Borrower’s decision not to proceed, the non-fulfilment of any of the conditions set forth in this Agreement, the existence of a Default on the relevant Drawdown Date or for any other reason); or

	19.5.2		the declaration by the Administrative Agent following the occurrence of an Event of Default, that the Loans are immediately due and payable; or

	19.5.3		the failure of the Borrowers to pay when due principal, interest, fees or any other amount under this Agreement (whether at maturity, by reason of acceleration or otherwise); or

	19.5.4		the conversion or repayment of the whole or any part of the BA Liabilities, the LC Liabilities or the Libor Loans on any day other than a Selected Maturity Date; or

	19.5.5		the conversion or repayment of the whole or any part of any affected Loans or liabilities pursuant to Sections 19.1 or 19.3; or

	19.5.6		the failure of a Borrower to convert pursuant to a Conversion Request once delivered any part of the Loans into or continue any part thereof as BA Liabilities, LC Liabilities or Libor Loans (whether by reason of such Borrower’s decision not to proceed, the non-fulfilment of any of the conditions set forth in this Agreement, the existence of a Default on the relevant Conversion Date or for any other reason);

Amended and Restated Credit Agreement – Page 81

(the events contemplated above shall be referred to individually as a “Loss Event” and the funds converted, repaid, not borrowed or not repaid, as the case may be, which are subject to any such Loss Event shall be collectively referred to as the “Affected Funds”);

the Borrowers solidarily agree to pay such Finance Party or the Administrative Agent, upon demand, an amount certified by such Finance Party or the Administrative Agent to be necessary to compensate it for all such losses and expenses. The certificate of such Finance Party or the Administrative Agent, as the case may be, shall also specify the computation and reasonable explanations of the amount to be paid. The agreements of the Borrowers under this Section 19.5 shall survive the repayment of the Loans and the termination of the Facilities.

19.6

Amount of Losses with respect to Libor Loans

With respect to the Libor Loans, the losses and expenses referred to in Section 19.5 shall consist of and be limited to, losses and expenses incurred by any Finance Party in connection with the redeployment of the Affected Funds in an amount equal to the premium, if any, that such Finance Party would be required to pay were it to purchase, in the relevant market, prior to its maturity, on the date of such Loss Event, a term deposit instrument in a principal amount equal to the affected Selected Amount and whose maturity is equal to the remaining term of the affected Selected Period and bearing interest at a rate equal to the rate applicable or that would have been applicable under the terms hereof to the Affected Funds on the date of such Loss Event.

19.7

General Indemnity

The Borrowers hereby solidarily indemnify and hold harmless the Indemnified Parties from and against any and all losses and expenses that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to any investigation, litigation or proceeding or the preparation of any defense with respect thereto arising out of or in connection with or relating to this Agreement, the other Operative Documents or the transactions contemplated hereby or thereby, or any use made or proposed to be made with the proceeds of the Facilities, whether or not such investigation, litigation or proceeding is brought by the Borrowers or any one thereof, any shareholder or creditor thereof, an Indemnified Party or any other Person, or an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated, except to the extent such losses and expenses (i) are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s intentional or gross fault or wilful misconduct, or (ii) result from a claim brought by any Restricted Credit Party against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Operative Document, if such Restricted Credit Party has obtained a final, non-appealable judgment in its favour on such claim by a court of competent jurisdiction.

19.8

Option to Replace Lenders

19.8.1

If any Lender shall become an Affected Lender then, in each such case, provided no Default has occurred and is continuing, the Borrowers shall have

Amended and Restated Credit Agreement – Page 82

the right to replace such Affected Lender. The Borrowers shall exercise such right within 30 Business Days of such Lender becoming an Affected Lender. The replacement of any Affected Lender shall be made for its entire Loan and Commitments.

19.8.2

Where the Borrowers shall wish to replace any Affected Lender then, provided there does not then exist any Default:

	19.8.2.1		the Borrowers shall initially be required to offer the other Lenders, through the Administrative Agent, to acquire the whole or any portion of the Loan and assume the corresponding portion of the Commitments of the Affected Lender. The other Lenders shall be required to inform the Administrative Agent of their decision within ten (10) Business Days of such offer; and

	19.8.2.2		with respect to any portion of the Loan and Commitments of the Affected Lender that the other Lenders have not decided to acquire within the delay stipulated above, the Borrowers may then request that such portion be Assigned to one or more financial institutions, provided that the Administrative Agent and the LC Issuing Lenders consent to each such Assignment, which consent shall not be unreasonably withheld.

19.8.3

Any Assignment under the provisions of this Section 19.8 shall be effected in accordance with the provisions of Section 22.5 provided, however, that the Borrowers shall pay to the Administrative Agent the fee referred to in paragraph 22.5.1.4. The Affected Lender shall cooperate with the Administrative Agent and the Borrowers for the purpose of completing any Assignment requested by the Borrowers under the provisions of this Section 19.8 in a timely manner.

ARTICLE 20

THE AGENTS

20.1

Appointment and Authorization

Each Lender irrevocably appoints and authorizes, and hereby agrees that it will require any Assignee, irrevocably to appoint and authorize each Agent to execute, deliver and take such actions as its agent under each Operative Document to which each Agent is party and to exercise such rights under each such Operative Document as are specifically delegated to each Agent by the terms thereof, together with such rights as are reasonably incidental thereto. The Agents accept such appointment and agree to perform its obligations as Agents under the Operative Documents in accordance with the provisions thereof.

Amended and Restated Credit Agreement – Page 83

20.2

Declaration of Agency

Each Agent declares that it shall hold the rights granted to it under each Operative Document, for its own benefit and as agent for the rateable benefit of each Lender. The rights vested in each Agent by any Operative Document shall be performed by each Agent in accordance with the provisions of this Article.

20.3

Interest Holders

The Agents may treat each Lender as the holder of all of the interests of such Lender in respect of the Facilities until a duly executed and delivered Loan Transfer Agreement in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent and the Administrative Agent has been paid its required processing fee for such Assignment.

20.4

Consultation with Professionals

Each Agent may engage and consult with Lenders’ Counsel, accountants, consultants, financial advisors and other experts and such Agent shall not be liable for any action taken or not taken or suffered by it in good faith and in accordance with the advice and opinion of Lenders’ Counsel or such accountants, consultants, financial advisors or other experts.

20.5

Operative Documents

No Agent shall be under any duty or obligation to examine, enquire into or pass upon the validity, effectiveness or genuineness of any Operative Document or any other agreement, document, instrument or communication furnished pursuant to or in connection with any Operative Document, and the Agents shall be entitled to assume that the same are valid, effective and genuine, have been signed or sent by the proper parties and are what they purport to be.

20.6

Agents and their Subsidiaries and Affiliates

With respect to its Commitments and Loan, each Agent shall have the same rights hereunder as any other Lender and may exercise the same as though it were not an Agent and each Agent and its Subsidiaries and Affiliates may accept deposits from, lend money to and generally engage in any kind of business with any Restricted Credit Party and its Affiliates and Persons doing business with any Restricted Credit Party or any of its Affiliates as if it were not an Agent and without any obligation to account therefor.

20.7

Responsibility of the Agents

The obligations of the Agents to the other Finance Parties under the Operative Documents are only those expressly set forth therein. No Agent shall have any fiduciary obligation to any Finance Party. The Agents shall only have those contractual obligations expressly set forth in the Operative Documents. No Agent shall have any duty or obligation to investigate whether any Default has occurred. The Administrative Agent shall be entitled to assume that no Default has occurred and is continuing, unless an officer of the Administrative Agent charged with the

Amended and Restated Credit Agreement – Page 84

administration of this Agreement has actual knowledge or has been notified by a Borrower of such fact or has been notified by the Majority Lenders that they consider that a Default has occurred and is continuing, such notification to specify in detail the nature thereof.

20.8

Action by the Administrative Agent

	20.8.1		The Administrative Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any right which may be vested in it by, and with respect to taking or refraining from taking any action which it may be able to take under or in respect of, any Operative Document, unless the Administrative Agent has been instructed by the Required Lenders to exercise such rights or to take or refrain from taking such action; provided, however, that the Administrative Agent shall not exercise any right under Section 17.1 without being instructed to do so by the Required Lenders. The Administrative Agent shall incur no obligation under or in respect of the Operative Documents with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment or which may seem to it to be necessary or desirable in the circumstances, except for its intentional or gross fault or wilful misconduct.

	20.8.2		The Administrative Agent shall in all cases be fully protected in acting or refraining from acting under any Operative Document in accordance with the instructions of the Required Lenders, and any action taken or failure to act pursuant to such instructions shall be binding on all Finance Parties.

	20.8.3		Notwithstanding anything else herein contained, the Administrative Agent may refrain from doing anything which would or might in its opinion be contrary to any Applicable Law or which would or might otherwise render it liable to any Person and may do anything which is, in its opinion, necessary to comply with any Applicable Law.

	20.8.4		Notwithstanding subsection 20.8.1, the Administrative Agent may refrain from acting in accordance with any instructions of the Required Lenders to begin any litigation, arising out of or in connection with any Operative Document until it has received such security as it may require (whether by way of payment in advance or otherwise) for all losses and expenses which it will or may expend or incur in complying with such instructions.

20.9

Notice of Events of Default

20.9.1

In the event that an officer of the Administrative Agent charged with the administration of this Agreement is notified of any Default, the Administrative Agent shall promptly notify the Finance Parties, and, subject to Section 20.8, the Administrative Agent shall take such action and assert such rights under the Operative Documents as the Required Lenders shall

Amended and Restated Credit Agreement – Page 85

			request in writing, and the Administrative Agent shall not be subject to any liability by reason of its acting pursuant to any such request.

	20.9.2		Prior to receiving any instructions from the Required Lenders in respect of such Default, the Administrative Agent may, but shall not be obliged to, take such action or assert such rights (other than those matters requiring unanimous Lender consent) as it deems in its discretion to be advisable for the protection of the Finance Parties, except that, if the Required Lenders have instructed the Administrative Agent not to take such action or assert such rights, in no event shall the Administrative Agent act contrary to those instructions.

20.10

Responsibility Disclaimed

None of the Agents in its capacity as Agent shall be under any obligation whatsoever:

	20.10.1		to any Restricted Credit Party as a consequence of any failure or delay in the performance by, or any breach by, any Finance Party of any of its obligations under any Operative Document;

	20.10.2		to any Finance Party, as a consequence of any failure or delay in the performance by, or any breach by, any Restricted Credit Party of any of its obligations under any Operative Document; or

	20.10.3		to any Finance Party for any statements, representations or warranties in any Operative Document or any other agreement, document or instrument contemplated by any Operative Document or in any other information provided pursuant to any Operative Document or for the validity, effectiveness, enforceability or sufficiency of any Operative Document.

20.11

Indemnification

Each of the Finance Parties severally agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrowers on demand) pro rata according to their respective Rateable Share from and against any and all losses and expenses which may be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of any Operative Document except that no Finance Party shall be liable to the Agent for any portion of such losses and expenses that is found in a final non-appealable judgement of court of competent jurisdiction to have resulted from the intentional or gross fault or wilful misconduct of the Administrative Agent.

20.12

Protection of Employees

Each reference in Sections 20.1, 20.8, 20.9, 20.10, 20.11 and 20.14 to any Agent shall (to the extent the context so admits) be deemed to include such Agent and its directors, officers, employees, agents, solicitors, accountants, consultants, financial advisors, other experts and all

Amended and Restated Credit Agreement – Page 86

other representatives and such Agent shall be constituted as agent and bare trustee of each such Person and shall hold and enforce their rights under said Sections for their respective benefits.

20.13

Credit Decision

Each Finance Party represents and warrants to the Agents that:

	20.13.1		in making its decision to enter into this Agreement and to make its Commitments and its Loan, it has independently taken whatever steps it considers necessary to evaluate the financial condition and affairs of each Restricted Credit Party and that it has made an independent credit judgment without reliance upon any information furnished by any Agent; and

	20.13.2		so long as any portion of its Loan remains outstanding it will continue to make its own independent evaluation of the financial condition and affairs of each Restricted Credit Party.

20.14

Replacement Administrative Agent

20.14.1

The Administrative Agent (a “Resigning Agent”) may resign at any time by giving written notice thereof to the other Finance Parties and the Borrowers. Such resignation shall only be effective upon the earlier of (i) the appointment of a replacement agent and its acceptance of such appointment and (ii) the 30^th day following such notice. Upon receipt of notice of any such intended resignation, the Majority Lenders shall have the right to appoint a replacement to the Resigning Agent which shall be one of the Lenders which has an office in Montréal, Québec, or Toronto, Ontario, and in the U.S.A. and provided no Default shall have then occurred and be continuing, which shall be acceptable to the Borrowers. If no replacement to the Resigning Agent shall have been so appointed and shall have accepted such appointment within 15 days of receipt of such notice, the Majority Lenders shall, within the following 15 days, appoint a replacement that may, but need not be, a Lender but that shall be, with respect to the Cdn Revolving Facility, a financial institution to which payments are not subject to Part XIII of the Income Tax Act (Canada) and which has a branch in Montréal, Québec or Toronto, Ontario and, with respect to the US Revolving Facility, an office in the U.S.A., and provided no Default shall have then occurred and be continuing, that shall be acceptable to the Borrowers. If the Majority Lenders fail to appoint a replacement to the Resigning Agent within such 15 day period, without limitation of its rights under this Section 20.14, the Resigning Agent may, on behalf of the Lenders, appoint a replacement Administrative Agent which shall be, with respect to the Cdn Revolving Facility, a financial institution to which payments are not subject to Part XIII of the Income Tax Act (Canada) and which has a branch in Montréal, Québec or Toronto, Ontario and, with respect to the US Revolving Facility, an office in the U.S.A. Upon the resignation of a Resigning Agent, the replacement agent shall thereupon succeed to and become vested with all

Amended and Restated Credit Agreement – Page 87

			the rights and obligations of the Resigning Agent and the Resigning Agent shall be discharged from its obligations under the Operative Documents. After any Resigning Agent’s resignation hereunder as Administrative Agent the provisions of this Article 20 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent. In the event no replacement Administrative Agent shall have been appointed, the provisions hereof shall continue in full force and effect and each Lender shall be deemed to be its Administrative Agent.

	20.14.2		The Administrative Agent may also be removed at any time by the Majority Lenders on the grounds that the Administrative Agent has failed to comply, in all material respects, with its obligations towards any Lender and has not remedied such failure within a reasonable delay following its receipt of a notice from the Majority Lenders describing such failure. The provisions of subsection 20.14.1 above will apply mutatis mutandis to an Administrative Agent that is being so removed.

20.15

Delegation

With the prior approval of the Majority Lenders, such approval not to be unreasonably withheld, the Administrative Agent shall have the right to delegate any of its rights, duties or obligations under the Operative Documents to any Lender such terms and conditions as the Administrative Agent may think fit and the Administrative Agent shall not be bound to supervise the proceedings or be in any way responsible for any obligations or losses and expenses incurred by reason of any misconduct or default on the part of any such delegate. Any such Lender to which the Administrative Agent delegates any of its rights, duties or obligations under the Operative Documents shall incur no obligations under or in respect of the Operative Documents with respect to anything which it may do or refrain from doing (within the scope of the rights, duties or obligations so delegated to it) in the reasonable exercise of its judgment or which may seem to it to be necessary or desirable in the circumstances, except for its intentional or gross fault or wilful misconduct.

20.16

Waivers and Amendments

20.16.1

Except as otherwise provided in subsections 20.16.2 and 20.16.3, any term, covenant, agreement, condition or obligation of any Operative Document may be amended with the consent of the Restricted Credit Parties that are party thereto and the Administrative Agent, acting in accordance with the instructions of the Majority Lenders, and such amendment shall be binding upon all the parties hereto or thereto or compliance therewith may be waived (either generally or in a particular instance and either retroactively or prospectively) by the Administrative Agent, acting in accordance with the instructions of the Majority Lenders, and such waiver shall be binding upon all of the Lenders and in any such event the failure to observe, perform or discharge any such term, covenant, agreement, condition or obligation (whether such amendment is executed or such consent or waiver is given

Amended and Restated Credit Agreement – Page 88

			before or after such failure) shall not be construed as a breach of such term, covenant, agreement, condition or obligations or an Event of Default.

	20.16.2		Without the prior consent of every Lender and the Borrowers, no amendment, waiver or other action of, or in respect of, any Operative Document shall:

	20.16.2.1		increase the aggregate amount of any Facility, the amount or term of any of the Commitments or the proportion represented by the Rateable Share of any Lender, except to the extent expressly permitted or required in this Agreement;

	20.16.2.2		postpone or defer the time for the payment of the principal of or interest on the Loans or any part thereof, any Stamping Fee, any LC Fee or any other amount payable hereunder;

	20.16.2.3		decrease the rate or amount or change the currency of any principal, interest or fees (including Stamping Fees and LC Fees) payable hereunder or the requirement of pro rata application in accordance with each Lender’s Rateable Share of all amounts received by the Administrative Agent in respect of each Facility;

	20.16.2.4		change the definition of “Required Lenders” or “Majority Lenders”;

	20.16.2.5		amend this Section 20.16;

	20.16.2.6		release or postpone any Guarantee or Pledge of any Restricted Credit Party under any Operative Document except as otherwise expressly permitted or required by the provisions of any Operative Document; and

	20.16.2.7		release any Borrower of any of its obligations to become a party to, or cause any Restricted Subsidiary to become a party to, the Guarantee Agreement or to a Pledge in accordance with and subject to the provisions of this Agreement.

	20.16.3		No amendment or waiver of any provision of any Operative Document shall affect any of the rights or obligations of the Administrative Agent or the LC Issuing Lenders under any Operative Document without the prior consent of the Administrative Agent or the LC Issuing Lenders, as the case may be.

	20.16.4		Nothing contained in this Agreement or the other Operative Documents, including, without limitation, the specific reference to Lenders in certain provisions and to Majority Lenders in other provisions, should be construed or interpreted as in any way limiting or restricting the generality of the provisions of this Section 20.16.

Amended and Restated Credit Agreement – Page 89

20.17

Articles 2138 to 2148 C.C.Q. Not Applicable

The mandate of the Administrative Agent under this Agreement is not governed by the provisions of Articles 2138 to 2148 of the Civil Code of Québec and the Finance Parties do hereby expressly renounce to the benefit of each and every one of such Articles.

20.18

Rights, Benefits and Recourses Created by the Operative Documents

The parties hereto do hereby expressly acknowledge, declare and agree that the rights, benefits and recourses created and intended to be created at any time and from time to time by any of the Operative Documents in favour of the Administrative Agent or in favour of the Finance Parties or any one thereof, are created and intended to be created in favour of the Lenders, and in favour of the Administrative Agent as agent for such Person or Persons that now are or may, at any time and from time to time, become Finance Parties, in the same manner and to the same extent as though each such Person was personally an original party to or a Person specifically named as a beneficiary in the said documents. In furtherance of the provisions of this Section 20.18, the parties hereto do hereby irrevocably mandate the Administrative Agent, for and on their behalf, to confirm to and confer upon each Person that becomes a Finance Party, the benefits of the Operative Documents and to execute any instrument necessary to evidence same. The acceptance by the Administrative Agent of any Loan Transfer Agreement shall constitute for all purposes of the Operative Documents, the carrying out by the Administrative Agent of the irrevocable mandate given to it under this Section 20.18.

20.19

Certain other Agents

Notwithstanding anything to the contrary herein contained, none of the Persons identified on the facing page or signature page of this Agreement as “Lead Arranger”, “Joint Book Runner”, “Syndication Agent”, “Documentation Agent”, “Lead Manager” or “Joint Lead Arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement or any other Operative Document in its capacity as such. Without limiting the foregoing, no such Person so identified shall have or be deemed to have any mandatory or fiduciary relationship to any Finance Party or any Restricted Credit Party.

ARTICLE 21

OPERATION OF ACCOUNTS

21.1

Notice of Advance to the Finance Parties

Upon receipt of any Draw Request, Conversion Request or Repayment Notice, the Administrative Agent shall promptly notify each Finance Party of the receipt of such request or notice and, subject to Section 4.2, of the Rateable Share (pertaining to the relevant Facility) of the requested Advance of such Lender or of the contemplated repayment, as the case may be.

Amended and Restated Credit Agreement – Page 90

21.2

Interlender Procedure for Making Advances

	21.2.1		With respect to any Direct Advance, by no later than 11:00 a.m. (local time in the place of payment) on the requested Borrowing Date, each Lender shall make available to the Administrative Agent its Rateable Share (pertaining to the relevant Facility) of the requested Advance in same-day funds in the appropriate currency by wire-transferring such amount in the Administrative Agent’s Account.

	21.2.2		With respect to Advances requested by way of BAs, by no later than 11:00 a.m. (local time in the place of payment) on the relevant Issuance Date, subject to the relevant provisions of Article 11 each Lender shall make available to the Administrative Agent the BA Proceeds referred to in Section 4.6 in same-day funds in Canadian Dollars by wire-transferring such amount in the Administrative Agent’s Account.

	21.2.3		With respect to Advances requested by way of LCs, the Advance shall be made by the delivery by the appropriate LC Issuing Lender of the requested LCs as contemplated in Section 6.2.

21.3

Deposits By or on Behalf of Lenders to Constitute Advances

With respect to each Borrower’s Account, all deposits and credits made into said accounts under the terms hereof by the Administrative Agent, on behalf of the Lenders, and required to be so deposited or credited pursuant to a Draw Request or Conversion Request, shall constitute Advances by the Lenders under the terms hereof.

21.4

Maintenance of Loan Records by the Administrative Agent

	21.4.1		The Administrative Agent will open and maintain on its books, at the Administrative Agent’s Office, a loan record for each Borrower evidencing the aggregate Indebtedness of such Borrower to the Finance Parties hereunder and each constituent part of the Loans. The Administrative Agent shall record therein the amount of each Direct Advance and the issuance of each LC and BA, and shall enter therein each payment of principal and interest on the said loans and all amounts paid by the Borrowers on account of BAs and LC Liabilities and all other amounts paid by the Borrowers and becoming due under this Agreement.

	21.4.2		The said loan records shall constitute, in the absence of manifest error, prima facie evidence of the whole and each constituent part of the Loans, the date any Advance is made to a Borrower and the aggregate amounts from time to time paid by a Borrower on account of such Loans, in principal, interest, fees and other amounts due hereunder. Any failure of the Administrative Agent to record a transaction on any loan record in a timely fashion shall not affect or impair the validity of the obligation of such Borrower to repay the Loans

Amended and Restated Credit Agreement – Page 91

			owed by it by and when herein provided. The obligation of each Borrower to repay the Loans owed by it shall be evidenced by this Agreement and by the loan records maintained by the Administrative Agent, it being the intent of the parties hereto that, save as otherwise expressly provided in Section 4.11, the obligations of the Borrowers with respect to the Loans are to be evidenced only as stated herein and not by separate promissory notes.

	21.4.3		Upon request of any Borrower or any Finance Party or as regularily as any Borrower or any Finance Party may request from time to time, the Administrative Agent shall notify in writing the Borrowers or such Finance Party, as the case may be, of the entries in such loan records and of the aggregate amounts due by the Borrowers to the Lenders hereunder.

21.5

Authority to Debit and Credit

Each Borrower does hereby expressly and irrevocably authorize the Administrative Agent and each Swingline Lender to effect all any necessary debits, deposits, credits and transfers in, from or to any Borrower’s Account or Borrower’s Operating Account, as the case may be, in order to accommodate the Lenders in making Advances and in order to accommodate the Borrowers in making payments to the Finance Parties and the Administrative Agent, the whole under and subject to the provisions of this Agreement.

21.6

Failure by Any Lender to Advance

The failure by any Lender to make an Advance in accordance with its obligations hereunder shall not relieve the other Lenders of their several obligations to make an Advance (in accordance with their respective obligations) equal to their respective Rateable Share (pertaining to the relevant Facility) of the aggregate amount of any Advance requested by any Borrower nor shall any Lender be responsible for the obligations of any other Lender.

21.7

Re-Establishment of Rateable Shares.

As of and from the Restatement Date, the parties hereto acknowledge and agree that the Commitments shall be as set forth herein and the Rateable Share of each Lender in each Facility shall be established in accordance with this Amended and Restated Credit Agreement, it being expressly understood and agreed that any re-establishment of the Rateable Share of the Lenders in each Facility and any redistribution that may result therefrom shall be deemed to have been made in accordance with the provisions of Section 22.5. The Lenders, through the Administrative Agent, shall settle among themselves and pay to each other, as required, the appropriate amounts resulting from such re-establishment of the Rateable Share of the Lenders in each Facility.

Amended and Restated Credit Agreement – Page 92

ARTICLE 22

MISCELLANEOUS

22.1

Notices

Except as otherwise specified herein, all notices, requests, demands or other communications to or upon the respective parties hereto shall be deemed to have been duly given or made to the party to which such notice, request, demand or other communication is required or permitted to be given or made under this Agreement, when delivered to such party (by certified mail, postage prepaid, or by telecopier or hand delivery) at its address and attention set forth with its signature below or at such other address as any of the parties hereto may hereafter notify the others in writing. No other method of giving notice is hereby precluded, provided however that (i) electronic mail and internet and intranet websites may be used only to distribute routine communications, such as financial statements and other similar information and may not be used for any other purposes, and (ii) the Borrowers may use electronic mail to deliver to the Administrative Agent (y) the information set forth in Sections 14.3 to 14.7, inclusively, in accordance with such Sections, and (z) any Draw Request, Repayment Notice, Conversion Request or the notice contemplated in Section 2.14, provided that, in all cases, where any such information, request or notice is a document that shall be signed by any Borrower or any Responsible Officer, as the case may be, same shall be furnished in a “pdf” format or similar format evidencing any such signature, and provided further that in the case of any Draw Request, Repayment Notice or Conversion Request so delivered to the Administrative Agent by “pdf” or such similar format within the delays herein contemplated, any such Draw Request, Repayment Notice or Conversion Request shall be confirmed by the relevant Borrower by telephonic notice to the Administrative Agent within the same delays.

22.2

Calculations and Determinations Shall Constitute Prima Facie Proof

In the absence of manifest error, any calculation or determination to be made by the Administrative Agent, any Finance Party or the Majority Lenders under this Agreement, when made, shall constitute prima facie evidence for all of the parties hereto.

22.3

Rights and Recourses Cumulative

The rights and remedies of each Finance Party under this Agreement shall be cumulative and not exclusive of any right or remedy which each Finance Party would otherwise have and no failure or delay by the Administrative Agent or any Finance Party in exercising any right shall operate as a waiver thereof, nor shall any single or partial exercise of any power or right preclude its other or further exercise or the exercise of any other power or right.

22.4

Assignments by the Borrowers

The rights of each Borrower hereunder are declared to be purely personal and may therefore not be assigned or transferred, nor can any Borrower assign or transfer any of its obligations, any such assignment being null and void insofar as the Finance Parties are concerned and rendering

Amended and Restated Credit Agreement – Page 93

any balance then outstanding of the Loans immediately due and payable at the option of the Administrative Agent and relieving the Lenders from the obligation of making any or any further Advances hereunder.

22.5

Assignments and Participations by Lenders

22.5.1

Any Lender may at any time enter into Assignments, provided that no such Assignment to a separate legal entity shall be effective until:

	22.5.1.1		the Administrative Agent and the LC Issuing Lenders shall consent to same, which consent, in all cases, shall not be unreasonably withheld, provided however that no such consent shall be required for an Assignment to a Lender;

	22.5.1.2		the Borrowers shall consent to same, which consent shall not be unreasonably withheld, provided, however, that (i) in the event any such Assignment shall result, under the then Applicable Laws, in the Borrowers having to indemnify or pay additional amounts to the Assignee pursuant to Article 18, same shall constitute a sufficient reason to withhold such consent, (ii) no such consent shall be required for an Assignment to a Lender, an Affiliate of a Lender or an Approved Fund unless any such Assignment shall result, under the then Applicable Laws, in the Borrowers having to indemnify or pay additional amounts to such Assignee pursuant to Article 18, and (ii) where such Assignment is to occur at a time where a Default has occurred and is continuing, no such consent shall be required;

	22.5.1.3		a Loan Transfer Agreement shall have been executed by such Lender, the Assignee, the Administrative Agent and the Borrowers and delivered to the Administrative Agent and the Borrowers. Each Borrower hereby covenants and agrees not to unreasonably withhold its execution of the aforesaid instrument. The signature of the Borrowers shall only be required under the terms of this subsection where such Assignment is to occur at a time where no Default has occurred and is continuing; and

	22.5.1.4		such Lender has paid to the Administrative Agent, for its exclusive benefit, a fee of Cdn$3,500.

Any Lender may, without the consent of the Borrowers or the Administrative Agent, pledge its rights hereunder or under any Loan as collateral security for extensions of credit from any Federal Reserve Bank.

22.5.2

Upon such execution and delivery and provided the other conditions of this Section 22.5 shall have been met, such Lender shall be released from its

Amended and Restated Credit Agreement – Page 94

			Commitments and other obligations hereunder to the extent of such Assignment, and such Assignee shall for all purposes be a Lender party to this Agreement, and shall have all the rights and obligations of a Lender under this Agreement and shall be entitled to the benefit of the provisions hereof, to the same extent as if it were an original party hereto, and no further consent or action by the Borrowers, the Lenders or the Administrative Agent shall be required. Each Loan Transfer Agreement shall constitute an amendment to this Agreement and more particularly to Schedule “A” hereto to the extent, and only to the extent, necessary to reflect the addition of such Assignee as a Lender and the resulting adjustment of the Commitments, if any, resulting from the aforesaid Assignment.

	22.5.3		Without in any way limiting the generality of any of the foregoing, the Borrowers shall, at the request of any Lender which so Assigns any of its interest under this Agreement, execute and deliver to such Lender or to such party or parties as such Lender may designate any and all further instruments or documents and use its best efforts to obtain any and all further authorizations or approvals, and make any and all further registrations, filings or notifications, as may be necessary or desirable to give full force and effect to such Assignment.

	22.5.4		Any Assignment contemplated in this Section 22.5 must be either for the entire amount of the Commitments and the Loan of a Lender or where it is for a lesser amount, such amount must not be such that the Commitments of the Assigning Lender would be reduced by less than Cdn$5,000,000 nor must the remaining amount of the Commitments of the Assigning Lender following such an Assignment be less than Cdn$5,000,000. Notwithstanding the foregoing, where any such Assignment is being made while a Default has occurred and is continuing, none of the restrictions contained in this subsection 22.5.4 shall apply to such Assignment.

	22.5.5		Any Lender may, without the consent of any Borrower, the Administrative Agent or any LC Issuing Lender, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Borrowers, the Administrative Agent, the LC Issuing Lenders and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce the Operative Documents and to approve any amendment, modification or waiver of any provision of the Operative Documents; provided that such agreement or instrument may provide that

Amended and Restated Credit Agreement – Page 95

			such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in subsection 20.16.2 that affects such Participant. Each Borrower agrees that each Participant shall be entitled to the benefits of Article 18 and Article 19 to the same extent as if it were a Lender and had acquired its interest by Assignment pursuant to this Section 22.5. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 17.5 as though it were a Lender, provided such Participant agrees to be subject to Section 18.4 as though it were a Lender.

	22.5.6		Except as specifically set forth in this Section 22.5, nothing in this Agreement, expressed or implied, is intended to or shall confer on any Person other than the respective parties hereto and their successors or assignees permitted hereunder any benefit or any legal or equitable right, remedy or other claim under this Agreement. For the purposes of this Section 22.5, each Lender, subject to the prior consent of the Borrowers and subject to Section 22.18, which consent shall not be unreasonably withheld, may provide, on a confidential and need-to-know basis, any prospective assignees, transferees or participants with this Agreement, the other Operative Documents as well as all information, reports, budgets, projections and documents, which are made available to each Lender by the Borrowers in connection with this Agreement, from time to time provided that the prior consent of the Borrowers is not required at any time where a Default has occurred and is continuing.

22.6

Conversion Rules

If for the purpose of obtaining or enforcing a judgment in any court or for any other purpose hereunder (such as, without limitation, to determine the value of any amount expressed in a currency other than that in which is expressed hereunder the amount to which it is being compared), it is necessary to convert any amount in the currency in which it is denominated (the “Original Currency”) into another currency (the “Second Currency”), the rate of exchange applied shall be the Exchange Rate for conversion of the Original Currency into the Second Currency applicable on the Business Day on which judgment is given or such determination must be made.

22.7

Currency Indemnity

Each Borrower agrees that its obligations in respect of any amount due and payable to the Finance Parties in the Original Currency hereunder shall, notwithstanding any payment or tender, including pursuant to any judgment expressed or payment made in the Second Currency, be discharged only to the extent that, on the Business Day following receipt of any sums so paid or adjudged to be due hereunder in the Second Currency, the Administrative Agent, on behalf of the Finance Parties, in accordance with normal banking procedure, may purchase in the Canadian money market or the Canadian foreign exchange market, as the case may be, the Original Currency with the amount of the Second Currency so paid or so adjudged to be due; and, if the amount of the Original Currency so purchased is less than the amount originally due in the

Amended and Restated Credit Agreement – Page 96

Original Currency, each Borrower agrees, as a separate obligation and notwithstanding any such payment or judgment to indemnify the affected Finance Parties against such loss and, if the amount of the Original Currency so purchased is greater than the amount originally due in the Original Currency, the Administrative Agent and the Finance Parties agree, notwithstanding any such payment or judgment, to remit to such Borrower, on demand, any such excess.

22.8

Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument.

22.9

Severability

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.

22.10

Replacement of Previous Agreements

This Agreement replaces and supersedes all verbal or oral agreements, understandings and undertakings between the Finance Parties, or any one thereof, and the Cdn Borrower relating to the Facilities, the whole subject to and except for the letter agreement contemplated in Section 8.2.

22.11

No Novation

Any security provided to the Finance Parties by any Borrower shall not constitute a payment, nor shall it operate novation of any amount due hereunder and shall not operate by way of compensation, set-off or confusion of, or merge with, any Indebtedness or liability of any Borrower or of any other Person or Persons to the Finance Parties or any one thereof under any deed, guarantee, contract, bill of exchange, promissory note, letter of credit, certificate of deposit or other instrument by which the same may now or at any time hereafter be represented or evidenced.

22.12

Obligation to Pay Absolute

Except as provided under Section 9.8, the obligations of each Borrower to make payments on the Loans as and when in this Agreement provided shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances without any right of compensation or set-off and notwithstanding any defence, right of action or claim of any nature whatsoever which any Borrower may at any time have or have had against the Administrative Agent or the Finance Parties, whether in connection with this Agreement or otherwise.

Amended and Restated Credit Agreement – Page 97

22.13

Risk of Superior Force

Each Borrower expressly assumes all risks of superior force, so that each Borrower shall be bound to timely repay the Loans in full under this Agreement notwithstanding the existence or occurrence of any event or circumstance constituting a superior force within the meaning of Article 1693 of the Civil Code of Québec.

22.14

Inconsistency with Guarantee Agreement

Unless otherwise herein provided, to the extent that any provision of this Agreement is inconsistent with the provisions of any other Operative Document, the provisions of this Agreement shall prevail.

22.15

Governing Law

This Agreement and the interpretation and enforcement thereof shall be governed by and in accordance with the Laws of the Province of Québec and the federal Laws of Canada applicable therein.

22.16

Submission to Jurisdiction

Each of the parties hereto irrevocably submits to the non-exclusive jurisdiction of the Courts of the Province of Québec sitting in the judicial district of Montréal with respect to any matter arising hereunder or in relation herewith. The parties hereto irrevocably waive any objections on the ground of venue or forum non conveniens or any similar grounds. The parties hereto irrevocably consent to service of process by mail or in any other manner permitted by relevant Law.

22.17

Waiver of Jury Trial

Each party hereto hereby waives any right it may have to a trial by jury of any dispute arising under or relating to this Agreement and agrees that any such dispute shall be tried before a judge sitting without a jury.

22.18

Treatment of Certain Information: Confidentiality

22.18.1

Each of the Agents and the Lenders agrees to maintain the confidentiality of the Information (as hereinafter defined), except that Information may be disclosed (a) to it, its Affiliates and its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority), (c) to the extent required by Applicable Laws or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Operative

Amended and Restated Credit Agreement – Page 98

			Document or any action or proceeding relating to this Agreement or any other Operative Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (y) any Assignee of or Participant in, or any prospective Assignee of or Participant in, any of its rights or obligations under this Agreement or (z) any actual or prospective counterparty (or its advisors) to any Derivative Instrument relating to any Restricted Credit Party and its obligations, (g) with the consent of the Cdn Borrower or (h) to the extent such Information (y) becomes publicly available other than as a result of a breach of this Section or (z) becomes available to any Agent or any Lender on a non-confidential basis from a source other than a Restricted Credit Party.

	22.18.2		For all purposes of this Section 22.18, “Information” means all information received in connection with this Agreement from any Restricted Credit Party relating to any Restricted Credit Party or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a non-confidential basis prior to such receipt. Any Person required to maintain the confidentiality of Information as provided in this Section 22.18 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. In addition, the Agents may disclose to any agency or organization that assigns standard identification numbers to loan facilities such basic information describing the Credit Facilities as is necessary to assign unique identifiers (and, if requested, supply a copy of this Agreement), it being understood that the Person to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to make available to the public only such Information as such person normally makes available in the course of its business of assigning identification numbers.

	22.18.3		In addition, and notwithstanding anything herein to the contrary, the Administrative Agent may provide the information described on Schedule “G” concerning the Restricted Credit Parties and the Credit Facilities to Loan Pricing Corporation and/or other recognized trade publishers of information for general circulation in the loan market.

ARTICLE 23

FORMAL DATE

23.1

Formal Date

For the purpose of convenience, this Agreement may be referred to as bearing formal date of December 20, 2004 irrespective of the actual date of its execution.

Amended and Restated Credit Agreement – Page 99

ARTICLE 24

LANGUAGE

24.1

English Language

The parties hereto have expressly required that this Agreement and all deeds, documents and notices relating thereto be drafted in the English language.

24.2

Langue Anglaise

Les parties aux présentes ont expressément exigé que la présente convention et tous les autres contrats, documents ou avis qui y sont afférents soient rédigés en langue anglaise.

[SIGNATURE PAGES TO BE INSERTED]

Amended and Restated Credit Agreement — Signature Page CGI GROUP INC., as Cdn Borrower Per: Address: 1130 Sherbrooke Street West 7 th Floor Montreal, Quebec H3A 2M8 To the attention of: Executive Vice-President, Chief Financial Officer and Treasurer Telecopier: 514-841-3294

Amended and Restated Credit Agreement — Signature Page CGI TECHNOLOGIES AND SOLUTIONS INC., as US Borrower Per: Address: c/o CGI Group Inc. 1130 Sherbrooke Street West 7 th Floor Montreal, Qu6bec H3A 2M8 To the attention of: Executive Vice-President, Chief Financial Officer and Treasurer Telecopier: 514-841-3294

Amended and Restated Credit Agreement — Signature Page NATIONAL BANK OF CANADA, as Cdn Lender Per: and Per: Address: 1155 Metcalfe Street 5 th Floor Montreal, Quebec H3B 4S8 To the attention of: Vice President Telecopier: 514-390-7860

Amended and Restated Credit Agreement — Signature Page JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Cdn Lender Per: Jeffrey Coleman Vice President and Per: Address: 200 Bay Street Suite 1800 Toronto, Ontario M5J 2J2 To the attention of: Vice-President Telecopier: 416-981-9278

Amended and Restated Credit Agreement — Signature Page CAISSE CENTRALE DESJARDINS, as Cdn Lender, Lead Arranger, Joint Book Runner and Syndication Agent Per: Andre Roy Senior Manager and Per: Francine Champeux, Vice Fre3 ±d-ent Address: 1170, rue Peel Bureau 600 Montreal, Quebec H3B 0BI To the attention of: Senior Manager Telecopier: 514-281-4317

Amended and Restated Credit Agreement — Signature Page THE TORONTO-DOMINION BANK, as Cdn Lender and Documentation Agent Per: and Per: Address: 1 Place Ville-Marie Suite 2315 Montreal, Quebec H3B 3M5 To the attention of: Vice President Telecopier: 514-289-0788

Amended and Restated Credit Agreement — Signature Page CANADIAN IMPERIAL BANK OF COMMERCE, as Cdn Lender and Documentation Agent eve Nishimura Per: aging Director and Per: PETER RAWLINS DIRECTOR Address: BCE Place Canada Trust Tower 161 Bay Street 8 th Floor Toronto, Ontario M5J2S8 To the attention of: Director Telecopier: 416-956-3816

Amended and Restated Credit Agreement — Signature Page BANK OF AMERICA, N.A., CANADA BRANCH, as Cdn Lender Per: NELSON LAM VICE PRESIDENT Address: 200 Front Street West Suite 2700 Toronto, Ontario M5V 3L2 To the attention of: Vice President Telecopier: 416-349-4283

Amended and Restated Credit Agreement — Signature Page CAISSE DE DEPOT ET PLACEMENT DU QUEBEC, as Cdn Lender and US Lender Per: Pierre Lamber DIRECTEUR and Per: Diane C. Favreau Vice-President Address: Centre CDP Capital 1000 Place Jean-Paul-Riopelle Montreal, Quebec H2Z 2B3 To the attention of: Vice President, Corporate Debt Telecopier: 514-847-2493

Amended and Restated Credit Agreement — Signature Page KEYBANK NATIONAL ASSOCIATION, as US Lender Per: and Per: Address: 127 Public Square Cleveland, Ohio 44114-1306 U.S.A. To the attention of: Portfolio Manager, AVP Telecopier: (216) 689-8329

Amended and Restated Credit Agreement — Signature Page BANK OF MONTREAL, as Cdn Lender and Per: Address: 1501 McGill College Avenue Suite 3200 Montreal, Quebec H3A3M8 To the attention of: Vice President Telecopier: 514-282-5920

Amended and Restated Credit Agreement — Signature Page ROYAL BANK OF CANADA, as Cdn Lender Per: Bruno Levesque Authorized Signatory and Per: Address: 1 Place Ville-Marie 1 th Floor, West Wing Suite 300 Montreal, Quebec H3B 4R8 To the attention of: Director Corporate Banking Telecopier: 514-874-1349

Amended and Restated Credit Agreement — Signature Page ABN AMRO BANK N .V., CANADA BRANCH, as Cdn Lender and Per: Address: 600 de Maisonneuve Blvd. West Suite 2810 Montreal, Quebec H3A3J2 To the attention of: Vice President Telecopier: 514-284-2357

Amended and Restated Credit Agreement — Signature Page UNITED OVERSEAS BANK LIMITED, VANCOUVER BRANCH, as Cdn Lender Per: K. Jin Koh General Manager and Per: Address: 650 Georgia St. West Suite 1680 Vancouver, BC V6B 4N9 To the attention of: Senior Manager Telecopier: (604)662-3356

Amended and Restated Credit Agreement — Signature Page CITIBANK N.A., CANADIAN BRANCH, as Cdn Lender Per: and Per: Address: 123 Front Street West 11 th Floor Toronto, Ontario M5J2M3 To the attention of: Vice President Telecopier: 416-947-5802

Amended and Restated Credit Agreement — Signature Page BANK OF TOKYO-MITSUBISHI UFJ (CANADA), as Cdn Lender _Per: and Per: Address: 600 de la Gauchetiere Street West Suite 2780 Montreal, Quebec H3B 4L8 To the attention of: Senior Vice President and General Manager Telecopier: 514-875-9392

amended and restated credit agreement — signature page SOCIETE GENERALE (CANADA BRANCH) As Cdn Lender Per: Robert Page Managing Director and Per: Vincent Gonzalez Vice President Address: 1501 McGill College Avenue Suite 1800 Montreal, Quebec M3A 3M8 To the attention of: Managing Director Telecopier: (514) 841-6251

Amended and Restated Credit Agreement — Signature Page SUMITOMO MITSUI BANKING CORPORATION OF CANADA, as Cdn Lender Per: Yusuke Ono, Senior Vice President and Per: Address: Suite 1400 Ernst & Young Tower P.O. Box 172 222 Bay Street Toronto, Ontario M5K 1H6 To the attention of: Vice President Telecopier: 416-367-3565

Amended and Restated Credit Agreement — Signature Page COMERICA BANK, Canada Branch as Cdn Lender Per: and Per: Address: Suite 2210, South Tower Royal Bank Plaza 200 Bay Street P.O. Box 61 Toronto, Ontario M5J 2J2 To the attention of: Portfolio Manager Telecopier: (416)367-2460

Amended and Restated Credit Agreement — Signature Page BNP PARIBAS (CANADA), as Cdn Lender Per: Frank L. Shaw Managing Director and Per: Marie-Claude Crevier Assistant Vice-President Address: 1981 McGill College Avenue 4 th Floor Montreal, Quebec H3A 2W8 To the attention of: Vice President Telecopier: 514-285-2906

Amended and Restated Credit Agreement — Signature Page DEUTSCHE BANK AG, CANADA BRANCH, as Cdn Lender _Per: Leigh Knowles Vice President and Per: DAVID GYNN CHIEF FINANCIAL OFFICER Address: 199 Bay Street, Suite 4700 Toronto, Ontario M5L 1E9 To the attention of: Vice President Telecopier: 416-915-7166

Amended and Restated Credit Agreement — Signature Page NATIONAL BANK OF CANADA NEW YORK BRANCH, as US Lender Per: Vincent Lim a Vice President Cross Border Finance Group and Per: Peter Fiorillo Assistant Vice President Address: 65 East 55th street Loan Administration 31 st Floor New York, NY 10022 U .S .A. To the attention of: Assistant Vice President Telecopier: 212-632-8509

Amended and Restated Credit Agreement — Signature Page JPMORGAN CHASE BANK, N.A., as US Lender and Syndication Agent Per and Per: Address: 200 Bay Street Suite 1800 Toronto, Ontario M5J 2J2 To the attention of: Vice-President Telecopier: 416-981-9278

Amended and Restated Credit Agreement — Signature Page CAISSE CENTRALE DESJARDINS US BRANCH, as US Lender Per: Michel Brouillet ViCE president Address: 1001 East Hallandale Beach Blvd. Suite 200 Hallandale Beach, Florida 33009-4429 To the attention of: Vice-president Telecopier: (954) 458-9529

Amended and Restated Credit Agreement — Signature Page

TORONTO DOMINION (TEXAS) LLC, as US Lender DEBBI L. BRITO AUTHORIZED SIGNATORY Address: C/O Toronto Dominion Bank Royal Trust Tower, 18 th Floor 77 King Street West Toronto, Ontario M5K 1A2 To the attention of: Deal Administrator Telecopier: 416-983-1708

Amended and Restated Credit Agreement — Signature Page Cibc INC., as US Lender Executive Director CIBC World Markets Corp. Authorized Signatory CIBC INC. Address: 300 Madison Avenue 7 th Floor New York, NY 10017 U.S .A. To the attention of: Executive Director Telecopier: 212-856-3761

Amended and Restated Credit Agreement — Signature Page BANK OF AMERICA, N.A., as US Lender and Documentation Agent Per: Jaime Eng and Per: Address: 315 Montgomery Street, 6th Floor Mail Code: CA5-704-06-37 San Francisco, CA 94104 U.S.A. To the attention of: Assistant Vice President Telecopier: 415-622-4057

BANK OF MONTREAL, CHICAGO BRANCH, as US Lender KRISTINA H. BURDEN Per: VICE PRESI DENT and Per: Address: 111 West Monroe Street 10 West Chicago, Illinois 60603 USA To the attention of: Account Manager Telecopier: 312-293-5068

Amended and Restated Credit Agreement — Signature Page ROYAL BANK OF CANADA, as US Lender Per: and Per: Address: One Liberty Plaza New York, NY 10006-1404 U.S.A. To the attention of: Credit Transaction Manager Telecopier: 212-428-2319

Amended and Restated Credit Agreement — Signature Page ABN AMRO BANK N.V., as US Lender THOMASJ. EDUCATE SENIOR VICE PRESIDENT and Per: BERNARD KOH MANAGING DIRECTOR Address: 540 West Madison St. Suite 2621 Chicago, IL 60661 U.S.A. To the attention of: Credit Administration Telecopier: 312-992-5111

Amended and Restated Credit Agreement — Signature Page WACHOVIA BANK, NATIONAL ASSOCIATION, as US Lender and Per: Address: 171 17th Street N.W., 3rd Floor Atlanta, Georgia 30363 To the attention of: John G. Taylor Telecopier: 404-214-3751

Amended and Restated Credit Agreement — Signature Page UNITED OVERSEAS BANK LIMITED, NEW YORK AGENCY, as US Lender Per: Name: George Lim Title: SVP & GM and Per: Name: Mario Sheng Title: AVP Address: 592 Fifth Avenue 10 th Floor New York, NY 10036 U.S.A. To the attention of: Agent & General Manager Telecopier: 212-382-1881

Amended and Restated Credit Agreement — Signature Page CITIBANK N.A., as US Lender Per Geylord C. HOLMES and Per: Vice President and Director Address: 388 Greenwich Street 21st Floor New York, NY 10013 To the attention of: Vice President Telecopier. 646-291-1739

Amended and Restated Credit Agreement — Signature Page SOCIETE GENERALE, as US Lender and Per: 1221 Avenue of the Americas Address: New York, NY 10020 To the attention of: Vice President Telecopier:212-278-7862

Amended and Restated Credit Agreement — Signature Page COMERICA BANK, as US Lender Per: and Per: Address: 411 W. Lafayette Blvd. 5 th Floor Detroit, MI 48226 To the attention of: Vice President Telecopier: (313)222-3177

Amended and Restated Credit Agreement — Signature Page BNP PARIBAS, NEW YORK OFFICE, as US Lender Per: NANETTE BAUDOM and Per: BENJAMIN SILEO Vice President Address: 787 Seventh Avenue New York, NY 10019 To the attention of: Vice President Telecopier: 212-841-3830

Amended and Restated Credit Agreement — Signature Page NATIONAL BANK FINANCIAL INC., as Lead Arranger and Joint Book Runner Per: Address: 1155 Metcalfe Street 5 th Floor Montreal, Quebec H3B 4S8 To the attention of: Vice President Telecopier: 514-390-7860

Amended and Restated Credit Agreement — Signature Page J.P. MORGAN SECURITIES INC., Per: Christopher Jamroz Vice President and Per: 1 Address: 200 Bay Street Suite 1800 Toronto, Ontario M5J 2J2 To the attention of: Vice-President Telecopier: 416-981-9278

Amended and Restated Credit Agreement — Signature Page NATIONAL BANK OF CANADA, as Administrative Agent Per: and Per: For purposes of all Draw Requests, Conversion Requests, Repayment Notice, Extension Request, Facility Adjustment Request, Repayment Notice, Reduction Notice or Compliance Certificate as well as Financial Statements and Information: Address: Loan Administration Customer Service Center 5650 Iberville Street Suite 603 Transit no. 0891-1 Montreal, Quebec H2G2B3 To the attention of: Manager Telecopier: 514-271-5294 For all other purposes: Address: 1155 Metcalfe Street 5 th Floor Montreal, Quebec H3B 4S9 To the attention of: Vice President Telecopier: 514-390-7830

Schedule A – Page 1
Amended and Restated Credit Agreement

SCHEDULE “A”

THE LENDERS AND THEIR COMMITMENTS


	CDN REVOLVING	US REVOLVING
NAME OF LENDER	COMMITMENT	COMMITMENT
National Bank of Canada	Cdn$110,247,933.88	Cdn$0
JPMorgan Chase Bank, N.A., Toronto Branch	Cdn$110,247,933.88	Cdn$0
Caisse centrale Desjardins	Cdn$110,247,933.88	Cdn$0
The Toronto-Dominion Bank	Cdn$100,661,157.02	Cdn$0
Canadian Imperial Bank of Commerce	Cdn$100,661,157.02	Cdn$0
Bank of America, N.A., Canada Branch	Cdn$100,661,157.02	Cdn$0
Caisse de dépôt et placement du Québec	Cdn$71,900,826.45	Cdn$3,099,173.55
KeyBank National Association	Cdn$0	Cdn$75,000,000.00
Bank of Montreal	Cdn$71,900,826.45	Cdn$0
Royal Bank of Canada	Cdn$71,900,826.45	Cdn$0
ABN AMRO Bank N.V., Canada Branch	Cdn$71,900,826.45	Cdn$0
United Overseas Bank Limited, Vancouver Branch	Cdn$57,520,661.16	Cdn$0
Citibank, N.A., Canadian Branch	Cdn$57,520,661.16	Cdn$0
Bank of Tokyo-Mitsubishi UFJ (Canada)	Cdn$60,000,000.00	Cdn$0
Société générale (Canada Branch)	Cdn$47,933,884.30	Cdn$0
Sumitomo Mitsui Banking Corporation of Canada	Cdn$40,000,000.00	Cdn$0

Schedule A – Page 2
Amended and Restated Credit Agreement


	CDN REVOLVING	US REVOLVING
NAME OF LENDER	COMMITMENT	COMMITMENT
Comerica Bank, Canada Branch	Cdn$38,347,107.44	Cdn$0
BNP Paribas (Canada)	Cdn$38,347,107.44	Cdn$0
Deutsche Bank AG, Canada Branch	Cdn$40,000,000.00	Cdn$0
National Bank of Canada, New York Branch	Cdn$0	Cdn$4,752,066.12
JPMorgan Chase Bank, N.A.	Cdn$0	Cdn$4,752,066.12
Caisse centrale Desjardins, US Branch	Cdn$0	Cdn$4,752,066.12
Toronto Dominion (Texas) LLC	Cdn$0	Cdn$4,338,842.98
CIBC Inc.	Cdn$0	Cdn$4,338,842.98
Bank of America, N.A.	Cdn$0	Cdn$4,338,842.98
Bank of Montreal, Chicago Branch	Cdn$0	Cdn$3,099,173.55
Royal Bank of Canada	Cdn$0	Cdn$3,099,173.55
ABN AMRO Bank N.V.	Cdn$0	Cdn$3,099,173.55
wachovia Bank, National Association	Cdn$0	Cdn$75,000,000.00
United Overseas Bank Limited, New York Agency	Cdn$0	Cdn$2,479,338.84
Citibank N.A.	Cdn$0	Cdn$2,479,338.84
Société Générale	Cdn$0	Cdn$2,066,115.70
Comerica Bank	Cdn$0	Cdn$1,652,892.56
BNP Paribas, New York Office	Cdn$0	Cdn$1,652,892.56

Schedule B – Page 1
Amended and Restated Credit Agreement

SCHEDULE “B”

DEFINITIONS

“30 Day CDOR BA Rate” means, for any day, the CDOR BA Rate for BAs having a maturity of 1 month;

“Acquisition” with respect to any Person, means any transaction or series of transactions whereby such Person purchases, acquires or obtains:

1.		the Control of another Person;

2.		the whole or substantial part of another Person’s properties and assets; or

3.		the whole or a substantial part of a business, line of business or division of another Person;

the whole either directly or through Subsidiaries;

“Acquisition Certificate” means a certificate, substantially in the form of the one attached hereto as Schedule “H”, signed by one (1) Responsible Officer of the Cdn Borrower, setting forth, inter alia, the calculations required to establish compliance with the Ratios on a Pro Forma Basis as at the end of the then most recently completed fiscal quarter immediately preceding the occurrence of the Acquisition to which such certificate relates;

“Additional Borrower Accession Agreement” refers to an agreement substantially in the form of the one attached hereto as Schedule “I”;

“Additional Cdn Borrower” means any Cdn Restricted Subsidiary designated as an additional Borrower pursuant to Section 2.14;

“Additional Revolving Commitments” has the meaning ascribed to it in subsection 2.19.1;

“Additional US Borrower” means any US Restricted Subsidiary designated as an additional Borrower pursuant to Section 2.14;

“Adjusted Consolidated Basis” means, whenever such expression is being used hereunder with respect to Ratios, financial information or Financial Statements, that such Ratios, financial information or Financial Statements shall be calculated, established and determined on the basis of the combined financial data of the Restricted Group, the whole as determined in accordance with GAAP, applied in a consistent manner;

“Administrative Agent” means National Bank of Canada, in its capacity as agent for the Finance Parties for the purposes of this Agreement and the other Operative Documents, and includes any successor thereof in such capacity;

Schedule B – Page 2
Amended and Restated Credit Agreement

“Administrative Agent’s Account” means the bank accounts of the Administrative Agent designated from time to time by the Administrative Agent to the Lenders for purposes of making the inter-lender advances contemplated in Section 21.2;

“Administrative Agent’s Office” means generally, the office of the Administrative Agent located at 1155 Metcalfe Street, 5^th Floor, Montréal, Québec, or such other office as the Administrative Agent may specify from time to time;

“Administrative Agent’s Prime Rate” means, for any day, the rate of interest, expressed as an annual rate, quoted or announced on such day by the Administrative Agent in the City of Montréal, as being its reference rate then in effect for determining interest rates on commercial loans made in Canada, in Canadian Dollars;

“Administrative Agent’s US Base Rate” means, for any day, the rate of interest, expressed as an annual rate, quoted or announced on such day by the Administrative Agent in the City of Montréal, as being its reference rate then in effect for determining interest rates on commercial loans made in Canada in US Dollars;

“Administrative Agent’s US Prime Rate” means, for any day, the rate of interest, expressed as an annual rate established on such day by the Administrative Agent in the City of New York, as being its reference rate then in effect for determining interest rates on commercial loans made in the continental United States of America in US Dollars;

“Advance” means any amount of money or credit advanced or to be advanced (as the context requires) to the Borrowers or any one thereof pursuant to this Agreement, whether by way of cash advance by the Lenders, acceptance of Drafts by the Lenders or issue by the LC Issuing Lenders of LCs;

“Affected Funds” has the meaning ascribed to it in Section 19.5;

“Affected Lender” means a Lender who shall have issued a notice to the Administrative Agent pursuant to any one of Sections 19.1, 19.3 or 19.5;

“Affiliate” means any Person which, directly or indirectly, Controls, is Controlled by or is under direct or indirect common Control with, any other Person;

“Agents” refers collectively to the Administrative Agent and the Persons contemplated in Section 20.19, and “Agent” means any one of them;

“Aggregate Swingline Commitment Amount” means, on any date, Cdn$50,000,000, as same may be allocated from time to time as between the Cdn Swingline Commitment Amount and the US Swingline Commitment Amount pursuant to the provisions of this Agreement;

“Agreed Foreign Currency” means, at any time, any one of the Japanese Yen, the Swiss Franc, the Australian Dollar or any other foreign currency acceptable to the relevant LC Issuing Lender, on condition that, in all cases, at such time, any such currency is freely transferable and

Schedule B – Page 3
Amended and Restated Credit Agreement

convertible into Canadian Dollars and US Dollars and deposits of same are readily available in the London interbank market;

“American Account Branch” means the branch of the Administrative Agent located at 65 East – 55^th Street, 31^st Floor, New York, NY 10022, or such other branch of the Administrative Agent in the continental United States of America as the Administrative Agent may specify from time to time;

“Applicable Law” means Law applicable to any specified Person, property, transaction or event or any of such Person’s Business Assets, and any Award of any Governmental Authority or arbitrator in any proceeding or action to which the Person in question is a party or by which such Person or any of its Business Assets is bound;

“Approved Fund” means (i) with respect to any Lender, an entity (whether a corporation, partnership, limited liability company, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is managed or advised by such Lender or any Affiliate thereof, and (ii) with respect to any Lender that is a fund that invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is managed or advised by the same investment advisor as such Lender or by any Affiliate of such investment advisor;

“Asset Disposition” has the meaning ascribed to it in the definition of Net Proceeds found in this Schedule “B”;

“Assignment” or “Assign” means the sale, assignment, transfer or other disposition of the Loan or any portion thereof, of a Lender and the equivalent portion of the corresponding Commitments and other obligations of such Lender under this Agreement (provided that, even if no Loans are outstanding, the Commitments of any Lender may be transferred) but expressly excludes any participation pursuant to subsection 22.5.5, and “Assigning”, “Assignor” and “Assignee” have the correlative meanings;

“Authorization” means any authorization, approval, consent, exemption, licence, permit, franchise or no-action letter from any Governmental Authority having jurisdiction with respect to any specified Person, property, transaction or event, or with respect to any of such Person’s Business Assets or from any Person in connection with any easement, servitude or contractual rights;

“Authorized Restricted Subsidiaries” means, as at any time, those of the Restricted Subsidiaries that have executed the Guarantee Agreement providing for unlimited Guarantees of the Obligations, or, in the case of the Québec Restricted Subsidiaries, Guarantee Agreements providing for unlimited Guarantees of the obligations of other Restricted Subsidiaries having granted unlimited Guarantees of the Obligations;

“Available Cdn Revolving Commitment” means, as at any time, as determined by the Administrative Agent for the purposes of Section 8.1, with respect to any Cdn Lender, the

Schedule B – Page 4
Amended and Restated Credit Agreement

difference between the Cdn Revolving Commitment of such Cdn Lender at such time and the Cdn Revolving Loan of such Cdn Lender then outstanding (excluding, for greater certainty, in the case of the Cdn Swingline Lender, its Cdn Swingline Loan then outstanding), expressed in the Equivalent in Canadian Dollars;

“Available Cdn Revolving Facility” means, as at any time, as determined by the Administrative Agent, the difference between the Cdn Revolving Facility then in effect and the sum of the Cdn Revolving Loans and the Cdn Swingline Loan then outstanding, expressed in the Equivalent in Canadian Dollars;

“Available Cdn Swingline Facility” means, as at any time, as determined by the Cdn Swingline Lender, the difference between the Cdn Swingline Commitment Amount then in effect and the Cdn Swingline Loan then outstanding, expressed in the Equivalent in Canadian Dollars;

“Available US Revolving Commitment” means, as at any time, as determined by the Administrative Agent for the purposes of Section 8.1, with respect to any US Lender, the difference between the US Revolving Commitment of such US Lender at such time and the US Revolving Loan of such US Lender then outstanding (excluding, for greater certainty, in the case of the US Swingline Lender, its US Swingline Loan then outstanding), both expressed in their Equivalent in US Dollars;

“Available US Revolving Facility” means, as at any time, as determined by the Administrative Agent, the difference between the US Revolving Facility then in effect and the sum of the US Revolving Loans and the US Swingline Loan then outstanding, expressed in the Equivalent in Canadian Dollars;

“Available US Swingline Facility” means, as at any time, as determined by the US Swingline Lender, the difference between the US Swingline Commitment Amount then in effect and the US Swingline Loan then outstanding, expressed in the Equivalent in Canadian Dollars;

“Award” means any judgment, decree, injunction, rule, award or order of any Governmental Authority or arbitrator;

“BA” means, with respect to any Lender other than a Non-BA Lender, a Draft issued by the Cdn Borrower and accepted by such Lender pursuant to this Agreement and, with respect to a Non-BA Lender, means a BA Equivalent Note;

“BA Equivalent Note” means a non-interest bearing promissory note (including a depository note, as such expression is defined in the Depository Bills and Notes Act (Canada)), issued by the Cdn Borrower to a Non-BA Lender and which is discounted by such Non-BA Lender in accordance with the provisions of Section 4.11;

“BA Liability”, with respect to any Cdn Lender, means, as at any time, the aggregate of the face amount of the BAs accepted by such Cdn Lender under the Cdn Revolving Facility and still outstanding after deducting therefrom any amount held under Section 9.4 in connection with such BAs, and “BA Liabilities” refers collectively to the BA Liabilities of all Cdn Lenders;

Schedule B – Page 5
Amended and Restated Credit Agreement

“BA Proceeds” means, with respect to any BA, the difference between the Discounted Proceeds and the Stamping Fee relating thereto;

“BA Reference Lenders” refers collectively, at any time, to two (2) Lenders that are not banks under Schedule “I” of the Bank Act (Canada), determined by the Administrative Agent with the consent of the Cdn Borrower;

“Banking Day” means any Business Day that is also a day on which banks are generally open for commercial lending and foreign exchange business in London, England;

“Borrowers” refers collectively to the Cdn Borrower, the US Borrower, any Additional Cdn Borrower and Additional US Borrower and “Borrower” refers to any one thereof;

“Borrowers’ Accounts” refers collectively to the accounts of the Borrowers maintained with the Administrative Agent at the Canadian Account Branch (for the Cdn Borrower) or the American Account Branch (for the US Borrower), and “Borrower’s Account” refers to any one thereof;

“Borrowers’ Operating Accounts” refers collectively to the accounts of the Borrowers maintained with the Cdn Swingline Lender (for the Cdn Borrower) or the US Swingline Lender (for the US Borrower), and “Borrower’s Operating Account” refers to any one thereof;

“Borrowing Date” means any day on which an Advance is made whether it be a Drawdown, a conversion or a rollover;

“Business Assets” means the business, operations, undertaking, property and assets of a specified Person, including the shares and the other securities held in another Person;

“Business Day” means any day excluding Saturday, Sunday or any other day which in Montréal, Québec, Toronto, Ontario or New York, United States of America is a legal holiday or a day on which banks are authorized by law or by local proclamation to close provided that (i) with respect to any transaction under the terms hereof requiring a transfer of funds in Canadian Dollars, then “Business Day” means any day, excluding Saturday, Sunday or any other day which in Montréal, Québec or Toronto, Ontario is a legal holiday or a day on which banks are authorized by law or by local proclamation to close, and (ii) with respect to any transaction under the terms hereof requiring a transfer of funds in Sterling or Euros, such day shall also be a day on which banks are generally open for commercial lending and foreign exchange business in London, England;

“Canadian Account Branch” means the branch of the Administrative Agent located at 600 de la Gauchetière Street West, Level A, Transit 0001-1, Montréal, Québec, H3B 4L2, or such other branch of the Administrative Agent in Canada as the Administrative Agent may specify from time to time;

“Canadian Dollars” or “Cdn$” means the lawful currency of Canada;

“Canadian Plan” means any plan, program, arrangement or understanding that provides pension or retirement benefits (whether or not registered under any applicable pension benefits or Tax

Schedule B – Page 6
Amended and Restated Credit Agreement

Laws in Canada) which is maintained or contributed to by (or to which there is or may be an obligation to contribute of) a Restricted Credit Party in respect of any individual’s employment in Canada or a province or territory thereof with a Restricted Credit Party or any of its Subsidiaries;

“Capital Expenditures”, with respect to any Person, means any and all expenditures of money or money’s worth made or committed to be made by such Person for or in connection with the acquisition, repair (the expenditure with respect to which is capitalized), improvement or extension of capital property or assets (other than an Acquisition), whether by way of purchase, Capital Lease or otherwise;

“Capital Lease”, with respect to any Person, means any lease or other arrangement relating to property or assets (i) which, in accordance with GAAP, would be accounted for as a capital lease obligation on a balance sheet of such Person, or (ii) for which the amount of the asset and liability thereunder should be disclosed in a note to such balance sheet as if so capitalized in accordance with GAAP;

“Capital Stock” means common shares, preferred shares or other equivalent equity interests (howsoever designated) of capital stock of a body corporate, equity preferred or common interests in a limited liability company, limited or general partnership interests in a partnership or any other equivalent such ownership interest, as well as the interest of a beneficiary under a trust;

“Cash Equivalent Investments” means:

1.		direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the government of Canada or the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of Canada or the United States of America), in each case maturing within one year of the date such Investment is made;

2.		marketable general obligations issued by any Province of Canada or by any State of the United States of America or any political subdivision of any such Province or State or any corporation or public instrumentality thereof maturing within one year of the date such Investment is made and, at the time of such Investment, having a credit rating of A-1 from S&P or its equivalent from Moody’s or its equivalent from DBRS;

3.		investments in commercial paper or other similar marketable promissory notes maturing no longer than twelve (12) months from the date such Investment is made and, at the time of such Investment, having a credit rating of A-1 from S&P or its equivalent from Moody’s or its equivalent from DBRS;

4.		investments in Canadian or US certificates of deposit, banker’s acceptance and time deposits maturing within twelve (12) months of the date such Investment is made, issued, guaranteed by or placed with, and money market deposit accounts issued or offered by (y) any Lender, or (z) any commercial bank, trust company or credit union organized or licensed under the Laws of Canada or the United States of America, or any Province or

Schedule B – Page 7
Amended and Restated Credit Agreement

		State thereof, having a credit rating of A-1 from S&P or its equivalent from Moody’s or its equivalent from DBRS; and

5.		investments in money market funds or other mutual funds that invest solely in, or repurchase obligations that are comprised solely of the types of Cash Equivalent Investments described in clauses 1 to 4 above;

“Cdn Borrower” refers to CGI Group Inc., a company constituted under the Laws of Québec, and includes any successor thereto;

“Cdn LC Issuing Lender” is the collective reference to National Bank of Canada in its capacity as issuer of LCs (other than any Existing LC) under the Cdn Revolving Facility, Canadian Imperial Bank of Commerce and Bank of Montreal in their capacities as issuers of the Existing LCs issued by them, and includes, in each case, any successor to each one thereof in such capacity, and any other Cdn Lender which the Cdn Borrower shall have designated as a Cdn LC Issuing Lender by notice to the Administrative Agent;

“Cdn LC Issuing Office” means the office of the Cdn LC Issuing Lender located in Canada as the Cdn LC Issuing Lender may specify from time to time;

“Cdn Lender” as at any time, refers to any Lender that, at such time, has a Cdn Revolving Commitment;

“Cdn Restricted Subsidiary” means, for the purposes of Section 2.14, any Authorized Restricted Subsidiary which is organized under the Laws of Canada or any province thereof, and “Cdn Restricted Subsidiaries” means any two or more of them;

“Cdn Revolving Commitment” means, with respect to any Cdn Lender, as at any time, the aggregate amount which such Cdn Lender has agreed to make available to the Cdn Borrower pursuant to subsection 2.1.1, as such amount may have been modified since the Original Closing Date pursuant to the provisions of this Agreement, and includes, with respect to the Cdn Swingline Lender, the Cdn Swingline Commitment Amount;

“Cdn Revolving Facility” as at any time, refers collectively to the aggregate of the Cdn Revolving Commitments of the Cdn Lenders at such time;

“Cdn Revolving LC Liability”, with respect to any Cdn Lender, means, as at any time, the Rateable Share of such Cdn Lender (pertaining to the Cdn Revolving Facility) in the Stated Amount of the LCs issued under the Cdn Revolving Facility and still outstanding after deducting therefrom any amount held under Section 9.5 in connection with such LCs;

“Cdn Revolving Libor Loan”, with respect to any Cdn Lender, means, as at any time, that portion of the Cdn Revolving Loan of such Cdn Lender with respect to which the Cdn Borrower has elected to pay interest on a Libor Basis, and “Cdn Revolving Libor Loans” means the aggregate of all Cdn Revolving Libor Loans of all Cdn Lenders;

Schedule B – Page 8
Amended and Restated Credit Agreement

“Cdn Revolving Loan”, with respect to any Cdn Lender, means, as at any time, the aggregate of the principal amount of Advances of such Cdn Lender then outstanding under the Cdn Revolving Facility, including the BA Liabilities and the Cdn Revolving LC Liability of such Cdn Lender, and “Cdn Revolving Loans” means the aggregate of all Cdn Revolving Loans of all Cdn Lenders;

“Cdn Revolving Prime Rate Loan”, with respect to any Cdn Lender, means, as at any time, that portion of the Cdn Revolving Loan of such Lender with respect to which the Cdn Borrower has elected or, under the terms of this Agreement, is required to pay interest on a Prime Rate Basis, and “Cdn Revolving Prime Rate Loans” means the aggregate of all Cdn Revolving Prime Rate Loans of all Cdn Lenders;

“Cdn Revolving US Base Rate Loan”, with respect to any Cdn Lender, means, as at any time, that portion of the Cdn Revolving Loan of such Cdn Lender with respect to which the Cdn Borrower has elected or, under the terms of this Agreement, is required to pay interest on a US Base Rate Basis, and “Cdn Revolving US Base Rate Loans” means the aggregate of all Cdn Revolving US Base Rate Loans of all Cdn Lenders;

“Cdn Swingline Commitment Amount” means, on any date, Cdn$42,000,000, as such amount may be modified from time to time pursuant to the provisions of this Agreement;

“Cdn Swingline Facility” means the swingline facility which the Cdn Swingline Lender has agreed to make available to the Cdn Borrower pursuant to subsection 2.2.1;

“Cdn Swingline Lender” means National Bank of Canada and includes any successor thereof in such capacity;

“Cdn Swingline Loan” means, as at any time, the aggregate of the principal amount of Advances of the Cdn Swingline Lender then outstanding under the Cdn Swingline Facility;

“Cdn Swingline Prime Rate Loan” means, as at any time, that portion of the Cdn Swingline Loan with respect to which the Cdn Borrower is required to pay interest on a Prime Rate Basis;

“Cdn Swingline US Base Rate Loan” means, as at any time, that portion of the Cdn Swingline Loan with respect to which the Cdn Borrower is required to pay interest on a US Base Rate Basis;

“CDOR BA Rate” means, for any Business Day, the discount rate (expressed as an annual percentage rounded upwards to the nearest fifth decimal point) quoted on the Reuters Money Market CDOR page as of 10:00 A.M. (Montréal time) on such day for bankers’ acceptances denominated in Canadian Dollars accepted by the Administrative Agent, having a maturity similar to that of the BAs with respect to which such rate is being determined and, where different rates are shown for different amounts, for an amount which is closest to the aggregate face amount of BAs the relevant Borrower has requested the Cdn Lenders accept on such day. If for any such Business Day such rate does not appear on such CDOR Page, “CDOR BA Rate” shall mean for such day, the arithmetical mean of the discount rates (expressed as an annual percentage, rounded upwards to the nearest fifth decimal point), charged by money market

Schedule B – Page 9
Amended and Restated Credit Agreement

jobbers for non-interest bearing bills of exchange accepted by the Administrative Agent, having a maturity similar to that of the BAs with respect to which such rate is being determined and having a face amount which is closest to the aggregate face amount of BAs the relevant Borrower has requested the Cdn Lenders accept on such day;

“Certificate of Officer” means a certificate signed by one (1) Responsible Officer of the Borrowers, attesting and stating that:

1.		said officers have taken cognizance of all the terms of the present Agreement and of all other Operative Documents;

2.		said officers, to the best of their knowledge after diligent enquiry, do not know of the existence, as of the date of the certificate, of a condition or of any fact whatsoever, constituting a Default; and

3.		the representations and warranties made or deemed made by the Borrowers under the Operative Documents are still true and correct as of the date of such certificate;

“Change in Law” means (w) the adoption or the coming into force of any Law, directive, guideline (whether or not having the force of law) or the interpretation or the administration thereof by a Governmental Authority or other authority charged with such interpretation or administration, (x) any change in any Law, directive or guideline (whether or not having the force of law), or in the interpretation or the administration thereof by any Governmental Authority or other authority charged with the interpretation or administration thereof, (y) any reversal by any Governmental Authority or other authority of an interpretation of any Law, directive or guideline (whether or not having the force of Law) or (z) any change in GAAP or any requirement, guideline, directive, interpretation or administrative position with respect to GAAP, in each case, which becomes effective after the Original Closing Date;

“Change of Control” means, with respect to the Cdn Borrower, any circumstance which would result in any Person or group of Persons acting together, other than any one or more of Serge Godin, André Imbeau and Jean Brassard, holding, directly or indirectly, individually or collectively, a majority of the votes attached to the outstanding Voting Capital Stock of the Cdn Borrower;

“Clean-Up” means the remediation, containment, removal, treatment, neutralization or inactivation of any Hazardous Material;

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time;

“Commitments”, with respect to any Lender, refers collectively to the Cdn Revolving Commitment, US Revolving Commitment, and includes, with respect to the Cdn Swingline Lender, the Cdn Swingline Commitment Amount, and with respect to the US Swingline Lender, the US Swingline Commitment Amount;

Schedule B – Page 10
Amended and Restated Credit Agreement

“Compliance Certificate” means a certificate, substantially in the form of the one attached hereto as Schedule “J”, signed by one (1) Responsible Officer of the Cdn Borrower and delivered pursuant to Sections 14.3 and 14.4;

“Consolidated Basis” means, whenever such expression is being used hereunder with respect to Ratios, financial information or Financial Statements, that such Ratios, financial information or Financial Statements shall be calculated, established and determined on the basis of the consolidated financial data of the Cdn Borrower, excluding however, all the financing data of Innovapost, the whole as determined in accordance with GAAP, applied in a consistent manner;

“Contract Costs” means the following costs incurred in the course of long-term Customer Contracts: (i) integration costs incurred on large outsourcing contracts as well as incentives granted to clients upon signature of long-term outsourcing contracts, (ii) costs of software specifically designed or acquired to provide long-term outsourcing contracts to clients or group of clients, and (iii) reasonable amounts described in (i) or (ii) that arise out of specific long-term outsourcing contracts entered into by an acquired entity;

“Control”, “Controls” and “Controlled” when used with respect to any Person means the power to appoint the majority of the members of the board of directors of such Person, directly or indirectly, whether through ownership of capital stock, by contract or otherwise, it being understood, however, that where the power to manage such Person has been, entirely or substantially, removed from its board of directors through a unanimous shareholders’ agreement or otherwise or when such Person does not have a board of directors, then it shall mean the power to direct the management and policies of such Person, directly or indirectly;

“Conversion Date” means any day on which a conversion or rollover is effected;

“Conversion Request” means a notice, substantially in the form of the one attached hereto as Schedule “K”, issued to the Administrative Agent by a Borrower pursuant to Section 7.1;

“Core Business” means information system and information technology (“IS/IT”) consulting and management services;

“Customer Contract” means a customer contract entered into after the Original Closing Date by any Restricted Credit Party, or any renewal, amendment or extension after the Original Closing Date of an existing customer contract of any Restricted Credit Party, in connection with services rendered as part of the Core Business;

“Customer Contract Certificate” means a certificate, substantially in the form of the one attached hereto as Schedule “L”, signed by one (1) Responsible Officer of the Cdn Borrower, setting forth, inter alia, the calculations required to establish compliance with the Ratios on a Pro Forma Basis as at the end of then most recently completed fiscal quarter immediately preceding the utilization of the Facilities for the financing of the Customer Contract to which such certificate relates;

“DBRS” means Dominion Bond Rating Service Limited, and includes any successor thereof;

Schedule B – Page 11
Amended and Restated Credit Agreement

“Debt” means, for any Person, without duplication:

1.		all Indebtedness for borrowed money, whether or not represented by notes, bonds, debentures or similar indentures;

2.		obligations representing the deferred purchase price of goods and services, excluding trade payables and other accrued current liabilities incurred in the ordinary course of business provided they are payable within 90 days from the date of purchase;

3.		the amount of the Negative Value of Derivative Instruments of such Person that exceeds Cdn$20,000,000, provided that for all purposes of Section 16.6, the Debt of any Restricted Credit Party relating to Derivative Instruments shall be the full amount of the Negative Value of Derivative Instruments of such Restricted Credit Party;

4.		the amount of any Securitization Program conducted by such Person;

5.		the obligations, whether or not assumed, which are secured by Liens on the property belonging to such Person or payable out of the proceeds flowing therefrom, other than (i) the Permitted Liens described in clauses 1 to 5, inclusively of the definition of Permitted Liens found in this Schedule “B”, (ii) similar non-consensual Liens included in clause 7 of such definition of Permitted Liens that do not secure any other category of Debt described in this definition, and (iii) the Liens described in clause 9 of such definition of Permitted Liens to the extent same are non-consensual and do not secure any other category of Debt described in this definition;

6.		payment obligations under Capital Leases and Synthetic Leases;

7.		payment obligations under letters of credit (other than documentary letters of credit contemplating payment against delivery of property), letters of guarantee and bankers’ acceptances; and

8.		payment obligations under Guarantees provided by such Person in respect of the obligations of another Person contemplated in any other clause of this definition;

“Default” means any Event of Default or any default, breach, failure, event, state or condition which, unless remedied or waived, with the lapse of time, giving of notice, making of a determination, or any combination thereof or otherwise, would constitute an Event of Default;

“Derivative Instruments” means any interest rate swap, index swap, forward rate swap, commodity swap, floor transaction, tunnel transaction, foreign exchange swap, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions) as well as any other transaction contemplated by the expression “swap transaction” in accordance with the definitions of the International Swap Dealers Association, Inc., as amended and supplemented from time to time;

Schedule B – Page 12
Amended and Restated Credit Agreement

“Direct Advance” refers to any Advance with respect to which the relevant Borrower has requested that interest thereon be calculated on a Prime Rate Basis, US Base Rate Basis, US Prime Rate Basis or Libor Basis;

“Discount Rate” means (i) with respect to any BA accepted by a Cdn Lender that is a bank under Schedule “I” of the Bank Act (Canada), the CDOR BA Rate for the applicable Selected Period, and (ii) with respect to any BA accepted by any Cdn Lender that is not a bank under Schedule “I” of the Bank Act (Canada) or any BA Equivalent Note discounted by any Non-BA Lender, the lesser of (a) the rate determined by the Administrative Agent as being the arithmetic average of the actual discount rates of the BA Reference Lenders established in accordance with their normal practices for BAs having a comparable face value and an identical Selected Period as such applicable BA to be accepted or discounted, as the case may be, by each such BA Reference Lender, or (b) the CDOR BA Rate for the applicable Selected Period, plus 0.10%;

“Discounted Proceeds” means, with respect to any BA, an amount equal to the result of the following mathematical formula, rounded to the nearest whole cent:

where,

“A” is the Discount Rate;

“B” is the number of days comprised in the Selected Period selected by the Cdn Borrower with respect to the relevant BAs such Lender is requested to issue; and

“C” is 365;

“Disposition Certificate” means a certificate, substantially in the form of the one attached hereto as Schedule “M”, signed by one (1) Responsible Officer of the Cdn Borrower, setting forth, inter alia, the calculations required to establish compliance with the Ratios on a Pro Forma Basis as at the end of then most recently completed fiscal quarter immediately preceding the occurrence of the Asset Disposition to which such certificate relates;

“Dissenting Lenders” refers to Lenders who, following an Extension Request, have refused or are deemed to have refused to extend the Revolving Period and “Dissenting Lender” refers to any one thereof;

“Distributions”, with respect to any Person, means:

the payment or declaration of any dividend or the making of any distribution of any kind or character (whether in cash or property but expressly excluding any such distribution by way of the payment of dividends by the issuance of common stock) in respect of any

Schedule B – Page 13
Amended and Restated Credit Agreement

		class of the Capital Stock of such Person or to the holders of any class of its Capital Stock;

2.		the purchase, redemption or other acquisition or retirement for value of any of its Capital Stock or of any options, warrants or rights to purchase or acquire shares of its Capital Stock; and

3.		the setting aside of any funds for any of the foregoing purposes;

“Draft” means a blank non-interest bearing bill of exchange within the meaning of the Bills of Exchange Act (Canada) or a blank depository bill within the meaning of the Depository Bills and Notes Act (Canada), as applicable, drawn by the Cdn Borrower and addressed to a Cdn Lender, made payable to that Cdn Lender, bearer or a clearing house bearing such distinguishing letters and numbers and being in such form as each Lender may require;

“Draw Request” means a notice, substantially in the form of the one attached hereto as Schedule “N”, issued by a Borrower to the Administrative Agent in connection with any Drawdown requested by such Borrower under the terms hereof;

“Drawdown” means a fresh Advance which is not derived from a conversion or rollover pursuant to Article 7;

“Drawdown Date” means any day on which a Drawdown is made;

“EBITDA” shall have the same meaning, mutatis mutandis, as EBITDAR (as hereinafter defined), save and except for the removal of the reference to Operating Rentals from clause (c) of such definition;

“EBITDAR” means, on a Consolidated Basis or Adjusted Consolidated Basis (as applicable pursuant to Section 14.2), for any period, (a) net income or loss for such period, (b) minus the gains or plus the losses incurred in connection with all extraordinary items, plus (c) all amounts deducted in computing such net income or loss for such period in respect of depreciation and amortization expense (including the non-cash amortization expense of incentive payments), Interest Expense, income tax expense, Operating Rentals, Readjustment Charges (for all purposes other than the pricing grid set forth in Schedule “C”) and Options Expenses, and minus (d) solely for the purposes of the Ratios, the amount of any Excluded Discounts; provided, however, that (i) if, further to any Acquisition permitted hereunder, the Cdn Borrower or any of its Subsidiaries (or, as applicable, any Restricted Credit Party) acquires a division of a Person, or acquires a Person (which becomes a Subsidiary of the Cdn Borrower (or, as applicable, a Restricted Credit Party) or amalgamates or merges with the Cdn Borrower or any of its Subsidiaries (or, as applicable, any Restricted Credit Party), in each case, in accordance with the provisions hereof (“Acquiredco”), the EBITDAR of Acquiredco for the relevant period, as set out in its historical audited financial statements, may be included in the calculation of EBITDAR hereunder, to the extent not consolidated with the Cdn Borrower or the Restricted Group, as the case may be, in accordance with GAAP, provided that, as at any time where EBITDAR is to be calculated on an Adjusted Consolidated Basis pursuant to Section 14.2, Acquiredco shall have

Schedule B – Page 14
Amended and Restated Credit Agreement

executed a Guarantee Agreement or be subject to a Pledge, as the case may be, in accordance with the provisions of Sections 10.2, 10.3 and 10.4, and provided further that (ii) with respect to any permitted Asset Disposition, the EBITDAR attributable to all property disposed of in such Asset Disposition shall be excluded for the relevant period as if such Asset Disposition had occurred as of the first day of such relevant period;

“Environmental Law” means any Applicable Law relating to the environment and to the Restricted Credit Parties or any of their Business Assets;

“Equivalent” means the equivalent in any currency of any value or sum denominated in any other currency using the Exchange Rate, the whole as calculated by the Administrative Agent as required under the terms hereof on the date that any such calculation is so required to be made;

“ERISA” means the Employee Retirement Income Security Act of 1974 and the regulations promulgated and rulings issued thereunder, the whole as amended from time to time;

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by a Restricted Credit Party or any of its Related Persons of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by a Restricted Credit Party or any Related Person from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or to appoint a trustee to administer any Plan; (f) the incurrence by a Restricted Credit Party or any of its Related Persons of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by a Restricted Credit Party or any Related Person of any notice, or the receipt by any Multiemployer Plan from a Restricted Credit Party or any Related Person of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA;

“Euros” or “€” each means the single currency of those members states of the European Union participating in the European Monetary Union from time to time;

“Event of Default” means any of the events described in Article 16;

“Exchange Rate” means the rate of exchange quoted by the Bank of Canada on the Business Day preceding the day as of which any determination of such rate is required to be made under the terms hereof, as the noon mid-market spot rate for conversions of any currency into another currency;

“Excluded Discounts” means discounts which result in a reduction of actual cash receipts or cash incentives granted during any year of a Customer Contract, unless the relevant Customer Contract and the discounts applicable thereunder meet each of the following requirements:

Schedule B – Page 15
Amended and Restated Credit Agreement

1.		the aggregate amount of the cash incentives and discounts does not exceed 7.5% of the amount of the cash payments to be made during the term of the relevant Customer Contract (and for greater certainty, only the portion of the discount or cash incentive in excess of the aforesaid 7.5% will be an Excluded Discount to be deducted from EBITDA and EBITDAR);

2.		in the case of a discount incentive, the amount of the applicable associated deferred credit shall be treated as Debt but only for the purpose of the calculation of the Ratios;

3.		the amount of the discount must be fully received by the customer during a period equal to the first 20% of the life of the Customer Contract, not exceeding 2 years; and

4.		the Customer Contract must provide that the unamortized portion of any such discount (calculated on a straight-line basis over the life of the Customer Contract) shall be repaid in the event of the premature termination of the Customer Contract;

“Existing LCs” refers collectively to the outstanding letters of credit issued under the Existing Loans and set forth in Schedule “O”;

“Existing Loans” refers to all Debt of the Cdn Borrower under that certain Credit Agreement dated as of November 12, 2002 entered into among the Cdn Borrower, the several lenders, arrangers and agents named therein and Canadian Imperial Bank of Commerce, as administrative agent, as amended or supplemented from time to time;

“Extension Request” means a notice substantially in the form of the one attached hereto as Schedule “T” issued by the Borrowers to the Administrative Agent in connection with any extension of the Revolving Period;

“Facility” or “Credit Facility” refers to any one of the Cdn Revolving Facility, the US Revolving Facility, the Cdn Swingline Facility, the US Swingline Facility, and “Facilities” or “Credit Facilities” refers collectively to all such facilities;

“Facility Reallocation Request” means a request to the Administrative Agent by the Cdn Borrower, substantially in the form of the one attached hereto as Schedule “P”, whereby the Cdn Borrower requests adjustments to the Revolving Facilities pursuant to the provisions of Section 2.15;

“Federal Funds Effective Rate” means, for any day, an annual interest rate equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average quotations for the day of such transactions received by the Administrative Agent from three (3) federal funds brokers of recognized standing selected by the Administrative Agent;

“Finance Parties” refers collectively to the Lenders, the LC Issuing Lenders and the Administrative Agent, and “Finance Party” refers to any one thereof;

Schedule B – Page 16
Amended and Restated Credit Agreement

“Financial Statements” means, with respect to the Cdn Borrower, for any period, all prepared in accordance with GAAP, the balance sheet of the Cdn Borrower as at the end of such period and the related statements of income, of retained earnings, and of cash flows for such period;

“GAAP” means the generally accepted accounting principles, consistently applied, as recommended in the Handbook of the Canadian Institute of Chartered Accountants (or the International Financial Reporting Standards once such standards become the standards for Canadian publicly accountable enterprises) which (i) with respect to the Ratios are in effect on the Restatement Date, and (ii) for all other purposes, are in effect from time to time;

“Governmental Authority” means Canada, the Provinces thereof, any other sovereign country and any other regional, municipal, state, provincial, local or other subdivision of any jurisdiction, and any other governmental entity of any such jurisdiction and includes any agency, department, commission, office, régie, ministry, tribunal, central bank or other Person exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government including the European Union, the European Court of Justice, the European Commission, the European Parliament and the European Central Bank;

“Guarantee Agreement” refers to the guarantee agreement to be entered into from time to time by the Restricted Credit Parties in accordance with the provisions of Article 10;

“Guarantees” means, with respect to any Person, any Indebtedness of another Person which such guaranteeing Person has guaranteed or in respect of which such guaranteeing Person is liable, contingently or otherwise, including, without limitation, liable by way of agreement to purchase property or services, to provide funds for payment, to supply funds to or otherwise invest in such other Person, or otherwise, in all cases to assure a creditor of such other Person against loss, other than endorsements for collection or deposit in the ordinary course of business. Furthermore, “Guarantee” and “Guaranteeing” shall have correlative meanings. For the purposes of determining compliance with various provisions in this Agreement relating to Guarantees, the amount of any Guarantee shall be deemed to be the lesser of (i) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made (for greater clarity where such primary obligation is to be incurred pursuant to a revolving credit facility, the amount of the aggregate commitments under such a facility shall constitute the stated amount of the primary obligation) and (ii) the maximum amount for which such guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guarantee, unless such primary obligation and the maximum amount for which such guaranteeing Person may be liable are not stated or determinable, in which case the amount of such Guarantee shall be deemed to be such guaranteeing Person’s maximum reasonably anticipated liability in respect thereof as reasonably determined by the Administrative Agent in good faith;

“Hazardous Material” means any solid, liquid, gas, odour, heat, sound, vibration, radiation or combination of any of them that may (i) impair the quality of the environment for any use that can be made of it, (ii) injure or damage property or plant or animal life, (iii) harm or materially discomfort any individual, (iv) adversely affect the health of any individual, (v) impair the safety of any individual, (vi) render any property or plant or animal life unfit for use by man, (vii) cause

Schedule B – Page 17
Amended and Restated Credit Agreement

loss of enjoyment of normal use of property, or (viii) interfere with the normal course of business, and includes any material or substance that may be defined or regulated under any Environmental Law;

“Income Taxes” means taxes based on or measured by income or profit of any nature of kind;

“Indebtedness” of any Person means (without duplication) all obligations of such Person which in accordance with GAAP should be classified upon a balance sheet of such Person as liabilities of such Person, and in any event includes all Debt (other than obligations referred to in clause 5 of the definition of Debt found in this Schedule “B” which are not, in accordance with GAAP, required to be classified as liabilities on the balance sheet, nor noted as contingent liabilities in the notes to the Financial Statements) of such Person;

“Indemnified Parties” refers collectively to the Finance Parties, each of their Affiliates as well as their respective directors, officers, employees, advisors, representatives and agents and “Indemnified Party” refers to any one thereof;

“Indemnified Taxes” has the meaning ascribed to it in Section 18.1;

“Information” has the meaning ascribed to it in subsection 22.18.2;

“Innovapost” means Innovapost Inc., a joint venture of the Cdn Borrower with Canada Post, and includes any successor thereto;

“Insolvency Event” means with respect to any Person, the occurrence of any of the following events:

1.		an order is made that such Person be wound up; or

2.		an order appointing a liquidator, an administrator or a provisional liquidator in respect of such Person is made, or one of them is appointed; or

3.		a receiver, receiver and manager, statutory manager, trustee or similar official, is, after notice to such Person, appointed in respect of such Person or all or substantially all of its assets; or

4.		such Person enters into, or resolves to enter into, an arrangement or reconstruction or composition with, or assignment for the benefit of, all or any class of its creditors or it proposes a reorganization, moratorium or other administration involving any of them for reasons relating to insolvency; or

5.		such Person is declared to be in a final judgement or states that it is unable to pay its debts generally when they fall due; or

6.		such Person resolves to wind itself up, assigns itself into bankruptcy (including by filing a voluntary petition under Title 11 of the United States Code) or commits any act of bankruptcy as such term is defined in the Bankruptcy and Insolvency Act (Canada) or in

Schedule B – Page 18
Amended and Restated Credit Agreement

		any other legislation applicable to such Person, or gives notice of its intention to do so for reasons relating to insolvency; or

7.		such Person takes any steps to obtain or is granted protection from its creditors, under any Applicable Law; or

8.		(a) the commencement of an involuntary proceeding against such Person (i) seeking bankruptcy, liquidation, reorganization, dissolution, winding up, a composition or arrangement with creditors, a readjustment of debts, or other relief with respect to it or its debts under any bankruptcy laws or other customary insolvency actions or (ii) seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its assets, the issuance of a writ of attachment, execution, or similar process, or like relief if, in each such case mentioned in (i) or (ii) above, subparagraphs (b), (c) or (d) of this paragraph 8 do not apply and such involuntary proceeding shall remain undismissed and unstayed for a period of thirty (30) days, (b) an order for relief is entered against such Person under the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) or any other present or future federal bankruptcy or insolvency Laws of Canada or Title 11 of the United States Code as now or hereafter in effect, (c) filing by such Person of an answer admitting the material allegations of a petition filed against it in any involuntary proceeding commenced against it, or (d) consent by such Person to any relief referred to in this paragraph 8 or to the appointment of or taking possession by any such official in any involuntary proceeding commenced against it; or

9.		anything analogous or having a substantially similar effect to any of the events specified above happens under the Law of any applicable jurisdiction;

“Interest and Rent Coverage Ratio” means, for each period consisting of the then most recent four (4) fiscal quarters of the Cdn Borrower, the ratio of (i) EBITDAR in respect of such period to (ii) the total of the Interest Expense and the Operating Rentals in respect of such period;

“Interest Expense ” for any period, means all interest and all amortization of debt discount and expense for such period on each item of Debt for which such calculations are being made, calculated on a Consolidated Basis or Adjusted Consolidated Basis (as applicable pursuant to Section 14.2);

“Interest Payment Date” means:

1.		with respect to the Prime Rate Loans, the US Prime Rate Loans and the US Base Rate Loans, the first (1^st) Business Day of each and every calendar month of each year with respect to amounts of interest accrued to and including the last day of the previous month; and

2.		with respect to the Libor Loans, for each Selected Amount:

(i)

the Selected Maturity Date applicable to such Selected Amount where the relevant Selected Period is 3 months or less; and

Schedule B – Page 19
Amended and Restated Credit Agreement

(ii)

where the relevant Selected Period is greater than 3 months, the first Business Day following each period of 3 months during such Selected Period and the Selected Maturity Date applicable to such Selected Amount;

in each case, with respect to amounts of interest accrued to and including the immediately preceding day;

“Investment” means all investments, in cash or by delivery of property, or by the assumption of Indebtedness or other obligations (other than any investment which would constitute a Permitted Acquisition hereunder and other than any acquisition of Cash Equivalent Investments), made directly or indirectly in any Person, whether by acquisition of Capital Stock or assets, or by loan, advance, capital contribution or otherwise, calculated at the actual amount at which such investments were made and net of Distributions paid in cash to any Restricted Credit Party in respect of any such investments since the date such investment was made;

“ISDA Contracts” is the collective reference to the Derivative Instruments entered into from time to time between any of the Restricted Credit Parties and any Lender, and “ISDA Contract” refers to any one thereof;

“Issuance Date” means:

1.		with respect to any LC, the date on which the relevant LC Issuing Lender issued same; and

2.		with respect to any BA, the date on which the relevant Lender accepted same;

“Law” means any international treaty, any domestic or foreign constitution or any federal, provincial, territorial, state, municipal, county or local statute, law, ordinance, code, rule, regulation or order (including any consent, decree or administrative order) or any directive, guideline, policy or authorization of any Governmental Authority;

“LC Fee” means the fee payable on any LC in accordance with the provisions of Section 6.3;

“LC Issuing Lenders” refers collectively to the Cdn LC Issuing Lender and the US LC Issuing Lender, and “LC Issuing Lender” refers, with respect to the Cdn Revolving Facility, to the Cdn LC Issuing Lender and, with respect to the US Revolving Facility, to the US LC Issuing Lender;

“LC Issuing Offices” refers collectively to the Cdn LC Issuing Office and the US LC Issuing Office, and “LC Issuing Office” refers, with respect to the Cdn LC Issuing Lender, Cdn LC Issuing Office and with respect to the US LC Issuing Lender, the US LC Issuing Office;

“LC Liability” with respect to any Lender, refers collectively to the Cdn Revolving LC Liability and US Revolving LC Liability of such Lender, and “LC Liabilities” refers collectively to the Cdn Revolving LC Liabilities and US Revolving LC Liabilities;

Schedule B – Page 20
Amended and Restated Credit Agreement

“LCs” is the collective reference to any outstanding letter of guarantee or any stand-by or other letter of credit (including a documentary letter of credit) and all renewals and substitutions therefor, issued from time to time by an LC Issuing Lender under the Cdn Revolving Facility or the US Revolving Facility, in accordance with the provisions hereof, provided that with respect to the US Revolving Facility, it shall not include any letter of guarantee, and “LC” means any one of the LCs;

“Lender” means any Person:

named in Schedule “A”; or

which has become a party hereto in accordance with Section 22.5;

and which has not ceased to be a party hereto in accordance with the terms hereof, and “Lenders” is the collective reference to all such Persons. For greater clarity, where a Lender makes available any of its Commitments from different branches, such Lender shall still be considered as the same Lender for all of its Commitments;

“Lenders’ Counsel” means (i) in Canada, Fasken Martineau DuMoulin LLP, (ii) in the U.S.A., Cravath, Swaine & Moore LLP, and (iii) in each other relevant jurisdiction, such firm of solicitors as the Administrative Agent may select;

“Leverage Ratio” means, as of any date of determination, the ratio of (i) Debt (other than obligations referred to in clause 5 of the definition of Debt found in this Schedule “B” which are not, in accordance with GAAP, required to be classified as liabilities on the balance sheet nor noted as contingent liabilities in the notes to the Financial Statements) as of such date on a Consolidated Basis or Adjusted Consolidated Basis (as applicable pursuant to Section 14.2) plus the amount of the deferred credit applicable in connection with Customer Contracts, as referred to in the definition of Excluded Discounts found in this Schedule “B”, to (ii) EBITDA for the period consisting of the then most recent four (4) fiscal quarters of the Cdn Borrower;

“Libor” for each Selected Period of each Selected Amount of each Libor Loan means the percentage rate per annum (rounded upwards, if necessary, to the nearest whole multiple of ¹/₁₆ of 1%) equal to the offered quotation which appears on the page of the Telerate Screen which displays or publishes the British Bankers’ Association Interest Settlement Rate for the currency of such Libor Loan (being currently “3750”) for such Selected Period as of 11:00 A.M. (London time) on the Quotation Date for such Selected Period and for a period similar to such Selected Period or, if such page or such service shall cease to be displayed or published, such other page or such other service for the purpose of displaying or publishing the British Bankers’ Association Interest Settlement Rate for such currency as the Administrative Agent shall select. If no quotation for the relevant currency and Selected Period is displayed or published to permit the Administrative Agent to determine Libor in accordance with the foregoing, Libor will be determined by the Administrative Agent with reference to the rate of interest (rounded upwards, if necessary, to the nearest whole multiple of ¹/₁₆ of 1%) quoted by the Administrative Agent as the rate at which the Administrative Agent was offering deposits in a representative amount in the currency of such Libor Loan to prime banks in the London interbank market for such

Schedule B – Page 21
Amended and Restated Credit Agreement

Selected Period as of 11:00 A.M. (London time) on the Quotation Date for such Selected Period. With respect to Libor Loans to be made under the US Revolving Facility, Libor shall be determined on the basis of the Reserve Adjusted Libor;

“Libor Basis”, means the calculation of interest on the Libor Loans as provided in Section 5.3;

“Libor Loan”, with respect to any Lender, refers collectively to the Cdn Revolving Libor Loan and the US Revolving Libor Loan of such Lender, and “Libor Loans” refers collectively to the Libor Loans of all Lenders;

“Lien” means (i) any right of set-off or combination of accounts intended to secure the payment or performance of an obligation, (ii) any interest in property securing an obligation owed to, or a claim by, a Person other than the owner (which for the purposes hereof shall include a possessor under a title retention agreement and a lessee under a Capital Lease or in a Sale and Leaseback Transaction) including by way of mortgage, pledge, charge, lien, assignment by way of security, hypothecation, security interest, hire purchase agreement, conditional sale agreement, deposit arrangement, deemed trust, title retention, Capital Lease, discount, factoring or securitization arrangement deemed trust, on recourse terms, (iii) any preference, priority, adverse claim, levy, execution, seizure, attachment, garnishment or other encumbrance which binds property, and (iv) any agreement to grant any of the foregoing rights or interests;

“Litigation” means any grievance, investigation, litigation, legal action, lawsuit or other proceeding (whether civil, administrative, quasi-criminal or criminal) by or before any Governmental Authority or arbitrator;

“Loan” means, with respect to any Lender, the aggregate of the Cdn Revolving Loan and the US Revolving Loan of such Lender, and includes, with respect to each Swingline Lender, its Swingline Loan, together with any other amount in principal, interest, fees and accessories and interest on arrears of interest, fees and accessories, in each case, due and payable to such Lender and such Swingline Lender by the Borrowers or any one thereof; and “Loans” means the aggregate of all Loans of all Lenders;

“Loan Transfer Agreement” refers to an agreement substantially in the form of the one attached hereto as Schedule “Q” whereby a Lender makes an Assignment;

“Local Taxes” has the meaning ascribed to it in Section 18.1;

“Loss Event” has the meaning ascribed to it in Section 19.5;

“Majority Lenders” means (i) at any time prior to the termination of the Revolving Commitments, Lenders whose Revolving Commitments represent at least 51% of the Revolving Facilities, and (ii) as of and from the termination of the Revolving Commitments, Lenders to which at least 51% of the Loans (other than the Swingline Loans) are due;

“Material Adverse Effect” means the occurrence or the failure to occur of any event or series of events which either singly or in the aggregate would have a material adverse effect (i) upon the business, liabilities, assets, operating results or financial condition of the Cdn Borrower and its

Schedule B – Page 22
Amended and Restated Credit Agreement

Subsidiaries taken as a whole, (ii) on the ability of any one of the Restricted Credit Parties to perform any of its material obligations under the Operative Documents to which it is a party, or (iii) on the validity or enforceability of any Operative Document;

“Moody’s” means Moody’s Investors Service, Inc., and includes any successor thereof;

“Multiemployer Plan” means any Plan which is a multiemployer plan (as such term is defined in Section 4001(a)(3) of ERISA);

“Negative Value of Derivative Instruments” means the aggregate amount that would be payable to all Persons by any Restricted Credit Party (net of all amounts that would be payable by each such Person to such Restricted Credit Party) on the date of determination pursuant to Section 6(e)(ii)(2)(A) of each ISDA Master Agreement between such Restricted Credit Party and such Persons as if all Derivative Instruments under such ISDA Master Agreements were being terminated on that day; provided that, with respect to the Derivative Instruments between each Lender and any Restricted Credit Party, the Administrative Agent will determine Market Quotation (as such term is defined in the ISDA Master Agreement) using its estimates at mid-market of the amounts that would be paid for Replacement Transactions (as such term is defined in the ISDA Master Agreement);

“Net Proceeds” means, for the purposes of Section 15.8, the gross amount of proceeds payable to any Restricted Credit Party in cash or Cash Equivalent Investments arising from the sale, transfer, lease, assignment or other disposition or alienation of any of the property and assets (including Capital Stock) of any Restricted Credit Party, or from proceeds of insurance relating to the destruction of property or assets to the extent that such proceeds are not being applied to replace, restore or rebuild the assets so destroyed (an “Asset Disposition”), less (i) the amounts payable to discharge, radiate or otherwise release Permitted Liens on the property or assets being disposed of, (ii) the amount of Taxes arising from each such Asset Disposition and which cannot be offset against losses, depreciation or otherwise such that same must actually be paid in cash, and (iii) reasonable out-of-pocket costs, fees and expenses incurred in connection with such Asset Disposition, including commissions, but excluding any amounts paid to Affiliates of any such Restricted Credit Party;

“Net Worth” means, at as at any date of determination, Shareholders’ Equity of the Cdn Borrower (excluding foreign exchange translation adjustments which are included in the accumulated other comprehensive loss and any write-up in the value of assets as a result of any reassessment thereof), as reflected in the last quarterly or annual Financial Statements, whichever were most recently submitted, calculated on a Consolidated Basis or Adjusted Consolidated Basis (as applicable pursuant to Section 14.2);

“New Lender” means, as at any time, for the purposes of Section 2.19, any commercial bank, finance company, or other financial institutions (not then a party to this Agreement) which is acceptable to the Administrative Agent, the LC Issuing Lenders and the Borrowers, in each case, acting reasonably, and which would become a Lender hereunder by providing an Additional Revolving Commitment pursuant to such Section 2.19 and “New Lenders” refers to all such New Lenders;

Schedule B – Page 23
Amended and Restated Credit Agreement

“Non-BA Lender” means any Lender which does not or cannot in the ordinary course of business accept bills of exchange under the Bills of Exchange Act (Canada) or depository bills under the Depository Bills and Notes Act (Canada), which would constitute banker’s acceptances for the remaining Lenders, and “Non-BA Lenders” is the collective reference to all such Persons;

“Non-US Lender” has the meaning ascribed to it in Section 18.5;

“Note Purchase Agreement” means that certain Note Purchase Agreement dated as of January 29, 2004 relating to the US$85,000,000 4.59% Guaranteed Series A Senior Unsecured Notes, US$87,000,000 5.10% Guaranteed Series B Senior Unsecured Notes and US$20,000,000 6.00% Guaranteed Series C Senior Unsecured Notes, all issued by the Cdn Borrower, as such agreement may be amended, supplemented or restated at any time and from time to time, provided that, for the purposes of Section 12.9, reference to the Note Purchase Agreement shall be read as a reference to the aforesaid Note Purchase Agreement, as it existed on the Original Closing Date and without giving effect to any amendment or supplement thereto or restatement thereof;

“NPA Indebtedness” means, as at any time, the aggregate principal amount of all notes issued by the Cdn Borrower under the Note Purchase Agreement and outstanding at such time, together with any amount in interest, fees and make-whole payment then due and payable in connection with such notes;

“Obligations” refers collectively to the performance by the Restricted Credit Parties of all of their obligations under the Operative Documents including, the obligation of the Borrowers to repay the Loans upon the terms and conditions provided for hereunder and the obligations of the Restricted Credit Parties in respect of ISDA Contracts;

“Operative Documents” refer collectively to this Agreement, the Guarantee Agreement, the ISDA Contracts and each document, instrument or agreement entered into by or between any Restricted Credit Party, any Finance Party, the Administrative Agent or any other Person in connection with the transactions contemplated herein or therein or which is supplemental hereto or thereto, and “Operative Document” refers to any one thereof;

“Operating Rentals” means, as to any Person, for any period, the operating rental payments of such Person for the preceding four-quarter period, the whole calculated on a Consolidated Basis or Adjusted Consolidated Basis (as applicable pursuant to Section 14.2);

“Options Expenses” for any period, means all non-cash compensation charges for such period arising from any grant or issuance of stock options or other equity-based awards relating to employee benefit or other management compensation plans of the Cdn Borrower or any of its Subsidiaries, the whole calculated on a Consolidated Basis or Adjusted Consolidated Basis (as applicable pursuant to Section 14.2);

“Original Closing Date” means December 20, 2004;

Schedule B – Page 24
Amended and Restated Credit Agreement

“Original Credit Agreement” has the meaning ascribed to it in the first preamble paragraph hereof;

“Participant” has the meaning ascribed to it in subsection 22.5.5;

“PBGC” means the Pension Benefit Guaranty Corporation or any Governmental Authority succeeding to any of its functions;

“Permitted Acquisition” refers to any Acquisition by any Restricted Credit Party made in accordance with the provisions of Sections 14.6 and 15.6;

“Permitted Liens” means, with respect to any Person:

1.		any Lien created by Law that is assumed in the ordinary course of business and in order to exercise same, which has not at such date been registered in accordance with applicable Laws against such Person, which relates to obligations which are not yet due, which is not related to any loan of money or obtention of credit and which, in the aggregate, do not affect in a material way the use, the income or the benefits flowing from the property so charged in the conduct of the business of such Person; any Lien resulting from judgments or decisions which such Person has, at such date, appealed or in respect of which it has sought revision and obtained a suspension of execution pending the appeal or the revision; any Lien for taxes, assessments or governmental claims or other impositions not yet due or matured or in respect of which the validity at such date has been contested in good faith by such Person before a competent tribunal or other governmental body in accordance with the provisions of Section 13.7; or which relates to a deposit of monies or securities in the ordinary course of business with respect to any Lien referred to in this paragraph, or to secure workmen’s compensation, surety or appeal bonds or security for costs of litigation;

2.		any right of a municipality, governmental body or other public authority pursuant to any lease, license, franchise, grant or permit obtained by such Person, or any right resulting from a legislative provision, to terminate such lease, license, franchise, grant or permit, or requiring an annual or periodic payment as a condition of its extension;

3.		any Lien granted by such Person to a public body, or to a municipal or governmental authority or public utility, or which may be imposed by one or the other, when required by such body or authority with respect to the operations of such Person or in the ordinary course of its business;

4.		real rights granted in favour of municipal authorities or public utilities on immovables acquired from time to time by such Person which do not adversely affect the value or marketability of such Person ‘s immovable property in a material way;

5.		minor title defects, homologated lines, zoning and building by-laws, ordinances, regulations and other governmental restrictions on the use of property, provided that none of the foregoing adversely affect the value or marketability of such Person’s immovable property in a material way;

Schedule B – Page 25
Amended and Restated Credit Agreement

6.		Liens in favour of a seller of assets purchased after the Original Closing Date, or a lender which finances the purchase of such assets, provided that such Lien is limited to the assets purchased and that the Indebtedness secured by such Lien does not exceed 100% of the acquisition price of the assets so acquired (including Sales Taxes) and provided that the Indebtedness secured thereby does not, together with the amount of Indebtedness set out in clauses 7, 8 and 9 of this definition, exceed an amount equal to 15% of the Shareholders’ Equity of the Cdn Borrower as determined in the last quarterly or annual Financial Statements, whichever were most recently submitted;

7.		Liens on property existing immediately prior to the time of acquisition thereof and not incurred in anticipation of the financing of such acquisition, provided that the Indebtedness secured thereby does not, together with the amount of Indebtedness set out in clauses 6, 8 and 9 of this definition, exceed an amount equal to 15% of the Shareholders’ Equity of the Cdn Borrower as determined in the last quarterly or annual Financial Statements, whichever were most recently submitted;

8.		Sale and Leaseback Transactions (other than Sale and Leaseback Transactions that are otherwise accounted for as operating leases in accordance with GAAP), Capital Leases and other similar transactions, provided that the Indebtedness thereunder does not, together with the amount of Indebtedness set out in clauses 6, 7 and 9 of this definition, exceed an amount equal to 15% of the Shareholders’ Equity of the Cdn Borrower as determined in the last quarterly or annual Financial Statements, whichever were most recently submitted;

9.		Liens (i) created to secure Debt of the Restricted Credit Parties permitted hereunder, or (ii) securing up to Cdn$10,000,000 of due and unpaid obligations of the Restricted Subsidiaries (such as landlord liens and similar Liens created by Law), provided that such Debt and due and unpaid obligations do not, together with the amount of Indebtedness set out in clauses 6, 7 and 8 of this definition, exceed an amount equal to 15% of the Shareholders’ Equity of the Cdn Borrower as determined in the last quarterly or annual Financial Statements, whichever were most recently submitted; and

10.		Liens created in favour of the Administrative Agent or the Lenders pursuant to this Agreement; and

11.		to the extent such Person is a Permitted Pledgor, any Lien created in favour of holders of notes under the Note Purchase Agreement to secure NPA Indebtedness, provided that such Lien shall be limited to the Capital Stock held by such Person in any relevant Pledged Restricted Subsidiary, and provided further that such Capital Stock shall have been pledged on a pari passu basis in favour of the Finance Parties prior to or concurrently with the granting of such Lien, the whole in accordance with the provisions of Section 10.3;

“Permitted Pledgor” has the meaning ascribed to it in paragraph 10.3.1;

Schedule B – Page 26
Amended and Restated Credit Agreement

“Person” means an individual, corporation, estate, partnership, trust, joint venture, other legal entity, unincorporated association or Governmental Authority;

“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which a Restricted Credit Party or any Related Person is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA;

“Pledge” refers to any first-ranking pledge contemplated in subsection 10.3;

“Pledged Restricted Subsidiary” has the meaning ascribed to it in Section 10.3;

“Prime Rate” means, for any day, a rate per annum equal to the greater of (y) the Administrative Agent’s Prime Rate for such day; and (z) the 30 Day CDOR BA Rate in effect on such day plus 1.0%;

“Prime Rate Basis” means the calculation of interest on the Prime Rate Loans as provided in Sections 3.3 and 3.6;

“Prime Rate Loan”, with respect to any Cdn Lender, refers to the Cdn Revolving Prime Rate Loan of such Cdn Lender and, in the case of the Cdn Swingline Lender, its Cdn Swingline Prime Rate Loan, and “Prime Rate Loans” refers to all Prime Rate Loans of all Cdn Lenders;

“Pro Forma Basis” means, with respect to (i) the making or effecting of an Asset Disposition, a Permitted Acquisition where EBITDA and EBITDAR of the Target is not included in the calculation of EBITDA and EBITDAR (subject to (ii)) or the utilization of the Facilities for the financing of any Customer Contract contemplated in Section 14.7 (each of the foregoing being referred to as an “event” and collectively as the “events”), the calculation of the relevant components of the Ratios calculated on a Consolidated Basis or Adjusted Consolidated Basis (as applicable pursuant to Section 14.2), as of the end and for the four (4) fiscal quarters immediately succeeding the occurrence of such event, taken as one period and after giving pro forma effect to the occurrence of such event (and all other such events), as if such event had occurred on the first day of such four-quarter period or (ii) the making or effecting of a Permitted Acquisition where EBITDA and EBITDAR of the Target is included in the calculation of EBITDA and EBITDAR (each of the foregoing being referred to as an “acquisition event” and collectively as the “acquisition events”), the calculation of the relevant components of the Ratios calculated on a Consolidated Basis or Adjusted Consolidated Basis (as applicable pursuant to Section 14.2), as of the end and for the four (4) fiscal quarters immediately preceding the occurrence of such acquisition event, taken as one period and after giving pro forma effect to the occurrence of such acquisition event (and all other such acquisition events), as if such acquisition event had occurred on the first day of such four-quarter period;

“Proceeds of Realization” refers to any and all monies received, collected, generated or that arose from the exercise of any Rights, Remedies and/or Recourses including any monies involved in any operation of compensation or set-off;

Schedule B – Page 27
Amended and Restated Credit Agreement

“Pro Rata Basis” means, with respect to any repayment or prepayment of the outstanding Debt under the Facilities pursuant to an Asset Disposition as contemplated in Section 15.8, that such pro rata portion of such Debt under the Facilities shall be calculated by multiplying (i) the aggregate principal amount of the Senior Indebtedness to be so repaid or prepaid by (ii) a fraction, the numerator of which is the aggregate principal amount of the Debt then outstanding under the Facilities and the denominator of which is the aggregate principal amount of Senior Indebtedness then outstanding (including under the Facilities) that may receive any portion of such repayment or prepayment;

“Public Company Acquisition” has the meaning ascribed to it in Section 10.2;

“Quotation Date” means, in relation to any Selected Period, the day on which quotations would ordinarily be given by prime banks in the relevant interbank market for deposits in the currency in relation to which such rate is to be determined for delivery on the first day of that Selected Period provided that, if, for any such Selected Period, quotations would ordinarily be given on more than one date, the Quotation Date for that Selected Period shall be the last of those dates. As of the Restatement Date, the Quotation Date for a Selected Period relating to a Libor Loan (i) in Sterling, is the first day of such Selected Period, and (ii) in US Dollars or Euros, is two (2) Banking Days’ prior to the first day of such Selected Period;

“Québec Restricted Subsidiaries” refers collectively to Centre de service de paie CGI Inc. and Conseillers en gestion et informatique CGI Inc., and includes any successor to any one thereof;

“Rateable Share” means, with respect to any Lender:

1.		in connection with the fees, expenses and costs as well as the Proceeds of Realization and the Realization Costs, the credit and compensating balances and indemnities, the ratio of the Loan of such Lender to the Loans;

2.		with respect to the Cdn Revolving Facility, the ratio of the Cdn Revolving Commitment of such Lender to the Cdn Revolving Facility; and

3.		with respect to the US Revolving Facility, the ratio of the US Revolving Commitment of such Lender to the US Revolving Facility;

“Ratios” refers collectively to the financial ratios referred to in Section 14.1;

“Readjustment Charges” for any period, means all expenses and charges for such period pursuant to the Cdn Borrower’s program to strengthen its competitive position, as announced by the Cdn Borrower on March 29, 2006, including expenses and charges relating to termination benefits to employees, costs to vacate leased premises or terminate real estate leases, relocation costs for employees and equipment and training costs for new employees, the whole calculated on a Consolidated Basis or Adjusted Consolidated Basis (as applicable pursuant to Section 14.2), it being understood that such expenses and charges shall not exceed in the aggregate Cdn $92,000,000;

Schedule B – Page 28
Amended and Restated Credit Agreement

“Realization Costs” refers collectively to:

1.		all cost and expenses incident to the exercise of Rights, Remedies and/or Recourses including reasonable fees and out-of-pocket expenses of counsel, accountants and other professionals, escrow fees, recording fees, broker’s fees, any fees, costs and expenses incurred in connection with any sale or foreclosure of any property or assets, and all applicable transfer and mutation taxes that may be imposed by reason of any such sale or foreclosure and the delivery of any and all instruments in connection therewith; and

2.		any claim or debt, in principal, interest, fees and accessories which, notwithstanding the provisions of this Agreement, by Applicable Law is payable by preference over the Loans;

“Reduction Notice” means a notice, substantially in the form of the one attached hereto as Schedule “R”, issued by the relevant Borrower to the Administrative Agent in connection with any reduction of the Facilities or any one thereof;

“Refunded Swingline Loan” has the meaning ascribed to it in subsection 2.7.3;

“Registration” means any notice to or filing, publication, recording or registration with any Governmental Authority having jurisdiction with respect to any specified Person, transaction or event, or any of such Person’s Business Assets;

“Regulation U” means Regulation U of the Board of Governors of the US Federal Reserve System as from time to time in effect and any successor or other regulation or official interpretation of said Board of Governors relating to the extension of credit by banks for the purpose of purchasing or carrying margin stocks;

“Regulation X” means Regulation X of the Board of Governors of the US Federal Reserve System as from time to time in effect and any successor thereto or other regulation or official interpretation of said Board of Governors relating to the extension of credit for the purpose of purchasing or carrying margin stocks;

“Related Person” means any trade or business, whether or not incorporated, which, together with a Restricted Credit Party or any of its Subsidiaries is treated as a single employer under Section 414 of the Code;

“Relevant Margin” has the meaning ascribed to it in Schedule “C”;

“Repayment Notice” means a notice, substantially in the form of the one attached hereto as Schedule “S”, issued by the relevant Borrower to the Administrative Agent in connection with any repayment of the whole or any part of the Loans;

“Reportable Event” means a reportable event as defined in Section 4043 of ERISA and the regulations issued under such section, excluding, however, such events as to which the PBGC has by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event, provided, however, that a failure to meet the minimum

Schedule B – Page 29
Amended and Restated Credit Agreement

funding standard of Section 412 of the Code and of Section 302 of ERISA shall be a Reportable Event regardless of the issuance of any such waiver of the notice requirement in accordance with either Section 4043(a) of ERISA or Section 412(d) of the Code;

“Required Lenders” means, for any purpose, either the Majority Lenders or all of the Lenders depending on who has the authority to instruct the Administrative Agent for that purpose as provided for in this Agreement;

“Reserve Adjusted Libor” with respect to any Libor Loan for any Selected Period to be made under the US Revolving Facility, means the rate determined by the Administrative Agent (rounded upwards, if necessary, to the nearest whole multiple of ¹/₁₆ of 1%) to be the quotient of (i) Libor for such Selected Period divided by (ii) 1 minus the Reserve Requirement applicable to such Libor Loan and Selected Period;

“Reserve Requirement” for each Selected Period of each Libor Loan made available under the US Revolving Facility means the average daily maximum aggregate reserve requirements (including all basic, supplemental, marginal, emergency and other reserves) expressed as a decimal, imposed during such Selected Period under the regulations of the Board of Governors of the United States Federal Reserve System prescribed for eurocurrency funding (currently referred to as “eurocurrency liabilities” in Regulation D) on member banks of the United States Federal Reserve System. Libor Loans under the US Revolving Facility shall be deemed to constitute such “eurocurrency liabilities” and to be subject to such maximum aggregate reserve requirements without benefit of or credit for prorations, exceptions or offsets which may be available from time to time to any US Lender under Regulation D;

“Reset Date” has the meaning ascribed to it in Schedule “C”;

“Resigning Agent” has the meaning ascribed to it in subsection 20.14.1;

“Responsible Officer” means, with respect to any Restricted Credit Party, the founder and executive chairman, the founder, executive vice-chairman and secretary, the president, the chief executive officer, the chief financial officer, the senior vice-president, finance & treasury, the senior vice-president, finance and strategic investments, the vice-president treasury or a vice-president, the secretary, the corporate secretary or the assistant corporate secretary, provided that, with respect to financial matters, the Responsible Officer shall be the founder and executive chairman, the chief financial officer, the senior vice-president, finance & treasury, the senior vice-president, finance and strategic investments or the vice-president, treasury of such Person;

“Restatement Conditions Precedent” has the meaning ascribed to it in Section 11.1;

“Restatement Date” means August 10, 2007;

“Restricted Credit Parties’ Counsel” means (i) in Canada, McCarthy Tétrault LLP, (ii) in the U.S.A, Holland & Knight LLP, (iii) in each other relevant jurisdiction, such firm of solicitors of recognized local standing as the Borrowers may select and (iv) each additional or replacement firm of solicitors of recognized local standing as the Borrowers may select from time to time;

Schedule B – Page 30
Amended and Restated Credit Agreement

“Restricted Credit Parties” as at any time, refers collectively to the Borrowers and the Restricted Subsidiaries at such time and “Restricted Credit Party” refers to any one thereof;

“Restricted Group” means the Restricted Credit Parties taken as a whole;

“Restricted Subsidiaries” refers collectively to the Subsidiaries of the Cdn Borrower designated as such from time to time in accordance with the provisions of Section 10.2 or Section 10.3, as the case may be. As of the Restatement Date, the Restricted Subsidiaries are those set forth as such in Schedule “F”;

“Revenues of the Cdn Borrower” means, on a Consolidated Basis, for any relevant Test Period, the reported revenues of the Cdn Borrower;

“Revolving Commitment”, with respect to any Lender, refers collectively to the Cdn Revolving Commitment and US Revolving Commitment of such Lender;

“Revolving Facilities” refers collectively to the Cdn Revolving Facility and the US Revolving Facility and “Revolving Facility” refers to any one thereof;

“Revolving Loan”, with respect to any Lender, refers collectively to the Cdn Revolving Loan and the US Revolving Loan of such Lender;

“Revolving Period” means the period commencing on the Original Closing Date and terminating on the earlier of:

1.		the fifth (5^th) anniversary of the Restatement Date, subject to any extension of such date in accordance with the provisions of Section 2.16;

2.		the date that the Facilities are terminated and cancelled in their entirety under the provisions of Section 17.1; and

3.		the effective date of any other cancellation of the Facilities in their entirety;

“Rights, Remedies and/or Recourses” with respect to any Person, refers to any personal action, provisional measure, any other real or personal right, any other remedy, whether or not hypothecary, or whether same is exercised under the terms of any security or any other recourse whatsoever and including:

1.		the right to accelerate any Indebtedness owed to such Person or to demand payment of any Indebtedness payable on demand or to demand payment under any guarantee;

2.		the right to institute or prosecute any litigation;

3.		the right, whether legal or conventional, to effect compensation or set-off;

4.		the right to initiate or prosecute insolvency proceedings or enforcement proceedings; and

5.		the exercise of the rights or a creditor under any insolvency proceeding;

Schedule B – Page 31
Amended and Restated Credit Agreement

“S&P” means Standard and Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc., and includes any successor thereof;

“Sale and Leaseback Transaction”, with respect to any Person, means any transaction or series of transactions whereby such Person sells, transfers or otherwise disposes of any of its properties and assets to another Person and within one (1) year of such sale, transfer or other disposition such Person leases or rents, as lessee, the same property under a lease, the term of which (including the initial term and any period for which the lease may be renewed or extended) exceeds three (3) years;

“Sales Taxes” means sales, transfer, turnover or value added taxes of any nature or kind, including Canadian goods and services taxes and federal, state and provincial sales and exercise taxes;

“Securitization Program” means a transaction or series of transactions providing for the sale, securitization or other asset-backed financing of accounts receivable of any of the Restricted Credit Parties;

“Selected Amount” means, with respect to each Lender:

1.		in connection with BAs, the aggregate face amount of BAs of such Lender having the same Issuance Date and Selected Maturity Date and outstanding or requested to be outstanding under the Cdn Revolving Facility;

2.		in connection with Libor Loans, such portion of the aggregate principal amount of the Libor Loan of such Lender outstanding or requested to be outstanding under a Revolving Facility for a Selected Period;

3.		in connection with LCs, the Rateable Share of such Lender of the maximum liability of the LC Issuing Lenders under each LC outstanding or requested to be outstanding;

“Selected Maturity Date” means, with respect to BAs, Libor Loans and LC Liabilities, the maturity date selected by the relevant Borrower under any Draw Request or Conversion Request, as the case may be;

“Selected Period” means, with respect to any Selected Amount, the period commencing as of and from the Borrowing Date applicable to such Selected Amount up to and including the day preceding the Selected Maturity Date applicable to such Selected Amount;

“Senior Indebtedness” is the collective reference to, as at any time, (i) the principal amount of the Debt then outstanding under the Note Purchase Agreement, (ii) the principal amount of Debt then outstanding under the Facilities, and (iii) any other permitted unsubordinated Debt of any Restricted Credit Party;

“Shareholders’ Equity of the Cdn Borrower” means, at any time, the amount of the shareholders’ equity of the Cdn Borrower, calculated on a Consolidated Basis (save and except for the purposes of determining Net Worth hereunder at any time where pursuant to Section 14.2

Schedule B – Page 32
Amended and Restated Credit Agreement

such Net Worth shall be calculated on an Adjusted Consolidated Basis, in which case such shareholders’ equity shall be so calculated on an Adjusted Consolidated Basis);

“Solvent” means, when used with respect to a Person, that (a) the fair saleable value of the assets of such Person is in excess of the total amount of the present value of its liabilities (including for purposes of this definition all liabilities (including loss reserves as determined by such Person), whether or not reflected on a balance sheet prepared in accordance with GAAP and whether direct or indirect, fixed or contingent, secured or unsecured, disputed or undisputed), (b) such Person is able to pay its debts or obligations in the ordinary course as they mature and (c) such Person does not have unreasonably small capital to carry out its business as conducted and as proposed to be conducted. “Solvency” shall have a correlative meaning;

“Stamping Fee” refers to the fee payable pursuant to the provisions of Section 4.4;

“Stand-By Fees” refers collectively to the fees payable pursuant to the provisions of Section 8.1;

“Stated Amount” means, on any date and with respect to any LC, the total amount then available to be drawn under such LC;

“Sterling” or “£” each means Pounds Sterling which is the lawful currency of the United Kingdom;

“Subsidiary” of any Person means (i) any Person which is Controlled, directly or indirectly by such first Person or (ii) any Person a majority of whose voting Capital Stock, on a fully diluted basis, is owned directly or indirectly, beneficially or otherwise, by such first Person or (iii) a trust whose beneficiary is such first Person or a Subsidiary of such first Person. A Person shall be deemed to be a wholly-owned Subsidiary of another Person if (i) all the outstanding voting and participating Capital Stock of such first Person is owned by such other Person or if (ii) all the beneficiaries of a trust are Subsidiaries of such first Person. A Person shall be deemed to be a Subsidiary of another Person if it is a Subsidiary of a Person that is that other’s Subsidiary;

“Substitute Basis” means the substitute basis for the BA Liabilities or the Libor Loans referred to in subsection 19.2.2;

“Swingline Facilities” refers collectively to the Cdn Swingline Facility and the US Swingline Facility and “Swingline Facility” refers to any one thereof;

“Swingline Lenders” refers collectively to the Cdn Swingline Lender and the US Swingline Lender, and “Swingline Lender” refers, with respect to the Cdn Swingline Facility, to the Cdn Swingline Lender and, with respect to the US Swingline Facility, to the US Swingline Lender;

“Swingline Loan” means, as the context may require, the Cdn Swingline Loan or the US Swingline Loan;

Schedule B – Page 33
Amended and Restated Credit Agreement

“Synthetic Lease” means any synthetic lease or similar off-balance sheet financing product where such transaction is considered borrowed money for tax purposes but is classified as an operating lease in accordance with GAAP;

“Tangible Net Assets of the Cdn Borrower” means, on any day, on a Consolidated Basis (without duplication), the assets of the Cdn Borrower minus the aggregate amount appearing on the consolidated balance sheet of the Cdn Borrower in respect of goodwill, deferred costs, intellectual property, loans to shareholders, future income taxes, and other similar intangible assets as determined by the Majority Lenders, acting reasonably, after consultation with the Cdn Borrower (and for greater certainty, Contract Costs, work in progress and prepaid expenses shall be considered as tangible assets), and minus any increase in the value of assets caused by any re-evaluation of same, determined in accordance with GAAP;

“Tangible Net Assets of the Restricted Group” means, on any day, on a combined basis (without duplication), the assets of the Restricted Group minus the aggregate amount appearing on the consolidated balance sheet of the Restricted Group in respect of goodwill, deferred costs, intellectual property, loans to shareholders, future income taxes, and other similar intangible assets as determined by the Majority Lenders, acting reasonably, after consultation with the Cdn Borrower (and for greater certainty, Contract Costs, work in progress and prepaid expenses shall be considered as tangible assets), and minus any increase in the value of assets caused by any re-evaluation of same, and otherwise determined in accordance with GAAP;

“Target” has the meaning ascribed to it in subsection 14.6.2;

“Taxed Party” has the meaning ascribed to it in Section 18.1;

“Taxes” means all taxes of any kind or nature whatsoever including federal large corporation taxes, provincial capital taxes, realty taxes (including utility charges which are collectible like realty taxes), business taxes, property transfer taxes, Income Taxes, Sales Taxes, levies, stamp taxes, royalties, duties, and all fees, deductions, compulsory loans and withholdings imposed, levied, collected, withheld or assessed as of the Original Closing Date or at any time in the future, by any Governmental Authority having power to tax, together with penalties, fines, additions to tax and interest thereon, and “Tax” shall have a correlative meaning;

“Test Period” shall mean, for any determination under Section 14.2, the four (4) consecutive fiscal quarters of the Cdn Borrower then last ended;

“Total Accounts Receivable of the Cdn Borrower” means, on any day, on a Consolidated Basis (without duplication), the accounts receivable of the Cdn Borrower plus the amount of any then existing Securitization Program, the whole as determined in accordance with GAAP;

“Type” means, with respect to any Advance, its nature as a Prime Rate Loan, US Base Rate Loan, US Prime Rate Loan, Libor Loan or an issue of BAs or LCs;

“Unrestricted Subsidiaries”, as at any time, refers collectively to the Subsidiaries of the Cdn Borrower that, at such time, have not been designated as Restricted Subsidiaries in accordance with the provisions of Section 10.2 or Section 10.3, as the case may be;

Schedule B – Page 34
Amended and Restated Credit Agreement

“US Base Rate” means, for any day, a rate per annum equal to the greater of (y) the Administrative Agent’s US Base Rate for such day; and (z) the Federal Funds Effective Rate on such day plus 0.50%;

“US Base Rate Basis” means the calculation of interest on the US Base Rate Loans as provided in Sections 3.4 and 3.6;

“US Base Rate Loan”, with respect to any Cdn Lender, refers to the Cdn Revolving US Base Rate Loan of such Cdn Lender and, in the case of the Cdn Swingline Lender, its Cdn Swingline US Base Rate Loan, and “US Base Rate Loans” refers to all US Base Rate Loans of all Cdn Lenders;

“US Borrower” refers to CGI Technologies and Solutions Inc., a corporation incorporated under the Laws of the State of Delaware, and includes any successor thereto;

“US Dollars” or “US$” means the lawful currency of the United States of America;

“US LC Issuing Lender” is the collective reference to National Bank of Canada, New York Branch, in its capacity as issuer of LCs (other than any Existing LC) under the US Revolving Facility and Bank of America, N.A. as issuer of the Existing LC issued by it, and includes, in each case, any successor to each one thereof in such capacity and any other US Lender which the US Borrower shall have designated as a US LC Issuing Lender by notice to the Administrative Agent;

“US LC Issuing Office” means the office of the US LC Issuing Lender located in the continental United States of America as the US LC Issuing Lender may specify from time to time;

“US Lender” as at any time, refers to any Lender that, at such time, has a US Revolving Commitment;

“US Prime Rate” means, for any day, a rate per annum equal to the greater of (i) the Administrative Agent’s US Prime Rate for such day; and (ii) the Federal Funds Effective Rate on such day plus 0.50%;

“US Prime Rate Basis” means the calculation of interest on the US Prime Rate as provided in Sections 3.5 and 3.6;

“US Prime Rate Loan” with respect to any US Lender, refers to the US Revolving US Prime Rate Loan of such US Lender and, in the case of the US Swingline Lender, its US Swingline Loan, and “US Prime Rate Loans” refers collectively to the US Prime Rate Loans of all US Lenders;

“US Restricted Subsidiary” means, for the purposes of Section 2.14, any Authorized Restricted Subsidiary which is organized under the Laws of the U.S.A. or any state thereof, and “US Restricted Subsidiaries” means any two or more of them;

Schedule B – Page 35
Amended and Restated Credit Agreement

“US Revolving Commitment” means, with respect to any US Lender, as at any time, the aggregate amount which such US Lender has agreed to make available to the US Borrower pursuant to subsection 2.1.2, as such amount may have been modified since the Original Closing Date pursuant to the provisions of this Agreement, and includes, with respect to the US Swingline Lender, the US Swingline Commitment Amount;

“US Revolving Facility” as at any time, refers collectively to the aggregate of the US Revolving Commitments of the US Lenders at such time;

“US Revolving LC Liability”, with respect to any US Lender, means, as at any time, the Rateable Share of such US Lender (pertaining to the US Revolving Facility) in the Stated Amount of the LCs issued under the US Revolving Facility and still outstanding after deducting therefrom any amount held under Section 9.5 in connection with such LCs;

“US Revolving Libor Loan”, with respect to any US Lender, means, as at any time, that portion of the US Revolving Loan of such US Lender with respect to which the US Borrower has elected to pay interest on a Libor Basis, and “US Revolving Libor Loans” means the aggregate of all US Revolving Libor Loans of all US Lenders;

“US Revolving Loan”, with respect to any US Lender, means, as at any time, the aggregate of the principal amount of Advances of such US Lender then outstanding under the US Revolving Facility, including the US Revolving LC Liability of such US Lender, and “US Revolving Loans” means the aggregate of all US Revolving Loans of all US Lenders;

“US Revolving US Prime Rate Loan”, with respect to any US Lender, means, as at any time, that portion of the US Revolving Loan of such Lender with respect to which the US Borrower has elected or, under the terms of this Agreement, is required to pay interest on a US Prime Rate Basis and “US Revolving US Prime Rate Loans” means the aggregate of all US Revolving US Prime Rate Loans of all US Lenders;

“US Swingline Commitment Amount” means, on any date, Cdn$8,000,000, as such amount may be modified from time to time pursuant to the provisions of this Agreement;

“US Swingline Facility” means the swingline facility which the US Swingline Lender has agreed to make available to the US Borrower pursuant to subsection 2.2.2;

“US Swingline Lender” means National Bank of Canada, New York Branch, and includes any successor thereof in such capacity;

“US Swingline Loan” means, as at any time, the aggregate of the principal amount of Advances of the US Swingline Lender then outstanding under the US Swingline Facility;

“Voting Capital Stock” means Capital Stock of a Person which carries voting rights or the right to Control such Person generally, provided that Capital Stock which carries the right to vote or Control conditionally upon the happening of an event shall not be considered Voting Capital Stock until the occurrence of such event and then only during the continuance of such event;

Schedule B – Page 36
Amended and Restated Credit Agreement

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

Schedule C – Page 1
Amended and Restated Credit Agreement

SCHEDULE “C”

DEFINITION OF RELEVANT MARGIN AND STAND-BY FEE


	The Relevant Margin shall be, with respect to
							Section 3.5
	Sections 3.3			Section 3.4			(US Prime Rate			Section 5.3			Section 4.4			Section 6.3			The Stand-By Fee
Where R is	(Prime Rate Loans)			(US Base Rate Loans)			Loans)			(Libor Loans)			(Stamping Fee)			(LC Fee)			shall be
R < 1.00		0.00	%		0.00	%		0.00	%		0.625	%		0.625	%		0.625	%		0.10	%
1.00 £ R < 1.50		0.00	%		0.00	%		0.00	%		0.70	%		0.70	%		0.70	%		0.125	%
1.50 £ R < 2.25		0.00	%		0.00	%		0.00	%		0.90	%		0.90	%		0.90	%		0.18	%
2.25 £ R < 3.00		0.10	%		0.10	%		0.10	%		1.10	%		1.10	%		1.10	%		0.25	%
R ³ 3.00		0.35	%		0.35	%		0.35	%		1.35	%		1.35	%		1.35	%		0.35	%

Where “R” means the Leverage Ratio.

For the purposes of the calculations required to be made under this Schedule, the Leverage Ratio shall be determined quarterly, on the day (the “Reset Date”) which is three (3) Business Days after the Administrative Agent receives the Compliance Certificate contemplated in Section 14.3 or 14.4, as the case may be, with respect to the fiscal quarter or fiscal year, as the case may be, most recently ended. The first Reset Date following the Restatement Date shall occur on the day which is three (3) Business Days after the Administrative Agent receives the Compliance Certificate for the fiscal quarter ending on September 30, 2007. From and including the Restatement Date up to but excluding such first Reset Date, the Relevant Margin and the Stand-By Fee shall be determined on the basis of the Compliance Certificate referred to in subsection 11.1.11.

Any adjustment to the Relevant Margin and the Stand-By Fee shall only take place on a Reset Date.

If the Cdn Borrower fails to submit to the Administrative Agent the Compliance Certificate referred to in Sections 14.3 and 14.4 by the time required under such Sections, then the Relevant Margin and the Stand-By Fee shall be, throughout the period from the date upon which the Cdn Borrower is required to submit such Compliance Certificate until the date which is three (3) Business Days following the date on which the Administrative Agent receives such Compliance Certificate, the corresponding percentage rate indicated on the last line of the matrix set forth above.

Schedule D — Page 1
Amended and Restated Credit Agreement

SCHEDULE “D”

GUARANTEE AND SUBORDINATION AGREEMENT

among

THE SEVERAL GUARANTORS NAMED HEREIN
as joint and several Guarantors

- and -

NATIONAL BANK OF CANADA
as Administrative Agent

and

CGI GROUP INC.
as Cdn Borrower and Guarantor

and

CGI-AMS INC.
as US Borrower and Guarantor

Dated as of December 20, 2004

Schedule D — Page 2
Amended and Restated Credit Agreement


ARTICLE 1 INTERPRETATION			6

1.1 Definitions			6
1.2 Preamble			6
1.3 General Interpretation			6
1.4 Division into Articles			6
1.5 Governing Law			6
1.6 Waiver of Jury Trial			6
1.7 Submission to Jurisdiction			6
1.8 Process Agent			7

ARTICLE 2 GUARANTEE			7

2.1 Object of Guarantee			7
2.2 Consideration			7
2.3 Nature of the Guarantors’ Obligations			7
2.4 Manner of Payment			8
2.5 Statement of Account			8
2.6 No Reduction in Payment or Performance			8
2.7 Imputation of moneys received in reduction of Guaranteed Obligations			8
2.8 Irregularity in borrowings of no effect on obligations of the Guarantors			9
2.9 No Release of the Guarantors			9
2.10 Certain Waivers			10
2.11 No Release in Event of Bankruptcy			10
2.12 Additional Security			11
2.13 Continuing Liability of Guarantors			11
2.14 Rights of Subrogation, etc.			11
2.15 Continuance of Guarantee			11
2.16 Reasonableness of Waivers, Renunciations, Declarations and Authorizations			12
2.17 Authority to Modify Guaranteed Obligations			12

ARTICLE 3 SUBORDINATION AND POSTPONEMENT			12

3.1 Subordination and Postponement of Indebtedness			12

Schedule D — Page 3
Amended and Restated Credit Agreement


3.2 Exception as to Postponement Only			13
3.3 Subordination and Postponement of Liens			13
3.4 Exercise of Rights Either Under the Subordinated Indebtedness or the Subordinated Liens			13
3.5 Discharge of Subordinated Liens			14
3.6 Proceeds of Sale, etc.			14
3.7 Prior Payment of Guaranteed Party’s Indebtedness in Bankruptcy, etc.			14
3.8 Payments Held in Deposit			15
3.9 Scope of Subordination and Postponement			15
3.10 Further Acts			15

ARTICLE 4 CONTRIBUTION OF GUARANTORS			15

4.1 Indemnity and Subrogation			15
4.2 Contribution and Subrogation			15
4.3 Subordination			16

ARTICLE 5 ACCESSIONS			16

5.1 Additional Guarantors			16
5.2 Effective Date			16

ARTICLE 6 TAXES AND OTHER CHARGES			17

6.1 Payments without Deductions			17
6.2 Payments of Additional Amounts			17
6.3 Increase in Interest Rates			18
6.4 Remittances by Taxed Party			18
6.5 Survival of Agreements			19

ARTICLE 7 JUDGMENT CURRENCY			19

7.1 Conversion Rules			19
7.2 Currency Indemnity			19

ARTICLE 8 SPECIAL PROVISIONS WITH RESPECT TO THE GUARANTEED PARTIES			20

8.1 Intervention of any Lender into this Agreement			20
8.2 Benefit of this Agreement for future Guaranteed Parties			20

ARTICLE 9 GENERAL PROVISIONS			20

Schedule D — Page 4
Amended and Restated Credit Agreement


9.1 Notices			20
9.2 Amendments and Waivers			21
9.3 Assignments by Lenders			21
9.4 Compensation and Set-Off			21
9.5 No Duty to Disclose			22
9.6 Limitation on Interest			22
9.7 Counterparts			23
9.8 Severability			23
9.9 Entire Agreement			23
9.10 Assignments by the Guarantors			23
9.11 Expenses			23
9.12 Acknowledgment			23

ARTICLE 10 FORMAL DATE			23

10.1 Formal Date			23

ARTICLE 11 LANGUAGE			24

11.1 English Language			24
11.2 Langue Anglaise			24

Schedule D — Page 5
Amended and Restated Credit Agreement

GUARANTEE AND SUBORDINATION AGREEMENT entered into at Montréal, Province of Québec, dated as of December 20, 2004.


AMONG:		THE SEVERAL GUARANTORS SET FORTH IN SCHEDULE “A” HERETO, as joint and several Guarantors;

AND:		NATIONAL BANK OF CANADA, as Administrative Agent

AND:		CGI GROUP INC., as Cdn Borrower and Guarantor;

AND:		CGI-AMS INC., as US Borrower and Guarantor;

WHEREAS the Borrowers and the Guarantors are all part of a common business enterprise;

WHEREAS a credit agreement dated as of December 20, 2004 has been entered into among CGI Group Inc. and CGI AMS Inc., as Borrowers (such and other capitalized terms having the meanings assigned thereto in Section 1.1), the several lenders set forth in Schedule “A” thereto from time to time, as Lenders, National Bank of Canada, as Administrative Agent, National Bank Financial Inc., J.P. Morgan Securities Inc. and Caisse centrale Desjardins, as Lead Arrangers, National Bank Financial Inc. and J.P. Morgan Securities Inc., as Joint Book Runners, JPMorgan Chase Bank, N.A. and Caisse centrale Desjardins, as Syndication Agents, and The Toronto-Dominion Bank, Bank of America, N.A. and KeyBank National Association, as Documentation Agents (which agreement, as the same may be amended, supplemented, restated, replaced or otherwise modified from time to time is hereinafter referred to as the “Credit Agreement”);

WHEREAS the Credit Agreement requires that the Guaranteed Obligations be guaranteed by the Guarantors pursuant to this Agreement;

WHEREAS the Finance Parties have required that, as a guarantee for the reimbursement of all amounts owing with respect to the Guaranteed Obligations and compliance by the Guarantors with the terms and conditions set forth in the other Operative Documents, each of the Guarantors enter into this Agreement;

WHEREAS the Facilities are being made available to the Borrowers in reliance upon the covenants and guarantees of the Guarantors set forth herein;

NOW, THEREFORE, in consideration of the Lenders having entered into the Credit Agreement with the Borrowers and having agreed, subject to the terms and conditions therein provided, to make the Facilities available to the Borrowers, and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto have agreed as follows:

Schedule D — Page 6
Amended and Restated Credit Agreement

ARTICLE 1

INTERPRETATION

1.1		Definitions. The capitalized words and expressions, wherever used in this Agreement, in its Schedules or in any deed or agreement supplemental or ancillary hereto, unless otherwise defined in Schedule “B” hereof or unless there be something in the subject or the context inconsistent therewith, shall have the meanings ascribed thereto from time to time in the Credit Agreement. Following cancellation in full of the Facilities and the final and indefeasible payment of the Obligations, the capitalized words and expressions used herein, unless otherwise defined herein or unless there be something in the subject or the context inconsistent therewith, shall continue to have the same meaning as that ascribed to them in the Credit Agreement as if the Facilities had not been cancelled in full and the final and indefeasible payment of the Obligations had not been made.

1.2		Preamble. The preamble of this Agreement shall form an integral part hereof, as if at length recited herein.

1.3		General Interpretation. Unless there be something in the subject or the context inconsistent therewith, words importing the singular only shall include the plural and vice versa, and words importing the masculine gender shall include the feminine gender, and vice versa, and all references to dollars shall mean Canadian Dollars.

1.4		Division into Articles. The division of this Agreement into Articles, Sections, subsections, paragraphs and subparagraphs and the insertion of titles are for convenience of reference only and do not affect the meaning or the interpretation of the present Agreement.

1.5		Governing Law. This Agreement and the interpretation and enforcement thereof shall be governed by and in accordance with the Laws of the Province of Québec and the federal Laws of Canada applicable therein.

1.6		Waiver of Jury Trial. Each party hereto hereby waives any right it may have to a trial by jury of any dispute arising under or relating to this Agreement and agrees that any such dispute shall be tried before a judge sitting without a jury.

1.7		Submission to Jurisdiction. Each of the parties hereto irrevocably submits to the non-exclusive jurisdiction of the Courts of the Province of Québec sitting in the judicial district of Montréal with respect to any matter arising hereunder or in relation herewith. The parties hereto irrevocably waive any objections on the ground of venue or forum non conveniens or any similar grounds. The parties hereto irrevocably consent to service of process by mail or in any other manner permitted by relevant Law.

Schedule D — Page 7
Amended and Restated Credit Agreement

1.8

Process Agent. The Guarantors shall at all times maintain an agent for service of process in the Province of Québec. Such agent shall be:


Address:		CGI Group Inc. 1130 Sherbrooke Street West 5^th Floor Montréal, Québec H3A 2N8
To the attention of:		Executive Vice-President, Chief Financial Officer and Treasurer
Telecopier:		(514) 841-3205

(or such other address in the Province of Québec as the Guarantors may notify to the Administrative Agent) and the Guarantors may at any time appoint an alternate acceptable to the Administrative Agent provided, however, that the Guarantors notify the Administrative Agent in writing of the address of such agent upon each substitution, and any writ, judgment or other notice of legal process shall be sufficiently served on the Guarantors and each one thereof if delivered to such agent at its address for the time being. If for any reason, such agent no longer serves as agent of the Guarantors to receive service of process, the Guarantors shall promptly appoint another agent and advise the Administrative Agent thereof.

ARTICLE 2

GUARANTEE

2.1		Object of Guarantee. The Guarantors, solidarily and jointly and severally, hereby irrevocably, absolutely and unconditionally guarantee to the Guaranteed Parties, the due and punctual payment, observance and performance of all of the Guaranteed Obligations when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with their respective terms, and the Guarantors expressly agree so to pay, observe or perform the same when so due or deemed to be due, upon demand therefor by the Administrative Agent.

2.2		Consideration. Each of the Guarantors acknowledges that it has made this Guarantee to induce the Guaranteed Parties to make the Loans available to the Borrowers and to induce the Guaranteed Parties to enter into the ISDA Contracts and that the Guaranteed Parties are making the Loans and other financial accommodations available to the Borrowers and are entering into the ISDA Contracts in reliance upon this Guarantee and would not make available to the Borrowers or enter into same without the appropriate execution and delivery of this Guarantee. Each of the Guarantors represents and warrants that this Guarantee may reasonably be expected to benefit it directly or indirectly.

2.3		Nature of the Guarantors’ Obligations. The Guarantors’ obligations hereunder are solidary, joint and several, absolute and unconditional, present and continuing, unlimited, general and irrevocable and constitute a guarantee of payment and performance and not merely a guarantee of collection. The obligations of the Guarantors hereunder are

Schedule D — Page 8
Amended and Restated Credit Agreement

		independent of the Guaranteed Obligations, and a separate action may be brought or prosecuted against all or any one of the Guarantors to enforce this Guarantee.

2.4		Manner of Payment. Upon receipt of a written demand from the Administrative Agent, the Guarantors shall make payment forthwith of the amount claimed at the Canadian Account Branch (in the case of Guaranteed Obligations relating to the Cdn Revolving Facility) and at the American Account Branch (in the case of Guaranteed Obligations relating to the US Revolving Facility) in the same currency as that in which the relevant Guaranteed Obligations are then outstanding, in funds immediately available to the Administrative Agent. Subject to the following sentence, any amount payable by any Guarantor under this Guarantee which is not paid forthwith upon demand therefor will bear interest from the date of such demand until paid in full at the rate or rates applicable to the corresponding Guaranteed Obligation under the applicable Operative Document. The intention of the parties is that no more interest will accrue or be demanded from any Guarantor than is owing by any Borrower or any other Guarantor as part of the Guaranteed Obligations. All payments hereunder shall be made at the Canadian Account Branch or the American Account Branch, as the case may be, no later than 3:00 p.m., Montréal time, on the Business Day following the day on which a demand is made hereunder.

2.5		Statement of Account. Any statement of account prepared by the Administrative Agent (as regards the Guaranteed Obligations) shall constitute prima facie evidence of the amount which, as of the date of the statement so prepared, is due by the Borrower or the other Guarantors, as the case may be, to the Guaranteed Parties under the Guaranteed Obligations and each of the Guarantors hereby acknowledges and agrees that, absent manifest error, it shall be bound by each such statement. The Administrative Agent agrees to provide the Guarantors with computations and calculations used by such Person to prepare each such statement of account promptly following a request therefor.

2.6		No Reduction in Payment or Performance. All payments due to the Guaranteed Parties hereunder and all of the other terms, conditions, covenants and agreements to be observed or performed by the Guarantors hereunder, whether in respect of the Guaranteed Obligations or otherwise, shall be made, observed or performed by the Guarantors without any reduction whatsoever, including, without limitation, any reduction resulting from any defence, right of action, right of set-off or compensation, right of recoupment or counterclaim of any nature whatsoever that the Borrowers or the other Guarantors, as the case may be, may have or have had at any time against the Administrative Agent, a Guaranteed Party or any other Person whether with respect to this Agreement, the Credit Agreement, the other Operative Documents or otherwise other than the prior payment in accordance with the terms of the Operative Documents, of the Guaranteed Obligations (or any portion thereof).

2.7		Imputation of moneys received in reduction of Guaranteed Obligations. Notwithstanding every legal rule concerning the imputation of payments, all sums of money received from any Guarantor pursuant to the provisions of this Article 2, shall be applied in reduction of the Guaranteed Obligations as provided in the Operative

Schedule D — Page 9
Amended and Restated Credit Agreement

		Documents. No Guarantor shall be subrogated to the rights of the Guaranteed Parties as long as they have not received the full, final and definitive amount of their claim against the Borrowers and the other Guarantors, as the case may be, with respect to all of the Obligations.

2.8		Irregularity in borrowings of no effect on obligations of the Guarantors. All sums of money, advances, renewals, commitments and undertakings related to the Guaranteed Obligations borrowed or effectively obtained from the Guaranteed Parties by any Borrower or Guarantor pursuant to the Credit Agreement, the ISDA Contracts or otherwise, shall be considered as being part of the Guaranteed Obligations, notwithstanding any irregularity, defect or flaw in the borrowing or obtaining of such sums of money, advances, renewals, commitments and undertakings, whether or not the Administrative Agent, the Guaranteed Parties, or any one thereof, was aware of the same, it being expressly understood that any sum which cannot be recovered from the Guarantors as guarantors hereunder for reasons of voidness of the principal obligation, may be recovered from the Guarantors and any one thereof as sole or principal debtor and shall be payable to the Administrative Agent, for the benefit of the Guaranteed Parties upon demand therefor by the Administrative Agent.

2.9		No Release of the Guarantors. Save and except for, and only upon the cancellation in full of the Facilities and the receipt by the Guaranteed Parties of the full, final and definitive amount of their claim against the Borrowers, with respect to the Obligations, the obligations of the Guarantors hereunder shall not be reduced, limited or terminated, nor shall the Guarantors be discharged from any obligation hereunder, for any reason whatsoever including, but not limited to (and whether or not the same shall have occurred or failed to occur once or more than once and, in the case of extensions of time for payment, observance or performance of obligations, whether such extensions or any of them are for periods longer than the respective periods then specified therefor and whether or not the Guarantors or any one thereof shall have received notice thereof or assented thereto):

	2.9.1		any extension of the time for payment, observance or performance, or any other amendment or modification of any of the terms and conditions of the Guaranteed Obligations or the Operative Documents;

	2.9.2		any composition or settlement (whether by way of release, acceptance of a plan of reorganization or otherwise) of the Guaranteed Obligations;

	2.9.3		any failure to exercise, delay in the exercise of, exercise or waiver of, or forbearance or other indulgence with respect to any Rights, Remedies and/or Recourses available to the Guaranteed Parties, including but not limited to:

	2.9.3.1		any exercise of or failure to exercise any right of set-off, compensation, recoupment or counterclaim;

	2.9.3.2		any election of Rights, Remedies and/or Recourses effected by the Guaranteed Parties;

Schedule D — Page 10
Amended and Restated Credit Agreement

	2.9.3.3		any subordination by operation of Law, whether present or future, of any or all of the Guaranteed Obligations; and

	2.9.3.4		any other act or failure to act which varies the risks of the Guarantors hereunder or, but for the provisions hereof, under the terms of any Law, would operate to reduce, limit or terminate the obligations of the Guarantors from any obligation hereunder.

2.10

Certain Waivers. Each of the Guarantors hereby waives:

	2.10.1		any requirement, and any right to require, that any power be exercised or any action be taken against any Borrower, any other Guarantor or any collateral for any of the Guaranteed Obligations;

	2.10.2		any and all defences to and set-offs, counterclaims and claims of recoupment against any and all of the Guaranteed Obligations that may at any time be available to the Borrowers or any other Guarantor;

	2.10.3		notice of acceptance of the incurrence or renewal of any Guaranteed Obligations;

	2.10.4		all notices which may be required by Law to preserve any rights against such Guarantor hereunder including, but not limited to, any notice of default, demand, dishonour, presentment and protest;

	2.10.5		any defence based upon, arising out of or in any way related to:

	2.10.5.1		any claim that any election of remedies by the Guaranteed Parties impaired, reduced, released or extinguished any rights that such Guarantor might otherwise have had against any Borrower, or any other Guarantor; and

	2.10.5.2		any claim that the Guaranteed Obligations should be strictly construed against the Guaranteed Parties; and

2.10.6

any and all other defences related to the Guaranteed Obligations save and except, and only upon the cancellation in full of the Facilities, that the Guaranteed Parties have received the full, final and definitive amount of their claim against the Borrowers and the other Guarantors with respect to the Guaranteed Obligations.

2.11

No Release in Event of Bankruptcy. No settlement or discharge of the Guaranteed Obligations shall be effective if any payment by any of the Guarantors in respect thereof is avoided or reduced by virtue of any provision or enactment relating to bankruptcy, insolvency, liquidation or similar laws of general application from time to time, and if such payment is so avoided or reduced, the Guaranteed Parties shall be entitled to recover the amount of such payment as if such settlement or discharge had not occurred.

Schedule D — Page 11
Amended and Restated Credit Agreement

2.12		Additional Security. This Guarantee shall be in addition to and without prejudice to any other security by whomsoever given, held at any time by the Administrative Agent, the Guaranteed Parties or any one thereof. None of the Guaranteed Parties or the Administrative Agent shall be under any obligation to marshal any such security or any of the funds or assets the Administrative Agent or the Guaranteed Parties or any one thereof may be entitled to receive or have a claim upon.

2.13		Continuing Liability of Guarantors. The Guaranteed Obligations shall be deemed not to have been paid, observed or performed, and the liability of each of the Guarantors hereunder in respect thereof shall continue and not be discharged, to the extent that any payment, observance or performance thereof by any Borrower or any other Guarantor, or out of the proceeds of any collateral (collectively referred to herein as the “Disgorged Amount”), is recovered from or reimbursed by or for the account of the Guaranteed Parties for any reason, including, but not limited to, a preference or fraudulent transfer or by virtue of any subordination (whether present or future or contractual or otherwise) of the Guaranteed Obligations, whether such recovery or payment over is effected by any judgment, decree or order of any court or Governmental Authority, by any plan of reorganization or by settlement or compromise by the Guaranteed Parties (whether or not consented to by any Borrower or any Guarantor) of any claim for any such recovery or payment over. Each of the Guarantors hereby expressly waives the benefit of any applicable Law of limitations and agrees that it shall be liable hereunder whenever such a recovery or payment ever occurs.

2.14		Rights of Subrogation, etc. None of the Guarantors will enforce any right that it may at any time have against any Borrower or any other Guarantor or any collateral for any of the Guaranteed Obligations, including, but not limited to, rights of subrogation, exoneration, reimbursement and contribution and whether arising by operation of Law or otherwise, until all of the Guaranteed Obligations have been paid, observed and performed in full, except that this Section 2.14 shall not apply to routine acts, such as the giving of notices and the filing of continuation statements, necessary to preserve any such rights. Notwithstanding the fact that at such time any of the Guarantors may be subrogated to all or any part of the Guaranteed Obligations or have existing rights of exoneration, reimbursement, contribution or similar rights, the Guaranteed Parties and the Administrative Agent may from time to time take or refrain from taking any and all of the actions referred to in Section 2.9 and such Guarantor hereby releases the Guaranteed Parties and the Administrative Agent from any and all claims arising therefrom, connected therewith or in any way related thereto.

2.15		Continuance of Guarantee. Subject to Section 2.13, this Guarantee shall continue in full force and effect until the payment, observance and performance in full of the Guaranteed Obligations and the cancellation in full of the Facilities, provided however that where at any time the Guaranteed Parties, the Administrative Agent or any one thereof is required to pay over any Disgorged Amount, the Guaranteed Parties, the Administrative Agent or any one thereof shall be permitted to make a claim therefor under the provisions of Section 2.13.

Schedule D — Page 12
Amended and Restated Credit Agreement

2.16		Reasonableness of Waivers, Renunciations, Declarations and Authorizations. Each of the Guarantors warrants and agrees with the Guaranteed Parties (herein acting and represented by the Administrative Agent) that each of the waivers, renunciations, declarations and authorizations set forth in this Guarantee is made with full knowledge of its significance and consequences and each of the Guarantors and the Guaranteed Parties (herein acting and represented by the Administrative Agent) hereby warrants and agrees that if any of such waivers, renunciations, declarations and authorizations is determined to be contrary to any applicable Law or public policy, such waivers, renunciations, declarations and authorizations shall be effective only to the maximum extent permitted by Law.

2.17		Authority to Modify Guaranteed Obligations. Each of the Guarantors expressly authorizes the Administrative Agent, the Guaranteed Parties or any one thereof, at any time and from time to time, without notice and without affecting the liability of such Guarantor hereunder, to:

	2.17.1		alter the terms of all or any part of the Guaranteed Obligations and any security and guarantees therefor including, without limitation, modification of times for payment and rates of interest and increases to the amount of the Guaranteed Obligations;

	2.17.2		accept new or additional instruments, documents, agreements, security or guarantees in connection with all or any part of the Guaranteed Obligations;

	2.17.3		accept partial payments on the Guaranteed Obligations;

	2.17.4		waive, release, reconvey, terminate, abandon, subordinate, exchange, substitute, transfer, compound, compromise, liquidate and enforce all or any part of the Guaranteed Obligations and any security or guarantee therefor, and apply any such security and direct the order or manner of sale thereof as the Administrative Agent (for the Guaranteed Parties) in its discretion may determine;

	2.17.5		release the Borrowers, any Guarantor or any other Person from any personal liability with respect to all or any part of the Guaranteed Obligations; and

	2.17.6		otherwise amend the provisions of any one of the Operative Documents including, without limitation, increasing the amount of the Facilities or any constituent part of such Facilities.

ARTICLE 3

SUBORDINATION AND POSTPONEMENT

3.1

Subordination and Postponement of Indebtedness. Subject to Section 3.2, each of the Guarantors acknowledges, declares and agrees that all Subordinated Indebtedness is

Schedule D — Page 13
Amended and Restated Credit Agreement

junior and subordinate, and the payment thereof, whether in whole or in part, and whether as to principal, interest, fees or otherwise, and whether at or prior to maturity or upon acceleration of any maturity, is postponed to the prior payment in full of the Guaranteed Obligations.

3.2		Exception as to Postponement Only. Notwithstanding the provisions of Section 3.1, any Guarantor may pay or prepay any amount owing to any other Guarantor, at any time, on account of the Subordinated Indebtedness (whether or not the amount to be paid or prepaid is then due), on condition that at the time of such payment or prepayment, no Event of Default exists or would result therefrom.

3.3		Subordination and Postponement of Liens. Each of the Guarantors hereby acknowledges and declares that it does not hold any Liens against the assets of any of the other Guarantors. Each of the Guarantors also acknowledges, declares and agrees that it shall obtain the consent and approval of the Administrative Agent in order to create a Lien in favour of any other Guarantor in connection with the Subordinated Indebtedness or any part thereof (the aggregate of all such present and future Liens is collectively referred to herein as the “Subordinated Liens”) and that any such Liens thereafter held by it, as well as all of the Rights, Remedies and/or Recourses which may be granted to such Guarantor, directly or indirectly, under the terms of any applicable Law or the Subordinated Liens, are hereby and shall be completely subordinated to and rank after any and all Liens then or at any time thereafter held by the Guaranteed Parties, the Administrative Agent or any one thereof and securing the Guaranteed Obligations or any part thereof (all of which Liens are collectively referred to herein as the “Secured Party Liens”) notwithstanding any ranking that might otherwise be established by Law resulting from the nature of the Lien which may be created under the Subordinated Liens or the Secured Party Liens or the date or time of execution, issue, delivery, registration, filing, notification, publication or perfection of any deed, document, application for registration, notice or financing statement, or otherwise howsoever.

3.4		Exercise of Rights Either Under the Subordinated Indebtedness or the Subordinated Liens. In the event that any event of default occurs and continues under any one of the deeds or documents pursuant to which the Subordinated Indebtedness, or any part thereof, may be attested or evidenced, now or at any time hereafter, or any deeds or documents pursuant to which the Subordinated Liens or any one thereof is now or may be constituted at any time hereafter (the aggregate of such contracts, hypothecs, deeds and documents are collectively referred to herein as the “Subordinated Documents”), each of the Guarantors agrees not to directly or indirectly exercise any Right, Remedy and/or Recourse granted to it by Law or any one of the Subordinated Documents during any period prior to the cancellation in full of the Facilities and final and indefeasible payment of the Guaranteed Obligations until such time as the Administrative Agent shall have given their prior written consent to the exercise of such Rights, Remedies or Recourses and, with respect to any such Right, Remedy and/or Recourse, which any Guarantor is exercising prior to the cancellation in full of the Facilities and final and indefeasible payment of the Guaranteed Obligations, each of the Guarantors agrees to

Schedule D — Page 14
Amended and Restated Credit Agreement

cease exercising such Right, Remedy and/or Recourse upon the request of the Administrative Agent.

3.5		Discharge of Subordinated Liens. In the event of any Disposition of the whole or any part of the assets and properties of any of the Guarantors whether by the Guaranteed Parties, the Administrative Agent or any one thereof, in the exercise of any one of their Rights, Remedies and/or Recourses, or whether by any receiver, trustee, liquidator or sequestrator pursuant to the powers granted to it by any applicable Law of any jurisdiction whatsoever, or whether by any other Person in the performance of analogous duties under any Law concerning bankruptcy, reorganization, arrangement, readjustment, composition or liquidation, of any jurisdiction whatsoever, each of the Guarantors expressly agrees, upon the written demand of the Administrative Agent and at the expense of the Guarantors, to execute and deliver all such instruments of release, discharge and cancellation of Liens and termination statements as the Administrative Agent considers necessary or desirable in order to discharge and cancel such Subordinated Liens now or hereafter held by it. After the repayment in full of the Obligations following such Disposition, to the extent that under any applicable provisions of Law, any Guarantor has the right to receive the balance, if any, of the proceeds of such Disposition, the Administrative Agent shall pay such balance over to the relevant Guarantors.

3.6		Proceeds of Sale, etc. Subject to the provisions of the Operative Documents (including Section 3.2 of this Agreement), in the event that the assets and properties of any of the Guarantors, are Disposed of or are otherwise realized, or proceeds of insurance policies or expropriation awards are paid in respect thereof, the Guaranteed Obligations shall be paid in full prior to the payment of any Subordinated Indebtedness.

3.7		Prior Payment of Guaranteed Party’s Indebtedness in Bankruptcy, etc. In the event of any Proceeding relating to any one of the Guarantors or its debts or assets, if the Guaranteed Obligations has not been paid in full at such time, the Administrative Agent, for and on behalf of the Guaranteed Parties, are hereby irrevocably authorized by each of the Guarantors in any such Proceeding, to collect any assets or securities of any kind of such party distributed, divided or applied by way of dividend or payment or any such securities issued on account of any of the Subordinated Indebtedness and to apply the same, or the proceeds of any realization upon the same, as the Majority Lenders in their discretion elect to effect to the Obligations until the Obligations shall have been paid in full, rendering any surplus then remaining to the Persons entitled by Law to receive same. The Guarantors shall vote or otherwise act in any such proceeding (including, without limitation, vote to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension) in accordance with the written instructions of the Administrative Agent and, upon request from the Administrative Agent, each Guarantor shall give a power of attorney or proxy to the Administrative Agent or any Person designated by them to vote or otherwise act in any such Proceeding. Furthermore, each of the Guarantors hereby covenants and agrees to do all such things and give all such instructions as the Majority Lenders, in their discretion, may deem necessary or desirable in order to instruct any receiver, trustee, liquidator or sequestrator

Schedule D — Page 15
Amended and Restated Credit Agreement

appointed in connection with or as a result of any such Proceeding, to make any payment or distribution or issue any securities to be made or issued in connection with such Proceeding on account of such Subordinated Indebtedness to the Administrative Agent, for the benefit of the Guaranteed Parties, until the Obligations shall have been paid in full.

3.8		Payments Held in Deposit. In the event of any payment or distribution to any Guarantor made in breach of the terms of this Article, such a payment or distribution shall be held under gratuitous deposit for the Guaranteed Parties and shall be paid to the Administrative Agent, for the benefit of the Guaranteed Parties, forthwith following demand therefor by the Administrative Agent to the extent that the Guaranteed Parties remain, on the date of any such payment, creditors of any of the Guarantors.

3.9		Scope of Subordination and Postponement. The provisions of this Article are intended solely to define and establish the relative rights of the creditors of the Guarantors who are parties hereto. Nothing in this Agreement shall in any way impair, modify or affect, as between or among any Guarantor, on the one hand, and its creditors and the creditors under such documents, on the other hand, the obligations of such party to effect payment of principal, interest, costs, fees, royalties and other amounts, obligations and liabilities owing under or pursuant to the terms of such documents or affect the relative rights of the creditors of such Guarantor thereunder.

3.10		Further Acts. Each of the Guarantors hereby covenants and agrees to execute and deliver all such deeds, documents, applications for registration, notices and financing statements and to do all such things as are necessary in order to register and publish the subordinations contained in this Article wheresoever required by the Administrative Agent, the whole at the expense of the Guarantors.

ARTICLE 4

CONTRIBUTION OF GUARANTORS

4.1		Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable Law (but subject to Section 4.3), the Borrowers agree that in the event a payment shall be made by any Guarantor under this Agreement, the Borrowers (on account of the Guaranteed Obligations) shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made by such Guarantor to the extent of such payment.

4.2		Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section 4.3) that, in the event a payment shall be made by any other Guarantor under this Agreement and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrowers, as provided in Section 4.1, such Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to the amount of such payment by the Claiming Guarantor, multiplied by a fraction of

Schedule D — Page 16
Amended and Restated Credit Agreement

which the numerator shall be the net worth of such Contributing Guarantor on the date it became a party hereto and the denominator shall be the aggregate net worth of all Guarantors on such date. Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 4.2 shall be subrogated to the rights of such Claiming Guarantor under Section 4.1 to the extent of such payment.

4.3

Subordination. Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors under Sections 4.1 and 4.2 and all other rights of indemnity, contribution or subrogation under applicable Law or otherwise shall be (i) fully subordinated to the indefeasible payment in full in cash of the Guaranteed Obligations, and (ii) expressly subject to the provisions and limitations imposed on such rights hereunder. No failure on the part of any Borrower or any Guarantor to make the payments required by Sections 4.1 and 4.2 (or any other payments required under Applicable Law or otherwise) shall in any respect limit the liability of any other Guarantor with respect to its obligations hereunder, and each Guarantor shall remain liable for the full amount of the obligations of such Guarantor hereunder.

ARTICLE 5

ACCESSIONS

5.1

Additional Guarantors. At any time and from time to time, any Restricted Credit Party which is not already a Guarantor may become party to this Agreement in the capacity of a Guarantor provided:

	5.1.1		an instrument, in form and substance similar to the one attached hereto as Schedule “C”, shall have been executed by such Person and the Administrative Agent and shall have been delivered to such Person, the Administrative Agent and the Borrowers. The Administrative Agent hereby covenants and agrees not unreasonably to delay, condition, or withhold its execution of the aforesaid instrument; and

	5.1.2		that such Person shall have delivered to the Administrative Agent with respect to itself and its entering into and performing its obligations under this Agreement the documents contemplated in Section 10.3 of the Credit Agreement.

5.2

Effective Date. As of and from the effective date stipulated in the instrument referred to in subsection 5.1.1, such Person shall for all purposes be a Guarantor party to this Agreement and shall have all the rights and obligations of a Guarantor under this Agreement and shall be entitled to the benefit of, and be bound by the provisions hereof, to the same extent as if it were an original party hereto and no further consent or action by the Borrowers, the Guaranteed Parties or the Administrative Agent shall be required. Such instrument shall constitute, inter alia, an amendment to this Agreement and more particularly, of Schedule “A” hereof to the extent, and only to the extent, necessary to reflect the addition of such Person as a Guarantor. Promptly after receipt thereof, the

Schedule D — Page 17
Amended and Restated Credit Agreement

Administrative Agent shall deliver to each of the Guaranteed Parties a copy of any instrument received under the terms of this Section 5.1.

ARTICLE 6

TAXES AND OTHER CHARGES

6.1		Payments without Deductions. Each of the Guarantors solidarily agrees to pay to the Guaranteed Parties the Guaranteed Obligations, in principal, interest, fees and accessories, free and clear of and without deduction or withholding for (y) any and all present and future Taxes [but excluding however, Taxes imposed upon any Guaranteed Party (any such Guaranteed Party shall be referred to herein as a “Taxed Party”) by the jurisdiction and political subdivision in which it or its relevant lending office may be located or under the Laws of which it may have been constituted] that may be imposed from time to time by any jurisdiction (including any jurisdiction from which payment is made) in connection with any amount required to be paid to such Taxed Party pursuant to this Agreement or by any jurisdiction with respect to the preparation, execution, delivery, registration, performance, amendment or enforcement of this Agreement (all of the foregoing, other than the excluded items shall be collectively referred to herein as the “Local Taxes”), and (z) any and all present and future Taxes that may be imposed from time to time by any jurisdiction with respect to the payment by any of the Guarantors of or the reimbursement by any of the Guarantors for any Local Taxes (all of the foregoing listed in clauses (y) and (z), other than the excluded items, shall be collectively referred to herein as the “Indemnified Taxes”). In the event that any Taxed Party shall have paid any Indemnified Taxes which, under the terms of this Section 6.1, the Guarantors or any one thereof is obliged to pay, each of the Guarantors covenants and agrees to reimburse, upon demand, such Taxed Party on an after-tax-basis as contemplated in Section 6.2 for the amount of any such Indemnified Taxes so paid by the latter, with interest on such amount as contemplated in this Agreement, and any such reimbursement paid by any Guarantor shall benefit from the provisions of this Section 6.1 and Section 6.2.

6.2		Payments of Additional Amounts. If any of the Guarantors is at any time (x) required by Law to make any deduction or withholding in respect of any Indemnified Taxes from any amount payable under this Agreement or (y) prevented by operation of Law from paying, causing to be paid or reimbursing the payment of any Indemnified Taxes or (z) required to reimburse a Taxed Party for any Indemnified Taxes paid by the latter but which, under the terms hereof, the Guarantors are obliged to pay, each of the Guarantors covenants and agrees to pay such additional amount as may be necessary in order that the net amounts retained by any Taxed Party, after any deduction or withholding, after the deduction of any such Indemnified Taxes not paid, caused to be paid or reimbursed by any Guarantor, after the payment of such Indemnified Taxes by the Taxed Party and after any Taxes imposed on or measured by the net income, profit or capital of the Taxed Party as a result of its receipt of additional amounts hereunder, shall equal the net after-tax amounts which would have been retained by such Taxed Party if any deduction or withholding had not been made, if such Indemnified Taxes had been paid, caused to be

Schedule D — Page 18
Amended and Restated Credit Agreement

paid or reimbursed by any Guarantor, if such Indemnified Taxes had not been paid by the Taxed Party and if no additional amounts had been paid hereunder. Such additional amounts shall be paid (i) in the case of amounts payable as a result of a deduction or withholding from an amount payable under this Agreement, on the date the latter amount is payable, (ii) in the case of amounts payable as a result of the failure by any Guarantor to pay or reimburse such Indemnified Taxes, on the earlier of the date on which such Indemnified Taxes are due and the fifth day following the receipt by the Guarantors of a notice from the Taxed Party that such Indemnified Taxes have been paid by such Taxed Party, (iii) in the case of Indemnified Taxes paid by a Taxed Party and that the Guarantors are obliged to pay, on demand from the Taxed Party and (iv) in the case of amounts payable as a result of Taxes imposed on or measured by the net income, profit or capital of any Taxed Party as a result of its receipt of additional amounts hereunder, on the fifth day following the receipt by the Guarantors of a request therefor by such Taxed Party. Upon request from any Guarantor, the Taxed Party claiming payment of Indemnified Taxes under the provisions of this Section 6.2 shall provide the Borrowers with such information and documentation as such Guarantor may reasonably request.

6.3		Increase in Interest Rates. If any of the Guarantors is prevented by operation of Law from paying or causing to be paid any amount required to be paid by Section 6.2, each of the Guarantors covenants and agrees to pay as additional interest payable under this Agreement, an amount equal to such required amount, it being expressly understood and agreed that any such additional interest payment shall be paid on an after-tax-basis as contemplated in Section 6.2 and shall be subject to the provisions of Sections 6.1 and 6.2. Each of the Guarantors, at the request of any Taxed Party, shall sign such documents, deeds and instruments and shall do all such things as such Taxed Party shall reasonably consider useful or necessary to give full force and effect to such increase in the rate of interest.

6.4		Remittances by Taxed Party. With respect to any of such Indemnified Taxes, the Guarantors shall make any required payment thereof within the time allowed under applicable Law and, within 15 days thereafter, shall furnish to the Administrative Agent and any Taxed Party evidence of such payment together with such certificates, receipts and other documents as may be available to establish any Tax credit to which such Taxed Party may be entitled. If such Taxed Party shall determine that it has irrevocably obtained a credit or similar Tax benefit with respect to income Taxes imposed by a jurisdiction in which it or its relevant lending office may be located or under the Laws of which it has been constituted, on the basis of the payment of such Taxes by any of the Guarantors, such Taxed Party shall remit to the relevant Guarantors promptly an amount equal to the amount of such credit or benefit as is, in its discretion, exercised in good faith, equitably allocable to such payment by any of the Guarantors having taken into account all its dealings giving rise to similar credits or benefits in relation to the same Tax period. If such Taxed Party shall determine subsequently that, for any reason, the amount of such credit or benefit has directly or indirectly been reduced, each of the Guarantors covenants and agrees to pay, upon the request of such Taxed Party accompanied by evidence of such reduction, to such Taxed Party an amount equal to the amount of such reduction. All determinations and computations required or permitted by

Schedule D — Page 19
Amended and Restated Credit Agreement

this Section 6.4 shall be made, and all assumptions, methods of allocation and other principles necessary for or related to such determinations and computations shall be made or selected, by such Taxed Party in its sole discretion (exercised in good faith) and shall constitute, in the absence of manifest error, prima facie evidence of the amounts or matters so determined or computed.

6.5

Survival of Agreements. The agreements of the Guarantors under this Article 6 shall survive the payment, observance and performance in full of the Guaranteed Obligations, the cancellation in full of the Facilities.

ARTICLE 7

JUDGMENT CURRENCY

7.1		Conversion Rules. If for the purpose of obtaining or enforcing judgment in any court or for any other purpose hereunder, it is necessary to convert an amount due hereunder in the currency in which it is due (the “Original Currency”) into another currency (the “Second Currency”), the rate of exchange applied shall be the Exchange Rate for conversion of the Original Currency into the Second Currency on the Business Day on which judgment is given or the amount is due, as the case may be.

7.2		Currency Indemnity. Each of the Guarantors agrees that its obligations, in respect of any amounts due from it to the Guaranteed Parties in the Original Currency hereunder shall, notwithstanding any payment or tender, including pursuant to any judgment expressed or payment made in the Second Currency, be discharged only to the extent that, on the Business Day following receipt of any sums so paid or adjudged to be due hereunder in the Second Currency, the Administrative Agent, on behalf of the Guaranteed Parties, as the case may be, in accordance with normal banking procedure, may purchase in the Canadian money market or the Canadian foreign exchange market, as the case may be, the Original Currency with the amount of the Second Currency so paid or so adjudged to be due; and, if the amount of the Original Currency so purchased is less than the amount originally due in the Original Currency, each of the Guarantors agrees as a separate and independent obligation and notwithstanding any such payment or judgment to indemnify the Guaranteed Parties against such loss and, if the amount of the Original Currency so purchased is greater than the amount originally due in the Original Currency, the Administrative Agent and the Guaranteed Parties (herein acting and represented by the Administrative Agent) agree, notwithstanding any such payment or judgment, to remit to the relevant Guarantors, on demand, any such excess. The obligation provided for in this Section 7.2 shall not be affected by or merged with any judgment obtained under this Agreement.

Schedule D — Page 20
Amended and Restated Credit Agreement

ARTICLE 8

SPECIAL PROVISIONS WITH RESPECT TO THE GUARANTEED PARTIES

8.1		Intervention of any Lender into this Agreement. The Administrative Agent does hereby declare that in accordance with the provisions of the Credit Agreement and of any Loan Transfer Agreement which has been or shall be executed from time to time, it has been mandated or shall have its mandate confirmed, as the case may be, by each and every Person who may, at any time and from time to time, become a Lender to act for and on its behalf in the execution of this Agreement and in the assumption and performance of its obligations hereunder in the same manner and to the same extent as though such Person were an original Guaranteed Party thereto. Furthermore, the Guaranteed Parties (herein acting and represented by the Administrative Agent) do hereby acknowledge and agree that the execution and delivery of a Loan Transfer Agreement by the parties referred to therein shall constitute for all purposes of this Agreement, the intervention by such transferee referred to in such Loan Transfer Agreement into this Agreement and such transferee shall have all the benefits created hereunder and shall be bound by all the terms hereof as fully as though it were an original Guaranteed Party hereto.

8.2		Benefit of this Agreement for future Guaranteed Parties. The Guaranteed Parties (herein acting and represented by the Administrative Agent) hereto do hereby expressly acknowledge, declare and agree that the rights, benefits and remedies created and intended to be created at any time and from time to time by this Agreement in favour of the Administrative Agent, are created and intended to be created in favour of the Guaranteed Parties and in favour of the Administrative Agent as administrative agent for such Person or Persons who now are or may, at any time and from time to time, become Guaranteed Parties in the same manner and to the same extent as though each such Person was personally an original Guaranteed Party hereto or a Person specifically named as a beneficiary in this Agreement. In furtherance of the provisions of this Section 8.2, the original Guaranteed Parties (herein acting and represented by the Administrative Agent) hereto do hereby irrevocably mandate the Administrative Agent, for and on their behalf, to confirm to and confer upon each Person who becomes a Guaranteed Party, the benefits of this Agreement and to execute any instrument necessary to evidence same. The acceptance by the Administrative Agent of any Loan Transfer Agreement shall constitute for all purposes of this Agreement the carrying out by the Administrative Agent of the irrevocable mandate given to it under this Section 8.2.

ARTICLE 9

GENERAL PROVISIONS

9.1

Notices. Except as otherwise specified herein, all notices, requests, demands or other communications to or upon the respective parties hereto shall be deemed to have been duly given or made to the party to which such notice, request, demand or other communication is required or permitted to be given or made under this Agreement, when delivered to such party (by certified mail, postage prepaid, or by telecopier or hand

Schedule D — Page 21
Amended and Restated Credit Agreement

delivery) at its address and attention set forth with its signature below, or at such other address as any of the parties hereto may hereafter notify the others in writing. No other method of giving notice is hereby precluded.

9.2		Amendments and Waivers. The rights and remedies of the Guaranteed Parties and the Administrative Agent under this Agreement shall be cumulative and not exclusive of any rights or remedies which they would otherwise have and no failure or delay by any one thereof in exercising any right shall operate as a waiver thereof, nor shall any single or partial exercise of any power or right preclude its other or further exercise or the exercise of any other power or right. Any term, covenant, agreement or condition contained in this Agreement may be amended with the consent of the Guarantors, the Borrowers and the Administrative Agent and such amendment shall be binding upon all of the parties hereto and the Guaranteed Parties, or compliance therewith may be waived (either generally or in a particular instance and either retroactively or prospectively) by the Administrative Agent and such waiver shall be binding upon all of the parties hereto and the Guaranteed Parties, and in any such event the failure to observe, perform or discharge any such covenant, condition or obligation (whether such amendment is executed or such consent or waiver is given before or after such failure) shall not be construed as a breach of such covenant, condition or obligation.

9.3		Assignments by Lenders. Each of the Guarantors hereby acknowledges that (y) pursuant to the provisions of Section 22.5 of the Credit Agreement, any Guaranteed Party may at any time grant Participations in or enter into Assignments subject to the conditions set forth in Section 22.5 of the Credit Agreement and (z) upon fulfilment of the conditions precedent to Assignment set forth in Section 22.5 of the Credit Agreement, including, without limitation, the execution of a Loan Transfer Agreement, the assigning Guaranteed Party shall be released from its obligations under the terms hereof to the extent of such Assignment and the transferee of such Guaranteed Party, for all purposes, shall be a Guaranteed Party under this Agreement and shall be entitled to the benefits, Rights, Remedies and/or Recourses of such Guaranteed Party under this Agreement to the same extent and in the same manner as if it were an original party hereto and no further consent or action by the Guarantors shall be required. Except as specifically set forth in this Section 9.3, nothing in this Agreement, expressed or implied, is intended to or shall confer on any Person other than the Guaranteed Parties, the Administrative Agent and their respective successors and assigns any benefit or any legal or equitable right, remedy or other claim under this Agreement.

9.4		Compensation and Set-Off

9.4.1

In addition to any right now or hereafter granted under applicable Law and not by way of limitation of any such rights:

9.4.1.1

upon the occurrence and during the continuance of an Event of Default, each Guaranteed Party is hereby authorized by each Guarantor, at any time and from time to time, without notice to any Guarantor or to any other Person, any such notice being hereby

Schedule D — Page 22
Amended and Restated Credit Agreement

expressly waived, to effect compensation, to set-off and to appropriate and to apply any and all deposits (general or special, time or demand, including Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured), and any other Indebtedness at any time held or owing by such Guaranteed Party to or for the credit or the account of any Guarantor against and on account of the Guaranteed Obligations, irrespective of whether or not the Administrative Agent shall have made any demand hereunder and although said obligations and liabilities, or any of them, shall be contingent or unmatured;

	9.4.2		For the purposes of the application of this Section 9.4, the Guarantors and the Guaranteed Parties (herein acting and represented by the Administrative Agent) agree that the benefit of any term applicable to any Guaranteed Party’s deposit, credit indebtedness, liability or obligation referred to in this Section 9.4 shall be lost immediately before the time when such or Guaranteed Party shall exercise its rights under this Section 9.4 in respect of such deposit, credit indebtedness, liability or obligation of such Guaranteed Party.

	9.4.3		Furthermore, in the exercise of its rights under this Section 9.4, where any Indebtedness of either of any Guaranteed Party to any Guarantor is not outstanding in the same currency as the Indebtedness of such Guarantor to such Guaranteed Party, then such Guaranteed Party may effect all currency conversions with respect to any such Indebtedness as it considers appropriate in accordance with its normal practices by using its own rate of exchange in effect on the Business Day preceding that on which it exercised its rights under this Section 9.4.

9.5		No Duty to Disclose. Each of the Guarantors hereby acknowledges that it is presently, and covenants that it will keep itself at any time and from time to time, fully informed of the financial condition of the Borrowers and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of non-payment of the Guaranteed Obligations. Each of the Guarantors hereby agrees that none of the Guaranteed Parties, the Administrative Agent shall have any duty to disclose or report to any of the Guarantors any information now or hereafter known to them, relating to the business, assets, liabilities, financial position, results of operations or status of the Borrowers’ performance of their obligations under the Operative Documents.

9.6		Limitation on Interest. The Guaranteed Parties and each of the Guarantors intend to fully comply with all applicable Laws limiting the amount of interest which may be contracted for, charged or received, and so in the event that any portion of the payments required hereunder from any of the Guarantors is determined to be interest, such payments shall be automatically limited to the portion thereof which, after taking into account all other interest contracted for, charged or received, shall not exceed the limit prescribed by applicable Law, and in the event the Guaranteed Parties shall have received

Schedule D — Page 23
Amended and Restated Credit Agreement

any such amounts determined to be interest in excess of the amount permitted hereunder, the Guaranteed Parties shall apply such excess amounts to the other obligations of the Guarantors hereunder which do not constitute interest and shall return to the Guarantors any portion of the excess not so applied.

9.7		Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument.

9.8		Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.

9.9		Entire Agreement. With respect to the obligations of the Guarantors hereunder, this Agreement constitutes the entire agreement among the parties hereto.

9.10		Assignments by the Guarantors. The rights of the Guarantors hereunder are declared to be purely personal and may therefore not be assigned or transferred, nor can any Guarantor assign or transfer any of its obligations, any such assignment being null and void insofar as the Guaranteed Parties are concerned.

9.11		Expenses. The Guarantors solidarily agree to pay all duly documented reasonable out-of pocket costs and expenses, including reasonable attorneys’ fees, which may be incurred by the Guaranteed Parties, the Administrative Agent or any one thereof in any effort to collect or enforce any of their obligations hereunder. The obligations of the Guarantors under this Section 9.11 be subject to each of the limitations and conditions contained in Section 13.9 of the Credit Agreement which shall apply to this Section 9.11 mutatis mutandis.

9.12		Acknowledgment. Each of the Guarantors hereby acknowledges that it has received and taken cognizance of an original executed copy of the Credit Agreement, this Agreement and the other Operative Documents and is familiar with all the provisions thereof.

ARTICLE 10

FORMAL DATE

10.1

Formal Date. For the purpose of convenience, this Agreement may be referred to as bearing formal date of December 20, 2004 irrespective of the actual date of its execution.

Schedule D — Page 24
Amended and Restated Credit Agreement

ARTICLE 11

LANGUAGE

11.1		English Language. The parties hereto have expressly required that this Agreement and all deeds, documents and notices relating thereto be drafted in the English language.

11.2		Langue Anglaise. Les parties aux présentes ont expressément exigé que la présente convention et tous les autres contrats, documents ou avis qui y sont afférents soient rédigés en langue anglaise.

Schedule D — Page 25
Amended and Restated Credit Agreement

IN WITNESS WHEREOF, the parties hereto have signed this Agreement.


		CONSEILLERS EN GESTION ET INFORMATIQUE CGI INC.,
		CGI INFORMATION SYSTEMS AND MANAGEMENT CONSULTANTS INC.,
		CGI GROUP (EUROPE) LIMITED ,
		CGI ADJUSTERS INC.,
		CDSL CANADA LIMITED,
		CGI PAYROLL SERVICES CENTRE INC.,
		THE CGI GROUP HOLDING CORP.,
		CGI FINANCING NOVA SCOTIA ULC ,
		AMS MANAGEMENT SYSTEMS DEUTSCHLAND GMBH,
		AMS MANAGEMENT SYSTEMS U.K. LIMITED,
		KEYFACTS ENTERPRISES CANADA INC. ,
		CGI AMS US LLC,
		CGI AMS NOVA SCOTIA ULC,
		CGI SYSTEMS MANAGEMENT, INC.,
		CGI CANADA NOVA SCOTIA ULC,
		4246641 CANADA INC.,
		as Guarantors

Per:


and Per:


Address:		c/o CGI Group Inc.
		1130 Sherbrooke Street West
		5^th Floor
		Montréal, Québec H3A 2M8
To the attention of:		Executive Vice-President, Chief Financial Officer and Treasurer
Telecopier:		(514) 841-3205

Schedule D — Page 26
Amended and Restated Credit Agreement


		CGI HUNGARY SOFTWARE SZOLGÁLTATÓ ÉS TANÁCSADÓ KFT.
		as Guarantor

Per:


and Per:


Address:		c/o CGI Group Inc.
		1130 Sherbrooke Street West
		5^th Floor
		Montréal, Québec H3A 2M8

To the attention of:		Executive Vice-President, Chief Financial Officer and Treasurer

Telecopier:		(514) 841-3205

Schedule D — Page 27
Amended and Restated Credit Agreement


		CGI GROUP INC.
		as Cdn Borrower and Guarantor

Per:


and Per:


Address:		1130 Sherbrooke Street West
		5^th Floor
		Montréal, Québec H3A 2M8
To the attention of:		Executive Vice-President, Chief Financial
		Officer and Treasurer
Telecopier:		(514) 841-3205

Schedule D — Page 28
Amended and Restated Credit Agreement


		CGI-AMS INC.
		as US Borrower and Guarantor

Per:


and Per:


Address:		c/o CGI Group Inc.
		1130 Sherbrooke Street West
		5^th Floor
		Montréal, Québec H3A 2M8
To the attention of:		Executive Vice President, Chief Financial
		Officer and Treasurer
Telecopier:		(514) 841-3205

Schedule D — Page 29
Amended and Restated Credit Agreement


		NATIONAL BANK OF CANADA
		as Administrative Agent

Per:


and Per:


Address:		5^th Floor
		1155 Metcalfe Street
		Montréal, Québec H3B 4S9
Attention:		Manager
Telecopier:		(514) 390-7860

Schedule D — Page 30
Amended and Restated Credit Agreement

SCHEDULE “A”

GUARANTORS

CGI Group Inc.

CGI-AMS Inc.

Conseillers en Gestion et Informatique CGI Inc.

CGI Information Systems and Management Consultants Inc.

CGI Group (Europe) Limited

CGI Adjusters Inc.

CDSL Canada Limited

CGI Payroll Services Centre Inc.

The CGI Group Holding Corp.

CGI Financing Nova Scotia ULC

AMS Management Systems Deutschland GmbH

AMS Management Systems U.K. Limited

Keyfacts Enterprises Canada Inc.

CGI AMS US LLC

CGI AMS Nova Scotia ULC

CGI Systems Management, Inc.

CGI Canada Nova Scotia ULC

CGI Hungary Software Szolgáltató És Tanácsadó Kft

4246641 Canada Inc.

Schedule D — Page 31
Amended and Restated Credit Agreement

SCHEDULE “B”

DEFINITIONS

“Cdn Borrower Obligations” refers collectively to the performance by the Cdn Borrower of all of its obligations under the Operative Documents including, the obligation of the Cdn Borrower to repay the Cdn Revolving Loan upon the terms and conditions provided for in the Credit Agreement and the obligations of the Cdn Borrower in respect of ISDA Contracts;

“Credit Agreement” shall have the meaning ascribed to it in the first preamble paragraph hereof;

“Claiming Guarantor” shall have the meaning ascribed to it in Section 4.2;

“Contributing Guarantor” shall have the meaning ascribed to it in Section 4.2;

“Disgorged Amount” shall have the meaning ascribed to it in Section 2.13;

“Disposed”, “Dispose” or “Disposition” means any realization or sale, liquidation, transfer, lease, alienation, the exercise of any right of set-off, compensation or appropriation of any deposits or credits, the collection of any claim, the creation of any Lien or any other disposition of the whole or any part of the property and assets of any of the Guarantors, as the case may be, by private agreement, call for tenders, public auction, judicial sale or any other type of sale having eventually the same effects as a judicial sale, sale by judicial authority or otherwise;

“Guaranteed Obligations” shall mean:

1.		with respect to any Guarantor other than the Borrowers and the Québec Restricted Subsidiaries, the Obligations, whether or not such Obligations are for the payment of money or the performance or non-performance of any act and whether or not such obligations arise or accrue before or after the occurrence of any Event of Default with respect to any of the Restricted Credit Parties (including without limitation any interest accrued on such obligations after the occurrence of any such Event of Default);

2.		with respect to the Cdn Borrower, the Obligations (other than the Cdn Revolving Loans, and interest and fees payable with respect thereto), whether or not such Obligations are for the payment of money or the performance or non-performance of any act and whether or not such obligations arise or accrue before or after the occurrence of any Event of Default with respect to any of the Restricted Credit Parties (including, without limitation any interest accrued on such obligations after the occurrence of any such Event of Default);

3.		with respect to the US Borrower, the Obligations (other than the US Revolving Loans, and interest and fees payable with respect thereto) whether or not such Obligations are for the payment of money or the performance or non-performance of any act and whether or not such obligations arise or accrue before or after the occurrence of any Event of

Schedule D — Page 32
Amended and Restated Credit Agreement

Default with respect to any of the Restricted Credit Parties (including, without limitation any interest accrued on such obligations after the occurrence of any such Event of Default);

4.		with respect to any Québec Restricted Subsidiary, (i) the Obligations (other than the Cdn Borrower Obligations), whether or not such Obligations are for the payment of money or the performance or non-performance of any act and whether or not such obligations arise or accrue before or after the occurrence of any Event of Default with respect to any Restricted Credit Parties, and without in any way limiting the foregoing Guaranteed Obligations set forth in this clause (i), but in addition thereto (ii) the Cdn Borrower Obligations but then up to a maximum amount, as at any given time, that may be guaranteed by such Québec Restricted Subsidiary without contravening with the provisions of Section 123.66 of the Companies Act (Québec), whether or not such Cdn Borrower Obligations are for the payment of money or the performance or non-performance of any act and whether or not such obligations arise or accrue before or after the occurrence of any Event of Default with respect to any Restricted Credit Parties; and

5.		with respect to AMS Management Systems Deutschland GmbH (to be renamed in CGI Information Systems and Management Consultants (Deutschland) GmbH), the Obligations, whether or not such Obligations are for the payment of money or the performance or non-performance of any act and whether or not such Obligations arise or accrue before or after the occurrence of any Event of Default with respect to any of the Restricted Credit Parties (including without limitation any interest accrued on such obligations after the occurrence of any such Event of Default), however, subject to the limitation that there is no payment obligation under this Guarantee if and to the extent that such payment would be in violation of section 30 of the German Act on Companies with Limited Liability (GmbH-Gesetz);

“Guaranteed Parties” refers collectively to:

1.		the Initial Lenders;

2.		any Person who may, at any time and from time to time, become a Lender under the terms of the Credit Agreement;

3.		the Initial Lenders and any such Persons referred to in clause 2 above who may, at any time and from time to time, be a counterparty to any ISDA Contracts; and

4.		the Administrative Agent;

and, in each case, which has not ceased to be a party to the Credit Agreement in accordance with the provisions thereof;

“Guarantors”, as at any time, refers collectively to:

1.		any Person whose name is set forth in Schedule “A” hereto; and

2.		any other Person who, as such time, has become a party hereto in the capacity of a Guarantor pursuant to the provisions of Section 5.1.

Schedule D — Page 33
Amended and Restated Credit Agreement

and, “Guarantor” refers to any one thereof;

“Indemnified Taxes” shall have the meaning ascribed to it in Section 6.1;

“Initial Lenders” means the Persons named as Lenders initially set forth in Schedule “A” to the Credit Agreement;

“Local Taxes” shall have the meaning ascribed to it in Section 6.1;

“Original Currency” shall have the meaning ascribed to it in Section 7.1;

“Proceeding” refers to the making by any Person of an assignment for the benefit of creditors, the filing or consenting to the filing by any such Person of a petition in bankruptcy, a proposal or a notice of intention under the Bankruptcy and Insolvency Act (Canada) or any other equivalent Law of any other jurisdiction, an adjudication of insolvency or bankruptcy with respect to any such Person, the petitioning or application to any tribunal by any such Person for any receiver, trustee, liquidator or sequestrator of, or for any substantial portion of its property; or the commencement by any such Person of any proceeding relating to it or its property or any substantial portion thereof under any reorganization, arrangement, readjustment, composition or liquidation Law of any jurisdiction, whether now or hereafter in effect;

“Québec Restricted Subsidiaries” refers collectively to (i) Centre de service de paie CGI Inc. and Conseillers en gestion et informatique C.G.I. Inc., and includes any successor thereto, and (ii) any other Person who, as such time, has become a party hereto in the capacity of a Guarantor pursuant to the provisions of Section 5.1 and which is incorporated or continued under the Companies Act (Québec) and “Québec Restricted Subsidiary” refers to any one thereof;

“Second Currency” shall have the meaning ascribed to it in Section 7.1;

“Secured Party Liens” shall have the meaning ascribed to it in Section 3.3;

“Subordinated Documents” shall have the meaning ascribed to it in Section 3.4;

“Subordinated Indebtedness” with respect to any Guarantor, means all Indebtedness, present and future, of each of the other Guarantors, to such Guarantor, whether contracted directly or resulting from the process of legal or conventional subrogation or assignment, in principal, interest, fees and accessories;

“Subordinated Liens” shall have the meaning ascribed to it in Section 3.3;

“Taxed Party” shall have the meaning ascribed to it in Section 6.1; and

“this Agreement”, “this Guarantee”, “this Guarantee and Subordination Agreement”, “these presents”, “herein”, “hereby”, “hereunder”, “hereof” and similar expressions refer to this guarantee agreement and include any and every deed or instrument which is supplemental or ancillary hereto or in implementation hereof, the whole as same may be amended, supplemented or restated at any time and from time to time.

Schedule T — Page 34
Amended and Restated Credit Agreement

SCHEDULE “C”

ACCESSION CERTIFICATE FOR A GUARANTOR

National Bank of Canada
as Administrative Agent
5^th Floor
1155 Metcalfe Street
Montréal, Québec H3B 4S9

Gentlemen:

We refer you to the guarantee and subordination agreement entered into as of , 2004 among, National Bank of Canada, as Administrative Agent, and CGI Group Inc. and CGI-AMS Inc., as Borrowers and Guarantors (the said agreement, as may be amended, supplemented, restated, replaced or otherwise modified from time to time is hereinafter referred to as the “Guarantee and Subordination Agreement”).

Unless otherwise defined herein or unless there be something in the subject or the context inconsistent therewith, all capitalized terms and expressions used herein shall have the same meaning ascribed to them, directly or by reference, from time to time in the Guarantee and Subordination Agreement.

Pursuant to the provisions of Section 5.1 of the Guarantee and Subordination Agreement, we hereby notify you of our desire to become a party to the Guarantee and Subordination Agreement as a Guarantor, such accession thereto shall be effective as of and from Note 1. In that regard, you will find attached hereto the documents contemplated in subsection 5.1.2 of the Guarantee and Subordination Agreement.

We hereby acknowledge and agree that as of and from Note 1, we shall for all purposes of the Guarantee and Subordination Agreement, be a Guarantor and party to the Guarantee and Subordination Agreement and shall have all the rights and obligations of a Guarantor under the Guarantee and Subordination Agreement and shall be entitled to the benefit of, and be bound by the provisions thereof, to the same extent as if we were an original party thereto.

Furthermore, we hereby acknowledge having taken cognizance (y) of the Guarantee and Subordination Agreement and consent and agree to be bound by the terms and conditions thereof to the same extent as if we were an original party thereto, and (z) of the Credit Agreement and the other Operative Documents and hereby accept the terms and conditions of each one thereof.

This instrument shall, for all purposes, constitute our intervention into the Guarantee and Subordination Agreement and the Contribution Agreement.

Schedule D — Page 35
Amended and Restated Credit Agreement

We would ask you to kindly confirm your acceptance of the foregoing by executing the enclosed duplicate copy hereof and delivering same to the Persons to whom these presents must be delivered in accordance with the provisions of Section 5.1 of the Guarantee and Subordination Agreement.


Dated:


		Note 2

	Per:


	and Per:

CONFIRMATION

Relying upon the foregoing and the representations and warranties made by Note 2, National Bank of Canada, in its capacity as Administrative Agent for and on behalf of the Guaranteed Parties, accept the foregoing and as of and from Note 1, Note 2 shall, for all purposes of the Guarantee and Subordination Agreement, be a Guarantor as if it were an original party thereto.


Dated:


		NATIONAL BANK OF CANADA, as Administrative Agent

	Per:


	and Per:

Schedule D — Page 35
Amended and Restated Credit Agreement


Notes:

1.		Insert the effective date as of which such Person shall become party to the Guarantee and Subordination Agreement.

2.		Insert the full name of the Person requesting to accede to the Guarantee and Subordination Agreement.

Schedule E — Page 1
Amended and Restated Credit Agreement

SCHEDULE “E”

GUARANTOR’S CERTIFICATE

I, the undersigned, , of (the “Company”), am delivering this Certificate in connection with (i) a Cdn$1,500,000,000 amended and restated credit agreement dated as of December 20, 2004, as amended and restated as of January 12, 2006, as further amended as of April 21, 2006 and September 15, 2006 and as further amended and restated as of August 10, 2007, entered into among CGI Group Inc. and CGI Technologies and Solutions Inc., as Borrowers, the several lenders set forth in Schedule “A” thereto from time to time, as Lenders, National Bank of Canada, as Administrative Agent, National Bank Financial Inc., J.P. Morgan Securities Inc. and Caisse centrale Desjardins, as Lead Arrangers, National Bank Financial Inc., J.P. Morgan Securities Inc. and Caisse centrale Desjardins, as Joint Book Runners, JPMorgan Chase Bank, N.A. and Caisse centrale Desjardins, as Syndication Agents, and Canadian Imperial Bank of Commerce, The Toronto-Dominion Bank and Bank of America, N.A., as Documentation Agents (which agreement, as same may be amended, supplemented, restated, replaced or otherwise modified from time to time is hereinafter referred to as the “Amended and Restated Credit Agreement”) and (ii) the Guarantee Agreement (as such expression is defined in the Amended and Restated Credit Agreement) to which the Company is a party as a guarantor (which agreement, as same may be amended, supplemented, restated or otherwise modified from time to time is hereinafter referred to as the “Guarantee”).

For purposes of this Certificate, I have performed the following procedures as of and for the periods set forth below:

1.		I have reviewed the financial statements of the Company for the period ending on ______.

2.		I have made all inquiries reasonably required to be able to give this Certificate knowledgeably.

3.		Based on the foregoing, in my capacity as of the Company and not personally, I hereby certify that, to the best of my knowledge, after giving effect to the Guarantee and the Loans contemplated under the Amended and Restated Credit Agreement, and treating as assets of the Company the indemnity payments and contributions from any other Restricted Credit Party to which the Company would be entitled under the Guarantee, it is my opinion that (a) the Fair Value and Present Fair Saleable Value of the assets of the Company exceed its Stated Liabilities and Identified Contingent Liabilities; (b) the Company does not have Unreasonably Small Capital; and (c) the Company will be able to pay its respective Stated Liabilities and Identified Contingent Liabilities as they mature or otherwise become payable.

Schedule E — Page 2
Amended and Restated Credit Agreement

Unless otherwise defined herein or unless there be something in the subject or the context inconsistent therewith, the capitalized words and expressions used herein shall have the same meaning as that ascribed to them in the Amended and Restated Credit Agreement.

For purposes of this Certificate, the following terms shall have the following meanings:

A.		“Fair Value” shall mean the amount at which the assets, in their entirety, of the Company would change hands between a willing buyer and a willing seller, within a commercially reasonable period of time, each having reasonable knowledge of the relevant facts, with neither being under any compulsion to act.

B.		“Present Fair Saleable Value” shall mean the amount that could be obtained by an independent willing seller from an independent willing buyer if the assets of the Company are sold with reasonable promptness in an arms-length transaction under normal selling conditions for the sale of comparable business enterprises.

C.		“Stated Liabilities” shall mean the recorded liabilities (including contingent liabilities that would be recorded in accordance with GAAP) of the Company as of [INSERT LAST DATE OF MOST RECENTLY ENDED FISCAL YEAR], after giving effect to the initial Loans under the Amended and Restated Credit Agreement, determined in accordance with GAAP.

D.		“Identified Contingent Liabilities” shall mean the maximum estimated amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guarantees, uninsured risks and other contingent liabilities of the Company after giving effect to the transactions contemplated by the Amended and Restated Credit Agreement (including all fees and expenses related thereto but exclusive of such contingent liabilities to the extent reflected in Stated Liabilities), as identified and explained in terms of their nature and estimated magnitude by responsible officers of the Company.

E.		“Will be able to pay its Stated Liabilities, including Identified Contingent Liabilities, as they mature” shall mean that for the period from the date hereof through the date the Stated Liabilities and Identified Contingent Liabilities may mature or otherwise become payable, the Company will have sufficient assets and cash flow to pay its respective Stated Liabilities and Identified Contingent Liabilities as those liabilities mature or otherwise become payable.

F.		“Does not have Unreasonably Small Capital” shall mean that the Company, after giving effect to the incurrence of the Guaranteed Obligations is a going concern and has sufficient capital to ensure that it will continue to be a going concern and to remain a going concern.

Schedule E — Page 3
Amended and Restated Credit Agreement

IN WITNESS WHEREOF, I have hereunto set our hand this _______________ day of __________________, 200___.



Name:
Title:

Schedule F — Page 1
Amended and Restated Credit Agreement

SCHEDULE “F”

CORPORATE STRUCTURE
(Section 12.21 of the Amended and Restated Credit Agreement)


		Whether
		Restricted
		Subsidiary and
		Obligations	Ownership of
	Laws and	guaranteed if less	the voting Capital		Head Office/
	jurisdictions of	than all the	stock and % of		Chief Executive
Names	Organization	Obligations	ownership	Options	Office
CGI Group Inc. /	Companies Act	Cdn Borrower	Public company		Head Office:
Groupe CGI Inc.	(Québec)				1130 Sherbrooke St. West 7^thFloor Montréal, Québec Canada H3A 2M8

					Chief Executive Office:
					n/a

Schedule F — Page 2
Amended and Restated Credit Agreement


		Whether
		Restricted
		Subsidiary and
		Obligations	Ownership of
	Laws and	guaranteed if less	the voting Capital		Head Office/
	jurisdictions of	than all the	stock and % of		Chief Executive
Names	Organization	Obligations	ownership	Options	Office
CGI Technologies and Solutions Inc.	General Corporation Law (Delaware)	US Borrower	CGI Group Holdings USA Inc. — 100 shares of common stock (100%)		Head Office: 2711 Centerville Road Suite 400 Wilmington, Delaware USA 19808


					Chief Executive Office:
					4050 Legato Road Fairfax, Virginia USA 22033

Schedule F — Page 3
Amended and Restated Credit Agreement


		Whether
		Restricted
		Subsidiary and
		Obligations	Ownership of
	Laws and	guaranteed if less	the voting Capital		Head Office/
	jurisdictions of	than all the	stock and % of		Chief Executive
Names	Organization	Obligations	ownership	Options	Office
Conseillers en Gestion et	Companies Act	Restricted subsidiary	Voting		Head Office:
Informatique CGI Inc.	(Québec)	Guaranteed obligations: Guaranteed Obligations of the Québec Restricted Subsidiaries, as such terms are defined in the Guarantee and Subordination Agreement.	CGI Group Inc. - 10,031 common shares (100%) Non-Voting CGI Group Inc. • 32,200 Class C Preferred (100%) • 100 Class E Preferred (100%) • 1,000 Class F Preferred (100%) • 165,752 Class G Preferred (100%) • 1,000 Class H Preferred (100%) CGI Information Systems and Management Consultants Inc. /Conseillers en systèmes d’information et en gestion CGI Inc. • 101,346,388 Class A Preferred (100%) • 100 Class D Preferred (100%)		1130 Sherbrooke St. West 7th Floor Montréal, Québec Canada H3A 2M8 Chief Executive Office: n/a

Schedule F — Page 4
Amended and Restated Credit Agreement


		Whether
		Restricted
		Subsidiary and
		Obligations	Ownership of
	Laws and	guaranteed if less	the voting Capital		Head Office/
	jurisdictions of	than all the	stock and % of		Chief Executive
Names	Organization	Obligations	ownership	Options	Office
CGI Information	Canada	Restricted subsidiary	Voting		Head Office:
Systems and Management Consultants Inc. /Conseillers en systèmes d’information et en gestion CGI Inc.	Business Corporations Act (Canada)		4246641 Canada Inc. - - 11,923 Class A shares (100%) Non-Voting 4246641 Canada Inc. • 1,000 Class C (100%) • 1,000 Class D (100%) • 1 Class E (100%) Cognicase Electronic Business Solutions Inc. • 23,023,785 Preferred (100%) CGI Canada Nova Scotia ULC • 100 Class G (100%) Conseillers en gestion et informatique CGI Inc. • 1,000 Class I (100%)		125 Commerce Valley Dr. Markham, Ontario Canada L3T 7W4

Schedule F — Page 5
Amended and Restated Credit Agreement


		Whether
		Restricted
		Subsidiary and
		Obligations	Ownership of
	Laws and	guaranteed if less	the voting Capital		Head Office/
	jurisdictions of	than all the	stock and % of		Chief Executive
Names	Organization	Obligations	ownership	Options	Office
CGI Group (Europe)	The Companies	Restricted	Information		Head Office:
Limited	Act 1985 (United Kingdom)	subsidiary	Management Resources UK Holding Company Limited — 55.35% (5,535 shares)		Broadlands House Primett Road Stevenage SG1 3EE, UK
			IRMglobal Limited — 18.25% (1,825 shares)		Chief Executive Office: n/a

			Intuitive Group Limited — 2.16% (216 shares)
			Intuitive Systems Limited — 24.24% (2,424 shares)

Schedule F — Page 6
Amended and Restated Credit Agreement


		Whether
		Restricted
		Subsidiary and
		Obligations	Ownership of
	Laws and	guaranteed if less	the voting Capital		Head Office/
	jurisdictions of	than all the	stock and % of		Chief Executive
Names	Organization	Obligations	ownership	Options	Office
CGI Adjusters Inc.	Canada	Restricted	Voting		Head Office:
/ CGI experts en sinistres inc.	Business Corporations Act (Canada)	subsidiary	CGI Group Inc. — 1 Class A share (100%) Non-Voting		150 Commerce Valley Drive 6^th Floor Markham, Ontario Canada L3T 7W4

			CGI Information Systems and Management Consultants Inc. /Conseillers en systèmes d’information et en gestion CGI Inc. • 100 Class C (100%) • 1,000 Class E (100%)		Chief Executive Office: n/a


CDSL Canada Limited	Canada	Restricted	CGI Information		Head Office:
	Business Corporations Act (Canada)	subsidiary	Systems and Management Consultants Inc. /Conseillers en systèmes d’information et en gestion CGI Inc. — 8,000,000 Class A shares — (100%))		1900 Albert St. Regina, Saskatchewan Canada S4P 4K8 Chief Executive Office: n/a

Schedule F — Page 7
Amended and Restated Credit Agreement


		Whether
		Restricted
		Subsidiary and
		Obligations	Ownership of
	Laws and	guaranteed if less	the voting Capital		Head Office/
	jurisdictions of	than all the	stock and % of		Chief Executive
Names	Organization	Obligations	ownership	Options	Office
Centre de Service	Companies Act	Restricted subsidiary	Voting		Head Office:
de Paie CGI Inc. /CGI Payroll Services Centre Inc.	(Québec)	Guaranteed obligations: Guaranteed Obligations of the Québec Restricted Subsidiaries, as such terms are defined in the Guarantee and Subordination Agreement.	Conseillers en Gestion et Informatique CGI Inc. — 11,645,044 common shares (100%) Non-Voting Conseillers en Gestion et Informatique CGI Inc. — 100 preferred Class A (100%)		1130 Sherbrooke St. West ^7thFloor Montréal, Québec Canada H3A 2M8 Chief Executive Office: n/a

CGI Group Holdings USA Inc.	General Corporation Law (Delaware)	Restricted subsidiary	CGI Group Inc. — 5,012 shares of common stock (100%)		Head Office: 2711 Centerville Rd, Suite 400, Wilmington, Delaware, USA 19808
					Chief Executive Office:
					600 Federal Street Andover, Massachusetts USA 01810

Schedule F — Page 8
Amended and Restated Credit Agreement


		Whether
		Restricted
		Subsidiary and
		Obligations	Ownership of
	Laws and	guaranteed if less	the voting Capital		Head Office/
	jurisdictions of	than all the	stock and % of		Chief Executive
Names	Organization	Obligations	ownership	Options	Office
CGI Financing Nova	Companies Act (Nova Scotia)	Restricted subsidiary	CGI Information		Head Office:
Scotia ULC			Systems and Management Consultants Inc. /Conseillers en systèmes d’information et en gestion CGI Inc. — 355,190 common shares (100%)		1959 Upper Water St. Suite 900 Halifax, Nova Scotia Canada B3J 2X2 Chief Executive Office: n/a

CGI Hungary	Act 144 of 1997 on	Restricted subsidiary	CGI Information		Head Office:
Software Szolgáltató és Tanácsadó Kft (CGI Hungary Software Services and Consulting Limited Liability Company)	Companies (Hungary)		Systems and Management Consultants Inc. —8,400,000 quotas Conseillers en gestion et informatique CGI Inc. — 200,000 quotas		H-2724 Ujilengyel Petöfi S.u. 40 Chief Executive Office: Bahnofstrasse 28 6304 Zug, Switzerland

Schedule F — Page 9
Amended and Restated Credit Agreement


		Whether
		Restricted
		Subsidiary and
		Obligations	Ownership of
	Laws and	guaranteed if less	the voting Capital		Head Office/
	jurisdictions of	than all the	stock and % of		Chief Executive
Names	Organization	Obligations	ownership	Options	Office
CGI Information	(Germany)	Restricted	Information		Head Office:
Systems and Management Consultants (Deutschland) GmbH		subsidiary Guaranteed obligations: Guaranteed Obligations of CGI Information Systems and Management Consultants (Deutschland) GmbH, as such terms are defined in the Guarantee and Subordination Agreement.	Management Resources UK Holding Company Limited — 1 share (100%)		Niederkasseler Lohweg 175 Düsseldorf 40547, Germany Chief Executive Office: n/a

CGI AMS US LLC	Delaware	Restricted subsidiary	The CGI Group		Head Office:
	Limited Liability Company Act (Delaware)		Holding Corp. — 100% (US$5,100 capital contribution)		2711 Centerville Rd, Suite 400 Wilmington, Delaware, USA 19808

					Chief Executive Office:
					600 Federal Street Andover, Massachusetts USA 01810

Schedule F — Page 10
Amended and Restated Credit Agreement


		Whether
		Restricted
		Subsidiary and
		Obligations	Ownership of
	Laws and	guaranteed if less	the voting Capital		Head Office/
	jurisdictions of	than all the	stock and % of		Chief Executive
Names	Organization	Obligations	ownership	Options	Office
CGI AMS Nova Scotia	Companies Act (Nova Scotia))	Restricted subsidiary	CGI Information		Head Office:
ULC			Systems and Management Consultants Inc. /Conseillers en systèmes d’information et en gestion CGI Inc. — 235,567 common shares (100%)		1959 Upper Water St., Suite 900 Halifax, Nova Scotia, Canada B3J 2X2 Chief Executive Office: n/a

4246641 Canada Inc.	Canada Business	Restricted subsidiary	CGI Group Inc. —		Head Office:
	Corporations Act (Canada)		1,000 Class A shares (voting 100%)		1130 Sherbrooke Street West 7^th Floor Montreal, Québec, Canada H3A 2M8

					Chief Executive Office:
					n/a

Schedule F — Page 11
Amended and Restated Credit Agreement


		Whether
		Restricted
		Subsidiary and
		Obligations	Ownership of
	Laws and	guaranteed if less	the voting Capital		Head Office/
	jurisdictions of	than all the	stock and % of		Chief Executive
Names	Organization	Obligations	ownership	Options	Office
CGI Canada Nova	Companies Act	Restricted subsidiary	CGI Group Inc. —		Head Office:
Scotia ULC	(Nova Scotia)		50 common shares (50%) Conseillers en Gestion et Informatique CGI Inc. — 50 common shares (50%)		1959 Upper Water Street, Suite 900 Halifax, Nova Scotia, B3J 2X2, Canada Chief Executive Office:
					n/a

CGI Systems Management, Inc.	Florida Business Corporation Act (Florida)	Restricted subsidiary	CGI Technologies and Solutions Inc. — 100 shares of common stock (100%)		Head Office: 100 North Tampa Street Suite 410 Tampa, Florida, 33602, USA

					Chief Executive Office:
					n/a

Schedule F — Page 12
Amended and Restated Credit Agreement


		Whether
		Restricted
		Subsidiary and
		Obligations	Ownership of
	Laws and	guaranteed if less	the voting Capital		Head Office/
	jurisdictions of	than all the	stock and % of		Chief Executive
Names	Organization	Obligations	ownership	Options	Office
CGI Federal Inc.	Delaware General Corporation Law (Delaware)	Restricted subsidiary	CGI Technologies and Solutions Inc. — 100% (100 shares of common stock)		Head Office: 2711 Centerville Road Suite 400 Wilmington, Delaware, 19808

					Chief Executive Office:
					12601 Fair Lakes Circle, S. 500 Fairfax, VA, 22033, USA

Information Management Resources UK Holding Company Limited	(England and Wales)	Restricted subsidiary	3955338 Canada Inc. — 100% (5,800 Ordinary shares) CGI Technologies and Solutions Inc. • 100 “A” Preference • 100 “B” Preference		Head Office: Broadlands House Primett Road, Stevenage, SG1 3EE England Chief Executive Office: n/a
			• 100 “C” Preference • 100 “D” Preference • 100 “E” Preference AMS Management Systems UK Limited — 100 “G” Preference

Schedule F — Page 13
Amended and Restated Credit Agreement


		Whether
		Restricted
		Subsidiary and
		Obligations	Ownership of
	Laws and	guaranteed if less	the voting Capital		Head Office/
	jurisdictions of	than all the	stock and % of		Chief Executive
Names	Organization	Obligations	ownership	Options	Office
CGI Limited	Civil Code of	Restricted subsidiary	CGI Group Inc. / Groupe		Head Office:
Partnership 2005 / Société en commandite CGI 2005	Québec (Québec)		CGI Inc. — 99.9% (999 units) 9160-7697 Québec Inc. — 0.01% (1 unit)		1130 Sherbrooke St. West, 7^th Floor, Montreal, Québec, Canada H3A 2M8
					Chief Executive Office:
					n/a
9160-7697 Québec	Companies Act		CGI Group Inc. /		Head Office:
Inc. (general partner of CGI Limited Partnership 2005 / Société en commandite CGI 2005)	(Québec)		Groupe CGI Inc.— 100% (100 common shares)		1130 Sherbrooke St. West, 7^th Floor, Montreal, Québec, Canada H3A 2M8
					Chief Executive Office:
					n/a

Schedule F — Page 14
Amended and Restated Credit Agreement


		Whether
		Restricted
		Subsidiary and
		Obligations	Ownership of
	Laws and	guaranteed if less	the voting Capital		Head Office/
	jurisdictions of	than all the	stock and % of		Chief Executive
Names	Organization	Obligations	ownership	Options	Office
9175-6411 Québec	Companies Act	Restricted subsidiary	Voting		Head Office:
Inc.	(Québec)	Guaranteed obligations: Guaranteed Obligations of the Québec Restricted Subsidiaries, as such terms are defined in the Guarantee and Subordination Agreement.	CGI Group Inc. /Groupe CGI Inc.— 100 common shares (100%) Non-Voting Conseillers en gestion et informatique CGI Inc. — 500,000 preferred (100%)		1130 Sherbrooke St. West, 7^th Floor, Montreal, Québec, Canada H3A 2M8 Chief Executive Office: n/a

3955338 Canada Inc.	Canada Business	Restricted subsidiary	CGI Group Inc. / Groupe CGI Inc. — 100% (37,190,479 common shares)		Head Office: 1130 Sherbrooke St. West, 7^th Floor, Montreal, Québec, Canada H3A 2M8
	Corporations Act (Canada)
					Chief Executive Office:
					n/a

Schedule F — Page 15
Amended and Restated Credit Agreement


		Whether
		Restricted
		Subsidiary and
		Obligations	Ownership of
	Laws and	guaranteed if less	the voting Capital		Head Office/
	jurisdictions of	than all the	stock and % of		Chief Executive
Names	Organization	Obligations	ownership	Options	Office
AMS Management	The Companies		CGI Technologies		Head Office:
Systems U.K. Limited	Act 1985 (United Kingdom)		and Solutions Inc. — 750,102 shares (100%)		Kings House, 36 King Street London, England EC2V 8QQ
					Chief Executive Office:
					n/a

Proponix, Inc.	General		CGI Technologies		Head Office:
	Corporation Law (Delaware)		and Solutions Inc. — 100% (1,000 shares of common stock)		2711 Centerville Road Wilmington, Delaware, USA 19808
					Chief Executive Office:
					4050 Legato Road Fairfax, Virginia, USA 22033

Schedule F — Page 16
Amended and Restated Credit Agreement


		Whether
		Restricted
		Subsidiary and
		Obligations	Ownership of
	Laws and	guaranteed if less	the voting Capital		Head Office/
	jurisdictions of	than all the	stock and % of		Chief Executive
Names	Organization	Obligations	ownership	Options	Office
AMS Management	Companies		CGI Technologies		Head Office:
Systems Australia PTY Limited	(New South Wales) Code (Australia)		and Solutions Inc. — 100% (2,500,002 shares)		Governor Phillip tower L 53 1 Farrer Place. Sydney NSW 2000, Australia
					Chief Executive Office:
					Suite 2, Level 20 1 Market Street Sydney NSW 2000, Australia

CGI-ISMC Insurance	Companies Act		CGI Group Inc. /		Head Office:
Company Limited	Cap. 308 of the Laws of Barbados (Barbados)		Groupe CGI Inc. — 100% (1,000 common shares)		Whitepark House White Park Road Bridgetown, Barbados
					Chief Executive Office:
					n/a

Schedule F — Page 17
Amended and Restated Credit Agreement


		Whether
		Restricted
		Subsidiary and
		Obligations	Ownership of
	Laws and	guaranteed if less	the voting Capital		Head Office/
	jurisdictions of	than all the	stock and % of		Chief Executive
Names	Organization	Obligations	ownership	Options	Office
AMS Management	(France)		CGI Technologies		Head Office:
Systems France S.A.			and Solutions Inc. — 100% (738,243 shares)		1, Place Boieldieu Paris 75002, France
					Chief Executive Office:
					n/a

AMS Management	(Mexico)		CGI Technologies		Head Office:
Systems Mexico, S.A. de C.V.			and Solutions Inc. — 100% (6,450 shares)		Gabriela Mancera 1041 Colonia del valle Mexico, DF 03100
					Chief Executive Office:
					n/a

American Management	(Portugal)		AMS Management		Head Office:
Systems Portugal — Consultoria e Desenvolvimento de Software, Sociedade Unipessoal, Lda			Systems U.K. Limited — 100% (1 quota)		Rua Tomás da Fonseca Torres de Lisboa, Torre G-12 Lisbon N/A 1600-209, Portugal
					Chief Executive Office:
					n/a

Schedule F - Page 18
Amended and Restated Credit Agreement


		Whether Restricted
	Laws and	Subsidiary and
	jurisdictions	Obligations	Ownership of the voting		Head Office/
	of	guaranteed if less than	Capital stock and % of		Chief Executive
Names	Organization	all the Obligations	ownership	Options	Office
AMS Australia International Pty Ltd.	Corporation Act 2001 (Autralia)		AMS Management Systems Australia Pty Limited — 100% (5,000 ordinary shares)		Head Office: Level 53, Governor Phillip Tower 1 Farrer Place Sydney NSW 2000, Australia Chief Executive Office: n/a

CGI Information Systems and Management Consultants Private Limited	Indian Companies Act, 1956 (Bengalore, India)		CGI Technologies and Solutions Inc. — 100% (579,320 Equity Shares)		Head Office: 38/1 Naganathapura Electronic City Post Bangalore 560100, India Chief Executive Office: n/a

Schedule F - Page 19
Amended and Restated Credit Agreement


		Whether Restricted
	Laws and	Subsidiary and
	jurisdictions	Obligations	Ownership of the voting		Head Office/
	of	guaranteed if less than	Capital stock and % of		Chief Executive
Names	Organization	all the Obligations	ownership	Options	Office
CGI Technologies and Solutions International Inc.	Delaware Corporation General Lac (Delaware)		CGI Technologies and Solutions Inc. — 100% (1,000 shares of common stock)		Head Office: 2711 Centerville Road Suite 400 Wilmington, Delaware, 19808 Chief Executive Office: 4050 Legato Road Fairfax, VA 22033, USA

AMS Management Brasil Ltda.	(Brazil)		CGI Technologies and Solutions Inc. — 99.99% (95,999 quotas) CGI Technologies and Solutions International Inc. — 0.01% (1 quota)		Head Office: Av. Cidade Jardim, 377 — S/L 01453-900 Sao Paulo, SP Brasil Chief Executive Office: n/a

AMS Management Systems Italia Srl.	(Italy)		CGI Technologies and Solutions Inc. — 99,99% (199,999 voting rights) CGI Technologies and Solutions International Inc. — 0.01% (1 voting right)		Head Office: Via Pontaccio, 10 20121 Milano, Italy Chief Executive Office: n/a

Schedule F - Page 20
Amended and Restated Credit Agreement


		Whether Restricted
	Laws and	Subsidiary and
	jurisdictions	Obligations	Ownership of the voting		Head Office/
	of	guaranteed if less than	Capital stock and % of		Chief Executive
Names	Organization	all the Obligations	ownership	Options	Office
IMRglobal Limited	(England and Wales)		CGI Information Systems and Management Consultants Private Limited — 25% (666,670 Ordinary Shares) Information Management Resources UK Holding Company Limited — 75% (2,000,000 Ordinary Shares)		Head Office: Broadlands House Primett Road Stevenage SG1 3EE-UK Chief Executive Office: n/a

Intuitive Group Limited	(England and Wales)		IMRglobal Limited — 100% ((45,791,192 Ordinary)		Head Office: Broadlands House Primett Road Stevenage SG1 3EE-UK Chief Executive Office: n/a

Intuitive Systems Limited	(England and Wales)		Intuitive Group Limited — 100% (399,230 Ordinary)		Head Office: Broadlands House Primett Road Stevenage SG1 3EE-UK Chief Executive Office: n/a

Schedule F - Page 21
Amended and Restated Credit Agreement


		Whether Restricted
	Laws and	Subsidiary and
	jurisdictions	Obligations	Ownership of the voting		Head Office/
	of	guaranteed if less than	Capital stock and % of		Chief Executive
Names	Organization	all the Obligations	ownership	Options	Office
Intellitech Technologia de Informaçao, S.A.	(Portugal)		CGI Group (Europe) Limited — 100% (5,000,000 common shares)		Head Office: Av. Eng.Duarte Pacheco Emp. Amoreiras, Torre 2, 16th Floor 1070-274 Lisboa, Portugal Chief Executive Office: n/a

Loyaltech Portugal — Sistemas de Informaçao, S.A.	(Portugal)		CGI Group (Europe) Limited — 100% (25,000 common shares and 25,000 preferred shares))		Head Office: Tagus Park, Nücleo Central 308 Porto Salvo, Oeiras, Portugal Chief Executive Office: n/a

Loyaltech do Brasil Ltda	(Brazil)		Loyaltech Portugal — Sistemas de Informaçao, S.A. — 100% (10,000 Ordinary)		Head Office: Rua do Rócio, No 291, Conjunto 41 — parte, Edificio Atrium III, Sao Paulo, SP Chief Executive Office: n/a

Schedule F - Page 22
Amended and Restated Credit Agreement


		Whether Restricted
	Laws and	Subsidiary and
	jurisdictions	Obligations	Ownership of the voting		Head Office/
	of	guaranteed if less than	Capital stock and % of		Chief Executive
Names	Organization	all the Obligations	ownership	Options	Office
CGI Information Systems and Management Consultants (Polska) Sp. Z o.o.	(Poland)		Information Management Resources UK Holding Company Limited — 100% (80 shares)		Head Office: Warsaw Towers 10 Warsaw 00-121, Poland Chief Executive Office: n/a

CGI Information Systems and Management Consultants (Suisse) SA	(Switzerland)		Information Management Resources UK Holding Company Limited — 100% (100 shares)		Head Office: Weltpoststrasse 20 Postfach 263, CH-3000 Bern 15 Chief Executive Office: n/a

CGI ISMC Information Systems and Management Consultants (SVERIGE) DB	(Sweden)		Information Management Resources UK Holding Company Limited — 100% (1,000 shares)		Head Office: Linnégatan 18 Stockholm 114 47, Sweden Chief Executive Office: n/a

Schedule F - Page 23
Amended and Restated Credit Agreement


		Whether Restricted
	Laws and	Subsidiary and
	jurisdictions	Obligations	Ownership of the voting		Head Office/
	of	guaranteed if less than	Capital stock and % of		Chief Executive
Names	Organization	all the Obligations	ownership	Options	Office
AMS Management Systems Europe, S.A./N.V.	(Belgium)		Information Management Resources UK Holding Company Limited — 99.95% (17,499) CGI Technologies and Solutions International Inc. — 0.05% (1 share)		Head Office: 8 Bd. du Roi Albert II Brussels 1210, Belgium Chief Executive Office: n/a

Conseillers en Gestion et Informatique CGI SAS	Code de commerce, arts. 227.1 à 227.20 (France)		CGI Information Systems and Management Consultants Holding SAS — 100% (115,290 shares)		Head Office: 20 avenue de l’Opéra Paris 75001, France Chief Executive Office: n/a

CGI Italia s.r.l.	(Italia)		Conseillers en Gestion et Informatique CGI SAS — 100% (1 share)		Head Office: Corso di Porta Vigentina,35 20122 Milano, Italy Chief Executive Office: n/a

Schedule F - Page 24
Amended and Restated Credit Agreement


		Whether Restricted
	Laws and	Subsidiary and
	jurisdictions	Obligations	Ownership of the voting		Head Office/
	of	guaranteed if less than	Capital stock and % of		Chief Executive
Names	Organization	all the Obligations	ownership	Options	Office
AMSY Management Systems Netherlands B.V.	(Netherlands)		Information Management Resources UK Holding Company Limited —100% (400 parts)		Head Office: Malietoren, Bezuidenhoutseweg 12 The Hague 2594 AV The Netherlands Chief Executive Office: n/a

CGI Information Systems and Management Consultants Espana, SA	(Spain)		AMSY Management Systems Netherlands B.V. — 100% (10,000 shares)		Head Office: Avenida de Europa, 24 Edificio Torona B Parque Empresarial “La Moraleja” Alcobenda, Madrid 28108, Spain Chief Executive Office: n/a

Schedule F - Page 25
Amended and Restated Credit Agreement


		Whether Restricted
	Laws and	Subsidiary and
	jurisdictions	Obligations	Ownership of the voting		Head Office/
	of	guaranteed if less than	Capital stock and % of		Chief Executive
Names	Organization	all the Obligations	ownership	Options	Office
Nacar Technologias dela Informacion, S.L.	(Spain)		CGI Information Systems and Management Consultants España, S.A. — 100% (non available)		Head Office: Avenida de Europa, 24 Edificio Torona B Parque Empresarial “La Moraleja” Alcobenda, Madrid 28108, Spain Chief Executive Office: n/a

Cognicase Electronic Business Solutions Inc. / Cognicase Solutions Électroniques aux Entreprises Inc.	Canada Business Corporations Act (Canada)		CGI Group Inc. / Groupe CGI inc. — 100% (27,210,052 Common Class A shares)		Head Office: 1130 Sherbrooke St. West, 7^th Floor Montreal, Québec, Canada H3A 3M8 Chief Executive Office: n/a

Schedule F - Page 26
Amended and Restated Credit Agreement


		Whether Restricted
	Laws and	Subsidiary and
	jurisdictions	Obligations	Ownership of the voting		Head Office/
	of	guaranteed if less than	Capital stock and % of		Chief Executive
Names	Organization	all the Obligations	ownership	Options	Office
9059-9390 Québec Inc.	Companies Act (Québec)		Conseillers en Gestion et Informatique CGI Inc. — 31% (2, 131,682 Class A shares) Cognicase Electronic Business Solutions Inc. — Cognicase solutions électroniques aux entreprises Inc. — 69% (4,736,449 Class A shares)		Head Office: 1130 Sherbrooke St. West, 7^th Floor Montreal, Québec, Canada H3A 3M8 Chief Executive Office: n/a

Acme Multimedia Inc.	Companies Act (Québec)		Cognicase Electronic Business Solutions Inc. — Cognicase solutions électroniques aux entreprises Inc. — 64.9% (48,899 common shares) CGI Group Inc. / Groupe CGI inc. — 35.1% (26,431 common shares)		Head Office: 1130 Sherbrooke St. West, 7^th Floor Montreal, Québec, Canada H3A 3M8 Chief Executive Office: n/a

Schedule F - Page 27
Amended and Restated Credit Agreement


		Whether Restricted
	Laws and	Subsidiary and
	jurisdictions	Obligations	Ownership of the voting		Head Office/
	of	guaranteed if less than	Capital stock and % of		Chief Executive
Names	Organization	all the Obligations	ownership	Options	Office
Nova Expertise Solutions (1998) Inc.	Companies Act (Québec)		9059-9390 Québec Inc. — 100% (10 Class A shares)		Head Office: 1130 Sherbrooke St. West, 7^th Floor Montreal, Québec, Canada H3A 3M8 Chief Executive Office: n/a

4105923 Canada Inc.	Canada Business Corporations Act (Canada)		CGI Information Systems and Management Consultants Inc. /Conseillers en systèmes d’information et en gestion CGI Inc. — 100% (number not determined)		Head Office: 125 Commerce Valley Dr. Markham, Ontario Canada L3T 7W4 Chief Executive Office: n/a

Schedule F - Page 28
Amended and Restated Credit Agreement


		Whether Restricted
	Laws and	Subsidiary and
	jurisdictions	Obligations	Ownership of the voting		Head Office/
	of	guaranteed if less than	Capital stock and % of		Chief Executive
Names	Organization	all the Obligations	ownership	Options	Office
CGI Brasil Ltda	(Brazil)		CGI Information Systems and Management Consultants Inc. /Conseillers en systèmes d’information et en gestion CGI Inc. — 99.999% (22,659,821 quotas) Conseillers en gestion et informatique CGI Inc. 0.001% (1 quota)		Head Office: Rua do Rócio, No 291 conjunto 41 — parte, Edificio Atrium III Sao Paulo — SP Chief Executive Office: n/a

CGI Uruguay S.A.	(Uruguay)		CGI Information Systems and Management Consultants Inc. /Conseillers en systèmes d’information et en gestion CGI Inc. —100% (300,000 shares)		Head Office: Plaza Independacia 811 Montevideo, Uruguay Chief Executive Office: n/a

IAO Actuarial Consulting Services Inc. / Services d’actuariat-conseil IAO Inc.	Canada Business Corporations Act (Canada)		CGI Information Systems and Management Consultants Inc. /Conseillers en systèmes d’information et en gestion CGI Inc. — 75% (75 common shares) Hany Rifai — 25% (25 common shares)		Head Office: 150 Commerce Valley Dr. Markham, Ontario, Canada L3T 7W4 Chief Executive Office: n/a

Schedule F - Page 29
Amended and Restated Credit Agreement


		Whether Restricted
	Laws and	Subsidiary and
	jurisdictions	Obligations	Ownership of the voting		Head Office/
	of	guaranteed if less than	Capital stock and % of		Chief Executive
Names	Organization	all the Obligations	ownership	Options	Office
Realwave Software Inc.	Business Corporations Act (Ontario)		CGI Group Inc. / Groupe CGI Inc. — 100% (20,834 common shares)		Head Office: 125 Commerce Valley Dr. Markham, Ontario Canada L3T 7W4 Chief Executive Office: n/a

Conseillers en informatique d’Affaires C.I.A. inc.	Companies Act (Québec)		CGI Group Inc. / Groupe CGI Inc. — 58% (11,407,259 Class A shares) Services Mix Média Inc. 24.6% (4,815,000 Class A shares) Officers/Employees — 17.2% (3,369,403 Class A shares)	Options to acquire Class A shares have and may be granted to shareholders of the Company, which options will in no circumstances dilute CGI Group’s ownership.	Head Office: 2875 Laurier Blvd, Suite 1250 Ste-Foy, Québec, Canada G1V 2M2 Chief Executive Office: n/a

Schedule F - Page 30
Amended and Restated Credit Agreement


		Whether Restricted
	Laws and	Subsidiary and
	jurisdictions	Obligations	Ownership of the voting		Head Office/
	of	guaranteed if less than	Capital stock and % of		Chief Executive
Names	Organization	all the Obligations	ownership	Options	Office
Centre de développement C.I.A. Inc.	Companies Act (Québec)		Conseillers en informatique d’Affaires C.I.A. Inc. — 100% (non available)		Head Office: 390 Saint-Vallier St. East, Suite 200 Québec, Québec, Canada G1K 3P6 Chief Executive Office: n/a

Conseillers en Informatique d’affaires CIA France	(France)		Conseillers en informatique d’Affaires C.I.A. Inc. — 100% (non available)		Head Office: 20 Avenue de l’Opéra 75001 Paris Chief Executive Office: n/a

Subrogation Inc.	Canada Business Corporations Act (Canada)		CGI Adjusters Inc. / CGI Experts en Sinistres Inc. — 100% (100 common shares)		Head Office: 412 — 7^th Avenue S.W., Suite 3300 Calgary, Alberta, Canada T2P 4K9 Chief Executive Office: n/a

Schedule F - Page 31
Amended and Restated Credit Agreement


		Whether Restricted
	Laws and	Subsidiary and
	jurisdictions	Obligations	Ownership of the voting		Head Office/
	of	guaranteed if less than	Capital stock and % of		Chief Executive
Names	Organization	all the Obligations	ownership	Options	Office
CGI Information Systems and Management Consultants (New York) Inc.	New York		CGI Technologies and Solutions Inc. — 100% (100 common shares)		Head Office: 111 Eighth Avenue New York, N.Y. USA 10011 Chief Executive Office: n/a

Société en commandite Emerge Capital 1	Civil Code of Québec (Québec)		Conseillers en gestion et informatique CGI Inc. — 45%		Head Office: 222 Stanley Street Saint-Lambert, Québec Canada J4R 2R6 Chief Executive Office: n/a

Datacom Wireless Corporation	Canada Business Corporations Act (Canada)		Société en commandite Emerge Capital I — 4%		Head Office: 440 Armand-Frappier Boulevard Suite 350 Laval, Québec Canada H7V 4B4 Chief Executive Office: n/a

Schedule F - Page 32
Amended and Restated Credit Agreement


		Whether Restricted
	Laws and	Subsidiary and
	jurisdictions	Obligations	Ownership of the voting		Head Office/
	of	guaranteed if less than	Capital stock and % of		Chief Executive
Names	Organization	all the Obligations	ownership	Options	Office
Isasoft Inc.	Canada Business Corporations Act (Canada)		Conseillers en gestion et informatique CGI Inc. — 1% (142,758 common shares)		Head Office: 111 Duke Street, Suite 1500 Montréal, Québec Canada H3C 2M1 Chief Executive Office: n/a

Innovapost Inc.	Canada Business Corporations Act (Canada)		CGI Group Inc. / Groupe CGI Inc. — 49% (27,440 common shares)		Head Office: 365 March Road Ottawa, Ontario Canada K2K 3N5 Chief Executive Office: n/a

FinancialLinx Corporation	Business Corporations Act (Ontario)		CGI Group Inc. / Groupe CGI Inc. — 50% (5,000 common shares)		Head Office: 2001 Sheppard Avenue East Suite 700 Toronto, Ontario Canada M2J 4Z8 Chief Executive Office: n/a

Schedule F — Page 33
Amended and Restated Credit Agreement

The following entities are still in existence but have been liquidated and consequently do not appear in the above chart:

4134630 Canada Inc.
9093-7053 Québec Inc.
AMS Management Systems Krakow sp Z o.o.
Atechsys International Ltd.
CGI Technology Services Mexico, Sociedad Civil
Cognicase Consulting Inc. / Cognicase Conseil Inc.
Le Groupe Mentor Inc.
Lonas Europe S.A.
M3I Systems PTE Ltd.
Shipahead.Com Inc.

Schedule G — Page 1
Amended and Restated Credit Agreement

SCHEDULE “G”

LOAN PRICING CORPORATION DISCLOSURE

Recommended Data Fields — At Close

The items highlighted in bold are those that Loan Pricing Corporation (LPC) deem essential. The remaining items are those that LPC has seen become more prominent over time as transparency has increased in the U.S. Loan Market.


Company Level	Deal Specific	Facility Specific
Issuer Name	Currency/Amount	Currency/Amount
Location Date Type
SIC (Cdn)	Purpose	Purpose
Identification Number(s)	Sponsor	Tenor
Revenue	Financial Covenants	Term Out Option
		Expiration Date
	Target Company	Facility Signing Date
*Measurement of Risk	Assignment Language	Pricing
S&P Sr. Debt	Law Firms	Base Rate(s)/Spread(s)/BA/LIBOR
S&P Issuer	MAC Clause	Initial Pricing Level
Moody’s Sr. Debt	Springing lien	Pricing Grid (tied to, levels)
Moody’s Issuer	Cash Dominion	Grid Effective Date
Fitch Sr. Debt	Mandatory Prepays	Fees
Fitch Issuer	Restrct’d Payments (Neg Covs)	Participation Fee (tiered also)
S&P Implied
(internal assessment)	Other Restrictions	Commitment Fee
DBRS
Other Ratings		Annual Fee
*Industry Classification		Utilization Fee
Moody’s Industry		LC Fee(s)
S&P Industry		BA Fee
Parent		Prepayment Fee
Financial Ratios		Other Fees to Market
		Security
		Secured/Unsecured
		Collateral and Seniority of Claim
		Collateral Value
		Guarantors
		Lenders Names/Titles
		Lender Commitment ($)
		Commited/Uncommited

Schedule G — Page 2
Amended and Restated Credit Agreement


Company Level	Deal Specific	Facility Specific
		Distribution method
		Amortization Schedule
		Borrowing Base/Advance Rates
		New Money Amount
		Country of Syndication
		Facility Rating (Loss given default)
		S&P Bank Loan
		Moody’s Bank Loan
		Fitch Bank Loan
		DBRS
		Other Ratings


*		These items would be considered useful to capture from an analytical perspective

Schedule H — Page 1
Amended and Restated Credit Agreement

SCHEDULE “H”

ACQUISITION CERTIFICATE

Date:

National Bank of Canada
as Administrative Agent
Loan Administration
Customer Service Center
Suite 603
5650 Iberville Street
Transit no. 0708-1
Montréal, Québec H2G 2B3

Ladies and Gentlemen:

I refer you to the Cdn$1,500,000,000 amended and restated credit agreement dated as of December 20, 2004, as amended and restated as of January 12, 2006, as further amended as of April 21, 2006 and September 15, 2006 and as further amended and restated as of August 10, 2007, entered into among CGI Group Inc. and CGI Technologies and Solutions Inc., as Borrowers, the several lenders set forth in Schedule “A” thereto from time to time, as Lenders, National Bank of Canada, as Administrative Agent, National Bank Financial Inc., J.P. Morgan Securities Inc. and Caisse centrale Desjardins, as Lead Arrangers, National Bank Financial Inc., J.P. Morgan Securities Inc. and Caisse centrale Desjardins, as Joint Book Runners, JPMorgan Chase Bank, N.A. and Caisse centrale Desjardins, as Syndication Agents, and Canadian Imperial Bank of Commerce, The Toronto-Dominion Bank and Bank of America, N.A., as Documentation Agents (which agreement, as same may be amended, supplemented, restated, replaced or otherwise modified from time to time is hereinafter referred to as the “Amended and Restated Credit Agreement”).

Unless otherwise defined herein or unless there be something in the subject or the context inconsistent therewith, all capitalized terms and expressions used herein shall have the same meaning as that ascribed to them from time to time in the Amended and Restated Credit Agreement.

This certificate is delivered to you pursuant to subsection 14.6.4 of the Amended and Restated Credit Agreement in connection with [Insert details of the acquisition] (the “Acquisition”).

I, the undersigned, , of the Cdn Borrower do hereby certify that:

1.		I have taken cognizance of all the terms of the Amended and Restated Credit Agreement and of all other Operative Documents;

2.		The covenant analysis and information set forth in Appendix I hereto are true and correct as of the date of this Acquisition Certificate and establish compliance with the Ratios on a Pro Forma Basis as at the end of [Insert relevant quarter end], after giving pro forma effect to the occurrence of the Acquisition.

Schedule H — Page 2
Amended and Restated Credit Agreement

Signed at , this day of , 200___.



Name:
Title:

Schedule H — Page 3
Amended and Restated Credit Agreement

APPENDIX I

Maintenance of Ratios (Section 14.1)¹
on Pro Forma Basis

Quarter ending

Leverage Ratio

Ø Debt (as hereinbelow calculated)

Ø EBITDA (as hereinbelow calculated)

Ratio of (i) Debt to (ii) EBITDA =

(cannot exceed 3.00:1.00, 3.25:1.00 or 3.50:1.00, as the case may be)

Net Worth

Shareholders’ Equity of the Cdn Borrower (excluding foreign exchange translation adjustments and any write-up in the value of assets as a result of any reassessment thereof) =

(cannot be less than $1.5 Billion)

Interest and Rent Coverage Ratio

Ø EBITDAR

Ø Interest Expense

Ø Operating Rentals

Ratio of (i) EBITDAR to (ii) the total of the Interest Expense and the Operating Rentals =

(cannot be less than 1.50:1.00)


Note:

1.		Ratios are to be calculated on a Consolidated Basis or Adjusted Consolidated Basis (as applicable pursuant to Section 14.2 of the Amended and Restated Credit Agreement).

Schedule H — Page 4
Amended and Restated Credit Agreement

II.

Calculation of Debt

i) Indebtedness for borrowed money

plus

ii) deferred purchase price of goods and services

plus

iii) Negative Value of Derivative Instruments that exceeds $20,000,000

plus

iv) amount of any Securitization Program

plus

v) obligations secured by Liens

plus

vi) Capital Leases and Synthetic Leases

plus

vii) deferred credit on Customer Contracts

plus

viii) B/A’s, letters of credit , letters of guarantee

plus

ix) Guarantees

equals

x) Debt =

Schedule H — Page 5
Amended and Restated Credit Agreement

III.

Calculation of EBITDAR (last 12 months)

i) net income or loss

minus or plus

ii) gains or losses re: extraordinary items

plus

iii) depreciation and amortization expense

plus

iv) Interest Expense

plus

v) income tax expense

plus

vi) Operating Rentals

plus

vii) Readjustment Charges

plus

viii) Option Expenses

minus

ix) Excluded Discounts

equals

EBITDAR =

IV.

Calculation of EBITDA (last 12 months)

i) EBITDAR

minus

ii) Operating Rentals

equals

EBITDA =

Schedule I — Page 1
Amended and Restated Credit Agreement

SCHEDULE “I”

ADDITIONAL BORROWER ACCESSION AGREEMENT

Date:

National Bank of Canada
as Administrative Agent
Loan Administration
Customer Service Center
Suite 603
5650 Iberville Street
Transit no. 0708-1
Montréal, Québec H2G 2B3

Ladies and Gentlemen:

We refer you to the Cdn$1,500,000,000 amended and restated credit agreement dated as of December 20, 2004, as amended and restated as of January 12, 2006, as further amended as of April 21, 2006 and September 15, 2006 and as further amended and restated as of August 10, 2007, entered into among CGI Group Inc. and CGI Technologies and Solutions Inc., as Borrowers, the several lenders set forth in Schedule “A” thereto from time to time, as Lenders, National Bank of Canada, as Administrative Agent, National Bank Financial Inc., J.P. Morgan Securities Inc. and Caisse centrale Desjardins, as Lead Arrangers, National Bank Financial Inc., J.P. Morgan Securities Inc. and Caisse centrale Desjardins, as Joint Book Runners, JPMorgan Chase Bank, N.A. and Caisse centrale Desjardins, as Syndication Agents, and Canadian Imperial Bank of Commerce, The Toronto-Dominion Bank and Bank of America, N.A., as Documentation Agents (which agreement, as same may be amended, supplemented or restated from time to time is hereinafter referred to as the “Amended and Restated Credit Agreement”).

Unless otherwise defined herein or unless there be something in the subject or the context inconsistent therewith, all capitalized terms and expressions used herein shall have the same meaning as that ascribed to them from time to time in the Amended and Restated Credit Agreement.

We, [name of proposed Borrower], a [company/corporation] incorporated and existing under the laws of [jurisdiction of incorporation], agree to become an [Additional Cdn Borrower or Additional US Borrower] and to be bound by the terms of the Amended and Restated Credit Agreement in all respects as an [Additional Cdn Borrower or Additional US Borrower], in accordance with Section 2.14 of the Amended and Restated Credit Agreement.

This Additional Borrower Accession Agreement is governed by the laws of the Province of Québec and the federal laws of Canada applicable therein.

Schedule I — Page 2
Amended and Restated Credit Agreement


[NAME OF PROPOSED BORROWER]

By:

		Name:
		Title:

By:

		Name:
		Title:

ACKNOWLEDGEMENT

We acknowledge, confirm and agree that the guarantee of each Restricted Credit Parties under the Guarantee Agreements extends to all Obligations incurred or to be incurred under the Operative Documents by [name of proposed Borrower].


[INSERT EACH THEN EXISTING RESTRICTING CREDIT PARTY]

By:

		Name:
		Title:

By:

		Name:
		Title:

Schedule I — Page 3
Amended and Restated Credit Agreement

CONFIRMATION

The Administrative Agent hereby confirms the accession of [name of proposed Borrower] as an [Additional Cdn Borrower or Additional US Borrower] to the Amended and Restated Credit Agreement on [date].


		NATIONAL BANK OF CANADA, as Administrative Agent

By:

		Name:
		Title:

By:

		Name:
		Title:

Schedule J — Page 1
Amended and Restated Credit Agreement

SCHEDULE “J”

COMPLIANCE CERTIFICATE

Date:

National Bank of Canada
as Administrative Agent
Loan Administration
Customer Service Center
Suite 603
5650 Iberville Street
Transit no. 0708-1
Montréal, Québec H2G 2B3

Ladies and Gentlemen:

Unless otherwise defined herein or unless there be something in the subject or the context inconsistent therewith, all capitalized terms and expressions used herein shall have the same meaning as that ascribed to them from time to time in the Amended and Restated Credit Agreement.

This certificate is delivered to you pursuant to subsection [14.3 or 14.4] of the Amended and Restated Credit Agreement.

I, the undersigned, , of the Cdn Borrower do hereby certify that:

1.		I have taken cognizance of all the terms of the Amended and Restated Credit Agreement and of all other Operative Documents;

2.		To the best of my knowledge after diligent enquiry, I do not know of the existence, as of the date hereof, of a condition or of any fact whatsoever, constituting a Default or an

Schedule J — Page 2
Amended and Restated Credit Agreement

		Event of Default during the [fiscal quarter/year] with respect to which this certificate is being delivered;

3.		Since the last Compliance Certificate given pursuant to the Amended and Restated Credit Agreement, up to the date hereof, to the best of my knowledge, I do not know of the occurrence of a Material Adverse Effect;

4.		The management prepared (i) Financial Statements of the Cdn Borrower on a Consolidated Basis, and (ii) Financial Statements of the Cdn Borrower (other than the statements of cash flows) on an Adjusted Consolidated Basis, in each case, attached hereto for the fiscal quarter ended fairly present in all material respects and in accordance with GAAP respectively the financial position of the Cdn Borrower as at the end of such fiscal quarter;

		[or]

		The audited consolidated Financial Statements of the Cdn Borrower, the management prepared Financial Statements of the Cdn Borrower (other than the statements of cash flows) on an Adjusted Consolidated Basis, in each case, attached hereto for the fiscal year ended fairly present in all material respects and in accordance with GAAP the financial position of the Cdn Borrower as at the end of such fiscal year, and Appendix I hereto contains a reconciliation of, or an explanation of, the difference between the consolidated financial statements of the Cdn Borrower and those prepared on an Adjusted Consolidated Basis (other than those relating to the statements of cash flows).

5.		The covenant analysis and information set forth in Appendix II hereto are true and correct as of the date of this Compliance Certificate and relate to the [fiscal quarter/year] ended on [date] (the “Quarter” or the “Year”).

6.		For the purposes of the calculation of Asset Dispositions pursuant to Section 15.8.5, in the twelve (12) months preceding the end of the [Quarter/Year], there have been no Asset Dispositions [except for [describe any Asset Dispositions and set forth a reasonably detailed calculation of (i) the book value or fair market value, whichever is greater, of such Assets Dispositions, (ii) the percentage that such book value or fair market value, as the case may be, represents relative to the Tangible Net Assets of the Cdn Borrower, and (iii) the Net Cash Proceeds received from all Asset Dispositions and a description of the applications of such Net Proceeds]].

7.		To my knowledge, the representations and warranties contained in the Amended and Restated Credit Agreement are true as of the date hereof (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct as of such date).

8.		Attached hereto as Appendix III is a revised corporate structure chart updating as at the last day of the Quarter the information contained in Schedule “F”.

Schedule J — Page 3
Amended and Restated Credit Agreement

Signed at , this day of , 200___.



Name:
Title:

Schedule J — Page 4
Amended and Restated Credit Agreement

APPENDIX I

RECONCILIATION OF CONSOLIDATED
AND ADJUSTED CONSOLIDATED
FINANCIAL STATEMENTS

Year ending

Schedule J — Page 5
Amended and Restated Credit Agreement

APPENDIX II

Maintenance of Ratios (Section 14.1)¹
on Pro Forma Basis

Quarter ending


1.	Leverage Ratio

	Ø Debt (as hereinbelow calculated)	$


	Ø EBITDA (as hereinbelow calculated)	$


	Ratio of (i) Debt to (ii) EBITDA =


	(cannot exceed 3.00:1.00, 3.25:1.00 or 3.50:1.00, as
	the case may be)

2.	Net Worth

	Shareholders’ Equity of the Cdn Borrower (excluding
	foreign exchange translation adjustments and any
	write-up in the value of assets as a result of any
	reassessment thereof) =		$


	(cannot be less than $1.5 Billion)

3.	Interest and Rent Coverage Ratio

	Ø EBITDAR	$


	Ø Interest Expense	$


	Ø Operating Rentals	$


	Ratio of (i) EBITDAR to (ii) the total of the
	Interest Expense and the Operating Rentals =


	(cannot be less than 1.50:1.00)


		Note:

1.		Ratios are to be calculated on a Consolidated Basis or Adjusted Consolidated Basis (as applicable pursuant to Section 14.2 of the Amended and Restated Credit Agreement).

Schedule J — Page 6
Amended and Restated Credit Agreement

Calculation of Debt

Indebtedness for borrowed money

plus

ii)

deferred purchase price of goods and services

plus

iii)

Negative Value of Derivative Instruments that

exceeds $20,000,000

plus

iv)

amount of any Securitization Program

plus

obligations secured by Liens

plus

vi)

Capital Leases and Synthetic Leases

plus

vii)

deferred credit on Customer Contracts

plus

viii)

B/A’s, letters of credit , letters of guarantee

plus

ix)

Guarantees

equals

Debt =

Schedule J — Page 7
Amended and Restated Credit Agreement

II.

Calculation of EBITDAR (last 12 months)

net income or loss

minus or plus

ii)

gains or losses re: extraordinary items

plus

iii)

depreciation and amortization expense

plus

iv)

Interest Expense

plus

income tax expense

plus

vi)

Operating Rentals

plus

vii)

Readjustment Charges

plus

viii)

Option Expenses

minus

ix)

Excluded Discounts

equals

EBITDAR =

III.

Calculation of EBITDA (last 12 months)

EBITDAR

minus

ii)

Operating Rentals

equals

EBITDA =

Tangible Net Assets And Revenues
of Restricted Group (Section 14.2)

the Tangible Net Assets of the Restricted Group were, as at the end of the [Quarter/Year] equal to <*>% of the Tangible Net Assets of the Cdn Borrower; and

the reported combined revenues of the Restricted Group were, as at the end of the [Quarter/Year] equal to <*>% of the Tangible Net Assets of the Cdn Borrower.

Schedule J — Page 8
Amended and Restated Credit Agreement

APPENDIX III

CORPORATE STRUCTURE

<*>

Schedule K — Page 1
Amended and Restated Credit Agreement

SCHEDULE “K”

CONVERSION REQUEST

Date:

NATIONAL BANK OF CANADA
as Administrative Agent
Loan Administration
Customer Service Center
Suite 603
5650 Iberville Street
Transit no. 0708-1
Montréal, Québec H2G 2B3

Ladies and Gentlemen:

We refer you to the Cdn$1,500,000,000 amended and restated credit agreement dated as of December 20, 2004, as amended and restated as of January 12, 2006, as further amended as of April 21, 2006 and September 15, 2006 and as further amended and restated as of August 10, 2007, entered into among CGI Group Inc. and CGI Technologies and Solutions Inc., as Borrowers, the several lenders set forth in Schedule “A” thereto from time to time, as Lenders, National Bank of Canada, as Administrative Agent, National Bank Financial Inc., J.P. Morgan Securities Inc. and Caisse centrale Desjardins, as Lead Arrangers, National Bank Financial Inc., J.P. Morgan Securities Inc. and Caisse centrale Desjardins, as Joint Book Runners, JPMorgan Chase Bank, N.A. and Caisse centrale Desjardins, as Syndication Agents, and Canadian Imperial Bank of Commerce, The Toronto-Dominion Bank and Bank of America, N.A., as Documentation Agents (which agreement, as same may be amended, supplemented, restated, replaced or otherwise modified from time to time is hereinafter referred to as the “Amended and Restated Credit Agreement”).

Unless otherwise defined herein or unless there be something in the subject or the context inconsistent therewith, all capitalized terms and expressions used herein shall have the same meaning as that ascribed to them from time to time in the Amended and Restated Credit Agreement.

Pursuant to Section 7.1 of the Amended and Restated Credit Agreement, we hereby request a conversion or rollover of a portion of the [Cdn Revolving Loans or US Revolving Loans], as indicated in [Table 1 or Table 2] attached hereto, such conversion or rollover to occur on Note 1.

For that purpose, we represent and warrant that, to our knowledge, each and every one of the representations and warranties made under the Amended and Restated Credit Agreement are true and correct on the date of this Conversion Request (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct as of such date).

Schedule K — Page 2
Amended and Restated Credit Agreement

We further represent and warrant that no Default or Event of Default has occurred and is continuing as of the date of such certificate which has not theretofore been disclosed to the Administrative Agent.

Note 2


	Yours truly,

		CGI GROUP INC.
		and/or
		CGI TECHNOLOGIES AND SOLUTIONS INC.

	Per:




Notes:

1.		Specify the date of the conversion or rollover.

2.		The Conversion Request relating to (i) the Cdn Revolving Facility must be issued by the Cdn Borrower, and (ii) the US Revolving Facility must be issued by the US Borrower.

Schedule K — Page 3
Amended and Restated Credit Agreement

TABLE 1

CDN REVOLVING FACILITY

FROM:

TO:

Borrowing

Selected

Amount or

Interest

Form of

Selected Maturity

Form of

Date or

Maturity

Selected

(if

Advance

Date

Advance

Issuance Date

Date

Period

Amount

applicable)

Prime Rate Loans

N/A

Prime Rate Loans

200_

N/A

Cdn$

Prime Rate Basis

US Base Rate Loans

N/A

US Base Rate Loans

200_

N/A

US$

US Base Rate Basis

Libor Loans

Note 3

Libor Loans

200_

Note 3

1 month

US$

Libor Basis

2 months

US$

3 months

US$

6 months

US$

Libor Loans

Note 3

Libor Loans

200_

Note 3

1 month

Libor Basis

2 months

3 months

6 months

Schedule K — Page 4
Amended and Restated Credit Agreement

FROM:

TO:

Borrowing

Selected

Amount or

Interest

Form of

Selected Maturity

Form of

Date or

Maturity

Selected

(if

Advance

Date

Advance

Issuance Date

Date

Period

Amount

applicable)

Libor Loans

Note 3

Libor Loans

200_

Note 3

1 month

€

Libor Basis

2 months

€

3 months

€

6 months

€

Note 3

200_

Note 3

Cdn$

N/A

US$

Note 4

Note 3

200_

Note 3

1 month

Cdn$

N/A

2 months

Cdn$

3 months

Cdn$

6 months

Cdn$

Schedule K — Page 5
Amended and Restated Credit Agreement

TABLE 2

US REVOLVING FACILITY

FROM:

TO:

Borrowing

Selected

Amount or

Interest

Form of

Selected Maturity

Form of

Date or

Maturity

Selected

(if

Advance

Date

Advance

Issuance Date

Date

Period

Amount

applicable)

US Prime Rate Loans

N/A

US Prime Rate Loans

200_

N/A

US$

US Prime Rate Basis

Libor Loans

Note 3

Libor Loans

200_

Note 3

1 month

US$

Libor Basis

2 months

US$

3 months

US$

6 months

US$

Libor Loans

Note 3

Libor Loans

200_

Note 3

1 month

Libor Basis

2 months

3 months

6 months

Libor Loans

Note 3

Libor Loans

200_

Note 3

1 month

€

Libor Basis

2 months

€

3 months

€

6 months

€

Schedule K — Page 6
Amended and Restated Credit Agreement

FROM:

TO:

Borrowing

Selected

Amount or

Interest

Selected Maturity

Form of

Date or

Maturity

Selected

(if

Form of Advance

Date

Advance

Issuance Date

Date

Period

Amount

applicable)

Note 3

200__

Note 3

US$

N/A

Note 4

3.		Specify the Selected Maturity Date, which must fall within the Revolving Period.

4.		Specify currency (which shall be any one of £, € and the Agreed Foreign Currencies).

Schedule L — Page 1
Amended and Restated Credit Agreement

SCHEDULE “L”

CUSTOMER CONTRACT CERTIFICATE

Date:

National Bank of Canada
as Administrative Agent
Loan Administration
Customer Service Center
Suite 603
5650 Iberville Street
Transit no. 0708-1
Montréal, Québec H2G 2B3

Ladies and Gentlemen:

Unless otherwise defined herein or unless there be something in the subject or the context inconsistent therewith, all capitalized terms and expressions used herein shall have the same meaning as that ascribed to them from time to time in the Amended and Restated Credit Agreement.

This certificate is delivered to you pursuant to subsection 14.7.3 of the Amended and Restated Credit Agreement in connection with [Insert details of the customer contract] (the “Customer Contract”).

I, the undersigned, , of the Cdn Borrower do hereby certify that:

1.		I have taken cognizance of all the terms of the Amended and Restated Credit Agreement and of all other Operative Documents;

2.		The covenant analysis and information set forth in Appendix I hereto are true and correct as of the date of this Customer Contract Certificate and establish compliance with the

Schedule L — Page 2
Amended and Restated Credit Agreement

Ratios on a Pro Forma Basis as at the end of [Insert relevant quarter end], after giving pro forma effect to the occurrence of the Customer Contract.

Signed at , this day of , 200 .




Name:
Title:

Schedule L — Page 3
Amended and Restated Credit Agreement

APPENDIX I

Maintenance of Ratios (Section 14.1)¹
on Pro Forma Basis

Quarter ending


1.	Leverage Ratio

	Ø Debt (as hereinbelow calculated)	$


	Ø EBITDAR (as hereinbelow calculated)	$

	Ratio of (i) Debt to (ii) EBITDAR =


	(cannot exceed 3.00:1.00, 3.25:1.00 or 3.50:1.00, as the case may be)

2.	Net Worth

	Shareholders’ Equity of the Cdn Borrower (excluding foreign
	exchange translation adjustments and any write-up in the value of
	assets as a result of any reassessment
	thereof) =		$


	(cannot be less than $1.5 Billion)

3.	Interest and Rent Coverage Ratio

	Ø EBITDAR	$


	Ø Interest Expense	$


	Ø Operating Rentals	$

	Ratio of (i) EBITDAR to (ii) the total of the Interest Expense
	and the Operating Rentals =


	(cannot be less than 1.50:1.00)


Note:

1.		Ratios are to be calculated on a Consolidated Basis or Adjusted Consolidated Basis (as applicable pursuant to Section 14.2 of the Amended and Restated Credit Agreement).

Schedule L — Page 4
Amended and Restated Credit Agreement

Calculation of Debt

Indebtedness for borrowed money

plus

ii)

deferred purchase price of goods and services

plus

iii)

Negative Value of Derivative Instruments

that exceeds $20,000,000

plus

iv)

amount of any Securitization Program

plus

obligations secured by Liens

plus

vi)

Capital Leases and Synthetic Leases

plus

vii)

deferred credit on Customer Contracts

plus

viii)

B/A’s, letters of credit, letters of

guarantee

plus

ix)

Guarantees

equals

Debt =

Schedule L — Page 5
Amended and Restated Credit Agreement

II.

Calculation of EBITDAR (last 12 months)

net income or loss

minus or plus

ii)

gains or losses re: extraordinary items

plus

iii)

depreciation and amortization expense

plus

iv)

Interest Expense

plus

income tax expense

plus

vi)

Operating Rentals

plus

vii)

Readjustment Charges

plus

viii)

Option Expenses

minus

ix)

Excluded Discounts

equals

EBITDAR =

Calculation of EBITDA (last 12 months)

EBITDAR

minus

ii)

Operating Rentals

equals

EBITDA =

Schedule M — Page 1
Amended and Restated Credit Agreement

SCHEDULE “M”

DISPOSITION CERTIFICATE

Date:

National Bank of Canada
as Administrative Agent
Loan Administration
Customer Service Center
Suite 603
5650 Iberville Street
Transit no. 0708-1
Montréal, Québec H2G 2B3

Ladies and Gentlemen:

Unless otherwise defined herein or unless there be something in the subject or the context inconsistent therewith, all capitalized terms and expressions used herein shall have the same meaning as that ascribed to them from time to time in the Amended and Restated Credit Agreement.

This certificate is delivered to you pursuant to subsection 15.8.5(iii) of the Amended and Restated Credit Agreement in connection with [Insert details of the asset disposition] (the “Asset Disposition”).

I, the undersigned, , of the Cdn Borrower do hereby certify that:

1.		I have taken cognizance of all the terms of the Amended and Restated Credit Agreement and of all other Operative Documents;

2.		The covenant analysis and information set forth in Appendix I hereto are true and correct as of the date of this Disposition Certificate and establish compliance with the Ratios on

Schedule M — Page 2
Amended and Restated Credit Agreement

a Pro Forma Basis as at the end of [Insert relevant quarter end], after giving pro forma effect to the occurrence of the Asset Disposition.

Signed at , this day of , 200___.



Name:
Title:

Schedule M — Page 3
Amended and Restated Credit Agreement

APPENDIX I

Maintenance of Ratios (Section 14.1)¹
on Pro Forma Basis

Quarter ending


1.	Leverage Ratio

	Ø Debt (as hereinbelow calculated)	$

	Ø EBITDAR (as hereinbelow calculated)	$

	Ratio of (i) Debt to (ii) EBITDAR =


	(cannot exceed 3.00:1.00, 3.25:1.00 or 3.50:1.00, as
	the case may be)

2.	Net Worth

	Shareholders' Equity of the Cdn Borrower (excluding
	foreign exchange translation adjustments and any
	write-up in the value of assets as a result of any
	reassessment thereof) =		$


	(cannot be less than $1.5 Billion)

3.	Interest and Rent Coverage Ratio

	Ø EBITDAR	$

	ØInterest Expense	$

	Ø Operating Rentals	$

	Ratio of (i) EBITDAR to (ii) the total of the
	Interest Expense and the Operating Rentals =


	(cannot be less than 1.50:1.00)


Note:

1.		Ratios are to be calculated on a Consolidated Basis or Adjusted Consolidated Basis (as applicable pursuant to Section 14.2 of the Amended and Restated Credit Agreement).

Schedule M — Page 4
Amended and Restated Credit Agreement

Calculation of Debt

Indebtedness for borrowed money

plus

ii)

deferred purchase price of goods and services

Plus

iii)

Negative Value of Derivative Instruments that

exceeds $20,000,000

plus

iv)

amount of any Securitization Program

plus

obligations secured by Liens

plus

vi)

Capital Leases and Synthetic Leases

plus

vii)

deferred credit on Customer Contracts

plus

viii)

B/A's, letters of credit , letters of guarantee

plus

ix)

Guarantees

equals

Debt =

Schedule M — Page 5
Amended and Restated Credit Agreement

II.

Calculation of EBITDAR 12 months)

net income or loss

minus or plus

ii)

gains or losses re: extraordinary items

plus

iii)

depreciation and amortization expense

plus

iv)

Interest Expense of the Restricted Group

plus

income tax expense

plus

vi)

Operating Rentals of the Restricted Group

plus

vii)

Readjustment Charges

plus

viii)

Option Expenses

minus

ix)

Excluded Discounts

equals

EBITDAR =

III.

Calculation of EBITDA (last 12 months)

EBITDAR

minus

ii)

Operating Rentals

equals

EBITDA =

Schedule N — Page 1
Amended and Restated Credit Agreement

SCHEDULE “N”

DRAW REQUEST

Date:

NATIONAL BANK OF CANADA
as Administrative Agent
Loan Administration
Customer Service Center
Suite 603
5650 Iberville Street
Transit no. 0708-1
Montréal, Québec H2G 2B3

Ladies and Gentlemen:

We refer you to the Cdn$1,500,000,000 amended and restated credit agreement dated as of December 20, 2004, as amended and restated as of January 12, 2006, as further amended as of April 21, 2006 and September 15, 2006 and as further amended and restated as of August 10, 2007, entered into among CGI Group Inc. and CGI Technologies and Solutions Inc., as Borrowers, the several lenders set forth in Schedule “A” thereto from time to time, as Lenders, National Bank of Canada, as Administrative Agent, National Bank Financial Inc., J.P. Morgan Securities Inc. and Caisse centrale Desjardins, as Lead Arrangers, National Bank Financial Inc., J.P. Morgan Securities Inc. and Caisse centrale Desjardins, as Joint Book Runners, JPMorgan Chase Bank, N.A. and Caisse centrale Desjardins, as Syndication Agents, and Canadian Imperial Bank of Commerce, The Toronto-Dominion Bank and Bank of America, N.A., as Documentation Agents (which agreement, as same may be amended, supplemented, restated, replaced or otherwise modified from time to time is hereinafter referred to as the “Amended and Restated Credit Agreement”).

Unless otherwise defined herein or unless there be something in the subject or the context inconsistent therewith, all capitalized terms and expressions used herein shall have the same meaning as that ascribed to them from time to time in the Amended and Restated Credit Agreement.

Pursuant to Section 2.6 of the Amended and Restated Credit Agreement we hereby request a Drawdown under [the Cdn Revolving Facility or the US Revolving Facility], as indicated in [Table 1 or 2] attached hereto.

For that purpose we represent and warrant that, to our knowledge, each and every one of the representations and warranties made under the Amended and Restated Credit Agreement are true and correct on the date of this Draw Request (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct as of such date).

Schedule N — Page 2
Amended and Restated Credit Agreement

We further represent and warrant that no Default or Event of Default has occurred and is continuing as of the date of this Draw Request which has not theretofore been disclosed to the Administrative Agent.

Note 1

Yours truly,²



	CGI GROUP INC.
	and/or
	CGI TECHNOLOGIES AND SOLUTIONS INC.

	Per:


Notes:

1.		Where pursuant to this Draw Request, the Borrowers desire to give a direction of payment, then the Borrowers should include the required payment information.

2.		The Draw Request relating to (i) the Cdn Revolving Facility must be issued by Cdn Borrower and (ii) the US Revolving Facility must be issued by the US Borrower.

Schedule N — Page 3
Amended and Restated Credit Agreement

TABLE 1

CDN REVOLVING FACILITY


	Borrowing	Selected		Amount or
	Date or	Maturity	Selected	Selected	Interest
Form of Advance	Issuance Date	Date	Period	Amount	(if applicable)
Prime Rate Loans	______ 200 _	N/A	N/A	Cdn$ ________	Prime Rate Basis
US Base Rate Loans	______ 200 _	N/A	N/A	US$ _________	US Base Rate Basis
Libor Loans	______ 200 _	Note 3	1 month	US$ _________	Libor Basis
			2 months	US$ _________
			3 months	US$ _________
			6 months	US$ _________
			_________	US$ _________
Libor Loans	______ 200 _	Note 3	1 month	£ ____________	Libor Basis
			2 months	£ ____________
			3 months	£ ____________
			6 months	£ ____________
			_________	£ ____________
Libor Loans	______ 200 _	Note 3	1 month	€ ____________	Libor Basis
			2 months	€ ____________
			3 months	€ ____________
			6 months	€ ____________
			_________	€ ____________
LC	______ 200 _	Note 3	___________	Cdn$ ________	N/A
				US$ _________
				Note 4
				____________

Schedule N — Page 4
Amended and Restated Credit Agreement


	Borrowing	Selected		Amount or
	Date or	Maturity	Selected	Selected	Interest
Form of Advance	Issuance Date	Date	Period	Amount	(if applicable)
BA	______ 200 _	Note 3	1 month	Cdn$ ________	N/A
			2 months	Cdn$ ________
			3 months	Cdn$ ________
			6 months	Cdn$ ________
			_________	Cdn$ ________

Schedule N — Page 5
Amended and Restated Credit Agreement

TABLE 2

US REVOLVING FACILITY


	Borrowing	Selected		Amount or
	Date or	Maturity	Selected	Selected	Interest
Form of Advance	Issuance Date	Date	Period	Amount	(if applicable)
US Prime Rate Loans	______ 200 _	Note 3	N/A	US$ _________	US Prime Rate Basis
Libor Loans	______ 200 _	Note 3	1 month	US$ _________	Libor Basis
			2 months	US$ _________
			3 months	US$ _________
			6 months	US$ _________
			_________	US$ _________
Libor Loans	______ 200 _	Note 3	1 month	£ ___________	Libor Basis
			2 months	£ ___________
			3 months	£ ___________
			6 months	£ ___________
			_________	£ ___________
Libor Loans	______ 200 _	Note 3	1 month	€ ___________	Libor Basis
			2 months	€ ___________
			3 months	€ ___________
			6 months	€ ___________
			_________	€ ___________
LC	______ 200 _	Note 3	___________	US$ ________	N/A
				Note 4
				____________


Notes:

3.		Specify the Selected Maturity Date, which must fall within the Revolving Period.

4.		Specify currency (which shall be any one of £, € and the Agreed Foreign Currencies).

Schedule O — Page 1
Amended and Restated Credit Agreement

SCHEDULE “O”

EXISTING LCs

Active Letters of Credit

As of 12/14/2004

Issuing

CAD

Beneficiary

Bank

LC number

Amount

Currency

equivalent

Start Date

End Date

Comment

Continental Insurance Company

Bank of America

7413352

6,784,000

USD

8,103,488

14-Jan-04

09-Jan-05

will be renewed under new US facility

Computershare Trust Company of Canada

CIBC

SBGM 726901

4,550,000

CAD

4,550,000

01-Apr-04

31-Mar-05

—

Ville de Laval

CIBC

SBGM 725671

2,000,000

CAD

2,000,000

22-Sep-03

12-Oct-05

Auto renewal unless 60 days notice until 12-Oct-07

CDM de Montréal Inc.

CIBC

SBGM 730024

1,300,000

CAD

1,300,000

13-Feb-04

31-Jan-05

—

American Home Assurance Company

CIBC

SBGM 725744

1,000,000

CAD

1,000,000

01-Mar-04

28-Feb-05

Auto renewal unless 30 days notice

Minister of Finance of Alberta

BMO

362832

1,000,000

CAD

1,000,000

23-Jul-02

31-Aug-05

Auto renewal unless 30 days notice

Workers’ Compensation Board of the Northwest Territories and Nunavut

CIBC

SBGM732474

500,000

CAD

500,000

30-Sep-04

28-Sep-07

—

Sentry Insurance*

CIBC

SBGM 729155

275,000

USD

328,488

28-Nov-03

28-Nov-05

Auto renewal unless 60 days notice

Minister of Finance of Alberta

CIBC

SBGM732908

250,000

CAD

250,000

08-Nov-04

31-Oct-06

—

R.Reusse Construction Co. Limited

CIBC

SBGM 726424

127,675

CAD

127,675

25-Apr-03

02-May-05

Auto renewal unless 30 days notice

Mastercard International*

BMO

315982

100,000

USD

119,450

01-Nov-99

27-Sep-05

Auto renewal unless 60 days notice

Mr Joel Pollack

CIBC

SBGM 729884

59,813

CAD

59,813

02-Feb-04

30-May-04

Auto renewal unless 60 days notice

The Travelers Indemnity Company*

CIBC

SBGM732263

50,000

USD

59,725

09-Sep-04

03-Oct-05

Auto renewal unless 90 days notice

Société des loteries vidéo du Québec

CIBC

SBGM 727675

50,000

CAD

50,000

23-Jul-03

04-Jul-05

—

19,448,639


*		e-rate CAD-USD = 1.1945

Schedule P — Page 1
Amended and Restated Credit Agreement

SCHEDULE “P”

FACILITY REALLOCATION REQUEST

Date:

NATIONAL BANK OF CANADA
as Administrative Agent
Loan Administration
Customer Service Center
Suite 603
5650 Iberville Street
Transit no. 0708-1
Montréal, Québec H2G 2B3

Ladies and Gentlemen:

We refer you to the Cdn$1,500,000,000 amended and restated credit agreement dated as of December 20, 2004, as amended and restated as of January 12, 2006, as further amended as of April 21, 2006 and September 15, 2006 and as further amended and restated as of August 10, 2007, entered into among CGI Group Inc. and CGI Technologies and Solutions Inc., as Borrowers, the several lenders set forth in Schedule “A” thereto from time to time, as Lenders, National Bank of Canada, as Administrative Agent, National Bank Financial Inc., J.P. Morgan Securities Inc. and Caisse centrale Desjardins, as Lead Arrangers, National Bank Financial Inc., J.P. Morgan Securities Inc. and Caisse centrale Desjardins, as Joint Book Runners, JPMorgan Chase Bank, N.A. and Caisse centrale Desjardins, as Syndication Agents, and Canadian Imperial Bank of Commerce, The Toronto-Dominion Bank and Bank of America, N.A., as Documentation Agents (which agreement, as same may be amended, supplemented, restated, replaced or otherwise modified from time to time is hereinafter referred to as the “Amended and Restated Credit Agreement”).

Unless otherwise defined herein or unless there be something in the subject or the context inconsistent therewith, all capitalized terms and expressions used herein shall have the same meaning as that ascribed to them from time to time in the Amended and Restated Credit Agreement.

We hereby request an adjustment to the Revolving Facilities pursuant to Section 2.15 of the Amended and Restated Credit Agreement such that as of the Cdn Revolving Facility shall be equal to Cdn$ and the US Revolving Facility shall be equal to Cdn$ .

[or]

We hereby request an adjustment to the Swingline Facilities pursuant of Section 2.15 of the Amended and Restated Credit Agreement such as of the Cdn Swingline Commitment Amount shall be equal to Cdn$ and the US Swingline Commitment Amount shall be equal to Cdn$ .

Schedule P — Page 2
Amended and Restated Credit Agreement

Yours truly,

Schedule Q — Page 1
Amended and Restated Credit Agreement

SCHEDULE “Q”

LOAN TRANSFER AGREEMENT

among

<*>
as Assignor

and

<*>
as Assignee

and

CGI GROUP INC.
CGI TECHNOLOGIES AND SOLUTIONS INC.
as Borrowers

and

NATIONAL BANK OF CANADA
as Administrative Agent

and

[NAME OF EACH OF THE GUARANTORS AS AT THE DATE
OF THE LOAN TRANSFER AGREEMENT]
as Guarantors

Dated as of <*>

Schedule Q — Page 2
Amended and Restated Credit Agreement

LOAN TRANSFER AGREEMENT entered into in Montréal, Province of Québec, as of <*>.


AMONG:		<*>, as Assignor;

AND:		<*>, as Assignee;

AND:		CGI GROUP INC., as Cdn Borrower;

AND:		CGI TECHNOLOGIES AND SOLUTIONS INC., as US Borrower;

AND:		NATIONAL BANK OF CANADA, as Administrative Agent;

AND:		[NAME OF EACH OF THE GUARANTORS AS AT THE DATE OF THE LOAN TRANSFER AGREEMENT], as Guarantors;

WHEREAS a Cdn$1,500,000,000 amended and restated credit agreement dated as of December 20, 2004, as amended and restated as of January 12, 2006, as further amended as of April 21, 2006 and September 15, 2006 and as further amended and restated as of August 10, 2007, entered into among CGI Group Inc. and CGI Technologies and Solutions Inc., as Borrowers, the several lenders set forth in Schedule “A” thereto from time to time, as Lenders, National Bank of Canada, as Administrative Agent, National Bank Financial Inc., J.P. Morgan Securities Inc. and Caisse centrale Desjardins, as Lead Arrangers, National Bank Financial Inc., J.P. Morgan Securities Inc. and Caisse centrale Desjardins, as Joint Book Runners, JPMorgan Chase Bank, N.A. and Caisse centrale Desjardins, as Syndication Agents, and Canadian Imperial Bank of Commerce, The Toronto-Dominion Bank and Bank of America, N.A., as Documentation Agents (which agreement, as same may be amended, supplemented, restated, replaced or otherwise modified from time to time is hereinafter referred to as the “Amended and Restated Credit Agreement”)

WHEREAS <*>, as Assignor, wishes to exercise its rights under Section 22.5 of the Amended and Restated Credit Agreement and to Assign to <*> as Assignee, a portion of the Loans of the Borrowers outstanding to the Assignor pursuant to the Amended and Restated Credit Agreement and to have <*>, as Assignee, assume an equivalent portion of the Commitments and other obligations of the Assignor thereunder, the whole on the terms and conditions herein contained;

NOW THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION BETWEEN THE ASSIGNOR AND THE ASSIGNEE, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED BY THE ASSIGNOR, THE PARTIES HERETO HAVE AGREED AS FOLLOWS:

Schedule Q — Page 3
Amended and Restated Credit Agreement

ARTICLE 1

INTERPRETATION

1.1		Incorporation herein of the Definitions found in the Amended and Restated Credit Agreement. The words and expressions bearing initial capital letters used in this Agreement, in its schedules and in any deed, document or agreement supplemental or ancillary hereto, unless there be something in the subject or the context inconsistent therewith, shall have the meaning ascribed to them from time to time in the Amended and Restated Credit Agreement.

1.2		Definitions. The following words and expressions, wherever used in this Agreement, in its schedules and in any deed, document or agreement supplemental or ancillary hereto, unless there be something in the subject or the context inconsistent therewith, shall have the following meanings:

	1.2.1		“Amended and Restated Credit Agreement” has the meaning ascribed to it in the first preamble paragraph of this Agreement;

	1.2.2		“Assigned Assets” is the collective reference to all that the Assignor is assigning unto the Assignee under the provisions of Section 2.1;

	1.2.3		“Assigned Portion” means the undivided portion equal to the quotient resulting from the division of [<>N.B.: Insert the amount of that portion of the Commitments of the Assignor that is to be Assigned<>] by [<>N.B.: Insert the amount of the Commitments of the Assignor immediately prior to the Assignment contemplated by this Agreement<>], expressed as a percentage rounded off, if necessary, to the nearest third decimal point;

	1.2.4		“Assignee” means <*>, and includes any successor or assign thereof;

	1.2.5		“Assignor” means <*>, and includes any successor or assign thereof;

	1.2.6		“Guarantors” is the collective reference to the Restricted Credit Parties;

	1.2.7		“this Agreement”, “these presents”, “herein”, “hereby”, “hereunder”, “hereof” and other similar expressions refer collectively to this loan transfer agreement, its schedules as well as any deed or instrument which is supplementary or ancillary hereto or in implementation hereof.

1.3		General Interpretation. Unless otherwise provided, words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine gender and vice versa, and all references to dollars shall mean Cdn $.

1.4		Division into Articles. The division of this Agreement into Articles, Sections, subsections, paragraphs and subparagraphs and the insertion of titles are for convenience

Schedule Q — Page 4
Amended and Restated Credit Agreement

		of reference only and do not affect the meaning or the interpretation of the present Agreement.

1.5		Preamble. The preamble of this Agreement shall form an integral part hereof as if recited at length herein.

1.6		Governing Law. This Agreement and the interpretation and enforcement thereof shall be governed by the Laws of the Province of Québec and the federal Laws of Canada applicable therein.

ARTICLE 2

ASSIGNMENT

2.1

Assignment by Assignor. The Assignor does hereby sell, assign, cede and transfer the following unto the Assignee, hereunto present and accepting:

	2.1.1		the Assigned Portion of the Loan of the Assignor as well as the Assigned Portion of all the rights, titles and interests of the Assignor in and to the said Loans including, without limitation, the present and continuing right to make claim for, collect and receive such Loans;

	2.1.2		the Assigned Portion of the Operative Documents and of all the rights, titles and interests of the Assignor in and to all said documents and the Assigned Portion of all other rights, recourses and benefits created and intended to be created in favour of the Assignor, whether directly or beneficially, under the said documents and each one thereof; and

	2.1.3		all opinions or certificates of advocates, notaries, consultants, engineers, experts and other professionals issued pursuant to or otherwise contemplated by the provisions of the Operative Documents and the Assigned Portion of all of the rights, titles and interests of the Assignor in and to all said opinions and certificates.

	2.2		Sale Price. The Assignments made under the terms of Section 2.1 are in consideration of a sale price established by the Assignor and the Assignee and paid this day by the Assignee to the Assignor, the receipt of which is hereby acknowledged by the Assignor, whereof quit. The Assignor and the Assignee do hereby acknowledge that all adjustments have been made as of the date hereof to their complete satisfaction.

	2.3		No Warranty. Subject to the representations and warranties made by the Assignor to the Assignee under the provisions of Article 4, the Assignments made under the terms of Section 2.1 are without any other warranty whatsoever, whether legal or contractual, the Assignee accepting the Assigned Assets at its own risk.

Schedule Q — Page 5
Amended and Restated Credit Agreement

2.4		Assumption of Obligations by the Assignee. The Assignor does hereby require the Assignee to and the Assignee does hereby assume, to the complete exoneration of the Assignor, the Assigned Portion of the Commitments of the Assignor and of all other obligations of the Assignor under the Operative Documents and agrees to be bound by all of the terms thereof as fully as though it were an original party to the Amended and Restated Credit Agreement (and a “Lender” thereunder) and to each of the Operative Documents to which the Assignor is a party, directly or through the Administrative Agent or with respect to which the Assignor directly or through the Administrative Agent has any obligation or liability.

2.5		Indemnification by the Assignee. As it relates to the Assigned Assets only, the Assignee hereby covenants and agrees to indemnify and hold the Assignor harmless from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Assignor in any way relating to or arising out of any action taken or omitted by the Assignee as of and from the date hereof, under the Operative Documents or any other document contemplated by any one thereof or by this Agreement.

2.6		Indemnification by the Assignor. As it relates to the Assigned Assets only, the Assignor hereby covenants and agrees to indemnify and hold the Assignee harmless from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may be imposed on, incurred by or asserted against the Assignee in any way relating to or arising out of any action taken or omitted by the Assignor or any predecessor thereof prior to the date hereof under the Operative Documents or any other document contemplated by any one thereof or by this Agreement.

2.7		Acceptance and Acknowledgement by the Borrowers. The Borrowers do hereby:

	2.7.1		consent, accept and acquiesce in all of the Assignments of the Assigned Assets made by the Assignor to the Assignee under the provisions of Section 2.1;

	2.7.2		accept and acquiesce in the assumption by the Assignee of all the obligations of the Assignor as set out in Section 2.4 and forever releases and discharges the Assignor from such obligations and liabilities. Such release and discharge is effective as of the date hereof;

	2.7.3		acknowledge and agree that all monies advanced by the Assignee, to the order of or on account of it as a consequence of the assumptions by the Assignee of the obligations of the Assignor as set out in Section 2.4, shall constitute Advances under the Amended and Restated Credit Agreement in the same manner and to the same extent as that presently provided for the benefit of the Assignor, and furthermore the Assignee:

Schedule Q — Page 6
Amended and Restated Credit Agreement

	2.7.3.1		shall be entitled to the benefits of the provisions of the Operative Documents as fully as though it were an original party to the Amended and Restated Credit Agreement (and a “Lender” thereunder) and each of the Operative Documents with respect to Advances previously made by the Assignor and Assigned under the terms hereof, as well as with respect to any Advance to be made by the Assignee after the date hereof; and

	2.7.3.2		may exercise, in accordance with the provisions of the Amended and Restated Credit Agreement, any and all rights of compensation with respect to any and all amounts owed by the Borrowers to the Assignee as assignee with respect to Advances previously made by the Assignor and Assigned under the terms hereof, as well as with respect to any Advance to be made by the Assignee after the date hereof; and

2.7.4

acknowledge receipt of this Agreement.

The provisions of this Section 2.7 are not limitative of those of Section 22.5 of the Amended and Restated Credit Agreement but rather are in furtherance thereof.

2.8

Acceptance and Acknowledgement by the Guarantors. Each of the Guarantors does hereby:

	2.8.1		consent, accept and acquiesce in all of the Assignments of the Assigned Assets made by the Assignor to the Assignee under the provisions of Section 2.1;

	2.8.2		accept and acquiesce in the assumption by the Assignee of all the obligations of the Assignor as set out in Section 2.4 and forever releases and discharges the Assignor from such obligations and liabilities. Such release and discharge is effective as of the date hereof;

	2.8.3		acknowledge and agree that the Assignee shall be entitled to the benefits of the provisions of the Operative Documents as fully as though it were an original party to the Amended and Restated Credit Agreement (and a “Lender” thereunder) and each of the Operative Documents with respect to Advances previously made by the Assignor and Assigned under the terms hereof, as well as with respect to any Advances to be made by the Assignee after the date hereof; and

	2.8.4		acknowledge receipt of this Agreement.

The provisions of this Section 2.8 are not limitative to those of Section 22.5 of the Amended and Restated Credit Agreement or Article 8 of the Guarantee Agreements, but rather are in furtherance thereof.

Schedule Q — Page 7
Amended and Restated Credit Agreement

2.9

Consent of and Acknowledgement by Administrative Agent. The Administrative Agent does hereby:

	2.9.1		consent to and acquiesce in all of the Assignments of the Assigned Assets made by the Assignor to the Assignee under the provisions of Section 2.1;

	2.9.2		acknowledge that this Agreement constitutes for all purposes the instrument referred to in Section 22.5 of the Amended and Restated Credit Agreement as being required to make effective the Assignment from the Assignor to the Assignee herein provided and declares itself satisfied with the form and substance of this Agreement; and

	2.9.3		acknowledge receipt of the amount of Cdn $3,500 paid to it this day by the Assignor in accordance with the provisions of Section 22.5 of the Amended and Restated Credit Agreement.

2.10		Appointment of Administrative Agent by the Assignee. In furtherance of the provisions of Section 20.1 of the Amended and Restated Credit Agreement, the Assignee hereby irrevocably appoints and authorizes the Administrative Agent, to take such actions as agent on its behalf and to exercise such powers under the Operative Documents and each one thereof as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto.

2.11		Execution of Additional Documents. Each of the parties hereto will do, execute, acknowledge, obtain and deliver, or cause to be done, executed, acknowledged, obtained and delivered, all and every such further deeds, documents, sales, assignments, cessions, transfers, registrations, filings, notifications, authorizations or approvals as the Assignee may reasonably require or request to give full force and effect to the provisions hereof and to carry out the intent and purpose hereof.

2.12		Amendment to Schedule “A” of the Amended and Restated Credit Agreement. In furtherance of the provisions hereof and of Section 22.5 of the Amended and Restated Credit Agreement, the parties hereto do hereby expressly acknowledge and agree that in accordance with the provisions of Section 22.5 of the Amended and Restated Credit Agreement, as of and from the date hereof, Schedule “A” of the Amended and Restated Credit Agreement is hereby amended so that with respect to the Commitments of the Assignor and the Assignee only, it shall hereafter read as follows:


		RATEABLE SHARE		RATEABLE SHARE OF
	CDN REVOLVING	OF CDN	US REVOLVING	US OPERATING
NAME OF LENDER	COMMITMENT	REVOLVING FACILITY	COMMITMENT	FACILITY
<*>	Cdn$<*>	<*>%	Cdn$<*>	<*>%
<*>	Cdn$<*>	<*>%	Cdn$<*>	<*>%
<*>	Cdn$<*>	<*>%	Cdn$<*>	<*>%

Schedule Q — Page 8
Amended and Restated Credit Agreement

ARTICLE 3

THE DOCUMENTS

3.1		Provisions of Operative Documents to Apply to the Assignee. Without in any way limiting the generality of any other provision hereof, the Borrowers and National Bank of Canada, as Administrative Agent for the Lenders, hereby expressly acknowledges, declares and agrees that all provisions of the Operative Documents in respect of and making reference to the Lenders or a Lender are all in respect and in favour of the Assignee in the same manner and to the same extent as if the Assignee were an original party thereto. By its execution hereof, the Assignee accepts the benefit of the foregoing and acknowledges, declares and agrees that it shall be bound by all of the aforesaid provisions of the Operative Documents and same shall apply to it as fully as though it were an original party thereto.

3.2		Acknowledgement by the Guarantors. The Guarantors do hereby expressly acknowledge, declare, agree and confirm that the Assignee, through the naming of National Bank of Canada, as Administrative Agent for the Lenders, in the Guarantee and Subordination Agreement, is and is hereby acknowledged for all purposes of the Guarantee and Subordination Agreement as the beneficiary and holder of the guarantees created thereunder as fully as though the Assignee were an original party thereto.

3.3		Confirmation of Agency by Assignee. The Assignee hereby expressly acknowledges, declares, agrees and confirms, for the benefit of the Borrowers and the Lenders that:

	3.3.1		the Administrative Agent in executing the Operative Documents or any other document contemplated hereby or thereby as the Administrative Agent has always had and continues to have its irrevocable mandate to act for and on behalf of the Assignee in the execution of the aforesaid documents and in the assumption and performance of the obligations of the Assignee thereunder and to bind and oblige the Assignee thereunder, the whole in the same manner and to the same extent as though the Assignee were an original party to the aforesaid documents and, to the extent same may be necessary, the Assignee hereby irrevocably confirms the aforesaid mandate of the Administrative Agent; and

	3.3.2		the execution by the Administrative Agent of the Operative Documents or any other document contemplated hereby or thereby shall constitute for all purposes of said agreements and documents, the intervention of the Assignee under the said agreements and documents as an original party thereto.

3.4

Intervention of Lenders into this Deed. The Administrative Agent represents in accordance with the provisions of the instruments referred to in Section 20.1 of the

Schedule Q — Page 9
Amended and Restated Credit Agreement

Amended and Restated Credit Agreement that it has been mandated or shall have its mandate confirmed, as the case may be, by each and every Person who may, at any time and from time to time, become a Lender, so that the Administrative Agent may act for and on its behalf in the execution of this Agreement and in the assumption and performance of its obligations hereunder in the same manner and to the same extent as though such Person were an original party to this Agreement.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

4.1

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee that as of the date hereof, prior to giving effect to this Assignment, the Loan of the Assignor under the Amended and Restated Credit Agreement and the other Operative Documents is as follows:


		Interest Accrued	Interest Due But	Stand-By Fee Accrued
	Principal	But Not Yet Payable	Not Yet Paid	But Not Yet Payable
Cdn Revolving Loan	[<*>]	[<*>]	[<*>]	[<*>]
US Revolving Loan	[<*>]	[<*>]	[<*>]	[<*>]

4.2		Representations with Respect to Prior Assignments. Notwithstanding the provisions of Section 2.3, the Assignor hereby represents and warrants to the Assignee that it has not executed any Assignment of any of the Assigned Assets or of any of its rights, titles or interests in and to the Assigned Assets, or any part thereof, nor has it granted any Participations with respect to the whole or any part thereof which are still in force, nor has it performed any act or executed any instrument which might prevent the Assignee from operating under any of the terms and conditions of this Agreement or any of the Operative Documents or which would limit the Assignee in any such operation.

4.3		No Further Representations. Except as otherwise expressly provided herein, the Assignee confirms that this Agreement is entered into by the Assignee without any representations or warranties by the Assignor or the Administrative Agent on any matter whatsoever including, without limitation, the effectiveness, validity, legality, enforceability, adequacy or completeness of the Operative Documents or any document delivered pursuant thereto or in connection therewith or any of the terms, covenants and conditions therein or on the financial condition, creditworthiness, condition, business, status or nature of the Borrowers. The Assignee confirms that it has relied solely on its own investigations and analysis in connection with all such matters and all other matters incidental to this Agreement and the Operative Documents and the transactions contemplated by any one thereof and the Assignee confirms that it has not in any way relied upon, and will not hereafter rely upon, the Assignor or the Administrative Agent in respect of any such matters.

Schedule Q — Page 10
Amended and Restated Credit Agreement

4.4

Representation of the Assignee. The Assignee represents to the Administrative Agent and the Borrowers that as of the date hereof, pursuant to Applicable Law, no one among the Administrative Agent, the Borrowers and the Assignor shall be required to withhold taxes relating to a payment to be made to the Assignee with respect to the Loan. [NOTE TO DRAFT: This representation will need to be adapted to the particular circumstances of the Assignee.]

ARTICLE 5

MISCELLANEOUS

5.1		Notices. Except as otherwise specified herein, all notices, requests, demands or other communications to or upon the respective parties hereto shall be deemed to have been duly given or made to the party to which such notice, request, demand or other communication is required or permitted to be given or made under this Agreement, when delivered to such party (by certified mail, postage prepaid, or by telecopier or hand delivery) at its address and attention set forth with its signature below or at such other address as any of the parties hereto may hereafter notify the others in writing. No other method of giving notice is hereby precluded.

5.2		Rights of Other Lenders Not Affected. Nothing herein contained shall be construed or interpreted as in any way affecting or diminishing in any manner whatsoever any of the rights, titles, interests, powers and remedies of any one of the Lenders other than the Assignor in connection with the Loans or any other rights, titles, interests, powers and remedies said Lenders may have under or in connection with the Operative Documents or any other document referred to therein, nor shall any of the Assignments of the Assigned Assets effected under Section 2.1, whether directly or indirectly, constitute any Assignment of any right, title and interest any of the said Lenders may have in any of the Assigned Assets.

5.3		Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument.

5.4		Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.

5.5		No Novation etc. This Agreement shall not constitute a payment nor shall it operate novation of any amount due under the Amended and Restated Credit Agreement and shall not operate by way of compensation, set-off or confusion of or merge with, any indebtedness or liability of the Borrowers or of any other Person or Persons to the Assignee under any deed, guarantee, contract, bill of exchange, promissory note, letter of

Schedule Q — Page 11
Amended and Restated Credit Agreement

credit, certificate of deposit or other instrument by which the same may now or at any time hereafter be represented or evidenced.

5.6		Acceptance by other Lenders. Without in any way limiting the generality of the provisions of Section 5.2, to the extent that same may be necessary, the Administrative Agent, for itself and on behalf of the other Lenders, does hereby consent to and accept the Assignments herein provided.

5.7		Other Rights of Assignor not Affected. Nothing herein contained shall be interpreted as in any way affecting or diminishing in any manner whatsoever any of the rights, titles, interests, powers and remedies of the Assignor in connection with or pertaining to the Loans of the Assignor not forming part of the Assigned Assets, or any other rights, titles, interests, powers and remedies the Assignor may have under or in connection with the Operative Documents or any of the documents referred to in any one therein, not forming part of the Assigned Assets. Furthermore, none of the Assignments of the Assigned Assets effected under Section 2.1, whether directly or indirectly, shall constitute any Assignment, of the remaining rights, titles, interests, powers and remedies of the Assignor referred to in this Section 5.7.

ARTICLE 6

LANGUAGE

6.1		English Language. The parties hereto have expressly required that this Agreement and all deeds, documents and notices relating thereto be drafted in the English language.

6.2		Langue Anglaise. Les parties aux présentes ont expressément exigé que la présente convention et tous les autres contrats, documents ou avis qui y sont afférents soient rédigés en langue anglaise.

[INTENTIONALLY LEFT BLANK]

Schedule Q — Page 12
Amended and Restated Credit Agreement

IN WITNESS WHEREOF, the parties hereto have signed this Agreement on the date and in the place first hereinabove mentioned.


		<*>
		as Assignor


Per:



and Per:


Address:		<*>

Attention:		<*>

Telecopier:		<*>

Schedule Q — Page 13
Amended and Restated Credit Agreement


		<*>
		as Assignee


Per:



and Per:


Address:

Attention:

Telecopier:

Schedule Q — Page 14
Amended and Restated Credit Agreement


		CGI GROUP INC.
		as Cdn Borrower


Per:


Address:		1130 Sherbrooke Street West
		5^th Floor
		Montréal, Québec H3A 2M8

Attention:		Executive Vice-President, Chief Financial Officer and Treasurer

Telecopier:		(514) 841-3205

		CGI TECHNOLOGIES AND SOLUTIONS INC.
		as US Borrower


Per:


Address:		1130 Sherbrooke Street West
		5^th Floor
		Montréal, Québec H3A 2M8

Attention:		Executive Vice-President, Chief Financial Officer and Treasurer

Telecopier:		(514) 841-3205

Schedule Q — Page 15
Amended and Restated Credit Agreement


		NATIONAL BANK OF CANADA
		as Administrative Agent


Per:


and Per:


Address:		5^th Floor
		1155 Metcalfe Street
		Montréal, Québec
		H3B 4S9

Attention:		Vice-President

Telecopier:		(514) 390-7830

Schedule Q — Page 16
Amended and Restated Credit Agreement


		[EACH GUARANTOR],
		as Guarantor


Per:



and Per:


Address:		<*>

Attention:		<*>

Telecopier:		(<>) <>

Schedule R — Page 1
Amended and Restated Credit Agreement

SCHEDULE “R”

REDUCTION NOTICE

Date:

NATIONAL BANK OF CANADA
as Administrative Agent
Loan Administration
Customer Service Center
Suite 603
5650 Iberville Street
Transit no. 0708-1
Montréal, Québec H2G 2B3

Ladies and Gentlemen:

Unless otherwise defined herein or unless there be something in the subject or the context inconsistent therewith, all capitalized terms and expressions used herein shall have the same meaning as that ascribed to them from time to time in the Amended and Restated Credit Agreement.

Pursuant to the provisions of Section 2.8 of the Amended and Restated Credit Agreement, we hereby notify you that we desire to reduce as of Note 1 , the Note 2 Facility by an amount of [Cdn $ Note 3 ] such that thereafter the Note 2 Facility shall be for an amount of [Cdn $ Note 4 ].

Note 5

Schedule R — Page 2
Amended and Restated Credit Agreement


		Yours truly,

				CGI GROUP INC.
				and/or
				CGI TECHNOLOGIES AND SOLUTIONS INC.


		Per:


Notes:

1.		The effective date shall not be less than five (5) Business Days following the delivery to the Administrative Agent of this Reduction Notice, unless this Reduction Notice is with respect to a reduction that shall result in the repayment of all or part of the Libor Loans, in which case the effective date shall not be less than five (5) Banking Days following the delivery to the Administrative Agent of this Reduction Notice.

2.		Where the reduction or cancellation affects the Cdn Revolving Facility, insert “Cdn Revolving”, where it affects the US Revolving Facility, insert “US Revolving”, where it affects the Cdn Swingline Facility, insert “Cdn Swingline” and where it affects the US Swingline Facility, insert “US Swingline”.

3.		Insert the amount by which the Facility shall be reduced and cancelled. Note that each Facility must be reduced in minimum amounts of Cdn$5,000,000 and in whole multiples of Cdn$1,000,000.

4.		Insert the amount of the Facility following such reduction and cancellation.

5.		Where any such reduction or cancellation results in a repayment of the whole or any part of the Loans, then the relevant Borrower shall attach to this Reduction Notice a Repayment Notice.

Schedule S — Page 1
Amended and Restated Credit Agreement

SCHEDULE “S”

REPAYMENT NOTICE

Date:

NATIONAL BANK OF CANADA
as Administrative Agent
Loan Administration
Customer Service Center
Suite 603
5650 Iberville Street
Transit no. 0708-1
Montréal, Québec H2G 2B3

Ladies and Gentlemen:

We refer you to the Cdn$1,500,000,000 amended and restated credit agreement dated as of December 20, 2004, as amended and restated as of January 12, 2006, as further amended as of April 21, 2006 and September 15, 2006 and as further amended and restated as of August 10, 2007, entered into among CGI Group Inc. and CGI Technologies and Solutions Inc., as Borrowers, the several lenders set forth in Schedule “A” thereto from time to time, as Lenders, National Bank of Canada, as Administrative Agent, National Bank Financial Inc., J.P. Morgan Securities Inc. and Caisse centrale Desjardins, as Lead Arrangers, National Bank Financial Inc., J.P. Morgan Securities Inc. and Caisse centrale Desjardins, as Joint Book Runners, JPMorgan Chase Bank, N.A. and Caisse centrale Desjardins, as Syndication Agents, and Canadian Imperial Bank of Commerce, The Toronto-Dominion Bank and Bank of America, N.A., as Documentation Agents (which agreement, as same may be amended, supplemented, restated, replaced or otherwise modified from time to time is hereinafter referred to as the “Amended and Restated Credit Agreement”).

Unless otherwise defined herein or unless there be something in the subject or the context inconsistent therewith, all capitalized terms and expressions used herein shall have the same meaning as that ascribed to them from time to time in the Amended and Restated Credit Agreement.

Pursuant to the provisions of Note 1 of the Amended and Restated Credit Agreement, we hereby notify you that on Note 2, we shall repay an amount of of the Revolving Loans to be applied as follows:

Schedule S — Page 2
Amended and Restated Credit Agreement


CDN REVOLVING LOANS
Loans against which				Selected Maturity
payment is to be applied		Amount		Date
Prime Rate Loans	Cdn$			N/A


US Base Rate Loans	US$			N/A


Libor Loans	US$			Note 3

	£

	€


LC	Cdn$			Note 3

	US$

			Note 4

BA	Cdn$			Note 3

and/or we shall repay an amount of of the US Revolving Loans to be applied as follows:


US REVOLVING LOANS
Loans against which				Selected Maturity
payment is to be applied		Amount		Date
US Prime Rate Loans	US$			N/A

Libor Loans	US$			Note 3
	£
	€

LC	US$			Note 3
			Note 4

Schedule S — Page 3
Amended and Restated Credit Agreement

Yours truly,


Notes:

1.		Specify pursuant to the provisions of which Section of the Amended and Restated Credit Agreement this Repayment Notice is being issued.

2.		Specify the date of repayment.

3.		Indicate the Selected Maturity Date of the Loans against which payment is to be applied.

4.		Specify currency (which shall be any one of £, € and the Agreed Foreign Currencies).

Schedule T — Page 1
Amended and Restated Credit Agreement

SCHEDULE “T”

EXTENSION REQUEST

Date: Note 1

NATIONAL BANK OF CANADA
as Administrative Agent
Loan Administration
Customer Service Center
Suite 603
5650 Iberville Street
Transit no. 0897-1
Montréal, Québec H2G 2B3

Gentlemen:

Unless otherwise defined herein or unless there is something in the subject or the context inconsistent therewith, all capitalized terms and expressions used herein shall have the same meaning as that ascribed to them from time to time in the Amended and Restated Credit Agreement.

Pursuant to Section 2.16 of the Amended and Restated Credit Agreement, the Borrowers hereby request that the Lenders extend the Revolving Period for an additional period of one (1) year, which period shall commence on the day immediately following the last day of the now current Revolving Period, namely, and end on .

For that purpose, we represent and warrant that, to our knowledge, each and every one of the representations and warranties made under the Amended and Restated Credit Agreement are true and correct on the date of this Extension Request (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct as of such date).

Schedule T — Page 2
Amended and Restated Credit Agreement

We further represent and warrant that no Default or Event of Default has occurred and is continuing as of the date of this Extension Request which has not theretofore been disclosed to the Administrative Agent.

Yours truly,


				CGI GROUP INC.

		Per:


				CGI TECHNOLOGIES AND SOLUTIONS INC.

		Per:


Note:

1.		This Extension Request must be received by the Administrative Agent no earlier than 90 days and no later than 45 days prior to each anniversary of the Restatement Date.

EX-99.(D)(C) 11 m62094toexv99wxdyxcy.htm EX-99.(D)(C) Exhibit (d)(C)

Exhibit (d)(C)

NON-DISCLOSURE AGREEMENT

THIS AGREEMENT is made as of February 23, 2010 between CGI Group Inc. (“CGI”), a company incorporated under the laws of the Province of Québec, Canada, and STANLEY, Inc. (“STANLEY”), a company incorporated under the laws of the State of Delaware, U.S.A.

WHEREAS, in connection with a potential negotiated transaction involving CGI and STANLEY (the “Potential Transaction”), STANLEY wishes to provide to CGI, and CGI wishes to provide to STANLEY, documents and information pertaining to their respective businesses;

WHEREAS the documents and information to be provided by the parties constitute confidential proprietary, personal, financial, commercial or other confidential information of a highly classified and/or sensitive nature which, if made known to the public, may cause irreparable harm to the parties or their clients;

NOW THEREFORE, in consideration of the provision of information by the parties to each other and other good and valuable consideration, the receipt and sufficiency of which is specifically acknowledged by the parties, the parties hereto covenant and agree as follows:

Definitions. For the purposes of this agreement:

(a)

“Confidential Information” means, in respect of a Disclosing Party, (i) any information relating to the Disclosing Party or any of its subsidiaries or affiliates in written form, magnetically encoded, transmitted verbally or in any other form of media and regardless of the manner in which it is furnished and regardless of whether specifically identified as “confidential”, and includes, without limitation, all analyses, compilations, notes, studies or other documents prepared by or on behalf of the Receiving Party or any of its Representatives to the extent they contain, reflect or are based upon or derived from any such information, (ii) the existence of this agreement or its contents, or the fact that Confidential Information has been made available to the Receiving Party, and (iii) any information concerning the Potential Transaction, or the terms and conditions or other facts related thereto, including without limitation, the fact that discussions are taking place with respect thereto or the status thereof; provided however, that “Confidential Information” shall not include information that the Receiving Party can show (1) is already generally available to the public at the time of disclosure to the Receiving Party or its Representatives, (2) subsequently becomes generally available to the public, other than as a result of any disclosure or other act by the Receiving Party or its Representatives in breach of this Agreement, (3) is already lawfully available to the Receiving Party on a non-confidential basis prior to being made available by the Disclosing Party or any of its Representatives, or (4) subsequently becomes lawfully available to the Receiving Party on a non-confidential basis from any person, other than the Disclosing Party, any of its Representatives or any other person that is subject to any confidentiality obligation to the Disclosing Party or any of its Representatives as regards such information;

(b)

“Disclosing Party” means the party disclosing Confidential Information;

(c)

“Representatives” means, in respect of any person, such person’s subsidiaries and affiliates and its and their directors, officers, employees, professional advisors (which term shall include, without limitation, legal counsel, accountants, investment banks and other financial advisors), lenders, prospective lenders, agents and other representatives;

(d)

“Receiving Party” means the party receiving Confidential Information.

Use of Confidential Information. The Receiving Party shall, with respect to any Confidential Information provided hereunder, use the same degree of care and not less than reasonable care and discretion to limit disclosure of such Confidential Information as it uses with similar information of its own which it does not desire to disclose or disseminate. Without restricting the generality of the foregoing, the Receiving Party shall:

	(a)		restrict disclosure of Confidential Information to its Representatives who have a “need to know” for the purposes of evaluating the Potential Transaction and not disclose any Confidential Information to any other person without the prior written consent of the Disclosing Party (which consent may be withheld in the absolute sole discretion of such party);

	(b)		prior to disclosing Confidential Information, advise all Representatives who are to receive such information of the obligations herein and instruct such Representatives to use the Confidential Information on a confidential basis on and subject to the same conditions and restrictions as apply to the Receiving Party pursuant to this agreement (and the Receiving Party shall be responsible for any and all breaches of the terms of this agreement by its Representatives);

	(c)		not copy, reproduce in any form or store in a retrieval system or data base any Confidential Information without the prior written consent of the Disclosing Party (which consent may be withheld in the absolute sole discretion of such party), except for such copies and storage as may be required internally by the Receiving Party in connection with considering and evaluating the Potential Transaction; and

	(d)		not use the Confidential Information, or allow it to be used, for any purpose whatsoever (including, without limitation, any competitive or commercial purpose) other than for the purposes of its evaluation and completion of the Potential Transaction and, without limiting the generality of the foregoing, not use any Confidential Information for its own benefit or that of any other person.

Return or Destruction. Notwithstanding disclosure to the Receiving Party in accordance with this Agreement, the Receiving Party accepts and agrees that the Confidential Information shall at all times remain the Disclosing Party’s exclusive property and the Receiving Party shall maintain it as such. Promptly upon the Disclosing Party’s written request for any reason, the Receiving Party and its Representatives shall destroy or return, at their option, all Confidential Information, with such destruction to be certified

- 2 -

in writing to the Disclosing Party by an officer of the Receiving, and neither the Receiving Party nor its Representatives will retain any copies, extracts or other reproductions in whole or in part of any such Confidential Information whether in written, audio or electronic form. As far as it is reasonably practicable to do so, the Receiving Party and its Representatives shall also expunge any Confidential Information in the form of automated electronic “back-up” data from any computer, word processor or other device in their possession or under their custody and control. Notwithstanding the foregoing, the legal department or legal counsel of the Receiving Party may maintain, but strictly confidential, a copy of the Confidentiality Information in its restricted access files and only for litigation cases in connection with this Agreement and in order to comply with applicable mandatory laws and corporate record keeping purposes. Any Confidential Information that is not returned or destroyed (including, without limitation, any oral Confidential Information) shall remain subject to this agreement.

4.		Disclosure Required. If the Receiving Party or any of its Representatives is required by law, due legal process or the rules of any relevant stock exchange or other governmental or regulatory body to disclose any Confidential Information, the Receiving Party shall, to the extent not prohibited by law, notify the Disclosing Party promptly, providing details of the proposed disclosure and, prior to making any such disclosure, co-operate with the Disclosing Party and take such steps as the Disclosing Party may reasonably require to avoid or minimize the effect of any such disclosure requirement. If disclosure cannot be lawfully avoided, the Receiving Party and its Representatives shall disclose only that part of the Confidential Information which the Receiving Party is advised by its legal counsel must be disclosed and the Receiving Party shall provide copies thereof to the Disclosing Party.

5.		Ownership and Trading. Each of CGI and STANLEY represents to the other party that neither it nor any of its subsidiaries or affiliates beneficially owns, directly or indirectly, or exercises control over, any securities of the other party, Each of CGI and STANLEY acknowledges that it is aware that applicable securities laws prohibit any person who has material non-public information about CGI or STANLEY from purchasing or selling securities of such party or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.

6.		Standstill. For a period of 12 months from the date hereof, neither party shall, without the other party’s prior written consent (which consent may be withheld in the absolute sole discretion of such party), directly or indirectly:

	(a)		acquire, offer or make any proposal to acquire or agree to acquire, by means of purchase, merger, consolidation, takeover bid, or in an other manner, any securities of the other party;

	(b)		solicit proxies of shareholders of the other party, or seek to advise or influence any other person with respect to the voting of any securities of the other party, or form, join or in any way participate in a proxy group, in each case for any purpose;

- 3 -

	(c)		otherwise act alone or with others to seek to control or influence, in any manner, the management or the board of directors of the other party;

	(d)		have any discussions or enter into any arrangements, understandings or agreements, whether written or oral, with, or advise, finance, assist, encourage or act in concert with, any other person in connection with any of the foregoing; or

	(e)		make any public announcement with respect to any of the foregoing (except as may be required by applicable law, regulatory authorities or stock exchanges).

7.		Non-Solicitation. For a period of 12 months from the date hereof, neither party shall, without the other party’s prior written consent (which consent may be withheld in the absolute sole discretion of such party), directly or indirectly solicit for employment or employ any person in an executive or managerial capacity with whom the Receiving Party and/or its subsidiaries and affiliates had contact in their consideration of the Potential Transaction or whose name was mentioned during the course of negotiation of the Potential Transaction, and who is employed by the other party or its subsidiaries and affiliates. Notwithstanding the foregoing, the recruitment of a person through the posting of a general advertisement or through an employment agency, provided that the parties shall not encourage or advise such agency to approach any specific individual, shall not constitute a breach of this Section 7.

8.		No Representation or Warranty. This agreement shall not constitute any representation, warranty or guarantee by the Disclosing Party or any of its Representatives with respect to the accuracy or completeness of any of the Confidential Information, and neither the Disclosing Party nor any of its Representatives shall be held liable by virtue of this agreement for any errors or omissions in the Confidential Information or the use by the Receiving Party of the Confidential Information. Nothing in this agreement obligates any parties to make any particular disclosure of Confidential Information or to complete, revise or update any Confidential Information.

9.		No Obligation to Complete Potential Transaction. The parties acknowledge and agree that until a definitive agreement regarding the Potential Transaction has been executed, none of the parties or any of their respective Representatives shall be under any legal obligation or have any liability to the other party of any nature whatsoever with respect to the Potential Transaction by virtue of this agreement or the furnishing of Confidential Information pursuant hereto.

10.		Governing Law. This agreement will be governed by, and construed in accordance with, the laws of the State of Delaware and each party attorns to the non-exclusive jurisdiction of the courts of Delaware for any actions, suits or proceedings arising out of or relating to this agreement or the matters contemplated hereby.

11.		Remedies. Each party hereto agrees that, in the event of a breach of any of the terms or provisions of this agreement, monetary damages for such breach may not be adequate and that each party shall be entitled to specific performance or equitable relief, including, without limitation, injunctive relief in addition to any other available remedies.

- 4 -

12.		Invalidity of Provisions. If any provision of this agreement is held to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof shall continue in full force and effect and, if required, shall be deemed modified to the limited extent required to permit its enforcement in the manner most closely approximating the intention of the parties expressed herein.

13.		Entire Agreement. This agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous oral or written representation with respect to the subject matter hereof.

14.		Amendments and Waivers. This agreement may only be modified by a writing signed by all parties. No failure or delay by a party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise of any right, power or privilege.

15.		Term. The obligations under this agreement shall terminate 24 months after the date hereof (except for the obligations under sections 6 and 7 which shall terminate on the respective dates set forth therein).

16.		Assignment. This agreement shall enure to the benefit of and be binding upon the respective successors and assigns of the parties hereto, provided that this agreement may not be assigned by any party hereto without the prior written consent of the other party.

17.		Communications; Notices. All requests for information and questions concerning the Potential Transaction shall only be made to those employees of the other party as such party may designate in writing for such purpose from time to time, and each of CGI and STANLEY undertakes that neither it nor any of its Representatives shall contact, directly or indirectly, at any time, any other employee of the other party or its subsidiaries or affiliates with regard thereto.

		Any notice to be given in connection with this agreement shall be given in writing and shall be given by personal delivery or by transmittal by facsimile or e-mail addressed as follows:

	(a)		to CGI:

			CGI Group Inc. 1130 Sherbrooke Street West, 7^th Floor Montreal (Quebec) H3A 2M8 Canada

			Attention: CLAUDE SEGUIN Fax: E-mail: claude.seguin@cgi.com

- 5 -

	(b)		to STANLEY:

			Stanley, Inc. 3101 Wilson Boulevard, Suite 700 Arlington, VA 22201 U.S.A.

			Attention: Scott D. Chaplin Fax: 703.682.1547 E-mail: scott.chaplin@stanleyassociates.com

		or to such other address, facsimile number, e-mail address or individual as may be designated by notice given by either party to the other. Any such notice given by personal delivery shall conclusively be deemed to have been given on the day of actual delivery thereof and, if given by facsimile or e-mail, on the day of transmittal thereof if given during the normal business hours and on the day during which such normal business hours next occur if not given during such hours on any day.

18.		Counterparts. This agreement may be executed by facsimile signature, or otherwise, in counterparts, all of which taken together will constitute one binding agreement.

(remainder of this page left blank intentionally)

- 6 -

IN WITNESS WHEREOF the parties hereto have executed this agreement as of the date first written above.

CGI GROUP INC.

STANLEY, INC.

Per:

/s/ Claude Seguin

Per:

/s/ Scott D. Chaplin

Name:

CLAUDE SEGUIN

Name:

Scott D. Chaplin

Title:

SVP, Corporate development
& Strategic Investments

Title:

SVP, General Counsel &
Secretary

S-1

GRAPHIC 12 m62094tom6209446.gif GRAPHIC begin 644 m62094tom6209446.gif M1TE&.#EA:P`Y`/<``#$Q,4)"0DI*2EI:6FMC8W-SWN?GY_?W]_______________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M_____________________RP`````:P`Y```(_@`A"!Q(L*#!@P@3*ES(L*'# MAQ`C2IQ(<2$#!@LN9L2H4>,#@1<[K7MPC#CF4+`*?`!UG%OIP+TRW&KA@0[8SE4[-:GFS5XCMQ1P>*9> MRZ]7GD;]M+/0LP2S\E4\N#%MN*H!'#`8^_)@`CE_IX89H/7`TJ,'_S2`6_E7 MU;-I0M\J`$%1"`H4_EA?WO)[P:.+UZX<<"`Y`Z2SQU=4K5!!`;4!"!Q08!X" M@\[QR3=19\V=M`"!``0H8$2J]0?1`PGDU=:".ME6@$0+2)6>;!2B%-E*!3B' MD`/VO4:7@AV"=9D!"E3GWP((%"#A=F*AF.)"JNVF%8VB)7CC?!L*%920Z=%H MXX]Q3:4C5=$5Z2.2$ME6'&^,Q78DE`5]*%UI5/;V)$0-;+2`@PDY`",":"*0 M``-D0B2E3YAM&6=+5SJ00&(UZ>%D!XCUGTT$Y>AEDE[XM](!VZBEF MP'F,DD;:<((N1:B32L)F7%\+-=`D;%T-Q`!I)K:4'`147=KDIZ22.F%"_@L4 MV2I!GEHV9P!.$<1;@5F6RJ.<>@58*VP"$)!8``81+A&0IHPL42IH::I. MF>FUK@8H&'[>$71@H!!49AD"(D+00`&GHMKDI89RZ>YNB1K4DUX#M$G0`Y(& MD.Y"6Y4;'+Q5]MA;?%+A9R]!"@RV0+D*,;O209$&[.N[IB+TVI&,"C6`1*D: MY`#`L*T:<'X(SW*\+DT+JDCO.2FA%FN#+VV9T/&(2DN4P0X M!%VH!BF0)II$,\L2D@E/A?-"I.XLD)1^P8;DO#ZAW*M/TFXM5-6D(OF`TN`J M=$!I3Q,47-6608FGD%H/%&NCLR$(-K5()L#EDV<+Z?92V5._BNIK4.+;HP!$ M%X1;TR<6]/-/=T^%I=Y%"F#`T00\'/BJEZ.I,IW3^H0E!#3-V;%1$BXY;J5L MC4YZD/@!0)`#GPM,&MMTN1[NQ"Z==_:6C0O$):^C.W"`R$P=Y``">4D*$\N# J*Z8[00P@0$!G`Q!0``*`%V0FFM=OKR:;!4DW_?GHIZ_^^NRW/WI````[ ` end GRAPHIC 13 m62094tom6209445.gif GRAPHIC begin 644 m62094tom6209445.gif M1TE&.#EA_``L`/<``#$Q,4)"0DI*2EI:6F-C8VMC8VMK:W-SW-[>WM[ M>X2$A(R,C)2,C)2,E)24E)RWN?GY^?O[^_O[^_W]_?W]___________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M_____________________RP`````_``L```(_@!%"!Q(L*#!@P@3*ES(L*'# MAQ`C2IQ(L:+%BQ@S:MS(L:/'CPPC.&#P@,'(DB=-DE2)N!`P8>0Y8\^7%DRY@S5[Z\F3+7SXM#B\;YUR>&#ZA3J_X`8C7K M#R%@NYY->T-8KJ-SZ\[8N.AGGUP3&!8>]RL"K$B!"S6;/._NY]`?ECY*-^T! MZPF.S]5^_>[7Z.##_OO%^[LX7.MDY7)77E>\>_'3R^.]O=V\>OK=G;_?O[OW M?.[H8547>NOY%A9"&VB0@08%:="!0`DNV`$&#B[(X$`3*JB!!A]TH*%!$2:H M8`<1.D@AAR)\H.$'"%4PD(H9;#"0AAO`N.&"+&X0@0@7BF#!CBE^*)`&%';0 MP8(&66!!AS8:%($%,RX8HH<9//A6?F,U4!(#"SP0`0/V9<4`!"5U&4$#"@!% MTI9C-K``E@8BU($``/0H$)D"?4`GAP/L"`$`!0S`0)X'`+#`GQSN:5`'``#` MP00`"-#:GA\4"J0("QB*T`@)P@``R5N3?>L=A MP$$'$YAEW7$,<,"!!G`JL(`&''S`7G+:)50```85L,!`!K`K0@$,:I"JO1QJ2*4`0`LWEEGK`(-("\#4.H;P;N015S!J"&( ML#`$C+H(0*?[MEO!!POO;+Z*C M#KIRLJ763+.\ZVJ@+T73G:L`R!V`R=ZV1'=@P5E<6<#!!<3U#%Q"!1,T,KR0 MUYLPH&>+$` H?-KKT%$"SOY`:K;="?+L8.P*#ZZJQO`8-V\&JN>^?E=\TQ M`Z\!K0/E*B,$#.H[L\$B,*KV]C7K+CD`ETH4-%P17,L`M?81;31ZHF/0OH#J M1@UAHQU7W7K6CKM=0;^I*TC`R':UW;6M=PA9E^^T-S#@B8!DQQLQX&?02`!D!@6`1A@+P4Q+7^U`"_HVZ4.VPYC>4O8MK%$!1[0PR0-C%+78.\UU!Z$0U[77* M;QO(70D+!;>YR4MB_`.``E(TLP)8:2!@2Q'7G@?&_KG19BP$0+0F4CDXI2]S MU+I+T29@@#Y&QH\5R.%A#(,Z'T*@4,$K&!%3!40K(V9!-F"`)6I/7C/#4PE%0,4"1E*:`9#`0#*EGX$$P((*_BB` MB_Z$S0O)\I^/TUT`#M`PV1W`2'83R`$8,,>"-*9`6HDA@,ZCE0UX;EN!E!][ MPA(5A`1P7J-RCB)=!P$#Z(QK!Q"B#V5V.R<6[)+B)(@&'E`H1QY,E@(00`.0 M-;E1)4R1+3UD`!J&26[R[T\7&(`$_XG.@$+33CS2(@$89($W074@=62:5^Y8 M1_344#X'R*B`-HH;9A:D4QN$YM5(.CE$0:!?3[2=P-RY3@3^#@)MO2D<#9"O M`TI@=;7[E]\H`(!JVI4@]SQJ'&4DMEE>T*DW*T@&:#953#W@?P@YWUA[^<(% M:">81J.+6#G7G1[F*44!^!,#"+`!8R4V9Y] MY7+J`ZM/'J`5]UF`?0H0ZWSJ69"7\BA4$O,B:T_Y3'UM0%6U"QY+DZ7%EQZ, M>`FS@)WTR;8&",]XJXL=D)A7J'>FRI-1;%=0N?:QN*H0L@<4R&0%4ED#&+:[ MX>H*5]%C@)(HIX9(&^T+LV):4XF@`JH2(8-&FC5&:5%?DI.M"*B7PI9^,W:Y MP^1;$=L]\#$05N`K(<@\%L>]#4R#-"MJ"">,*'L9N,$U.Z(3=18YZ[*VL@DY MWV]BV!R?+*`#WZVA_B]_(CH;:NLV]>M>D'?$-E7]Z6H/@G+L\*1(H^(NDIQ$ M(-;R-%T(WE1M]CJBDJ&$+R#N[5T53K"4JT?E.J&L@>QBE#S9.;`/?!.JM^S> M5&_IH#,ZU+M%L9OZ"'-9;!G(6TN;:$J_U5LXF:60+WY59:W\8GF1['ETBEU" M37E=F=6VDN`<%0(/&.I]);MM*%M@R@9EK]CCZA&,_A6: M,A:>M&9PVW/,+%"V)PV5?^LJ506W?34EI;:$P6:G!BJPR0@,;@$@C.R2/6:` M"9"Z3W@U=0BW@S0$-&;J1D39TI!N56O@94+P(B"]\$E7?^1R"/HJZ_K>A#BF_^R#"T(UVR]V!%"WY MS&^^AT9TD`V4747=_]:%+%H0%35L_1S2CXB:WZ_.+]W6&]4T`:A5!C)(X?(; M_)&`-W%5$*%9;U:`NQ2`GS$@YZ&`%K@8#V49?81+?M2!Y>2!(!B"(NA'!/`8 M<'&!*,@7TP$!&&`!+?B"+F@!%P"#-'@!+CB#,WB#-=B".8@!,S@!8Q44*3B$ M;>$?#-``+]$`1]@2(X&$*N$`-#$24E@34/B$##`M[$6$6I@3&2@495%FS%%U M$0@5!+B%9J@3\;84PU%U3X$7Z!(79QB'("%F0A,69>9[@'$4>5@6!"*&03A&'GZ8B%>R0[YW&(Q8B*9S'(HXB918B99XB9BH@`$!```[ ` end GRAPHIC 14 m62094tom6209444.gif GRAPHIC begin 644 m62094tom6209444.gif M1TE&.#EAA`!#`.8``/MT=/V3F/Q#0_W+S/W4U/T+"_R+C/PL*_S#P_R#A/PC M(_QZ?/QK;?[N[O[\_/_^_OP\//RDI?RJK/T``/[Q\?R1D?Q25?W=WOQA8_W; MUOR9F_RYN?W9V/[IZO[Z^OWBXOWEY?Q96_T%!?RRL?[X^/V]O?U-3/P>'ONS MMOUG:?U03_Q>8/R>HO[T]/[V]_P5%OP9&?WGZ?[K[/P1$_Q^@/TB'_R'B/W? MX?T8%OQ.4?Q&1_Q*2ORNL/PU-?R3C?R7EOL:'OT"`_[S]/W(QOT'"/Q66/QN M(B8J(6H)_98:+DEUQ)(Z7F)F:FYR=GI^? M:AH",#.FIZBI,WU&C7]T1B>JLS-?9!ALH+J[O+V=#P%$?L/$Q<;#7S^6#R`Z M$\?0QCL?OM76UYD=>M'1;1`7@@]4-=SE?A-&V.KKNUQHYL5$1D*":1LGS_#1 M/>S]_ID:]`T[$8'>("@*\@D\EN6?0W\!]$T@L\%!N!()%T8#\K"CNHCF)H)S M]"&C1F@-)8RI4X0;6,)N#&I34):-8L=C.GT4T[CT'@ M@&G(MJ$HCTK5E)38!!@$,#DP(A3JL*)3IU8=1F1+)@(*O$8-RW8L&AJ:_X*J M/0:6K=&J$W:TT%2DJU<1%NR&K?JBA*8'.?QJG##A18X1,`5+33IAA25-#!1+ M1/,BQ);(DB<;FV!VTX@O0R<049!BP`-!=8:$/IK421I.#Y2\$S@!S0D,!-0X M$N>DX>R<21-X&,U>!&APO\&('BPX"4/N"`#!QLH88$" M7FBVUI$0<3-!%49H,,(20PRQQ`@LV("!%!IJ68Z17/(R5C&,/8/&&,,\-Y>!"&22L\20O M)#30!`=//,'!!3'LX:0UD5IJTS5K\($>$P>082L6$!1A100@D'<##28<<,(+ M!1!!A!=ZX%##`0(8P0*/`)TA[;1G,/!'JZX2@^D?:A"@1`]ZH*&G58QY<84. M`VQB1Q\N]@/ MF=A[3+[8[COH`QQ``*'_1A!X@$D:6^`S%!'4U-L5Q/L*NLL`+[AYS`01;,P# M=U`%UO#(^I:,*"@.<&$2=`KI240'4$:`0SD3A)'L%4?H\>XS$RRAB-##TRF)0P$L=::U\P%[8"#],OEJ($/O*.WBRQ,7&>$'P M_RY/@%^,"#:L8[T?^9+@W/;%%,`P;ERM?`?=N_#@5PTQJ$_S'S=XW_8F$(0* MM$X3:KC:RJS5"QM$0V;J6%^^!'$!&UC`#!C,H`8WR,$.>A"#`@!#%PZH"0I4 M`1IC.%PO4A`-`+!#@E#R0!EF2,,:VO"&.,SA#%V`G>1E`75P\,4*H`.73E`@ M`TA,8@9Z=0D8^JD!/SP&&N;'"Q9"PX6=F$,-MLC%&H!!9';SDQ#(`)T%^,(` MT`*-SF>`3B!`>VZ$X^44105(&N,M%ME%"\BX,C*4@?\3`S@=("4Y/$51X`30 M>0$5/M6)-*S/#R+0``D=\00O'".0CG"BGQZP`L4<@`.LY(3IHD&$"-S1$3>P M920%&49"#0`&T9B(!(33"04-HB_1D)_S,!&#`MR2E-=[U`,28,G1$($)!KC! MDSSPA`"$``Q3*)T3%"."'B@A!@N2P5-&R=9DIX)ZT.52'7"!"D#@!6$8%YWJI`/J0>X#+,B!`O2@ MO9'626Y'J,$=L,C39BY5$`Z@PQ(2$(*+PN`+,W@!#!2`!1VL8`$\T!AN&I`! M'AB``440@P`$H(, GRAPHIC 15 m62094tom6209400.gif GRAPHIC begin 644 m62094tom6209400.gif M1TE&.#EAL``K`.8``%-,D//3K=11"')III*-M=G7YNVYC.7F[>GJ\-%M*_[^ M],?$VN=+`?G\_#(H<^_%F>RH=O[^_+NVUOS][/G\^?7Z^JNFQG)MF?+R]OSJ MU?OERNJ.4A$(:K:TR=B*31`*6?SRV"4;<(!ZJZZMO.-1`_W^\/G=Q_[^^O[\ M_!(&=/WY^O[Z_/S\_.1Q*S4I@_CX^O3U^-RG<\&[V=269^WT\];6WE];E/K\ M]?3Y]1H19,O)W]!]1/W[Y)N6P=%>'`\%8D(WBK2NROSSXO[^]_-*`/S]^OW^ M_M?/X_W^^_G?N?SV^:*=Q\/&S>+=Z/S^^4E#A/[\^M#.U/WY\/O\\H2"HOGZ M]OS]]_[Z]>[N]/[\]_C[^_S^]M[@Z?[]_?O]_;UE+AX3<9R9ML_1XSXW>OWV MZNA^.OC[\+BMTO7Y[NB:7N?DUO3T[J^PQF=>H5Q4FB`97?SNS:"BLLO0W"LD M8^%B'\/`U.]0`/CXYMY=#A(*(B8J+C(V.CY"1DI.4E9:7F)F:FY-^GB\] M3P"CHZ*B"!16*!%%4*M%#49=*%"N*RL14+D*)4A%+"P*$5U=$0I%L\;#$4@1 M6U847GY%7A0*"EU6R"@*5@T4-R==?G](@A%&@GY>7D810UE#)TCL1D8G^"<1 M$9Y_?N,-O$3(@F*<.G*<.GF",2!%'@X_(DI\PX4"A1,4JK!0$0&:EQ-2I$2X MA0)8M2PEO#30PJ)$02M3)AC1@L**`EE=BORI0J'!QA,-BLAC@>;&1@44*E0P M8X5?N3_HI/DSPD(6E")-2_```2>)5PT9>"C0YVD<"X&_W/'KEU!2/X8._UWT M."/AC-TS,"@4*8)%APX,-:E:*3$%0P$)>B2(.?!"!9(""Q;HF.#*"AHNDKG< MX.*W<^<"2K(@\(O`RY0I$914@5S@(C%F@HRT&T2,V`TA)@QX2.!#@&\?7W;, M")"!S)`N1@K*;K?/C].VD3SYP="0PY@CK^R5>P:#2HXW%@*SH(!C`8`0.7YP M>/,D"HH&;CYP`+)&GQ8=8W(\T5'!>X[_'_R7`P!KH&#!&P-R8<8-2*R`A0T? M7-#`,A$X$9L7A?AQ10:Z^4`"`R`*`"(#1!#!@``)Q!"`$#&%!#GE\X&4L)V`07QM!O;8%(?O\8401 M9!BP@X@DEL@`"1_B8>BA`OBPPP,@*#"$GLZ=<$T$,D(B'5S6U>!%$4CX4D0$ M*+Q`P`=YI`#&'L:<4$08/Z3@@!@88(#``2OX`5]$0-#P0A!C?`!`:X11$9$# M!2!@+`)8G&`@FWGDT<8!7@S!AQL_M"$0/\[XTYP@0V00@X>$DF`B`WBTX`$$ M!@3@50`/&!"#!V6HV*A2-_`82Z6/7-I0'F-T4(`8!1QQ1&E=%/#$!V!PP`$` M+PPQA!4$M`H&%0=H@83_PQ'<^D.N,CC@:P$L#)2%"!RXBL`*],#IQQYLE@S& M`%@400.UU@Z![1;\%&.$'PIHD(8`=M@!(@F);F!`$D+<888\OMPPQ59)/!"# MBG?B[L\<8'SVJQ#0HDNRK!$7*(H4/,1K"<1PX._3``!C-7:\18SN$\E196:+"! M`((2*H`'C/*010,!>;+I7DB<,,0=<,3PQ0PF2$$Z$@AIO8B^#N7APNZ\4U$! M`D_D0`4"#BAL`PPJJ(#!$HPOF4,;K2EPMZD(YD$`#A?ATX6P"H?PQO=O[,$. M_\LA$!!"R1^(@`#-7I1P@B=.4*I2%R#$(**)1/L`0099M&//_W^0E*.T48T) MP`$"/DA``&2G#]LI@E)W&H@!=L`J:NC,$*G]F0/#]P@9/`@DW"F`)WAC"N*8CBYDX08-T,-#$/2]''3M#3IHQ@JG&A2"\P48;7!`%,ND`!,"D".#@00-"*08K+"]A"JN60%BY#WMX00HQ^-"( M?&``'NQL'-.(ABQ869"2M(,8LJE`"0P@(A\$0`',-,0[SA$!:5+S#\5@`0:* MV`8Q".P(2PA!FT0`@Q<M"L,31!G:T"`A9@0`"XN8$+5>A/R3:( M`QS`H`(PP&8H"S"%$VB!>27_2X&U0-5*+0Y!EH/R'`3@H`#I^$$V#=C"CGC0 ME22`0$=;L-E>,`>"!!#*`R"@5$@'`9MS,$0]U)0."F3P'PF>4`#I_`$#%WB#&Q"@(V%Z(0@A\!X!Y/`$]+`) M#$`(`P*&H(4+A``,3\#`#2C`!0"@<@YAH`$!WI!>,!#8P`"@00,L,`<'N-91 M2:'"_QS>,("!=H&O//``B4($`=FE(XM%R$(29C#+H;5@`VF```1F,!P0)!4* M`4@`$>RP`QY<%[M:.$(0@E`'+&BKI`LX0PVT0*$(8$$"0>B`&'#`!1F$@0`$ ML$`!8/`I"D2A`T%80!7HH84"=.`,'6`"#M3`!BRSHL(,OQ"`)2&!! M!G8`(A]HX,;!)8>1^'$6%A1C'\WI`A*<()U]=,'3>MK9+_8A#U`Y[,_N<$*G MK"!KC#I!UE@IP1:00(PMH*88KO@E@_QPEM010QTH"(!O2/\@M#*`H`)%T(=L M2B!H$?$V#4F0@A>(H8(KB'@'/FB!":H@A#0,BKJ8]BY4FM-%F_DCN/CP+@3' MT845?)H<^BB&H\RZCU$/X2HH^.4:Y=%J@NKC8A!$HVQ2QTI!U/L!RP81!"90 M`2MD84I;@(,'HCBH#6A`"BBX!Q3JK84I&),!.P@+!(8&@70'7#K%0*ES2F#J M;$3[?=KJ@BZBHJQ60A`K^F!!+O_Q*5`IT0K*ZL(UG+.6LU+#"9;+]"R0XX>1 M]Z,+*N`HQZD[A*!`X943,(`/2$2",B3!U$92U7BZ(`0#&&H&()"NT%H^"!8< M"P$P<$>IC?""NV-`TZ5FNEXS](__9*R%E;.8.3*(H8\\E47G0_"%38:ANB%H M<0LX>PVHD;$/5BI`1P&_AJ1L9E!J1/NLI4;\1+T+$@,036@>S0).2`>"GY5( M`!,W:\!1,,(B:$$#Q_1!$J1K(KH+X@!NL`$.>Z"%"9S@%D6H@`1PJ'P+I(X@ MSCE.;DL0J0;6EO>\=Q155(`+!10ER3#.^@YE1:`$.EH+.ZQ0MR$X`0KD MO[#H*U2"60S!4>/P>:)'#`%G31/05Y$R)5I``3^V,PI@`(,R8\*G!*L$!5/0 M`"9P3$&3`"8P>(1`#D-``4(0`R=B`+;'`,;W!P7P`V"31P?0(H-D!>M#*O(A M`D*Q?NO@_VE>8`[VT"E($`O+X0<48`8QP2,J$0N_Q`_LX#2#E"8[PTI_=@/= M<%8&517G1SH!<819^"D!-P1;($.ID#,LL`):L!)F]0\KP`):P!*L="1_,`0/ M0"BPEP0J(`ZJXP4!`"XDX`$9H`BO9`9QR`!ET`+390"$4``V\@,/H050JDR@01@!U1<`%'N-3Z_!GP,,! M8``V"I,#_,!=;`7Z_`@$=(`!2$4.A$! M8.4Y#W!)_>8%XB@T`A`#$X!&A3`E-Y`$@#(T.T`&[Q@"(@`&*1`"$G`#5E`P M0)`'65DR(B`-DX--9I,'/]`#3M@%=_0$<=$&;0``$/$\6'`!RN<&2L(!(9!\ M-D`%-%``IO0#2[`I!W`^T[0`F%-6(O#_`Q59!"\P`"X#`&92?6?T#@U0!PZ@ MEC:``%GQ`PM`:^6``0#P`0/0`/\`!4-0!.2088,B-`8`FIR2,0%` M!W9`!$MIE8G@!$4@!\(!GKP!&2)`U.``CT`7Q*@E1Q`B6>5BPAP M2`\!!`@P"P4!/#:B6C"``#:@,'-0`VL``S!P`.;T`?,8*S#@!36@E80Y0X>Y M)-91`%70"XU9D2<0F24#!`=``S2``35%4"6``R33+&_0`1+"`!M0`IB##@V@`91F(C,@!!@B@;1X@4=H/^5*5`' M6T`06V"A1F`SY)"AN:6.M60`$T`[3F<"?2`NN,<#9E4(*\`#;F@'!;F5/9)8SKEC7P!E^S!$6P!1SY`3&T`.;[-5I9D0I07_]Y`%!P!;^H`FX) MM)KUN0"P)"DP`$J``F<`!@]1!S<`!4I0!`@``(ZC!<-V8:#F!%H1`'_"J$G@ M!`V`I%1J``EP(AN0_P2"Q(EW\`"$*"Z\&0`J($-.B8C5ZP4$X*,<0``O,`5, MH+_[*(-5`@9S,&$R]9UYX9T_<`$T()IM,H^H80\84+]8>@W[A;*/6YA&<*QA M0#KX@4B.B0!_X)^EM:9>4`6OV0![P+G?0Z1\>01>4`>#&095(`PLD"1KV0`, M@B=<)D.3]B$M$``!`16Z4`0<\B?ZPRX/D`9A6R(FD@8H&KV8*L1=.0$%L*H_ M($I80;>36`0WT`$=N0<`\R]M(!^OT@!6?`$$*BP/(0)E:!&^RB3)P@H-$)]J MN0044`)H7`034`6L')$5B00T*Q\`JA058,@5H*..(P8U4`,%T`/Z.YT54/\# M<,D!3X"C6M!!_Z$#.U@[?H`$^/<>#;`A,]`;.Q``/`":I-,%-R`%(&`")A`` M!C`#?;`#92"\Y"(`.Y`$TN,%%U<(B)@#'6`%$]`=83,`V!,!J"P"5!H?3U`! M?J,1.O`&:CD`?:>A`@2Y81M$PM>>!#TA=)?`D`;M`K8_,"G>(<%R)T M*F`/M$`&`3`#7T`'$/!QU"`->Z'*/<$Z#U`&4F30&E`"KSD-3MD$4&Q8"I"9 M4=R5!;$`#O`&8$``*'"1(`!:I7`$$2/N]P`'L=!Q3%`C@0!"XP)E*B!-H%V?^!2F]`!5S0!CG@ M!LNX7Q%P!4LP!Y`=!R\``QW@L!`1W0`32`!,J- M`&Q`WD>P`DTP`AU@3PJP`BKPFC4P`GH0!`>`!DQ`WE&`?@J``P%.WFJP"E40 M!0(N!?BW#UC0`>3=!%F@!+P]`O'+2D,`HCHP`G4``U=P!0Q.WN3-!GI@`5$0 MX2-0`S$A/;EU`!WPWE'P_P*#<60]0`!A$`1-4`77.'CRL(#;AM^UDJA5/A@W`4L4P`-(Y&?N<&K6 M[0U5[C`E0(3P=P/L('3CD5MGK@4XX98[(T!;H.CUD"'-8"3TD#KP9TFUU>5J M$`/@YAN!8@=XD`##<04[RR-3`B>8FFFW)1T/55`[$WA,UP^N]$OOLS,)]S]6 M;59==(93(7BI)GA.F8"H!VJ9[B*9!D'!?H::EG!L\8$?&.UYDFFV<@<9H`'\ @W!SM&2`$VB9XSAY GRAPHIC 16 m62094tom6209404.gif GRAPHIC begin 644 m62094tom6209404.gif M1TE&.#EAB0%L`>8``):4D[V[NLC'QYV:F:6CHK6SLO+R\:VJJN[M[`@&!Y&- MB^/BX75R4U*2M73T6UJ:L'`P%Y:6EE55"TI*<[+ MR%1147AU=#TZ.6MH9^?EX^#>W9F6E7!M;"4B(MC6U8V*B;BVM&!=7#4R,J"= MG.KIZ+"NK8F&A,"]O&AE9%!-3.;DY$A%18!]?,3"P=#.S3`M+-74U!82$]'0 MT,K)R.SKZ=+0SD`]/!T:&H."@MK9V*.@G]?4TMK8UM[=W-S:V86"@+.PKSDU M-<+`ONCHYB@E)1D5%>CFY;JXM^SKZN3BX$@CLX-S,O+R,@'RPH)Q(/$!H7%_GX^/KZ^?O[ M^_CX]_W]_?/S\BDG)X2#A!L7%^_O[VEG9SHX.$E'1_KY^?___R'Y!``````` M+`````")`6P!``?_@'^"@X2%AH>(B8J+C(V.CY"1DI.4E9:7F)F:FYR=GI^@ MH:*CI)%T.1ZEE0Y!'D\>#:J?<;&RI#)6$[I-MHXS```E$P&E$U*]H`@M$"<= M$'G4%-&@SQ M8$?CP1P<)B-?&.X+0<<5Z#=`@CR`N M5,<3'"6TD(`03(C`@0)8D)%7-AZ`,\`@#$#@P"!'0!`&%F\880(9#T21!Q?U M./"&!0`T]P4&>P2Q@`TVM+!&`A/$$)T-&%#P@?\A81#S!P$VY`'5!'#$@$(2 M$F!A@PE/$-*!#=@0R%`+;_30PQT!3'"'!B&0$0(*"!(2,8$,0)_#A@!)]_/$"'R=4<$`2 M71A9`@%D2$#'`GSLH`8$%1@A!0$)7"7(%GQ@P,$<@TC0APPOG''!'Q%@,,$7 M1/YQPAHO5'`H``F`$(<%!"QP!P:U;#%H6A8(PH8,7B3`@2`4=`"&`Q,D<`0+ MOR[R0`(PL!!'%W]40,8?*?"@A2`%)+!`"0F$H<\94/W!0@+9_G&`%W\D<(`! M"LB+A"`0?-5&#W\8T0'_20GXEL(8@\31!A$"]ZOG&V^0)04<>@BBP'H=7!R' M`F9T$X$%?=!`2`)MI"$(!PD`D/`*?^#@0L@MQ)P'$ZG]NH`;OZ*10$)2/(3! M,T%@`"DA-R0@`39_%$"&&!I=`!4$,0@2QM6"F#7'!SN<((@##Q(00(Y._!&& M&B-:;'!>`?`@@B!!E+/9'TQTD<")2QS3P]4!V.#D'V_<:X@$7!@\[Q\/9#I" M%B,X0,8+02>@PA\2:$#%PQ`<@\-IVHXQ0`)!"')``OH(E"T`&/SQ`^QI_8W# M`7\@YD`#+`BE!!E0_#$#&PDP0/HS/B`\P1L\G&3"Q7^46X(CP M@0<^J]\?0%"0+(0A4'_(PQ,0P`'G_:$,;YA"`?*`!!^,Z`\8(($@4&"#)0W" M!(":@T1(@O`""8``O8'`Y"@#=<: MWY=R\(<@W&$S#J"!%-Y0A??-``8(4-C-[%3!!E;X`P,]/&3@+DDPP`E. M\@<%8.`'2AB!`L;VC'A=+FUYP($[!F&C,(B@!;)#9@AJ<88V"H0&1W`!!`@A M@3:^@`PP(!9#Z`BQ.R:L;(;_@(`-KF"$VE'`#1U`X1]L1)86Y$X"Z4J+A`2! M3AHH(0&7.X$E_]``"5P!"3D2`QFT`H$W!,`%'(,"#PZ@@BM$I0U4(,,(,)"O MBT$@!!E@`/`FD#L3T.!Z@BC72/ZP`S&PP0@GP(`1IC#$M\`A`2-09OD$(:BQ M)H&S)W`!5#9`!B6((%/TLU^L(":`(8@@!B=@0RQ*D0+[E1:Y1.X"!/IP@`4;\`P?:^`$RG,@* MN.K!%^B7A4'`(""#,$,%X@`!+C`A`=65Z%(7@)!+X:H);\!/Z1BYUAHD(&4( M(%`Y!)6R/V1AJ;B+@PTH$#,(O%8.32@`%.``+SMTH0)*4+$-P%"2*&K@)'(0 MPC!S9P`+@!U;R!QCLP&"#INM:1O_Z!SKLX-B"^``' M'C:"-X!,`8NT6[$::3<)#J(##^J01N`F"`^$807$7JD@3A#%/Z3!#;RP`T-M M[%07+\8-!Y"Q(("3BB'VBS5L"P./GZ&%C)$.J#S!PP_PUP`BE(QT^8386J5` M,4$8@`Q?:(`!UN""6!#@M23(W1$2@`4Z&"'69W#``,A0!-VU`L%G_55#AJT:L`EQ_$(`$6`$`2DA<`AZ0D@X, M(`I):("O-(*8*J#@"A*(@@368`4J0"`!42`"!,``!1NX@`(GX("K)7H%9DY! M.CB`P`Z@HOBKOV$''>"'K`#0'2PTX$>!?WK+C*`%`)#![6T8G0]LP`:==*A+ M4VC.,7+)!B'\X8,PZ$`2C%``#-B@`R>`0#D&(0<%P!4#--``$D+P!CAL0*4) MT(`-WH`!YQ[AM"*0!!P046J0!WE07!2P'RZA`\/A:>3S!GEB`%YF!!B0!4M` M`XQU)Q!P8Z)D`6R`&QQ@`3!P!@2`!ASP`TX0`7)P`"YP!@&@`3"P`2%P`0LP M`!<@`QL6_Q."@`47(%V,,%$M<`%8$%$;<`%`\P(`<#8`$?<@1- M,`91D`IV\`!CH!$_H`520!8?$`,7\`#Z<`1:P#&Z`PS-UWQ1,`@HH``H@(-# M=`!:@0),T&\U4``H0`!R\`%0\`,JX`#^U`M=8`%AX(!,T#(*$`,=P`03\`-T M$`(6P``1T#(71`1IT#(,$0=84`4*0(DQH!$ZT#)8T#(+``">F&*4A`6VMP$Q M@`,M`Q5SH``>D`4Q(`4Q```A)`@P`0RQ\`-$($QE0`*Y```DT`'QI2G`H!$' M@`:@HP?`4%R_``"\$(W`(`0(``+`\`,Z4PAQ\`/`$`#8\`$`)F7>KF7?-F7 M?OF7@!F8@CF8A%F8AGF8B)F8BKF8C-G_F([YF)`9F9(YF919F99YF9B9F9JY MF9S9F9[YF:`9FJ(YFJ19FJ9YFJB9FJJYFJS9FJ[YFK`9F[(YF[19F[9YF[B9 MF[JYF[S9F[[YF\`9G,(YG,19G,9YG,B9G,JYG,S9G,[YG-`9G=(YG=19G=9Y MG=B9G=JYG=S9G=[YG>`9GN(YGN19GN9YGNB9GNJYGNS9GN[YGO`9G_(YG_19 MG_9YG_B9G_J)D_.SGU^),/X9H`(ZH`1:H`9ZH`B:H`JZH`S:H`R*``#0`VTW M!K;T!PA``'1R`CT```Z0`A)@)A(0!H4P!5)``V0@3320`F70!V:B!&6`!P[X M!W9P``\%!TTG_P@\X`(]T`>9P@%\H`118`,A0"=[T`,1)0@UP`&*P@8[@"4A M``5U<'OA(`C.F`3%<0$84`$.BB(\D``4$(\)L%1T<`$)\`Q(("C9(@#`5C"# MP!QD0`PCX%&DM0$)(`^-EP`D=08)$`)RT`"G=T?Q,6,D00,XB``V,&@H(!^% M8"%E@P17D``)8$L-,"E_`&L)H`5VT`!8D`!:NJ4-0*8(US6YLZD((@@7D"U( MP#SX00B/6G%_8`;%(J$/P@>`!S`)D6WH(!MMOA!`?^%$U_8PG/H' M(7`%_9=#$FH$#)``=Z`3:;&MF04.U<4SV$,Z'P(.4F$($LH-)RL(12L?`U"7!2A=`.=^0%)]9N$J!&@H``U:JEF@I7"2&K=O!6N1-S2[6T%Z)B M"3L$Z11#R78($NH\5WM4<)4"`)L``NNU$D'_+((J,/CA?#;S!SEP8F:8MA4Z M"'U0LH*`J\PT!G6J.]6Z$BE``V_@:G0*`[&PJ>O*18-`KXB@K59[4WU3/G,@ M!60@`@'C!=BQ`GE`!%F0!VM0>`5:`R?6`@>P`2=0#FGP01)``&/PJ`.0`CW0 MI3M0`OU9`[1J`0=`IC93`K1*!FJP`(Q"!D+T''=``&!`?7:H&E]0!G<`,E/P M(@1SK\74LEOA&4F\`4=``'_0P@(/`$&A;A=XV5]X&DE8@$D0#8EH@$#``%9D`(Q MD`=]H`4(``$0<`8E`@%%8`(P4`5(<`%\<`$^X`$PX`);H%2HZ+6[LP(&C/\" M2Z`$&Q`%/$!,9&I8AO`B.I"V2\4O9/!*^`/+D&H"7B%$YZ%I;O$/%@O(`*G"I03#/ M1"!'9H.LAH``#X7(;B1DH&2R`&6K,$@3@(3D`7;$R)9;#- M^]D`66`KESH'Q)(`-$#)_?6W+6P#:U$N2_5C)ETL@R`H'O('S+,!_04`:>#4 M%4#3/,!,Q@6I;%$`!6=@`A'0`F?07&1P`@.YGP3P!A+0>%H@`S%0`&]E5"50K=6!`S$P/39` MTN5RQ2-ZGQ(Z?MZ2(T5P`3:P?G1%IX[C`4S` M!S[37V/P2C3@#PGP!CJ5`#$J!YN:`"201E<0`![P!AR@NSQ@!P,54YL+J1_" MKRJ@!F\`AWG@/"ZP6G9PJ.%$`R&`3$F@!05P`_D#"05@`C:0N/99`(#W`_"Q M`09H;8:P`N@J'VN8'R+P_S4V(`8LH.)Y(`9Y<`4[.P1*"`%*>(-K.QT[L"2- M`0$Q3@1K``-TEP)B(!UWEA8GP@0T4`\+@*MD`'Q8FE:5\#HHG9]-P#I:80AU MD`,Y<)"#8`#U@.:58`"LDPE$X-1*$`8S\.&;$`9*H-V5W`T3``'`Q@#8'0HY M``=!MN>]4`=4```N<`<2$`$#P#6C``%/:^BJ,`%ED`1M0`%YI@JMO(V4+@IR M@`)&0#U80+^JP``8(+.?_@EZH*T/\`2F+@LAD.JK[@ES,`#=@0=?#@T/0.NU MK@E-L#YO@`7>IY&+S05O_NN5@``-Q`9,`.D[T2U"I^R3T`#=0>(:20%*H.K4 M+O\)/Z(!N[X3CP:NW2X)2!`=6+P3.,3MY>X('V`$\@>2C0<"[2X)#4`!-D"P M'MD$;=.?]>X(<).S(!D"7?3OD2`&0Y,('["C+\XN/3`\HO!KRI6:0Y"+<`EY MGPT1`%`&'(`!>>`"95"&!1`#7V`$=U``S]H)>K`.;FR:,B`K<$D#8@"0?V`% M`G`!;2`"%W#$$P#M@O`"7(`!DLP)'H#S%F_PC)#4FV8``/`&-A`&&:#7B["$ MG6`'9_`&X8[TB0!>3("N;.3S4Y_(F@`#;;!!6N$M-H&$*`%LPC$4P!?T%`@_S^H)PIC1@?T=/"&Y@`NE^ M#BIP!QR`WI-0BN(P[8)O!E'`!E\P!D^0\H>`[]"?"$Q@:#N@1950?@M"R:'O M!&"0`'SPW8G@`0'(_870`#7@44K@K9-0!SJ0N1@`"`M_@X2%AH>(B8J+C(V. MCY"1DI.4E9:7F)F:@PXN;J[ MO)=H5S919I1C9""&*D:J+B^6_P98;V]1!H0()8]0"+W;W-W>W^"Y`6)7:E.6 M#1<)17]V#D9D5V-`E@MC;61E5(8""3L>C'Z(^!"NH,&#"!/B^G$%@I5,*5S8 MV"`F`1\07>I8(H"!!Y8B<0XUV6"CQHL"/2I0*[3`1HA$(,ZD4$BSILV;VX1P MR1O8!,(P8`.>:*J((A@"QD(D1I( MX4`&3O\9$!;>J!)!J`1J,CPZ/$'4`."?"7DN'(I`9D"(!!,:W?BMJGJ>/#0N M4)#2:K/W[^!U)!%1(%$`#"8.!$!TLL.)!&^X@`B2QA"(!&&&-*KA0$."/AU` M80(/#TCQP1ED4+.'#6]\@4)HC'AA0P^&=$'&#W&40082BU01@A()0-"!`@XX M,-ED+D"@8A\2C`#>BS!ZE8(8=W"ER`&T)0`#`SWTJ`$$&"1@1!\#X+`("DI` M4$!>A<01!`DT)("!`W\T\``>-?QA@`-PG&'``WF$8"0D`"1@XR!`L+%#2&\- M<\@<50"@Q!LNK!?CG7AFUH`+9+CHB`H2<'`"!Q*X$$4)T4'_L,:*$P%D ME.=-`S\D8`,+?Y@101L)D('"985(,%0<,"101@-!)*`&)1=@0$@4;UC0Z`8) MC#D(%!K80L<`,`/03)QPI. M$)("#R(-P!0P\%-#I(`U@$>Y0)/9S#\,TXY])"&S;W8D<7"K3`@Y01 M,)%%D&](`($&??21A`T)W&&"!3<<__)#DOA*\BTB9E20!0%=Y"SVV+0`:9PN M9CS1091DY-&"%(4T8$%U>UQP`0E2G+7(`3Q$(@B"`$+A\(4(8& M4"<@@@()'^)%:FUL$4D3_K&APN"<=_Z-%6_\4`L.&TB@"AP[X/&$!^V*M84J M*T0RQQ,/)/#`3)[G_J(.0]3A`>`*::!$%G)4TD05*/3P0"HZ`H!#,Y/XH,'F MDX!@@PB\ZJZ]9F70\,`:$C!`$$U![)#`!E9,X&8B#4S@O@RG<3#T%6Q0H`4` MQ1?TPQU7G+G]_U[10@*F4(4KN,$F*<`"'%21!``X\($/Q()3JO,&&(0`"E"@ M0T$B-X@IF/^/```,(4X$*(CG#,(#`AC3"!;@@P8@00`FXX4!0,"%!5;GA@G@ M`08HH``6>,!E!E&"M@@AAS>0808B3*)"2/@'T_T!`'Y+`!KT%:4.S*T"!UE` M!:X2%@9PH#N$H(*0QJ?$,H)#@";H@Q+*D`8X<($$/(`#$GC`!SP4H0HF`*,9 M_Q`&&US@!T#P@"`]``$;'&&/B.2&`$$`@$-Z(`$1<.``&C"A1")B""AP3!LP MP$D,D$$,(;.D*''!Q!,F`(1_"$`#W#9*1'2A`R%@`R=#T+-6VC(36B!#$PA! MR3:H8`9Y2`$&'C`(`;1@:[=,IC(O@80R!$D#K_K#&'33!@&,04K_AZL=O9;) MS6[&A@`$N)_+5*`%%U5`"T/Y`Q(&$$-ONO.=\(RG/&D"A``(X)[XS"<5;I#/ M?N;S!A/PIT`'2M""&O2@"$VH0A=:@`?<4P,M<*@`?M`"$I2!`2W0`!I"\``- M1``-$(7E`[@P@`MT0`-8Z$!'-1`"#72@!11@J06P$`4TO#0"&F"`%2\0@I=V MH`QE0`,(/CH]`N#S!RNXYP]0(`40%*`%`5#!``2J@H4B=)?=#!@.T,`(M>/`&7B0!#BT`0))P%8"U!&""XBA#ST0@P2^P`$WB,$% M2>``!K+#`3$D@0V."Q(<.*F*/ESA#31(_T("\C"TH:4F"9>:ZQW$<-:Y&H$& M/6C!!72C"LY"H`79>4!'0%N[!,"A!PF@00M\:H0V]"`,"0A!#_#:!C9LP`4] M4MZ[>K`!#@3WN#VZ`'*7R]SF.O>YT(VN=)$[AN:B@&,$J$`%!J#=`61!"@3X M08\.T`,2.(`[[DR4-LZV+3LD`@&AB.8\YTO?^MKWOOC-KW[WJ[`&H("_``ZP M@`=,X`(;^,`(3K""%\S@!COXP1".L(0G3.$*6_C"&,ZPAC?,X0Y[^,,@#K&( M1TSB$IOXQ"A.L8I7S.(6N_C%,(ZQC&=,XQK;^,8XSK&.=\SC'OOXQT`.LI"' M3.0B&_G(2$ZRDO^7S.0F._G)4(ZRE*=,Y2I;61W;BQ1`& MX`+<_8$%%*#2(,:@`0U@K`A]@$'6!N&$#<`@#%*0PA`@0`;V*J($G+V$!MCP MB"&T(`Q]V,`A+:%!0AS`!1;0``CL!K<_:$`"VUR$'V!,!!<@P@-WT$(AT)`` MZO&B"._!XB!:0`91_X$`/`B!"*XP#"\\;@-)V%H(KC``%(B@!W*HB)\3L8`U M\,82%7%$`[Z0!!EP:19_*`/P&G&$2I_0="-`0D4@U@$33-L0.7B)BQL`K.P9 M`@*NUA(3R*!E7I0)5(-`]R!BH)2`S80+-/C#(P=0B#9(8!`L$,,?.I#_@&$G MP@)YN,0>$N"()R1G$``@)@YL(`DY<"`"AB!!`@3P!ZTHY0\N@/8?1N#>07P` M5"I(PHMC$(5\%`(*-H`#'%SMF"20(0,Q<$,(>(`&!+BA-E3:P%$4LX*CJ)P` M;^!B(\H$1GD78@R*^0,/+/"'.B3A7X,PW1<&02^"/X`,;1`$"^#``Q@@`-$,!PJ`!/F6*!#;0`ARF(8;KI%,!L3C!(.;V![S38`HD(<,&"K$$>)0K"$]5 MQ170P`8MT(`$.*#!:Z)3`#C8X`0?B-)_6)*`K5<@`5SXPP)@4#P#G,`&&(C" M'[*0!)(QX2E+8+$!VE`^'F1)W]4T0*L'OO77_V5`#ZZ]0P3@" M%T`%1QV(.(`('@("59@+_ M]@=\H`5#0`8*\`<.D``9\`<)`&UO(`+7H7)7<`<@L!Y7<`8J(#HC1R8,9WWI MU@`*X`*GU'S_'-`&@Y`$ MQ&0#6%0"9'`5")`$/:`%@/A$9)`&#T`#%K`L?U`"/"`H26!M)@<+]6=I%/<' MA-@`!``'$K`#'-`"#Q@H8J`!*0"!AZ`""=`%'!`S3&`$UY`&EZ$3QB%4S@(">``[O,$_F5SY0("2L"$ MJ"*&T!-OZ38(2``'&O`'5T!US=<"`$K,8&'!`28\`&'I`"$_`M39`]*P#_ M![#!.(,`D`?0!CE@!@;P`0J0`$A@``TP!3G`A(?P`F\0`1`P!)WW!H+0+%02 M!SHP!RFP`\?8`.[18C*0<(/```GP7WCH(NCV!*O@A`F0!5)(A=;R!WV0`I.T M*3*@`@9`<+7D"&7")-='""X0`W]@`GR@3M-8"&[`15+P!CD@CW28*ZI7!7#@ M`1BP31<`E$8P"P`)!0D@@_LH!3WP!KM4`NZ2`%HP!Q6A96T0!B9I`@%0+@1P+SW) M8@Q0!H3PA&(0!^]W`JN9!%U0$3^P*5@`?,_R!Q20_T-)`!MMX`5%0`9+8`-= M<)QF$`,)H&I+EP!Z4`@G@'%_P`!@4`&L,@A9D``_L`%O0$9-U`#8'D`!*X`;2HBQ/.`$=8`,8`=K\`8, MX`9=L`9^M$MR$`9DT'U/\P9#`0%&M#GCT$Z'4`4V8`/=QT=7RF\.L0D MVF``*\&K?_!M""!?[4`(!G![6D(+'R"L?R``/L`^#U$35'"KAU!RD@`XW_8' MX7=EVJIDE[JM&38')M`$)Q".WDIAKV,!7,`&;*"/Y7H+>G1+Z``A#8(5=`"#D0!40``2#`%9Z""[0H)CKI,/B!9JF`$,E!P':`%`A"B2_`Z M(M+_`7#``"V1I06;7SW`!T/!`%I@+PYP`5IP'H4`?&IV`.6HB!LK8'>``PV0 M!%'``V-@/2+JG:(7-G^0!!@W!]%"`V,R!8,5!C40!`IP`@#`!E73LLL$DX/0 M!'-`!PU0'(70BBT`!<`U@[`I`2$P`0^`@W_P.$)``U_0!+435AC#M+?$`(/' M"*VX`0X@`13R!V[0`YQI)`A)`"IP;"#P,$^H`RP`1&H[2FT09HH`?$-A!:H& M6H\4'0:``768KPU`!@=0HH.K3`WK"$V0`*11"'?0`TN@H%5B!!-0)J'@`SQP M`T](+)=K2VJ@=XVP`-%8"$8`FV+``3.@`C80"E?0`A/0_P)]T'$)V+JWA`%- MR`@E`#5OH&7W<05_(`22Q0.5!HM",@,&P`&Y1;RV5`+3R0AR,$CK.`ATX`%8 MA0!`@$2$$`!3T!/%(;C:^[[P&[_R.[_T2V4W4`%#]`=ZH%W?:`D5T*R'X`,' ML#Z'L+_:1:6%(`,WH$59@,"-H`@@!X(J&8"4)8+B%P`0\(`:1*`)9:0BY MDD(Z9'"/L`!HV`"+H3`#'0!M%[`#)2`%BR8;4@#`")!G MBM`#?CP(@%P*W7L`SDL(&\!G8&D(3#`<<\`%">@L89@!VP`EH()BZ(S!%>@ETS9 M!&+P!A<7Q6(\`%>@(.0!S`0``6@!!:@ M!@)`!K.@QTG0`KM%!G80+4,@!&\0`P2@ M!#WP'#U@`5M7.'[BP\?8$>:#=::3`(>32F[@*S:@RX8@`V\P$X*9`FV@'"O` M`9_GJ%5!!N%,O`'"*BRP`QV\![&CN_`0AFH`'0)IC"RP00(`/](&I>H*!M\`8AK,GT$@_(>-6S M_0=Q$`8F@-N5R'P*,)9J.-8DL(XH4`4PD"EY$->Y?`AQ(#QY@9`LD-<4$MW6 MB0)4<`%LP"$8@`5:\`;:@``JL#1K5JJ#\`/]B$H`.&\0='(8SS_0<"9`9=$"*C-`?OZDT!HJ=D<`U7W03Z=QQY4`0$'@#, M!P!P,`!%T-N#\!X<4*8,2%)D0`,"H/^7`64LA3`%9"!N2,`&8B`'/C#:.%", M5:`.'8`%5R`'%T`J$Z`$4S`#<(#/8A`T"<"U5Z#(@X`'A@3CI7``((0*NQ0" M\9E*2[G+20`#6J`&=W``.*`$@W`!#[.L[DQ"Z[G3EM0`BMY-_$D#34`%6"`' MLS=&3)`$&"`"7#`'^P`'.$!P)I`KQ%0( M.``#-.!,&X`JK-(&1G`'5O`!B`4'[``%<,`&=Q#.J[DO*;`$:#B4TKHM-L<& MAX1;:A>S*]G1?]W9_]WB?]WJ_]WS?]W[_]X`?^((_ M^(1?^(9_^(B?^"6FK-Q@O9HP!QF0`:N:$'1PK8H`;X=@`.C+#72`^5H2QK=@ M`*#_!Q^PY-B<`>Y+K)N?"4,P^83P`99/$R6PS!!P`31P!P$G<+QWS@!T4'2ICP@&L`,N8`*4 M<@R1P*9D1`4B$F8\`(1P$E7<`$*,`!^40A!<`69@@A9<`4\T`8A$P8T($LB M0`-8``A_*V13?X:'B(F*B$5D!XI19"&+E)66EYB&>Q<%,0D'!6PJE@$%?S$ MF8LR!(8M5*HK`7\?-#>JEDQO4D0[:9D(+B(3+`,\,KB7#(4H)1PEO#88> M9*,%=P;)5@D0+#!O1$I1"\,!QR`&-/Q"TJ,J20$`B##W_&+B`R8P9FRD. MW<%HLV_&CT/_$.#!`4Z$0PO8)+AB@4"""PG:=/FCQ48"-E@/A5'2!D:#,PF, M:#"2X`X8`61@)!C`)`&/.PE.^("0(`\%#0F@_"E`A@8<*7](:R"38#(Z#G=H MF)!3@$8"#`JDV&"2B:8)G_HI1'3403)'#8'W>T-`($9/PA!Q;?F5#'$!!PH,0`B4CU MT!)PB!%!$F+P4483;BL=)/$&`W]P(4(0E.7!Q@GKW&`$!V\XP,0./%B0 M``PI)I!`$HN0@>(A"("`U@YM))"/%&Y@!(4(:UPA0Q9)TK`%(G"YI-X?'"3X MA1)8B$"&;B20(<(."P3P1@NP7;D`'TJ<^$<+5Q00QQELP%&&(33PY=>?F7S$ MHEP\/$(`&2,@0D9+4"2@Q0%D;+">`PZ0`0$B"?S`1((&V%#"'T\D$),)%!21 MA`@?/."("38L<4,"I@210`5/D!%4#$LY=D$C&B"B@0D-+)``$93E)M@;_T%A MT@$9:V`@CEPTG"#%67_P0`$4;;"A0Q(RY)``1M]2EB`+";#X10)/V$'#%73< M^(<8%Q"PA@V_()+$%4_@H(0=AF"1H!I?I$A&#ERX`<4)*1TBE0@=J':`L#Q$ ML,$)+D!QQ1M`)*%#$&_\L44"&8Q@PV1)K'.!"0?;<$0+"0!`04IY*$`)&3TL M@J`5GKAD!$97Q)"#!$K\`4#+;Y&!`1P[&+)!@@(D\`45>7"`U@9-5P`$&2Y, M`,&E,:#X0$\-8,`$#@G<4`:U.P.J]B4?)?I'%^46I(3,AY`!P!\HI(1!!W`_ MP`4&>R`B10B*_8%`C6^+*H0(&G30P09(&-'31_]%-#W*'V14$$E>,KQ10@4) MC/-%KX?D0D("48PAJ2$])'A!S4YX0?S.%G#PA/,, MH)`&&6PP0,'E"3Q@"!F-.YY#$AB0$-/0&2B0!P)HL4$0KM`'QV%A!#T`$BHH ME``*OU#'!/(`G#_4(`4]Z`E.@),'""J" M#$`\!`3"0,&\7!!TXP@C!?]SB"S502MX8]HG4MB3#7!`"I\8`AEBR!`R9',! M>IC#";J@AQUL@)&&2$(TA1C$CQ"$%F0`CAG:\,^")$`%"%"!WCI`A03L(7PS M_S0$Z&00`#(80`\J:P+<)H``&/#A`Q[H0PW(2$);G1&`F7-,)9^0AR"`SBUR M1(1RYO"'#4Q""V1`@B&JH(?JQ.4/*I!:'RC`@3;$P0-K:L(4DE`I"GB@!!"H M8P32$;00).`##:"D( M$,,3_.$$$)B!!UQ0D"0\H7MRB$)9]\+/XAJ`94S8QO\?U)`;$QA!#HJREE5] MH`,;3!`#/DJ`)V7@&B6X!FXV$,/"RC"`[`*@"V2@5P1X687WE.&S)&B`!:[0 M`2,\1'EEF``'4'6(:+C@"V3P0`YVP$LZL(RNEB@!#2[2@0?P8``1@.MGV3`! M`K_AH'8`K(]02&`>$/@'`;H"&DA#N_;2=6AOL$%7$U&"-[#N#PT@S0=40`;V ML$$.)?"1#0)WB#F@`G>':-0(7_8&(66@#22PP%F4]P,[Y.$-V$U``-#Y'BX@ MP`@VF,(#'/J'/,"!`X#-9C<3((8.A,$&4)BM"!!P+@*4``XTF,.6?:0%`W!! M0-0PA`QLH(1/'0(R+`!L"S[_4+(4N"8/54Z`!#Q``S)8@;L^ZI44R-".!(C@ M#6_@PA028`*:%C>(5+B`J'4*8PI<<'B(",$.K+"!"T!A"B[H!Q)$`3&G`!%T3!##40-0*B<($/PD`#+^#"!;CP!R1\P0@A M>,&<+,`$*UB``J0V!`I$39$2B+H#"*""!9YQ"69?H`6B-L$40G"!(?P`"RVP MP@OHK18_PH`&:'S"!:20A2T@``$[B((3&'`!X_S!`MHVQ`HN$`/E)B(.#(!* MM2^`!9T>`0)8P,H<5L"!`52OU*(>R6XX?H@M0``X'Q#U!;0=@PL\H@0FB``` MLH`5_RATP6B M0(<_E"`"`S!#"]3@;1948>]Y_K3B+Y$71%C<`$Y0Q!P*T81#D'H)F4E#9BCQ M@`8KQ`"-G`&E34#5Q`$`,`#6!`&5&`?+M!Z0M0#H&4(4'`',X`* M*M`,1Q2`(!B"(@@HC8!"AG``J_$'+.`&`/0'#,-[(\`"`W,(`=`2+_4'63`& MBJ!ZC6<(2!!Y?X![EB"$(UB$1MA\8,`01,(#&_`%%R8"=)(`2I`'!0`!$O!Z M89`'(O!!!F`$>6`$)3``.\`%-/!3!G`&><`#96``)L`##R`":_8'(T`:BG$+ MB7"#?^`%(D`!-,`%="`!-B`"-4$`SK(#D5=*X04`2;`G-*`!5N``'-`+*E`% M'!!>"-`%,%"%VW.$G-B)NH=';V'_!&D``$H`!'&0`DKP`!Z0`C1`/65P`;`& M`W*P!@^@`A)@!%5P:6=05L>3$QOP!CZV(TLC/SM@`9S517?8%H8P!#9`!CM@ M`@^@!`0`8!Z0!! M5GHV,$=$>9B(>0DRH`0#\@=%D`!&X@`V(`3ZR!DN2-YJ0$?`_\%",`#1D`' M:T`&)B`""1`"06D(CJ$3,,8#<8&")[`#)]``>7`''!`91T`#"R!)%/`&(8!H M#-`:DY`&8I``.W`%4H`$9+!BTUFBB%DD,``##Z`^)A0">S!!>.`"$D``06`" M>W`$=J`%0X442/``)J``#<`$(>!,AH``7%`&)7`&*C`&&@`"5M`#/6`%-6`! M)D`"-VIZ)@0&/:`%+%(#95`&B5('/R`&)J`3*-`#*%`&7&``&_``%'``=3`# M)F`!4/``1Z`"#R`_?V`%#Z`!`-`$3``!>&6BA%JHX]<$FV>HBKJHC-JHCOJH MD!JIDCJIE%JIEGJIF)JIFKJIG-JIGOK_J:`:JJ(ZJJ1:JJ9ZJJB:JJJZJJS: MJJ[ZJK`:J[(ZJ[1:J[9ZJ[B:J[JZJ[S:J[Y*JTB0`<(ZK*CF>%*PB7XQ`A2P M1VI#!4&0`8B``AI'E`)J!?@G/J17`.=P"#J0`>$V!\(:H`51 MK+\:G5AP!Q<0)RX@!DJ0J'F8!$KX)^7U8G]R!$5&!L]`!6+P!KIQ""^P`R*P M@QJP`RV``1OY!RAH)']`!$G0!HO``C2@!&3P$$AP9S:0!T9B!A=@!&'`L(=@ M!C1PL.LJG6=@%!"``1[0!`NH"!UPKWY!!1`+*'+`!0\```1`#0V`@OH*8+:5 M"(_I`',@`JKT_P<^X)_%1P4JL@@,0`0X<&<(H``8```L(`(8,`(H^`%=69N& M(`5P\%,IBYB7HT($`01TH`=+:APS:PA3-@!8808JH`4W6P!:@`)W<0,E(`,' M8((UX`"PD`)9H`6W4`-98`5:T`0!``(]=0DL901B9@B.<@@SP`$AJP@R"`!( MD`"M$`7Y2_7D0#;$`!\4(]E*YUE6%`T``:.`19O M2P`TX``N$(Y;P`>5@E=N50$P<`)X!>,9"'2@`< M">`SZW4#J*$`&6D$._`&%H!.:E`$38`$98<)2#"]&F='#?89EV(`!:`#*C!* M/X!H&Y`&-[`#L["^W),T5#D!5E!).O``14:95*DR;T,&83``7;(`62<'/4"Q M_!N=-/"_AJ`!?#`/1:`3;TL&)%`"FM)E1S0!."$S<>`"=)$IQM06J)$%=%(% M$P"NZ*1R$-$`/-"10I``+6&5%!`!:Y`CC>!=%C`%;2`0"<`$#$`#44`$9.9G M/0"V798'2G`I?Q`'"J6#?V`'=[")8]H"-L#_!U[`O1NP8`^@K5$LE'MP`HT' M&7X6DUL,G7]@`@NP3H8``\I#-Q=$/"@D+!AL-^M5!=6F`>B$8!F1!'9(/#61 M55=@`FV@E,/G.#A@`BX;@6OG.(!U!LG2`Z7;+XXS1?-#.Q@`7#PO%A:RO-X`5^0&2C(`Q5P&W_PM@]J`@3P!GK0)0[P`+:0!">@!UYP M!Q21`&KP!Q0P0ZC1`]AX!2[#!<%L"%D``X]K">V0`H%Y"'I0R(D@`4.+"`!P MEG'0!L1B"(:&8#T@-8IP`S)@``JE!V:P`6U0`16@`0&CM#:P)XCP`/O+SO*H M`1=&+7]02HHF!_G\Z`8$L`"P<05(X07>]0;;X)QM8`/]0#QO,$BCI!A!XPD) MP`5V@%THNXNC1PEXX"-)8'&P42B(L(N*@``7\`;KJ7$?H)I_@`47%I.)\*`_ M@A1E\![O80,#``4^1`#0A0AA$%$^+91(\`(30']/,;!V4`,M.`0$,`2',`$H M\'@JX`%YAL=5D&>`Q!0E,$56(`#LA@2^C`E-``78:P@X(`!6H*T>0'N(8`>O M[3J997&O'9N((0`480A-<`,?@`/_Y`$"D-J)@`0$FMB=FD'ZRMS0+7U]8`,6 6,-;1?=W8G=W:O=W_=W7'0@`.S\_ ` end GRAPHIC 17 m62094tom6209405.gif GRAPHIC begin 644 m62094tom6209405.gif M1TE&.#EA>P&%`>8``/+Q\;6SLLC'QX2"@KV[NJ6CHIV:F:VJJ0@&!Y&-C$Q* M2O;V]:FFI>/BXN[M[-73T75R5E657AU=#TZ.:">G'%M;%%-3.KIZ+BVM=_>W8B%A.?EXR4B(IB6E;"MK.;E MY#4R,F!=7-K9V(V*B6MH9VAE9-[=W,"^O-#.S$A%1922D=;5U,3"P;.PK^SK MZQT:&M'0T$`]/.SKZ3`M+,/`OMC7U=;4TH!]?,O)R#DU-182$^CHYI>4D]S: MV='/SN3CXJ.@GNCFY>'@WQD5%=K8UH.`?[NXMR@E):NHIMW(B8J+C(V.CY"1C&1(, M&%.6G:6'91D,8PDA=*:OA#%$L+28(GHC11!%,+6E'3IJ0F`6OH&%-@@6'0IP`>*#2(I%0RQY/6AI#C>%`$0+ M*^U_-'](4`RZ800%D1L"'.01D,=0&`1/"N4)(F#%GXEV*@I:(."!@(\+D'C\ MB`3AK$$`/JK\2*1*D$$U!!#QL5(``$9IIOT14H!&`A8'_BPP,6$##"X4&/Y! M`<:)`4%YP@SR,,$"$!X)-B0H]D>'CA`I,DS0(M"(A0L3)G`@)`&!@#\S_Q`( M_!/DZ2`'+=@4O<$@`@\=;*XP>X!@"!9!#<2$:#.HC0$+%L1(%M,$2(*;?X"( M8:%B,I"&4R:+\;!"P^0$B"`\$&1Z"FLQIB=G,(2`RA\B:<3\&:!@,K@&'])P M&!!`M)@1B"NX^F.`0P0Q0C@80",#BI4(#DJHL9*FPEQ!3Q`D&11$/`X<:284 M8)Z&B1P$0I:X>8^@1),_'>0PZ8$#RI#_4%@TR`II(*`&(2!PBB`@`B"U,$#&*X01H+_!&D`U.4?%O]!@!#,?H$F"D5`*@C&0W",``E_E/$4 M`PB`(8@(`&*5'8&H&)\:(,1.3G:Q1]:Y!Q`QG]&L0Q*]$.3*$, M`CPOP<%:A/B!P]B";)&&'ZZ,W>]&/&Q`"`)B%"%&"B_]H0"R0=CP1PHZV.`` M!/I(VP&Q0@G!AK7Z'+Q$'D2,^X,)`#R![A\WR/#BL8=0@6P45CCP!P-C!T&` M_\[^,NOZP'_<-,'6"@U"QP57>-IH$VFTBP4-5?@`0\9?/T48#$$@@R`B<($' MD.8/1:```K!`!R',(&6$"<`)P""0"%C@#>MA@O>^ES-%4"E]`TA#&BYPF*$= M3`."L$$1BK"#"(QA#E&0@+4"H`,3^&&#F2'='[+VAR^``PQ,>(`&P/&',:W! M`QX@!`H00(8+:"`B?]A`%!2@!U=$P#9_6,$:G.``"K`A`6Q0F#%&`($_C``! M&)A:!";@A&N)@0GK20,5D@"RL-FHC4FL$IU"@``B:``'1?!#[1`@!4$@27!_ M:$`)NK:W"[@@#1FP@^K*EX%EG8T-5AB"X=`D(2@@I_\`4)##%@8AK?4(`@-" MX!)F!/$&B.W&"A40`K)LD(8T_D$L@]"`TPI!A0S%80""8``35)"")*Y.$!6` M0X^()@@TH*80,+#"`*[`!`4HHP!6:(@/>*`!%\0(`E"`P&$(\P$>=#`":N@" M$Z91A`(,808P@`(!((@`75IA-1%@0`7D@`0F#`)GA&B`!@9*4!0*`@5U2((: M$!`4$S+!H`9(@P):*`4+I"`$UO*`!6`@!S<)@@H&$P0/OV"P$*J!!SL0A`J$ MH`LB"L('<1K$`G!@`Q2[HV3,$+EOT#%X;`UB/?]P9P>(#V_L`!';B"`3Q( ML!".*0($Z*X(=_J##%PKB"98P0M0&8(`TP,`02$!=-5&CG M'X;P!CG1DV58D`$&KI@^*("-@X_@@-G\<&>BA6`(4LN#&]K;#AK`[I9[16!V MR7L]VP%SR,.[PA#H0(XV0H!T!Y"K(-J@U4%DVI8C8,.0V/]@`5>LSW:DPX'( M:'$'*\C*"0@`Y@/04#0XW(#$.YP&"H24XEF-;0%HNP.27J(`HM6!`_%XV`Y, M5P5%.2T&=JY#"\28@K%A*P]+N`!N98J`,OY!@07PJ1`6L`,-4(&-.XB"76D) MS#]T@8@P\U*/TJ".!;1@`@3`0`I&<`$$%"``T4'D'Q*```6PH`AN&`$`1$6" M&^@5`R[@P1@,P`,@`&RJ.)B`'4CP`?O\00I,*`&46,.#&`CB""+$F^/V@`&' M$6$#"'#!'2X`AP]H``$JR,L$RF"%V+:`"4\`,K`5BMT(.H`81&&`("0&% M5KB>!.2*ACE,0`A0D%H/H#"!8,R!`!J8@Q!X@(;Q#4([F_>^%X00TB`@IP(* M2-,%/`H0#E@/-30P4%BB`1!`!CKP!V"@2QPP5"/03?VG4R&@`/GE`AJ`&GY4 M4%Y04$!P88-@``2E!34S4*C1`04E@#2@`@.E`D70:BY0`6-U`@/U'7]`@<,C M)RLT5OA!_P9#U`LVT`(&L```D`0W>(,$X`-#6`0.T`$=8`='8`1Y8`)%D`,' M,(02``!%T`&"4V1!6`1+X`@`<`,AD#9"(0";M!0?(1!Y<`(R^`=&X$H+\`\' MY4J"D!+UE@A(@!D.6(AK^`":]P=_N`1UL`2Y)5,+``(G M00@^@`5W@$,7`27,,P@-L(:#``(?M``JMPZ^^(O`&(S".(S$6(S&>(S(F(S* MN(S,V(S.^(S0&(W2.(W46(W6>(W8F(W:N(W^(W@&([B./^.Y%B.YGB. MZ)B.ZKB.[-B.[OB.\!B/\CB/]%B/]GB/^)B/^KB/_-B/_OB/`!F0`CF0!%F0 M!GF0")F0"KF0#-F0#OF0$!F1$CF1%%F1%GF1&)F1&KF1'-F1'OF1(!F2(CF2 M)%F2)GF2*)F2*KF2+-F2+OF2,!F3,CF3-%F3-GF3.)F3.KF3/-F3/OF30!F4 M0CF41%F41GF42)F42KF43-F43OF44!F5/^D`K2B55GF56)F56KF57-F57OF5 M8!F68CF69%F69GF6:)F6:KF6;-F6;OF6)F7>KF7?-F7 M?OF7@!F8@CF8A%F8AGF8B)F8BKF8C-G_F([YF)`9F9(YF919F99YF9B9F9JY MF9S9F9[YF:`9FJ(YFJ19FJ9YFJB9FJJYFJS9FJ[YFK`9FZI9.X6``@+P'0`P M%P"P2D@`)6^1`T#8AX6`!"?A`TOW$9G(AG*X%#0@`IG($KOYD2'0`5]0`P%` MFU/@`F`P`Q(P`PUP`AX@`1(P`GT8!C-`!020!`,0!@:P`B-P`B9@`C/``D7V M!UC``"[P`6$0`"90`!M0!#-@`5O@`EH0!B[0`170`3/0A5$`!F$@;,RA`A+8 MA;OA`F$0!GN0G%#A!`J@`!^@.X00`!;0H2PP`MVB`"K``F"P`61@H1T:=B$0 M-QV:`2I`H850_P,S,`A+T*$*,#P[VJ&\P:,N)R"$(`![(`K.4"+4`".;%8;G$[W_.H;V9W M78@$"!`!T`4G+6)``&"(`#.U``)P`'AN.G.2H(>Y!9+#B@T`"".!/']4" M1+`6_/H6#/NH`#!3C#5`.1LE0O`>*"0!MK'_6%B(@+*2D=B6!DM76FW!.>ZC M!J[1L84`:"?PJ&_!`'6``?5Q!P@@`2>P`ZXV!Q<6!$DTLS7[J#<[`8B*'&,S M!8\J-:53L,*"1H30L1?&!@B@!T:+`%5Z+4.5K%%;3P+P`2LP/'%0&!8P!4GP M08.P!:NG0WG`!"B"`"FP`"5PLX_J*$?;AZ)[MT`0!)KWJ.6%@`B078R6*(1P M!#\S"$`0:SWRJ!P`&U1581`!,"JOX;`OW3R!Z+;KFF06RZ``*U$"'<@9@@P!QE`!2U2NARC M!E4@(D/P`F/3`_@[_P@#<,(-$;2$`#`(\+L%*P6/&J.'@+RV@P!L@`:UEE>/ M:FV&D`,IH`4(``=[@P=0T`.D"@8\`+[^0B#B(5-4H*TIX":/*BN/HDQ$@%2( M)0AVNUU48+_\2ILBRQ?S.A4G[!'8P:E091MVL+T(L`=FHY$.8RUL\:AG)0$# M$`(%,`,`@,&%L"L(EE5#X`&?MC1B,(B%8+=RL`'-"KLJ0P+]4K`"Q$=R,0A9 M,+]5PKO<%2,]/`@B$@'ET;]T,019,`,R4$9$[#"-6FL[(`&.^JAY&D4J0`)[ MIU-@NQJRRLEFVT./&C0`@00,L%!WBP>/BH.9@0`T\P=S@`"`]K7U9K>SUO\C M]OL0"*:_43#'@B`&EB<"`H`L(,"SPZ)Y`0`%CUIQ&BFKUSS(:0`Q2`#-X\/( MA.#(&RRZ5@``G(,$!+`HJFL(=4:S*L/"A*$)3Y5M#;TWN^$BPC($F-$#,B#* MW(H'?MH"2F#.Q0++.P2U1:P!R[L;(?`&P'H"3UMH@[`#)2!"!2(#@C,!J]$` M?NK0X:O,5D`(!K`U<(%4)"`B,H-,%B((V3Q4`O#3=78F*I5DQ:*0`'[7+_RI>564C%5A+;)FQ6#B7L M`$BE$^]!.E*[`$\@!4)@N[8B)WPG"`>@`-Z#`@4"@@=38$A0V0V]+8.M70U1 M!RH`!PL@V'$F"!.0!ER@U-DB"%<@`[L\")V[N$>-!&GPLAH)`ECG`3&Q!33%-3B@!CU1,@C@`TBPO4]PJT2`;0@0 M!K-``\L]!"%0`T!0`G`S`FD01C5`!3Q@`$A0`2=<`$BP!H]J`@VP!CA``#=Q M`VJ@`PT1`CC`!AT@`(*]-2L`Q=A`!4#@!B@4`E9@WR'P2!N@#.T,!Q!P`E\# M!T&P``F`5!,0`$^PK&Q`_P54P`$*L$0\D`%N&@?!(DP1$!$XT[Y:,`!PT`)P M&!<20`-D\*@>H`%IL`'4"S,Z``%@X`9)-@(*@`WZND"!U`#+M#M!78'6>"(`T`%`W``8=`!M\HQ M6E`%XDX`)1RL4R#N!2"(?]`&XGGP$G!RP\8`XL[LN8CP9[`4XFD"-7`3=B`! M!M!CFX0"XLE_#="%/D`"4R">@BZ;)G_R*)_R*K_RPM@`!`")C^@]9_"(5.(` M7,``/:`$-,#`+%^-4?"T4?P!V5QP=3`%3ZL&%N$#[_$?!:(3/8^-=##-NPL' MP_,`]3`X.!`%=+``*%)(3Y^-4E\E8;CWV/C_]H*`=8]*`K"RRH:_ MC6_?$""P-&E@"8\*-X@PGL+Y^,H8]0@@&'20!G:`&)[.,HO">'G@`%3@!B2P MK#:P-!#*^0!G)@!CK@!B=`!,#+`)679[*/C`YP M`%&0!`;0`%$0_4L'`?_^!S80!0,0!5!2!C#-!GB3_.4(!/(-_N68`[],_NB? M_GFY`LK0#PMA"$2PG.JOC`5`TU!`!6#P>G+EY#H`"%9N%G^%!3AI:26)!86. MCY"1DI.4E9:7F)F:FYR=GI^@H:*CI*6%7`@(/84)'W\]"!U_7%!@CP")1%QI M"$&FO\#!PL/$Q<;'H3$F#V>%_T8&-B"/)*D!A5NN#`@&2Y0TDGY)!$.D*$4C`P M@8`(*AAP@A5L/.(`+[+0P88-?S``!1)_8,7#(T2()<4-G&5A`P)=_+&''")T M:!T"6Q22`P)Z_'&4-2QD2,($<"SP!P%P(##"&!RTEQA@`RH(*-N)IAI$P(,./'Q``0,$T'")`R>TP,0>*(RJ[[X9 MT0`!#$&$T406!&R0A20V##`"!G<4\L`4(HQ@@@B/W('!Q1=PP9P5!M%P\;,"6K=@`=.M1U2")%JD!4],807 M@C?N>*@_@%$"'!T<>M$'%?CY^.:!@>>>HIW[1`B.X(0<8 M#6R4AQ5H^*SZ[;@+`X(+<*QR5A=#+)'[\,2+DL<'C!.O@8+-AA.`-'&@&&.=8I`!`P`U-HL'; M?)`&"5@B-#,*1AAPT(7ET?&0LR&!`5KPA@W4`!+-"2(EFO"&EP'#"$"0FB01 MR)%+PG$HXP`T#_$412H`&0W;RE68A@@ZL8(:G3:(%I9R$$720 M@J&98@%M"0DLA[D1&["D"PBL!"XIX0`==&&*HPB!>FQ@!V):LR+_1F"!#I@P M`$M>8IF1N`$$.`"$7Q9`!U*SY377*0P'K&$"9N@`XC`!SD>@8`]Q\($IEE"! M5&&)G0`%!@H,8`4K?)`3'?A`OAQQ@@F(X7RDP`(8$B'*@%K4>`(8`AS&P,). MH,(:#BD!%,17BB3@``X:\-]%5_J)(/``"@QP92H-#O"&#TPU M%&L(01'CFDIM(U-EU(_T,%=B`*.CC!#4S(``8<`0(A#,&Q MFF``TSX@V$+8P`6)'845&"L)$+PA0D)ZVV-ATP0AS"&0GR"`"A`@A`&HLQ!8 M8`(4G(6)//`4`1;HC2.(@X`AO`$'T.2$$:Q`B1L8C@JS_=\2!N`C3$0T@ M`!GF-XDE$&``;'##!PQ@NTB@X`-,&,%<(W&'$UQ6!V"HPA1S8(4]"```%+#" M?!W"``88@`P6:$$'O.!+1]#A`A&8!`CZ<`$H-"&[]+N#>`KPP$+4H0,V"($3 M0B#3%QV@!1.80PHRX`M,N"`-*F@C)!;@A;9S;VZ@+PA!2N1$17("O@1K!E2,A!1<@P`U1B$0:OKP)!@S! ME2&(PU>/0`$HS,'(\H`X[IP`!5%C!`DV4,`<<$"&`T@!6FAHMR10$((*6,$J M:)`$%/S`B0VD`!*9++',B]<"N55D!1+8`"_BH(4I/L$*<(A`(M(@!#&(00:M MQH$'D/`",KB@Q8X(`P(TEHD68*<0*[!`!.0U=>[1@5,6(8$)T)D&*"2!$@VP M0"JBD,(1#&``(8![(>A0@$E#8@1I(.\E/)"")V"@.*GM>_>V$*5B..`!)H#O M$,CP!:&K\0)_R0!H,W&#"J3!`)&F1`YD,(0`46#8(03:G(,5U,""&%IB`;L=$64[(=P`*@]']%,@0!PW#!W6`!R()DG_@`'>`!0Y`!_F0!PZ@D@!P!@NP MDEAP`P[0!GF0!S@)``"0!PAY!G>P``N`!0L@DC-YDKD(AW6`!720!W70,'G` M!U@P,R+Y![)5"1J)/B[PB%[IE4+PE5_9B&)9EF(9&1R0`F;YE3HP`3K``3G" M`3P@`W3I`ET0ES*P+F')&D+P`1;`!A^`!A7@EBD0EF8)!260(X'":9PV`3B0 M(U8@EFX0F5^9F&OYE90Y`5#PF(]94*850*1:60X$)R? M63YBR0..:)D3X)P3X(W2PP!<=IW8F9W:N9WQ@`%$``]`&(F8`-)``/OP*)%X`4VP``/$``7.@5>$`!3\`!> MH"B*,J0V0``!\``]0*0/$`0_FJ1$:BE+V@,Z2J1+(*0Q<``/$P,]$`))&@-! MP*1"6J(-X*-!NJ.*T@-?&O\$/;`$`:"E(:"C-M`$(>`%4F>0>)JG>KJG?-JG M?OJG@!JH@CJHA%JHAGJHB)JHBKJHC-JHCOJHD!JIDCJIE%JIEGJIF)JIFKJI MG-JIGOJIH!JJHCJJI,H]-R!GI9I=1N`[J=JJKOJJL!JKLCJKM%JKMGJKN)JK MNKJKO-JKOOJKP!JLPCJLQ%JLQGJLA;JDCP`"44"-Q@`015.FOWJ%DE`$:9!+ M+X`BX781IT1RD[```^"6;!`!*<`.(D`!/"`&0H!M?W`%!=4^CR`"9``%.J`& M"H"-HQ`$'#`'/-"+NWI%KJ@`,=1!Q%@!>W5!FS``R%``A?$';_@@TZ0E;A:!C38(`XF`0(P M`:4D`A*@&R*0!P]0IBA`!T$@`00KU1B-\G`66@.6A03GF00E[T M"#50%(_``U602>$6`J47AI!@``A`@1V`!C>0!P*`!4$`E$>@;6\S!6.+!`+@ M143@`POP`J[T`%#V`B)@!Z5(@`?4WJCQ@`!J@`SDVF?CW'+-6;0B`!+MU M4Q5`!6Y@!B.'!6@@!F\P`#=``6A`FXL!6Y4@`7(`+78!`FDP!5CP`6^0N?Y: M"`,P!Y+``V*#`@ZP`!2C`IR[``WD"")P`PM`!/@7!W.8_P1I`+DA@2(28`-I MT`4=,`31B0!R,$5T:PZ[^10(T!`JP$HX4%JE2@/3"XY/PP)Q0`-2``<#<`=O M@"7@*`5($`T^P@",(>.P`,XP`87(`(-)`97 M``>'5R$A0+=^]`%B\`=7=`!Y4E'/VQT(<`5A43EP@`4[``?>6JHN@`94X'&V M-BN%,`<#0!F](0$(0`0@P`,3_`56T`).#`1+D`)60`5+8`2>T@*X90E!(+Y_ MT`#N(P-I1@6T6"%5X`@JP+J1@/]2CO`6*8!5@QFO"$`!CH`'*:`#9T`-19P& MU;0"?49H)ZP&*IS"=I`&[+%<4&8O*0,'5%`$$?8'/Y!\G@H`0Q``$A``J_(R M0/P'4#``VE#$"+`$-\`&2SP$IE8#='`$'Y`&&H($8!#'FB``UVH(?^`&CR3& MA2!-1I0%:<`XR]4&.E`"MJ0!@/P''\"YF@P'WC0!"D`'>'QKB5L($6`!8X`` M)\P=$>!_.)!+?T"WC=`":#R'17".*T!PC`!"B0O"W0!R-P`G-PU86BM9>@#:D`!!N0PM4(!V]@+Q/\ M"#0-!RUP+-=C!^>A`"W0!7+@"B:5!OB*(7!F>S(``!J``&80(]IQERF\`'!` M5M43`A'`!%*`7*,:`A^0`0]G`E?``(SS M`BH0`!N`)70P!D70`U=`!Q?-RUB0!!X@/""0!%V0!#09`&!P_P)#XP5-=@E< MH`($4`,``0T(J.P`4>\`$>8`/L MP`!=8,I4-`8?<`!/$P-`\`,)4`8<*P1KH`)`50A+4&`,``(G4*$$P``G<`9# MI`$0=0*SAZRHX]($_D4/``5O`'P'7D$"\`5?@(D-/N&9F@<#/@G?Y0F_1>$8 M\0`$D&:%`)&%G&:.A`(-#`TR5V-)7`]!@#1C@!I MA:`!FQ4!:6X)L!P*3P;GEC`$)5`(,!!A-5`"K)4)3R)RWZ`$3-`'IC4!#U23 MRUH(V`>-A2XWFPX)?A!R3^;)K>B#:,`EZZ#"&X`&"K5JH;>:U?N"!(P45>0)0C@R9Y>!WW!UBT6`6Y091"]!260 MSW!`XVA"`4F``.=&R$=P0RH``050`E)``&Q@&!Q`!21P`4.`<# M!7NP5WM1"(#%6S,`E"8P!#90.`BP1`4`!3,`N2'0!25`VVGP!!W`!"00:4T0 M'300*$D0Q>=C!#@`!JTL,6]``D"0`400`1\P]K!:\8[@@X]0O\BH*1WOS,`7 M`O_!`=7AU']`!6FP`G5L`?.^#XG^![#\,GL081/@"F=0`OV;<-HK/#=`S0&0 M!ETU.MJK`"[@W'-%!QZ`*G9Q$];0$V_S`4C/`6_P!2JFL0K0`QTA_PD3(`,= ML(D\D%"%T!2X[P0,$%4A0#$:*ZMZ/V@7_PATR]^!;\1?Q04:XQUQ@NF)GP8/ M,`<:$Y/'4@BY3@66[PK4L/E6<,$+U4>`0@Y#<\$(R`JG\`8(L`#PNPIJ60AL MH#UG``A+XREIJ>H MJ:JKK*VNK["QLK.TM8L3&HPV::8/"#4D"#!_!KR+11^%;6@*?Q%%?U0(+Q]O MA13(Q@+&+EM_$\D`)62%+1H""!)_"VE'(6D>"&1YZ$#K)42+0P"%)@@Y47#$ M^)-B0J$2:93\^=)B3@D0?X`D^*+(%`@X3/_RK$#`0^&?%FFB_'DQH0<&$$QX M+!AEJZ7+ES!CRIS9<@&.7(ND+=KCX0N/&7CP#."Q@L<51D7@L$`"!`X!)&\R M1$-`X`J"-'-X3.&!(!\Z)QGFG'``1^6?``@@^/QA1P:;+R[@.,B`($$6!!%\ ME+B:!@P>?1R^%-#!XT\4!"7$\,"QXD\'OFQ6'$Z3YLV-`0C8S#"U!TTA'@,6 MD;#"ET`1'3X5U%$@APD-FK!CRYY-FZ:-"!$Z%'K@)P*Y/UO>1/B"I1"6+J!+ MP=`C(P(%&W\@1/!3H'D(`%F$201!9IY)%()IED&%8HZ>234$8I)4TW4$#2E%AFJ>664G(` M1Q%0=/%!CZKL4`>7:*:IYIJL&%'$FT4$L84.NS`P@6Z%V+!%$1"TD,`(*&0@ MA!%L%FKHH5C2A<"B621P#B][+I)'"@BH$$4%"!@1SP.(=NKIIT`&844!)/10 MPA\)Z'`"+V9`LX@%Z12"A@0,I"$"J+CFJBN5(++QAQ10J)`"%T.XP(@"_[$Z M<<,?#,`!D0E^R##"CB)4((,"!P`7P09^A+;KM^!^BX94JR!+1CPD,#M$'E&4 M8(,7"&SPAY@T`"&'#01D-L%OX?;KKZ$+6$$`*\B"L0$"Z=:JA!]=R`I'40/O M@(,'?PC3``K_9JPQER3H<`;!L6[P<:TB1$#*']O,D`8&A4R@1L4,;"SSS%%N MX&JYL2[2+`@4<,"/`$.(\,9_WT!0L0`T)ZTTD6<,X>(J$8#"B`$(<%%#&A?L M\$8H0`P10!$X$$`$`M`M;?;9,9*01@.L'(##'!_8.!(:/%!L``\\;,!/`VK, M$4&V`\S1`MJ$%P[;`MFR0L<##RR["`H-\/,'X_]G%G)#X\9A;OCFG'?N^>>@ MAR[ZZ*27;OKIJ*?.91,!"-`8(T8(,'!+58!G"@I4()U*$E0P<*LJ-\!@0QX, M7(`Q+3[,4$,()S@6@@T)+("$%@G\/F(J/U!Q`C\VS"#`CHQ480`5>5*!I^J% MUZ`!1XR`,,00([B"1=FE8`%'!*>$@`#YIT@!AQ47X,'#5-&!-!0!"5!(@^YH M`08$I"!F!8""',*`!!DL"@[@>\\$Y`:@12%@<`>PH.UV`P( M"#2C",9:01IBM@@@(*#_8:9@PO`L:!YI0$&'A?@``I(!@C1XPP1S8&'A7)B& M-10"!&[001P*00(/:,!HG8``#30`!@>HP($M"($%JE"!/]#`#Q\0R1^2$($N M^*`0/#2%/S)1"+(`X0`:6)X&B*8%*%@@71!(0P'&H$@'@&$"(\@$"-2@@)N5 M8AO>2Q0@87H9X_N/`)T5@?%5\01PO\P0XE>(,/-"`$-1). M`CS(``\,U`(P:.!4"]#!!3S1`B1P``$ZH`!5"E"I!R@@#:0A@GU8D(8I)(`) M5^#!!2#)OU(,P!B+2`$%8O!!!W2!%U[0P0SVP`,[B!-O"&#`#730`@8P`5`3 M_S`!&>``PU>FX1P!J($09EF#%L@`C`L!`]6&@8HPN&%95)#`$-"P+!T400,X M.0`34E`"QSG3;!+`@0@0P((_X.`!S#P+`@RDLB7<,P8W2,,,@N&-#;31!":P MPAZ0!8$#=.$%&Z7G*>Y9"@TH(!B#XZH,KD6I(V0@#0<0`0XLX`L/*``.:KC; M'X*@@":<8AM04(`?%,"$62:`*PDP3@EJ<`-PH`(`5J`B%9+@@308(`3N80ID.Y`%$H"`XG3`F*;8AHBMRX@6 MZ,`.-J$B#59;BCK(5H?YH,)12)L&?FC`M3MPK&,0D-GZTLRA?U@"&SSC`!DH M@BPM```5Y.)4(N0A#1`H(P6VT`($B.0'0X`"$-!0`"'@(``E*,$8\H``,#2@ M`K%EJ"#(9SP#UZ0P<$9@08Y6"$.,N`"`]2``Q2<801-D#8/ MCOR'_S6D@`DXH-^RAZZ*.IP`"J>@P01^87&B.YUF24B#T!D!`*Y$H,E/S[K, MZ+"#5;R@".K0NMC'3O:RF_WL:$^[VM?.]K:[_>UD7P*9X$YW0TD@['7/N][W MSO>^^_WO@`^\X`=/^,(;_O"(3[SB%U\*/#A@!R#(`PEV<(:_*`X#$Z*1%&P@ MN9:L@`4&J*@JE`#,!8!@`70`:4P8D(\9!F`!2QBB(55GK1``:M`"%"`#%=`%ZE<+9\`V%7,^K```;R`&0D!>+"`# M:E`#%``'L^8*&_`!,J`#$P`!X,4*-X``8K`(1$`:\Y<*_7<*-Y``0C`'.(`& M9E!U<`!,B\`"3'8*/O`&(&$"?X`";N`R<:05(@`'3.023G0*&H!/-!(%9H`R M"(`T%?`AJJ`#Z3(!LQ0+"4`Q?R`#"Z0*"X`&G*(%"D!)MM`!30(!\M(*+A18 M?W``,.82":`"A7`!51`+5E`"G%`(<"`B-<`&;N@*$2`$#L!J_**()+4;"&`] MJM``R7`*=*`!5@`1#K`%79$`2*P`26`!+NT"BY$AG00:=;C M`(Y3!0(`4D'P&@L0CW\@`IE``U"P`1,BC85``SM2!?0(CZ:0!-6V'OSB`SI4 MCP+0>4$0@HR@!S84`6N3!R)``QA##]]3"$@0CH6P`K\#CFC!-@PI.8\D`IR` M!!$P`0(PC8O@#^:Q"'(@`%&0!@$`D6X(DARI`A30D(N`!*PX!1F&`J^1C"BP MD7\P/9EG_P<"X`!5P$%/@)0T,&M!(`"SEEI!LHNBD0)"D`8R@'X((`=D(`$3 MD`+VAG]^L"@ZL$O1,@%HX`-0@`!N<#`(P`$/H`4(@`,XT`00X$"DX0$!8'5` M0!HQLY)OT`>%``4F$Y;@90-R0!<%0`_R0@]PP]O@)OH]#XP@`,M(`?S9`+O MAP`T($Z#8P-O,`"?$`23XGXOPQ64@@!/(`%0``0!ZC`"")`!)"`'AH8`_44#5"$'1A,U M.+`HK]$%$2('(L``BN8,%N(L"W&+/J*5U^`""T"AY%((&B`#_#`!<\`%Y)0# M+.`&ZY46BX"@`4!.7N!"(J$""K13%P`K*0``#N0%&B`'?U`$HO4'+E`"36`` M0[```.`'OL)7'4`#7\(()4`(18``^U6,)C"'F>F6$U`8?V`#5E`!/-`\Y)0! ML+(%TF$'(U`8Z#`Y"(-8T("DT`"B(B`"O@(!/-`!#;09C-`4#R`%;M`C948" M`Z`&"U`#);!,3)`$XE10S`V):*QNP!W6V!`UJ!',06`V!"@5Q"@8Y+7,`#6CQ`!!@!>:``/'S M`4\HB6@PA6$W`133,R+@0ER`0TL@`Q-``G48!`C@!&5`%%*``U[@#+G``PR@ M/Y40!K"5E5FX"'"`)T+07XN@`2D`$1-@$"XD``JPTS@*G$`#2B0!AT0`)Z1`JTT`AEP M?G]@!"&6`3CQ_Q$(4P'DDF$3H`,;X`(N<`06`%/VH`!NP`!;8#L:\!LE4`$7 MT`45X``C``=[4*X5TP(&J0Z^T`0),`$NT`(M,`55$"L3P*OM6@HTUW6ED&C0 M,0'&M%WF]`%P,A`QRPA!D$1@X"(3(!6XX$N'E@=@(`10L*TNM`)C(P8CH`;Y MV$3-T`$?H`,(T#SL-"0H6C'N\0?\Q0@P-8SY"KG\>HD+\#J%T`<08`-,9K`N MH$"R*CGD%R^^!+%/JHE`A73!FP<*0%EST%.%\`4Y,P&5\+HCBP":^@N$@$R(`9'@0O-103'N`@4P/\$4+!Q M(((P%F!#)CL!6$0$@AJRN:`";."2&@!CRTM+^3``.)`&`_%!SLNVTU`$5?H' M-U`%7Z8.=XM"J-`%]$EU>3"%H3`!+4A.0%5(?U`%P'2XC,"*MQ!8CVL$3!8` M$P`"+6"Y0@J M".`J^<(&9P*`NJ$`A%`*Y#1?M(8P)58)>C#_`&4V?1=@A\/X!Q00AJK[&V(P M!%5`!R7P!*'1`W61MD<`O+[0`"`Z`'0`!!`P-AB,MP#0`!+0>2CG!D#T!SP@ M`&4+'HW[!_GR`-*P&6S@1BJ\""S<,A2C`[F0`TRF`AI`!WM@N;Q5,6)P&!1` M!S+0PWPX!R%`H5P``E_03$'B`^*D`&%W!%;@!WL0!\*L`G!0`@F`$4%P,"J` M!&RP*$S`02C`$6EP%3_@$$5P89>:EE?Q!+"L`SDPGUN`E_#C)4F0B7+@`E`P M,%P!`U'WG'\@JQ;0!]#0`7#@A*I;C*KP!&F)G1^0`FAPG6P0!$.``!2`H(NB M!TW,!(MB#SOK0'F9_P=08`4*8$5^`!%TX`8;^X*+T@?"3,T4J`;Q@@3KF64W M\`EUF7Q_H`5#P`1`U&Q6T!A&L)Y76X!$L%UN@`*DA0"?D`%Y(`:+T@QV?0$" MT-+=EP8ED+!L`-8$P`1#H`=HX`8F4`=<<0&L!@<,($X4``!DL"@50`<'(`=* M5@@B$)=LT$L/DAE-\#]+8*LND+!PX`@C0"E.8$4Z]5]U.3],X*&&AC<'7=!V M^"-ET`$58`#64P`64+*EX`,50``/``80H`1:T`*Z\0`58`&^N`@#,`#,_0!V M4``>H$,5$#,`X`07,"%30`4F\`!A0`4!D``#5&`#2C#@!V`' M#V`!)N`X(F`!!P`^(;`!4I`!.E0#3K``WTT_\5D(.>`$5%#5BW``HM??0T0$ M"<``DD-(7^"2?W`"#$`%U2L"!1`&DB,`%M`!.T(`-XXT2$`%3V"E#)``#A`& M.T($'9`!G%(%81`"2I``\=C@!,`?)\,(*``$&6`"MV('3WX$2``#67`#1V`` M?X@$'9``^="1`F!3>6``-1``;CC?-;``,/!Z`B``A/(%*^``2:"11N`#?9X' M>5"5.W*4WT,$!H`$7O`:-.#GC)ZJ(^ZJ53 M!XP#UH;`.%A@Z@\``B(P=[#1`*U.?91#`P\@@:3N9"]P`7'&!IWV!TH0`3HP M!PQ0!$(`ZRR$H'[P`$;``$.@J2/0 M3!D0=0_0`=Y!@;`Q!?"Y"!&$`8<1`!A0`2:-[2PD"9TW`7"`CQ,`!9.7L#"0 M"7E`29(WRG@``LD'`':0+NU#`I6S`*CG$7^`!Y,W![$T!?;P!+'R`)7`>Y0$ M`M.X`"20?$1``D10!T3P,1Y_)GBP`+P7\2%O>3J2B/3^*3G`!%3<"0B@!0PZ M!!HP`//Y`6/``G+0#";0_W&""`)B(`9F\`%8(`9^0Q6+X*8?P`-8,)B+V$9_ M\`,*8`&4PKR,G%W$`$$)<8W%-`8!`*X"USD.E_ M`/\#.0.EJ"P$*F`!>S`61<`&8F9J;G)V>GZ"AHJ.DI::GJ*FJJZ,T.$*9&PA>?PALAQ((#W^Y%@((=']8 M+9)V?P!+#'.:="DJ,`@2BQ!_"1-_"AE_#W!9FP/1F&06AV(;AS MEAQH,>"/@RT9:!R:0@$"""P;6IC0U.%##@@V3)!W4)W``A,7!$! HDXP0# MZMW`@`D[!5"!!TW\0<,%,�P@H!?-?!'PLDT`(7&=3PP!H)&/%''46T``$2 M2C#`P"[1Q2CCC#36:..-..:H_^..//;HXX]`!BGDD$06:>212":IY)),-NGD MDU!&*>645%9IY9589JGEEEQVZ>678(8IYIADEFGFF6BFJ>::;+;IYIMPQBGG MG'36:>>=>.:IYYY\]NGGGX`&JDD5"0PP0Q@#)!'`)DA`<`%!(Z2!'4$-'$#% M?'^``,,(S&0@P"9YA#'"`"!D`H-5)])@PJ*;T#"J0_`,P,(*AR`QP@@S3'I( M%>4)ZN8',F0P!QQ4**#`)L@-09`30SA04!=II(%&.5;`H4D0")B6"1YCP''" M!'I,2L0;4*SG3@N;+,&&#G(P@<(?LO"`@`PGCF,##M0<4H<:[_C:Y@0GD#`! M1>AN$O]!!3I*`(6SF61@+28H,)&M)@)S\,<6:7SZ1P1_8=+#$`5G`RR)S[PX&P4APB0ALR6_"$%`A':`$4N-KN) M,R8,H/%#`7"$\/,?$#A!0B1Y0)&!"0@,<,,0!DA!@51F\W`!`AG0`58!%I"P MUQ0>$(<``!I<$TH.`Y@!AQ:84%'N(5I,$O]3P2^0W#XQ)"W"0H4,:Q$?0A0AOR$`&&QR$ ML/L?8#@!`RQ"@(:$H5]JB(#L$``"%4!!`12PS`$! M,;L!Z79A/@@8H%\7*,$+9F")"'A``$80``AD$9934,%W?Z!""7@R!!6T(`T3 M2,)>B!,",DS@"6[@@0W2X$<.(%#9PQ9>9[ M0!;Z50$*_(&-)/C`+?X`!!-,,!54F$0'Y;">*,Q@#6GP0`.D`($H;.`($Y@$ M.$;@A"A$@3*:^X,7_O:'$&A@!F/(1`NZ<$D5?"`@/L`$;N;C`3(DH(<]:&6: M''`T3)P1!U%9E!#`4`8D(/W&6(][,P$#=:` M!!I`X0E_@.=!&CI0`1D8\P]/P,$>-#&&F@G43!^`PQ!P>8@B1&M#7QC"$`+P M`!P,@0WO:L,0$+"!4@5@"'#@@>:HP)>MTL$!;AB"$RBAU28T(0YPP)0&Q`<* M`!P&#DCM8+1Z=0@BI"%MFF@`%-(`AYYBP@,Z.(0(JH6`-FCB"6N%`V2)$ZVG MB"`"<2C`)C8P!,]>]4P,R\0*6"F*?&;"B7\`BB:^=XC8WB"V1HCM)P"0`]R: M)P<5U(0(8J:)!1CA))FX05P.08,%5($3<:15X8)@!"FH9P$"$,%KQZN)W*6, 0O.@=DQDFH(CTNG<4@0``.S\_ ` end GRAPHIC 18 m62094tom6209406.gif GRAPHIC begin 644 m62094tom6209406.gif M1TE&.#EA?0&.`>8```@&!Y>4DZVJJ:6CHLC'QK6SLO+Q\;RZN9&-BYV:F:FF MI>[M[./BXO;V]=73T4U*2F5B8GUZ>>7DXW5R<6UJ:D5#0RTI*5U:69B6E:"> MG%A557AU=(F&A<'`P-_>W>KIZ'!M;%514WKZ^CF MY;JXM\[-S#`M+)N8EJNHIH.`?B@E):.@G]W#@BLH)QH7%Q(/$/GX^/O[^_KZ M^?CX]_W]_?/S\BDG)UE75_KY^>_O[QL7%X2#@VEG9R(?'____R'Y!``````` M+`````!]`8X!``?_@'^"@X2%AH4(1X>+C(V.CY"&"2:4)@$.D9F:BS@D%A4[ M`9NC@UH>I*BID4`3$PPVJK&.'R]+*P$RLKJ'35N[O[%980`A$SD6P+('<`\! M6&])R8L,`%W2UX]>-",5.1G8LA(5`&HE92\-X*@9`%0?@E5@7W:#!%\0)!M? M%Q1`)%T"!$WHPB7"ERX;0,#X,X3$A!$DL`2)T(72"R2'N`P15*"9(`P/)FQX M0)+""C&$O@`X10(`ES]`OLC\HN@*B@=\!`R9*1.((!<)!BEX(7.#B007OJ!` M<<$!B`TH\$1P0:B&"A4&_L3!4*9!&));`@XA29($DILD06QT$68@!IY?_S`2 MP@#`#\I!,5I<`#%/`<\H$_G(?,%%!@6>,/A*&:2'#P4T7@;(A"&@119!)[X< MR`!WH2,B)!H8.8,!R+/XP M@%MC$`(`+Q:<`:!DD),HA!S(]-+!Q9@%@@Z`990#, M&`!`$04-#,"?^!,%`(,=`)P$^/%F?H44,!Q``P@$`$`"#QN$5X@8.7`@B`YI M`##!'`P0T8$#>Y3@!`DT6#.(2@3\,8%+?Q#P!@H%G''!'`"`\$<:#URP!`@` M8``",G5T`4!Q?UR@``\Y?/`#'AWD\$H3#"SQ1O\!'93PQD:"F```(79<\`<( M1!2P!0`Q_,$!`$;\84$`!3KQ`0H`1/"'!@#@8"0*3=AQ!PJ$,&"!"@"0,8@. M<%B30!D*U&#!`PJ\\8!P9?!0``ELS*'!'@@D0`0![*DPR)==V%D!#Q=8H$`2 M``3D0'Y[=(%F!D+P\`@`%N0"@P(?^$`B"G`$D``;$'@`7D`=O-$<:D*H^8<" M*?``0`4T"@$`!8(P]0&>/%@0Y!])P-'"%V]\89R""@``!CP`6($7#1HHH&P- M7X;``Q$F7*,`#3>PD<(@`0!01AQ_<`$```Z,6IP3&(W#1I=EE%BP(&?<\<=Q M-<3A0CIE:/O'%D2(,-?_OOB6N&]S%ERXA[`4E-'#AP`4(```-$PAR`,8_&'# M$W^T\X$#ON1;1@$-+"0"#0`$1=\?1?YAAP=!SU&`'4M8P.,V@[#Q1D9P2+$" M`$L,N\=/4Q38@2!J`.!H&3;0`T$%?WB@LG$^>`"`$((T0$,(@Y`@@*!5DR3( M&ZH6,<$?)M`@B!""H?^$;$@^DK\QP(YM%%&RR4"01KN4`,_ M>*P-#R*"S_Z@$C\`P`0@(S0(@!#ND(YN)8`"AVI`&;96&P`00`-PN($@2$`V0R1A M;Q8`@,H@)QXM:``+'K!`%YQ0!O/83P-H:(+%3+"')6Q!50Z@00X@\(<^I&D@@Z0<`.?[03!`_"\(<`4.$/#Z!"$/B6`S2T`?\.A#A.&7)`#GS%```0 M2,'(3A9!E\E!`66XPA,T8,=D2*$,%K``%0!`IS]$0`-NN$,"?*`2&XQJ!PE8 MP_FR`P?_&6P0$0``"Q"0@C9L00."N%^^`*`_`93A!"FX`#T(P`,1-`&8,]L# M`O^`(2>0S`%)!"`FMS"BXLA!"WXH`_+TY4ZN/6`8N1#A"T58!BR0`&XI%,0* M!U$!]Q%"7Z28P`>J,M<&RL"")-1K(P_P0=\PH8`0`"$'F8..U0B1 MA3TX]:G?$@0!Y&"%EJC`#CK_6I,/5':`-:1@!1T(@9(FX(,0':$,7(!#"6KY MAR:HRF8'D"09ZV6!,H#.!&4``QB($,IE.8``F_P#!=S@35'4JSAV",$>`M`M M%(#A#+0!!@I"4(,:8`@.,)N`!HZ`L@"H)`K^^@,2N%"#"AQ!#%BPUS,1UH2% MG5`/-O""&+0)`AI8TD>,=`^,:!!$U+W@!;( M00:P^A849HH_`"A`A!;8@+'J![2!=O9E61@4P`=Z@(,%2%"Z4R#N#S"P@A2*NLV5"`*6 MIQ"$&#I`XQI[QGZ",`"H;+"$*04`#L'Y`QB4%M8_M.0-(:)`+WP`A[BN[*TG MVZ`^*LF&`C`C2KV+@Q06(XCC,*%.`/C!`]Y`-G9(5`08A=X'&E``MNZB0"RH MPQ_J\"4F-&!L=;B##SX030;0)5!:`)L0JC:%-_X!#0#(@@3`4`8$-*!O4(@" M".XPA#*`H`8)6-8@!N`^`(R`#@_`YA\2]`$=$"$,45!"&=@F"#O0J`!R8(<* MGM``'W"@!DY(`N04((<-7/(/L_-)&<43`IY"\FP("-("3/^@A@0TH0=1N$`. MG/R'*2P'!4\XPAG2("(D]W@"04!#&:!0`RW0``<`R,`3=-0'.8R@#%2YLQ`R M)@@)4$'8?^B:@U);-3/D0`'Q"8H*J#"$.23J#Q(H@P[@1(5801R^`,$E':` M0TU!6028`0T6\@1>#L('S!,$$5PT!Q\XEP-4B`-Y7E`'$YS!#*'C4I=)-`C- M"H()`$`"_S1`#S1WP`EP>,<,5+#!762.O]5V*ARX6(8I*"`!0W"J&ZCP5-`4 MH`QL4!D2GD2#/<`!#GL8P!RXX-3_'`!^`RK80WJ(L(.L"&($`(#2*-/@U/G8 M(059^($+R["'$,18YNFQ[L3VQ;-]\=+@1$A!K89%A.\D#P"[^0,;RJ`"#TB@ M[R["@5-IX(<]'(#NAN]B(0R0.7NY:`%T]P,F%4]*TW?!#:T'`!R8A68#C7I? M0<\F`-B`D06$/B`@$'$*RI"%"]C+`PQ(`1'<``!`!38`@`DI M`$`;`A"&!H"G"1`@?76U4F]0!F$2!66`"3I`2CX0"?8"#66`!"Z0?VSP!SN0 M`RE05P\@!6\@37^`'@2P!G"@`PRQ+^X433D`)=%D`6Q0`@;`#CUC!"7P0/F7 M@0"`!8(P_P`\DP/M,CTY\'&IE0-1\"V``,X`%*%0-W\0%<&`E1X(6&(`?]8EQLB!=3((X`"U1`?]\@X+T"]W\1,.X`(QYS+],@A9D`%'$"9!\`3;\P&V]P$? M$`,24!QBD(G]`EL%(`9T8$?&-(=RZ``U$(=O*`@,`(?]\E^/P(L"D`&G$`>Y M6(8%$`!9L`!Q6``94P4-<`5`J(._OB/`!F0`CF0!%F0 M!GF0")F0"KF0#-F0#OF0$!F1$CF1%%F1%GF1&)F1&KF1'-F1'OF1(!F2(CF2 M)%F2)GF2*)F2*KF2+-F2+OF2,!F3,CF3-%F3-GF3.)F3.KF3/-F3/OF30!F4 M0CF41%F41GF42)F42KF43-F43OF44!F54CF55%F55GF56)F56KF57-F57OF5 M8!F68CF69%F69GF6:)F6:KF6;-F6;OF6)F7>KF7?-F7 M?OF7@!F8@CF8A%F8AGF8B)F8BKF8C-G_F([YF)`9F9(YF919F99YF9B9F9JY MF9S9F9[YF:`9FJ(YFJ19FJ9YFJB9FJJYFJS9FJ[YFK`9F[(YF[19F[9YF[B9 MF[JYF[S9F[[YF\`9G,(YG,19G,9YG,B9G,JYG,S9G,[YG-`9G=(YG=19G=9Y MG=B9G=JYG=S9G=[YG>`9GN(YGN19GN9YGNB9GNJYGNS9GN[YGO`9G_(YGZ7) M`201!N_0!6D4`O2@7TJU,B40`F2Q!A>0!N3S`'`P'PP0,F50!B9`#P'@`P\P M`MRQ!1;@`PTX"!0`)50MP:!]0?\21X5)`*60O\\-+`` M/2@TRF(O M%A-)I<,O"W`!28``AB`KS/('4N!`UZ4O```%"A``6C0(5M"!`=`Z%B!J?U!] M_<0;211FH!4N@Q`$^_)E*;H'Q_('?Z(>@Y!P```\F/D%/[!+92``"O"O4Q!< M`-`"@V!']5(&,#,R;0``;_`!D`,`_QI-```#^Q%<9>`$+,!=I[0OUR5)^])( M61I$)&*[,O*4`';7,&^`$`:R`!/@0T^R(%?<`&J4,(,+`OXL$WY#!1 M$SL"`>`$G\'^`)O(Z"!C2LE>01+W4 M8A3PB9;Y!7AP`.GQ!A4A%%?1#H5`(P"P/;Z4K'*PM/\ZK0[P`B8@.(3*77WP M`&L09H-0KUQ;"*24!*14`OU)#2,2*H*`<4VW+R7@!B%2L.F!@X90(&404'@[ M)=UR+"@U"'"Z"$9@O0`@;(=;`+LD(7`0A=X'N1LTN464.P:"D`%O4`4Q7+-TL@"FVX/LD0/-MP::FR!E,(CU0@1&L`#!);:"92]V4,#@ MU3V*6ZDID'\`P,1_H+N",`144`4KW+87!%Y-4`(FX+.G4`/1\`0&H`_H+&P&!E4'J1PQM)$!S5BW8VT*`C2P7I MH,2`?(/@-0S@(7TU&[_[,X,]V`=P`V#[0JF59"^)"FQ(^PX)XC="8W]J$@`9 MC#!K_`=GL$%.*RYR_#XL)%7[0@!Q`'DOM`2^7`7Y5SW<10#V9\+\\@3V!_\' MN2P(82L(3Y!_P'-W_)(`MMS$^])&^),+"N`']*`$^T(G/RP(+6`OFX0`7;0$ M;4!*+Q$%240VRY!HM4$%2Y#0I-0<:&`!-0.9+J`"?I"UU-`N7E`&>"`(.H(R M82("*!P&71(#Q6<-=#`.(6"Q:5HV)0`'/G,#:O``#7`!<$`G#9!:`.`&-N#& M31`"LC*X4R`E;RPKZ:8`.?`&6>$"B=L"*^`'_(G/;7NH)3`']6J_4BA&.Q!% MUL<`\=HS_4D(#=#+&2``[S8$!&`!)9`.4#"R3\`%.0"B#5`".6`&!Y`";J`R M6%T&!L`"I+0DX$$G1Y`"/D"&+$M^NP1*D2D`)8#_`K$'&VWT!3S``YOTV(\- M'04@V3R@"%Q@V9O4`$`P#B/@!%G!`H\=LCHP`&8P!CR07F;`!SS`!UQP`K;# M`99=HBZ``([]!;(='`>``B9`HP)@V8^-`EP8!TG``%)@V3$P`!N@`8]="#`P MO,)DM@-@V7-+"%N1!"E0`A4P'PK0!'>@"#^B`6G``3]0`4G0GQ+`!G:``>12 M-2>@`6#``QP``<`-:W^``8[E3D`@V0C``C]@P_1YDSV@!H\X*;)`A10`A?P`A=@B%A@`B"`I8M@`)5@`LX["@A@`A.@P@[NC_=$!'"@ M`2,07&284@W:PH-;.%`"V#(`8?D!Z<'CF90P'UP@-#0$HU8.1+0!Y-H"R6DD0@,`"!"NO. MX?_F]D(`3C#8ZY0\/&,IA9`Y[=)0/@'L*E%V@G"[1-X&Y(%*]K@`Z-[LU5L< M^W(`W:,"]N@3\<3MAL``<$`$HT(#/;`%0X`GAOT'*(!F0/'@G`#'DQC#N0$B5L7 MZ$H,T10G%+!]AZH$,$#C^S(!K`X`"BOSA*#F7*#F2G`!*O!R@]@V.V5\9[," M(H6X`L``.4`#%'`&:S`"E4@"(R!M*+`!(4!&,;#2)*#_,EZ@%%\@#PP0!&Z0 M`S*,!9B-Q592!8;'762/&M!A!U`G"%%X"!_P!*_^!PV@N:K0U:K0`"2>^:S? M^J[_^K`?^[(_^[1?^[9_^[B?^[J_^[S?^[[_^\`?_,(__,1?_,9__,B?_,R) M!!LP`B;@9LIOD"SP!CE0`C3P`V4>_02I`51@,7J0`[!:XC@@`*A_DG'`!OB) M<&70L"4^@X^:DGG@!RYR:`ZLXP[DRBII`4CJN6L%"'^"@X2%AH>(B8J+C(V. MCY"1DI.4E9:7CB8`;PZ8GI^%%B$0`"-RH*BIJJNLK:ZOC"(``'RPMH0R/!%P M`!H#M\#!PL/$Q89190`AQJP)_Q:S.4ISS-35UM?8@WL`.079G@Y?&@!P%RQQ MGPL+W^SM[LQ[23\/[Y96R;,D1I0>*C-_=GQ0J$>PH,%/>]Y0H'%0TC8`/_P0 M64'(0PD_);PA6E`"0(<_#'(`T&/("\6&*%,:K,*&B`(`,A;1J4(GY38J#6SL MPB-!D!2@`F&+(P38-BI9DF$JXL*H&20"4 M.;`B18-$),J@T$!%0*$](Q"QH+:-B(%]?X*4:$)FS)T_3[KN0-0"``>.*4X5 MNN(#0/^)1$9R9#;,NW>E"+.T[DF0J,*>3E"(U""T9ZBA`F6^()J3@8NA!79` MJ2BSC!`=-1N`P`GRYP8;P(?&/;#S(,RA#V<`T$NTIX+O^_@;>4@&Y(\&%(6P MX`8--P!PP2`[_""&-LX5$@,-IQU2PRS+$5)!%Z",P\,A-,`P`@A_3```$X<4 M41L`)UB`GB%?``!!(F+DL&)^--8H2'S+B$C>($(0,0X``R&R1PH2)@&'!X?@ M,$M_@]1`A6N?&+6A(4U(P0`1!70`P!*'6+&'&C[\D`,)B*P`@'V(U%`&B3:V MF=\%W'`1!0!'#,*"'R=,\0,`T@D)@`Z&N,"&@>@4\M(::_#_)0@%9SCA1A<: M64*%!3*$\`,0LB4UUA$YG%'"60'"@<((`+A!W"%#E'$;(F#<14@#'CB``!E`;L\#A1!D8"/)%"4H(0@``$2220AEX&(*#2#2(8`@$.=S0!!8\ MKB;#&7"T0(H,;;X0QP0-4+!$'%G`,40@? M&YBER!QZE4%P#MQA'`":D(8D<,P0#-@=\!:(%``L1Q/2&L($EC"'!C@A``,` MG!+(4`FNB?]+!;,H5B$(P(L9&4(,-/C!618@!";]@0QGV,,>RL"!!7TC#ADX M`Q%4M(9D#<(%=6+$"2(P&0U8P0Q_F`(-`,`3[3'PB8=("A2,\!0I*,`"%W@# M'VR`CS*(H`R5D\1+?J$)(NR,$,!P"$MC)&,$Y8@0M8<`(%T$40 MZOB#`0!E!X4I#&X$<`$!5IN!,LR@!C&(`5^"X`(7?,`&+H`!#!;@`1L\808Q MB((+&$"`&!``!@Z(@11@@(,9K!:Y.M#M:AT@!2DD]Y:K72T.LLO=U#*@!E>` M079=T`,&>(`!'_"``1805`/,@0%/B`)NKQ"%]4[A"C6HP10\X($@V``&-O!` M%*;P@2`$0;XSZ.]^%6A.`[3*>6M;F\&6"(`[),$';P``$$]6*;%BA+S$[SW@`6!Z0`G@ M\``A6.`!9UXB$7Q`@PDC,PE$7L,#?)`"-JB`"BD@`A'4T`0\LP%";+"`P0XRI4+""`;#2F$Z!!9)PY$JS(05):((%5)"$ M$JC!PB7X@052<`U&\Y:* MGI$0N`H<-VSX*AR(DC<%`"@AY#"ZC*[@IQTX@&EE\(0`)*`#2&!!`09P@`(@ MSPE)2UH6&#`$"TC[#W$HP0AD<`(=(*$322.``QRP24@PP*2#R`(/,-#_`0($ M`%"VO"A:E``$;WR`!W:0`7K']P$@F.T#RZD!!G2@@-+^X0323J`@9&!2&\A@ M#%4]`2$84``N\$`#(1A!"/```0C@803%;"@#&*#'1&2A`+.05B%@E@.A3^*S MKKB"4Y&8B`8PQ1`-F,8E%M!O0Y"`<(.8PQIR<$!;?*":,XW*!Y*="!PL>0V& MT`0ZW_&D)K#A`0R.1`%&8((7@'WE73A)(5#0+$1X83Z#,$$9*)+->MBA\&%W MAP#@,((]/'L&#'A`Q*20IF<;RP3G<\04E"#,293A!'&(`@IRP,%#'($$YI"0 M"IZ!+$0`H0Q4&`LA7/"&IB%"#"1@L`P>!Y#$__O^$(MO/!H$,0-9`\`'.6"Z M(4!0[$&```"F+T`-4X#)EX("+0`$6 M($Q&4`8Y^(*^AP%PP/\&`X`B\!8T`*!WAU`O\"((I&((6```8_`24#,(&O!Y MEK`?`.`"5L`&4\(<8]$:)5`358AF#F`4.8!XAM!:0O"$BA`'%``&7#`_<)!S M:IAXK5(&\4$%@!(^\F%^A?`!*@`BA%`O?R@()]`++Y$$5T`(.D`$!D@)%O-] M*1`&+F`(>Y`L!B4$`]@6$P-#.,@(-=`5-$")B$`'>R($,0``:1B*,W4`/[`' M!I`84#,G5``'(-`!9!=^.9"`-9`$@"<(#G`'0O`2)9`&_S`(8)`#T4,)!4`$ M34`$8]!U?W`!/@`!`=`$PT<(<'.#%<8#`N`VB4``6]`!;S!/CL``I*`&`"#_ M+MCH>UH"!WK`,BJ`42.P`0.P!7!``VAP``D(!0"P&8,0!#ZPCH)``G>@`&AW M!^4D"`HP+Y6`7RC0!@+0!&=@-H-`*I)'`P60@`TP`EO`!7`38\BR!/.("#[0 M)X^@!+!6@1FY4ALI1V1`!%Q"20"@!7]0<7(1`@SV`Q2`2#9`!3#Y!PA0`0K@ M!W\P`T)@`H,P!2F@%9,`!&X7!M?W('#@0A8(`!MB`TF`=8/@!$+@-`+0`"P@ M>*K2-X>P`529E99Y"$^0!%SX!S6`18+`!7!@'8(@!VT@!&5035I@`=F4`#2` M!(9`4@J03'\@!0!@EX)@`C(E"190`37P`F6P#G&P_R?!\@<-P`LH<#(-($>% M0`+!`GV#8`8L$(AG`(I_\`.5>9G8*0B:N)EV\`)LL@2E4`AQ<&QR<`>5$P$W MN7(6("."4`=WH@'H\`)44(Z/H`%P0`$>\`8:80!,4`*=$`5PX`>Q)`8=L`$" MB9%_$`%I$`?6:`AB0P6+DYAAE)W8.0-L=@@QP`854&TB2`,G<0'7.0AC``"" M"0-4X$>D<(V-X`(H,(=-L(*"D`;EM`=[0@<1LP5?\`)$T`=X=`0`()/O-@AQ M()FSMXL4BITQL`4<@()8L`7WF`@HX`8!8`)P`*.%P`!@<#^"P!)=(``-.@E3 M(`0BD08L0`=RT`!?T#U_\/\4`.``91!]"Q`I?7!\6KH(`=!W1XJ=1E`%F-`` M&T`#%M`""=@(*T`$7:&BCS`#6X!F;T`$5P,')_4`;Y`%1H>A=[<(1A"B>;JI MDO"DD6`#(_`&5'@)5B`"7@`$QX91J-`!N\&IKBH,8L!L*8&HKUJKMGJKN)JK MNKJKO-JKOOJKP!JLPCJLQ%JLQGJLO0I0*P`"G8>LSMH.4R`""!`&;A!AL^`& M2^"(S[JMAR`!=3<&/;@*'L`%6-`1--`$#_`%"H`#`_`"$/`%-."*W#JO2:0$ M(;`V>)H*CLD!2Y8#5Q@#3Z"JA&`!:4"OV\IQ(?`0%K`%!0"-EW`$7W`&008& M`8#_,2+XI@9[K%)@%!^F`1+P=*@0!X$X"VL04HVP!@J2L<)*!R*P"U:!`%&9 M"A+@!"/;!`GS"!ZP!D00C-@`4&;M`<@`>VBLH41 M!T\%`1T!!R%``B*`E9CP`0,``H^@`WB&=+"0`0G@`$QU4P$``A6P M!C.T8ICF`TWP8XSF/P=%,&6P!W>F`5PP`);GM`11`TJ`![.P!VL0`$-PIJHP M!P20`=L!!R6`!@ZK"$'P`&50=:W@`23`L9!FK8%F`2/`!$R0`62`,P5P`#6` MMM;%`@P'?;"_P-UF@HP\'Q>,08\ M*PDR4`)E0)VL,%$11@1)T'`#(`*>:@DL.P;5*A]"N;O6(`.HHQ@C4`#;NPI< MD&$`@`4)\$>14*@Y8!G!``,'D`!8D`QE,#O4NPHNL(=-8+'<.PP-L`0<@&MP M0`45D``QNPIBL`2UP0848+*3(`6M<@$./`R;Q0,C,*8)$+R8$`,;1I_]:PLM M:[DV]GT%(+"L(`5XP`LF$`.#&@D9L)Z(60T-D`4M@'Q"P`0'?`FU<;D??`L& MD`!ZX087L`->*@23BPH?4!M)H(J2$`.DH@(LR0XXL`6.A`4%H+Z38`,A5+T] M#`IY<`4=L`9PH`(_$*'@&<6I4/\$^84D!O`,N4D)4'"O/L"C!8$!%4`#1-`! M-]#"CC!(0-+%K"`"*$!C9>`&@BD(!]96`%YP(!QQ@)1]`5 MP)(2-5``>K$&6<#'BO`$PNF/@%P)=,`%$%`;?F#%ESH(-Q`"90`&!Q!WC1`$ M#F`%`=`%*."[A0L!:"`\)("U71@`XS",?]L0R"':T,#)J`$#A`'-I`#3="TC\`"7_`,.0`"QR85=C`$)D`#*DC*K[*' M27#,&;G_1"Z(`+S0!.2`QM<``UR0&$1@G96@`#)IK21-#A50`7C``UO``S,0 M'[W@OH-P+-WA"#/0`J32!!H0H?>!`.=ZAX7@`!T1@A3*-567%-KF`Z=I#7(` M!1S08F>@T9;@7MVU6L*DI38P?K8!.8/P$A.<"$^0A2YR@H91!P%P`M4V!?=Z M!M6;!;P`TV%'!PC0!P4)!"!P`GV@2G]`!PF@`?)2U.BD","G:P!%AP+OYJ!<;P!&I7A(D`-P!]""P@M0!P!A@@AMD@`U(``1I0 MVA>`B8JP`8G1!\=8`#FP!MKZ!WW`"XO=4AI``Q.0`RCP`=M@_VMS&")-L`$` MY-UNU`-\-%?L`TW<`8Y MD``1L`!@4-N+$`6(I7`V@`0'T`4D``.#6U"`"3[*8CY``4#('1I`%'P-*%#"^K5`#+.`% M$*`R>$N_/Q!]@J`#LY!_B^`$/]`%`=`:96#/>*#5@V`#*V`!+"`#R<`&5DI_ M9>`87^8?'J'F/```UO'FM+1V3F-(?Y`&#'#GG,0&S;$&/A`"$T``E6P-QN,R MD#`#(J$$3U$&/X`"!\T*=N```["`W"`$(=`%77`6/4$!U`=OI'`'='B`M<.U M)GT!#6`7:P"-9G``]PI**V"1K1>*&K,!!D.SMQXW+##`2Z`&OM/KA5>M9]`J M8J`!SN$!2<#_O(L@J_70!"5PQ(4@!4O`!3^2!@/`OZY@`T[P)$&V`P[0WX+0 M!CGP60+0!3^B&#Z`*PR@5U@0`"E`,#]0K1M0301^=T"P`QH`+=S06AW8`CG` MW2]X+G>`T1D@$@'0E#"@-AH&!]'-`4'C`\`!EE`X!D@/`I0![MWO/4W`WH\ M`S)`H!T0!0[0`1V@!W:@``D``SH`*C&`^AWP1TC0`D!0!Z#?`>.3_P"N62-V MP`5-P-"4B0%``(0L)Z;,`%><`0>(`<&$#$T``%GGPI24!MA4,*+,`., M$FX@%`(\4%]_8`,.D`0JP`$=,`-2H`,,@`X28!,`31>H5CWKH"6-@$&(,AP;T"!-EP"3##1PL6$+A@`4"C`9(D1(QZ> MH+$2)P3'"^8=\.W2^P=^&"H,V+[TQV3$BR@PD'$U24:*&A@8H0$$X0 M<.&P(PF*'P'>I&C_HN),;1]*T'!&"B6X8H$:3:0AQ`AJO/&*+;6-L$9M%211 M6PD16EA;$PN.((0:(Y0!0(<1EDC%*Q:4.$(%KPBQ10JOE&$;A0\"0,6$/M0( M`!Q;Z.CCCSZ.(F*,0XHX)``Y/#A*C$$V^2`<#@)94Q-)^D'#'7XT@8F*'(G$LD,@"=9@!)B,-R`%F$6;8T68B8"X@AP%Y-&"$&'084,<_@4!%$M-("4!6.M(P`0@$2/'(`E$P@50.3;2P*,988&%6Q337 M;//-.*.M1$7O$*#!4L(CDVDBC?NN.!+P)&#!O]8_)$$")+H(0PD49!A@@58 MX/*'%0&LH(`1.-N@0#X^6)"/$U4\+OOL.#?0!0`0!*%("-\ZXL(%5#`!"1=E MO&'!"SI\D,C&%33A1\T&$!#&*VRH@$)\&C31Q`"T=^_]PT6L`4`&:B="MR,% M5%#&#Z1!0@,(IR82`P`8_%&'-8L,X#"Y!.0(QPD.*!^E#*""+7WO@`CD1AP0 M4`8@3$(.!PA!&9@@`4;$`0U*^$`=$K$'!2S"#E$8```\$*P-+J$$`&##$111 M!R,HX`0FP``!%@$L`6K"#"E00P8C$04])/"'0.R$%R8WB07L8`\:.$#\_N`` M$-3$!ZOX0P?%X(`$H.'_`4E(4@`LP$4+#"`(:S#!]#*@B)'\@`T:\,$:UA2' M%EC`&9V0`0!$-RX]-"`**)-%$/?HM@>4`'^1^,`6RN"#1MR@!`'`PA(JP`,. M@='X>9LQ``8`N3$$$.(-"^1;A& M$6NHGQ1W(`3H."`-20!CB,`P`88P0,`A&!-HE2#'X"PAP`HH@SO"$,` MA`"#12Q@#`(`X%;$"`$S@#!PP62)8$`9D5F$(8F`"$0[`B!V``75K@(!"ATMA MB`4AO&EX92)Z4`;'+N(!2$(2`AC!!";H41$U\*!,X4#&/W``#!J0`DW4T,Q$ M,```&D`L-QC``BR("'%_*``H@MD4X0(2D$`1<>F%(QK0@A0L ML<)8'A>#$F6A`$1YAA!I,N`)P*+(V/L"#$\'A M"RUXPJF@<(8\'G-2.H!#.M'W!A=D^=$/TT,+.""&1K#` M!^L3GL3FUV)ML.`"<%B#7JWP"`ET(`$)Z(`$#!`!/+!A#W!50-,4<8$W0,(( M;P@!I'==LRD<@5,1*T$*4N,&(G``D)CHS*P9\8"X/@((.=@?KZ]^^_O?``^XP`=.\((;_.`(3[C"%\[PACO\X1"/N,0G3O&*6_SB&,^X MQC?.\8Y[_.,@#[G(1T[RDIO\Y"A/NO1]AF,AO>`$@%`"#<7L+"V?F[!P"T0!$'@(-6_A"$$]D(VS%`81(6 M40L?.+`1`E@V)!Q`A0ZBB`H8?@%",$$I&8!NA>9@!(#BP!W^(`,_ MB"`15IO4`@18A&]A@`@ZUKS$`C`*WBF"`+02D0 M"&3U!P_P!@1@`VX``#\P#0A0`6S0`E;P`6%`4C%P4P?@B94P`B6U"&5@0,-W M.]XV`V]`!>9X>&"P3DQ@`P`0!(OX!X7E!W*W`QI``S@@`M)^H2@F`)--@`8P@`.)3!@IX9-]W(%4@`'*W!W+'27"P!TER`#Q0!L(X M,2:0(&E`!$V0""C0!`YC`F17`:OW![@CC17`01K0*PUP`$QA`7;P!!)$!!V0 M">C8@-Z6_PAR0`2GI`A")E5?H`%%``=*^&3[R`-WT"MSH`%L$`/K1`:7(@-B MH`%JP`0,"8J?&%<:&`.^L@@R\`>:4Q,&H)'2V'692`*]4@5E@`"]4@0!,T!X.8`60V0!64`8. M```=4`5IZ9`5@`=_(```@`!/,P*+D`.61P%EL`!VJ0$04`<+``=$4$%*T`9$ M,`AR,`$L$)B"22YVD`:%E`@B1`4QD`&D0#P`D`"_``91H0)V`'MF`!0O";6&!,%;``:J`" M5]``:B`$I=0B:Y`&S6D"5[``RS`%1P8!%_`#*4`W8Y4"(5(`A9,$A8,#A=4% M5S>>77([Z94(6Y`D:O`'3O`&.7`&*H``4S`]8>`&%0`$(5D:([`'5%`_(P!H M;F``#\`&%N`#9$`'?E!6DR"".;"A9\`&;.!ROQ5J-_`''X!"33`!PH0`7(0Y M**"8K6,![]0"-)`#B5,%\50`-K`&<##_6$8@!*!S!Q.0`%R$!1O`124`!0>` MA6M008J@!C]``W"0`F)Y`SY`!0>0!!9@3W+0(W>`"S0*`/CR!SK@!V]PJ%8* M+G10`QI&!V90`Y9B!W;2.U-0!W8`*,17/G8P*79@`&KR!V8`;+EB"0U@`+IU M*>53!'*V*QND"0UP8@LP*6K6".GJ"'+@9HX0K2=F!VO6"$9P*G&`*XI@!L&X MK`B;L`P'`M^EL`[;"0W@HVRPAP];L9C`HAOP`"F0`U5JL1Z+6HW2,/!%``_P M`Q.A"*86LHVB!S@0`2KVL>-9"Z\P`#*P!W_P`RV@`,*'!-.3!`]`*P*``64@ M?#`KC&+P&PEP_P*"0@0.4`90`,K\"@$T`4M$+5:RW$#D"XZ M5P=/L``W("<:]@?E%@(\X`,CQK9_$`)A0#PTP``,X!]:``!]L$X/LK<@=P,I M\`8"!@GEE@0:0`3),`+_4UA<$":ZW$OY0224&YHRP6* MR;9F=UH`$$94D`AQH0"%=5VS^W%E($V@"P#LR+;EUF)G"PVDL02P4+S'RW$K ML`$-``%KH$W+B[:*P+8,<`_0"!"!X"3QS M"6QY`GS!&)S!&KS!'-S!'DQA,>``K3E\/'&PYCH:C=``!3`!)AQ"`7`$-M0( M"X`98J`$.V#"DP`#!4`&!7"H)S`$!W`$[`%.%`&;/`WFW`"651.TDB2*$`'Y-5.-K``J@4'*I`"*1`!]YH( M:F^`&.=!S69P-B08`WR?_/W+72)00!'"`;(I``7?0;EP[ MCXNP3B@P)B+4!Y%P`6<`)B2P!\:K"5R;AW]0`Y7(?1:0`XU M8*\P0^%XKBJPD_A(`1X`#)F\#9M\!AM4!ST"`*!L`XUB)G:@`PSP!#`0!Q\0 M`FS0`4$@!3'0`R83!0+P!(`2!(V"!(_2`0S)"$4`IN4S5@6@`QTP`U'0`3/G M`&"``8A@`GY0`!V`/Q_0*/OS`5G0`1[P"/9,M;Q\GH^%"[_YDH:KS8R@![,* M`#,$8JYX`,SYFR!P8S0PS=H@`S8!`([&7-/32"D:(F]0`U7U"@\0`SGR`M`0 M(U60`UL`!R7P!V/5_R.#9<^PN@A9``"3F5$XIG9=P`![8+/KA`43\@?P^PI9 MT``I0`%G\`8G@%XIX`-PP,"+8,^ZS,LW"=6)@(\`8`=!``8`<,Q;0"HB_0=H M>4SS6AH@N09E('@LW0DUN$X;(`=J$`:5RP-7((80&`(?T%P.H`+;%P`TT`!T MD`(6H`!=<`86\%](I@(1T`._V"GWG-;':+8/$LCUJ9_D`+LP:(>8`)PH`!D M8+D1:82C)[0+,``YH)B-8,]E4-73<),&,%?O!-=GT'94T+")H,='H($FTP"P M:0M8+$<<%<.#K0E50`-FD`-^<`2^QP7:S%Q-U0!4L`=V<+:-&[P!0`7G2O\% M[V0'>]`$$T$!+E``>)`CCF7/Y\/43KT(Y08!K*W5-EL&9W`2"V`"MOP'5*`! M[WT2)R`*I2'&C&#/8?`N(MC649``23+#KU`#!W`[&/T'%A`"'3`]$S#1?[`$ MUTB1#:`!0L`4$;#=UP`#*PV;90":Y,T#M="^-_L&ZXVV(;!WOV4F9Q!3#7`H M5Y,%.E`"%H M+$H:/!EI0;AS0`/;L`2*` M`$">"$?6`ALT!2G0"[^Y!1]0;'0@=PE`20X0YJ<+S-CH`"1P!EN&`BQ0`FV- MVK#'R[I&K8G@J,)`%(.E==RW M43_P!!0``)()`#AP9!JP`)"4#Z^@`2PST38@=^:^`$D2)0JPA@(P5KJF"'-0 M."J@`7=J#0N0%62#!1'Y"BT5%3[@`TE@!ZSN3PY@`"`C!-M.`"A$`W$Y`:/` M`1%`U#]0!C9`!PE?LF4`!ZJL"-$NC40-`32@`L,'!WX`#4_&[9L``A3Q!TC@ M#`K``11``3#0`.=!`>+$_P(/,05X2P82``(ML`+E84T90!&/4@`;4`#Q$00M MT`4.P)\.228*H$EN``6*(`,1``1`H`5CL@(3H`1@0@<(@`5=4&E_X`(F``+R M-03[X(J-H``3$`$@P&#BT04<,`03<`]&K`1?,`%?$``[():.(`/:&V0!L`$^ MP`$]D`ADL`%IP`':;?-K(P`E(+L?]`MG<``^-#MU$,>2XOF*PRB1H`/9;D^L M/_NT7_NV?_NXG_NZO_N\W_N^__O`'_S"/_S$7_S&?_S(G_S*O_S,K\$"D#?0 MSP,=VPA1@`5A4+CBL@,/D,:S8`!=,"IL/@D!D#<>M@-YL_4E<.J3<)M\0`(\ M,/\`CF@`!Q9@GX081``#@@1E*C<8`%JFA#))<%T5`$P-M(,-1"^$ M:@`!OD%?OLK+S,W.S]#1TLQ4!`0`97]'/I]F:B=_/'O0"#X+?VK)OE@A@@L% MTX(:%G\L,,LF`)E_$F4'@@7.+9OWI\$:./^6G>@UB`<`>+0R9(M'L:+%BQ@S M_O'0X%JV.![^+%'1)`(A`TD`/$#`(\>!-2`693%A`@&C*#1M&/@A)[2'R8@V;/'@Z,"/ZY`""!!C4A5#SALJ>)DS\V M_.XI,-*K!+QP`*RP`\+OA3D[]N#=8V!#V3U2-*I>S;IU18^#8``($X#*FD%Q M0`#(4,1AF90)%K#9$0'.K$%[-$P`\&)!DA1.$K0=HN2-`A465E@`D",EB`(Y M?@B84;:&$P`M\I%@````C34`!!`2\D.!$"(,6#2AHB"&8%H+T`!`:@``(4@7 M`(A0!0`@9%!,!C0`L<-NA!"D`!Q4"+`=`$UL0,4))>3P1Q(80.$##TJ48<(" M5"01A2X*M`%`#%H`H$`8`%`1_P$`8)@Q`A4US.':D$06:>0?L`GB1!E3F5"& M$8-D`8`5X0#@P!\`?%$``!54$!XA([2@FPE_5+#&!S%D^8$/;SQ`1!D"\%"& M!*T\\,<>;I4`0`U;J"`(!'`X4((0#`Q@XR`&`'#$'R>H\H=@$LRPS`L`[+`" M#6(((J4#%]S!P!];`.%D8@"04"$`*5B@@H%R&E!%&@"@H$89':B:@!*+[&%" M!P"04:4`*4T0`@!I&+K"'V6@\&@)1S;K[+/3)!G.1`HX*D@-5H8#1Q!8?A&` M/P0<(<(@X1@#0L2R(ED&7;F)4@3>U8@A"!?`+#$ M`VH$L?_"H:P`0(`@922C05S.,`"''RI@,<@05CX@A)!_%&'"&CBXH,`]@VC` MA@[,+P#'1'[QRT``)F%\+@!HOM-0+`!&XT-X936PQB+M=#)O_0@$5$+&!E#YP M00&J(?B1!0K9N+W'&1-,LRB#'2P`!`+0 M@`<-R,$6>M`>%`C(!,O!!@`PT(4RC*4,W-``',Z`@=O9\(8:88&>"B.(.`PK M!P"0U"#L\`8`;(%?/T`0RP(&`!5\8!`?*$L)BG@$"#31".UA0A7*@IYK```+ M)&A/#'[`(2"4A0L,V$X9+("$-`%`"62$F"!F4,2'_&$'9?&!?X*G#`L<;1#+ ML5,+VA,",>2F/6/@6/_:4P8]"$('_^UYC!XT`(`W/&9#&HB"H4H0A1/`@08: MN(,`YJ`!&H#!0!#P01<$P"\!.(@'4\&A+&<9#3%DH0,R($0<=!"#)S)B!E=R MI"!@$,L_?*H1PAS$#3)%2UHP()FT,,`QIW EKSFMC,IC:WRO.;X`RG M.,=)SG*:\YSH3*^,RG/O?)SW[Z\Y\`#:A` M!TK0@AKTH`A-J$(7RM"&.O2A$(VH1"=*T8I:]*(8S:A&-XI-.1B@%W20@Q@J MV(@%'$&1TW"`@2[2BP7831!V("DAIO!20LBA!C6H:1QPRI`_V*$&,B6$'3O(E16Q0 M53BTP*$,[",&6#C#B"F=HCP7.(0,VI"`':UT!%8CPAJ\*P@46R`$1+(`_ M.IR!"FRP`%.?L#\+N#4#.6!#$UP0U8""P`=5V((L')"A1BR!:A19P0-Z&H\` M"*$%(8#"'\S@,SO%1D!N)00:2K""[8W%!VQHP`K*`((Y-$$#-KC`&A8!R#?0 M9%!BT,T0=``'M3"`"F=(R!!HT`4Q4"$$I*WL/@\P%CGYK0#5C`$N$U8)`\B@ M`T:-0PS#%(AX`!#_BOF''[CV M#Q\(`25C.P@&2*"I!;I&!?X0!!^HX```X,(?#`410:P@(6#P"@I4<3]EC<`- M2!@$U&8&`2)D0;L!=4@-!3&!'"#N,==8V`4L0-@>Q&$,-&`#`%C0`##8&``( M"$)9ZB@#'="@#.UB@Q`LT(0XI*0]7\"+U$P!`P$5IJ]FBA`288A[:.!>-_.D1^?["` M&I:PUQIO*,3(`X%+(##&_Y@`B+8@00I2$`^ M5A`*%"@!"BV`@#+F0(`?E.$Q@GB`:UE`_X,"N.O%C%@`%PM0@[*@(0$I>'.< MY^P(\$B04NE"$@`@0`!BB$K0#I%UH?UYZ$%88`0!X`('WN'54G(@``$XP19H M(`@6Z"'0[>[)_C(!*U*_00Q="@`'N("$`"0(&D_PPQ__\("UOD$%7(#5&910 M@A30`&(V&``-*@`)#6A@$WB`LS&@4`PP^$5M?P@#F?B&/#UMX!INQ3`/3)"# MLQ.6D0-+-`%Q+EU6*2F`ATJ<(8: M&#,&_AX7-)*0@$$\0-MK6(,)^,6&)6#A`B,0LR"8SC-!7*`,#I".,3[+@@#0 MI.9VV`.A0P!E*?]000/76(6[6C`A^4`@!T.`>(BH8()L]P,5HQ`!YJ@`"[\FU%.D(0I&-"!&K0` M#JD1Q`^418@MG?D/5Y""&1C@&$'4@0-P`$P1X`"&./Q=@K50A""&A8,/J``, M#"B#!@P@`"MY$`P+4($*D"]X?$(!/BG@UA]&W![U(6@""[A#GZU@`,1A`PD, M8,,:X8`'@@-@#RD8KBQ M`BN`?` GRAPHIC 19 m62094tom6209407.gif GRAPHIC begin 644 m62094tom6209407.gif M1TE&.#EAD@&X`>8``/+Q\;6SLLC'Q@@&!KV[NI&-BZVJJJ6BHH2"@JFFI9V: MF=73T>[M[$Q*2N/BXEE65?;V]7UZ>75SW4`]/)F6E8!]?-'0T-;4T\3"P=#. MS.SKZKNXMSDU-=[=W+*PKQ82$MC7U=S:V3`M+.CFY>WLZ]'/SLO)R-;5U1D5 M%AT:&L/`OI>4DR@E)7-P;^3BX:NHIMK8UIN8E^CGYMW$Y,0D):7D$$;"01H5YB@ MA2@JH:6FF'-='QD*7:>OEF8N%R,?)32PN8L2-KJ^OAH8&&L/(BB_OP%`+@T4 M:4K(C1`/C(L"?`Q">1%/0@(V")BA`V)$ MU&`A1^('%@ADL4#:PH8E%I[^X:'CP0P+#5A8R!!$L`4,%G1883`BAHL6%J0H MRA+03;L_/GHHH6+ER)DS%CH4>D!!T)8!*?Y$B7-$C9$>#`"X`,+]3X@S<,[( MZ1%"$`02-P0Q\7/&R!D69Y:X.0-$38\G.>"G!AQ&]#4(`]W=08@1"V!PAG=I MG)/!`&O$P((;6,0P@#!QD``!!%Z<(<,8<3BH0PQ'&,*!%P,@04@'9VA10!8# M_('"&1@48$1[?UB@1@$%+!$&%"UX`60,!`Q&`O\A1WCQPPL#5%%`%5Y$X845 M-OU!`AM)9%%`'B04`$)3;F3Y&`04$/<'!19,&&$(`T@((@(&V!Z#`]*2&#(K:K](<(`"@CR0%\48/`'`'(200AU MSPX@W1\N?/%L`@AH(0@&>#S@@0,#..!!-W\$$(<(@BR@P1\%B!L``D/$@<,? M$Q"'@%1_/'&&`8/\!3#_(;@D(6X%`Q@X0$E_'/!'$G$(4D8,936!P02N_`%' M`G]D5X@7#F`PIB`>'-$+HKCD^(<,<#RK*1Z]-"N(#0M,,,``$P@BI[,+,/W' M'"++V8<@'^1`1"(4N.*9(Y@-($%$1J=`[R`1_$&`&W"0\H*@L*"!`!'1#04#D<%#-]M#0HQT.'" MS:MA8`07?Z!!@179:=QX#>QZ@4'/QD*,!PAZ_&$T&@8(@2F=?Y30`QJ$T*$$ M"+\*(D$+9SSU[9KB;NJ&IMX"D8`6<2Q!A[<`.Y`"'1^PL$(=)6#!P!\,#(#Z M_R`:B-$#K^`3G+RL4E_\\"`20",(E,<88OH/1L@@R``VV)&"/DGHP2`&\P<% MQ(`?@H!#MPQ1`H!\X0SCBX`;IO<'/$R`5SX30?)$0())I(%9)K@!`;;`L-_- MX`XX4$(:H#:`&]2@+'@I@!5.^($`#,(*=%,$'0Y%B`V`8``*9):SE&"@.A`@ M`!YH@@@>T`<'+(!'/L!`U(1`"`Q4@6\7^T/?B`6&*Z2A.G^`40(2H(/Q">(O M)`C!!7#WARP8P`\6$,02UF>&!%`,#EF000R$4XTZ7"`'-=C"&;Z6@`.'ZU/JT^(8JG,$%/*3E`](`L!.D80`7B(\@H-#"0>#`"U.` M@PT'4;!!1"T+)A`@7G0P"`2&`0U&\=:HRG!4UHD3@X`9@8E-*`] M.'#!_PC2X`4@-&U>/#HJW_R6!8U^;7!_&$*`*T9*X8E!!-NBDQ3.<(X_J'-A M<``M`*@P+&1H(6UXN(,$SK"P0O[!"K3XPQD8N:L\V22OH2PPQ`#0!U`:K0X` MJ`&F%BN#,]28"B#H0`>6``3)_J$-J`57\G`0A[3QK3ISR`,<++$P3TA"1YT['*Z&DFQGF)`@BI-:[?]"!6D70AQ%G`09&^T,1 M](#>/[P@1K)CX8794`,$J.8!9]C9FEKVB`%\C08#*$*N__^0`^YZJS`!N-A? MX"8%,_\A#GS$VR!,P+D,H,Z??_C`&<8"XDQF*;&L&L01T">"+I@AJ0E0T5"(`5IN#9"N2``BQ0MA98(%P:&$%>@ZC#K7+`0ZZZ MH6H#F$$%SHDT(S0`#TY0@@MLX`+_*V1`!&"P0!3>``04MZ`$-CC#%28`!`?4 MP`UB8((6!C"")6(<`(%$"@(P9PAAADX0W$08$;@'",%+@! M#")P@PC0X`(W7/@`:_2#IP)@!"N`[@-Q4$*+?P""-.S!#568`P_D$`>1*:$% M>Z!`#V)`@A;PZP\KZ$,/,)!#V?6`55[H03L`$`+&,*8-'(`#;C#@!I#]PJP\ MPD/\X5`",+B!*1:`!Q^@!EZ0!!3@!Q4"!!Q@`VYP`9;A`EQ@0!2F`R8`6@+0 M!U[@>JOS`!EH`49R;@E``14G!0_@!P)@`6!0!H(P#J(Q`A&0!4L`.H.P!6!0 M#.>0!`^0_P41``99(`)9\``T4`4:\``Q`'=,(`$/\`4`P`1R$@`=UV`7IT(%"0C9",C<``)?<.&)F1&KF1'-F1'OF1(!F2(CF2 M)%F2)GF2*)F2*KF2+-F2+OF2,!F3,CF3-%F3-GF3.)F3.KF3/-F3/OF30!F4 M0CF41%F41GF42)F42KF43-F43OF44!F54CF55%F55GF56)F56KF57-F57OF5 M8!F68CF69%F69GF6:)F6:KF6;-F6;OF6)F7>KF7?-F7 M?OF7@!F8@CF8A%F8AGF8B)F8BKF8C-G_F([YF)`9F9(YF929E&-1F9C9DT$P M8)G9F9[YF:`9FJ(YFJ19FJ9YFJB9FJJYFJS9FJ[YFK`9F[(YF[19F[9YF[B9 MF[JYF[S9F[[YF\`9G,(YG,19G,9YG,B9G,JYG,S9G,[YG-`9G=(YG=19G=9Y MG=CYF_63G=S9G=[YG>`9GN(YGN19GN9YGNB9GNK`!/:GGI!9!T+GGO(YG_19 MG_9YG_B9G_JYG_S9G_[YGP`:H`(ZH`1:H`9ZH`B:H+2)!Q&AH"EIC0X:H1(Z MH8")!\M$H7)9!]^(H1S:H1[ZH2`:HB(ZHB1:HB9ZHBB:HBJZHBS:HB[ZHLN) M`S2@>G](HV]1_PBJ=0ASH&7AI`)E@`4>8`,P4`-M,`5%H`(/609:%@`(Y*4)L``VT`$; M8``PPP4?(`,(\$Z$L``O@`!CH()SD`0(@``-NA)*VIMAL#2L1P9GL#3U`0), M<0&$VF>V2*AJL#`U@`$#8`4#\`9>02.(.@!Q4!F#@`)O,``LD`9GH'W66$^$ M8$M+B('9N2;?R$U M2@.P$T"I4A$")+`TX30!2M`'3.L&XC`(QR4'3=,%K"<(]B1-P<(\X',$$5$# MAPIW@M`%\)HIE3"R=;(T64L!@:$'+=M;+QO_-ZSW-2-CLN8"`87A`6A;'1H@ M!.WJ3$O3%XPJK07KN'^0!XS*+=JBM!8;!N#$"!V0`==J!:`%!U4["&,;)<&Y MM4W3M0GPM0,01QJ@(["R&A2PM)6";`/@47\0!#W[!W"+3O`*#5.P-/K:.'C2 M1KTZ2UW``YI*0H+[!RSB!SC*.W(2-.RSN`S3`#V0&8,P:I4:`D/P/3CP0Q3P M)QOZ!U&C6#=P!'`PK(+@!6BK)H)P!DX`!`-@#R)@N@W`51>V"!V@!\PQ`"#@ M`+!K"#C@!\'BOZ%=4`5X$*J`L;WF*JV$0*W/<;3Q%&X=L'EP,'I_ M$,-+0R=U8`&$:K>#\`-+HP26*@)@J@4O4`*$.PC7)`"H10$/8+J$V@44I`BK M^P=DL#3B%[N0@0#J9&P7O#2WZZL2((/:(@6FQGFU8L+42E3^L+O*RWK(2FI_ M\*U?$P$80*M%*P(&``&]J@9XT@5IPP!&P*G;FZO?5PCA*PBXJU^`P05JRR,0 M<`=%\$._=JWP1,`2[.]$\);A4`CXEN_\50"Y=`"EGH& M`98$E%,''C<`5.`#EEH=&8`%5."_]+NY?Z"^`/$"5B`,N:I<_XMI2[-`P@L! MH=H#JL$%"3D('0`&)F,"2W,/3*"(@@$":+$$2^,6=K`!34./M&E/U$S'&4R^ M7L8%_,8[)OP':S``(D!!]I0'T[.\?T`%Y^L"S(*^Z9(\6K`$DS`$:C``5Z.\ MUB8GVQL`YUM^0;`&-@&OX@O/+SNTO)/4ATHW2?!]GJ4"!A>M?V`'3N`%3UN_ MV?$J<1``.-`#JL6S`Q`&%RT(G#(`.63">UVM"\#_`#W@T2\"2H+@`%4MC%9P M!E@``"!P%QX@P,2QQC&@-'%%F_SZ!?R:![Q2`TLC5OO;K2V@VLFJ@C7``D=` M!BI``%9POQ`K610!C00`V=0!<(H!@.P*UR@!E/K`5#\62=P`0U@9W2@ M?85`!RF@!+_=`5+0`F10!S0PMG%``![PK3-`!$O0`QW`*U1PR7D@`,>5`0&@ M`$H0`7@@!9>L!'WZ0[7X906P-!80`42;!#A`(S)#!.>+`0>P>2^`0'@`!'0C M`TI0J722!TNC!M1J5#9@`7``V%!Q!L+(>C!P`6?P`2I(+9QJ`%S,<$MS'+-Y M6O#F(@D`!,?2`&,P"!*E_U`18Q.&="P/\#U1L`0@8`4-(`%WP0$-P-P-@`50 MD`7'(DQ-T``MT``D0`:*&`$FT`#F\@+[/0)B\``2L`1\VT:'X``E<"P7H-(? M0`9F3@8H<.9J3@:5L`%GO@$T,`1D$`$1<`PXL.9G3@@.L.8N\HMDL`+#>@`' M\`(H<`"R_0+GA@+=]0)W0P,BLUA38$,6@.&VV%U0.@A]I@)];B./70CVEP'X M!*,YF0(Q<)G(@``M4&.B?I-:`*;(X-^K'NNR/NNK7@8/J0@,()%O,0<+L(\_ M4`.Z7HX+L!$>P`#F:(YH@(XJH`*J;J!8T`!]<"PNW@R+U0%$:`08(`%9,GLZ M0/^T#6`!PC04%%`?><`C`JX$1M"N.]8#!>#;D^T2`&=^,"A_H<K``Y^OT/T3,E`HP$'"^SD(%A[HS>`#A:G+_!N>;WMJB%<1\J)6" M!Y'Z2YFK`)5ZD7'L&;**3@T@R+(CU(30;'$`6O"3W%5`$]51!T'-U(.PT$G& M*GWOH`B96"]K!Q,`Q3V`Q]O"8\3B^79PR?I(( MBP>%?W86BV[5@X:(@XH#\91?DI0'&]Y*FP9@`#+`"@-">-1@@9!G@!Y"&C;\ MX<+K3*PDM(#A&H!BPH1+OJ*)'$FRI,F3*%,JFW:/D(L!1XIHBW/06X85J,(, M(C$`("%T<;"L^^,`Q"(>D@P](#1KP!5'Z?9%92F(4P,4<3#1&43`2A8P;P8$ MK6=@$!M7L6AD_2"I#IX_&\V0&Q#2`P25>//JWY&]P^6%F!P^)U.O;KUZ\,` M$[HP(,9!`J4%S+WP!\#F%@#^9.G^]D7!'^7/O!TT+5ZA0Y)XG(GCX\^"_>)) M`MX`6QQPQ``M,("'83K\P8`[`VP@0P_+%043##2XP,$H?^"11G`,&+9&``0D MH00/>,@`B1!3N#$`$`)L9!]V--9HXXW-I'#&&5:<(84D,O0X3Q3R8&"D%W]( M820+#M"1@!(['G'!042\@8$?O0T"!F%_1*&&D5=*HH(71QCA!@@UV$(`$&!B M8,$!<_R1!IAJ1.'`"`-AX`();?P101HS/*"&%P^X\.,@3(C_1D@.%AC)P5LH M6%!``0T$,,.D6F0`0`%Q((7CIZ"&*NJHI#8#@Q7SE:KJJJRVZJI*6#S`Q:NT MUFKKK;C2D2JNO/;JZZ_`!BOLL,06:^RQR*ITVG6[)NOLL]#:L@&;,8`0`1"2 M5&&D*L3,B8$:2S2+#!-^8$!"M.BF6RP=,AR!@0(+&)#&&9)`<>`+Q5SA#1AQ M.J,B!NH&+#"O*2PR!"$0T"N)-_;U"0P%S0%3G"U8I$=(&1[@`O`@1%"AB218 M+##PR"2GY``&AH@1IVK[T2`)&"]*^T<;G%CA8@)3+'+*`&S9`G%(D@30`P8@ ME!'!(@6@DL0@*\1Q1D,`TV&!$D<\_U"'!@*Q7/+67$,#`A`.&,:#!T"`\(,: MW!#BRF6VZ#%`%T/@MK0W7DQCFL\1$X)5!#@,P,$$WG!@P@!J_.'!`"#@4(5` M?RQ.!$923("*"R*(T?7EF!]S01XY^''/"6&!L,4)DBQR[B^;5<`+.Q)#\8HKHW<[<$.]Y`$\$!)R%44(%'WDQ00>Y_0!P\XZY(48$/ M=B`_8_/\7PXS#SPQ01O&@`1#((<0M1O`.`@A&E[D@#DR8(X"7C>`V!%B=H-` M@`BX>X)Y:&!_OK'0LSQ`@19$<,)*(`"G*B#$$&` M6!P"4(,-Y"$-?^".&!1@B!#4(7H2P,,BGH(PHSQ`?1^(PP&@$(X8:.`'T0L` M3HQ@!P"@8@:;,4(4<%()($C!![%IH1JWQ@$,:&$%5C#!"3*@!ATLP6((>X$+ MX/"&&.#+.5FP8A](L(0?/.`!(?C"(6\X""WLX9"0',%!#$"!!T2``0%'"`#GR,+RJ(D#,\\`(+3.P7 M;8`#DFQQ!D^JM7D,"``".-`'5\0!`PV(_VQD'Q!9(YP!"!1`0`(6F!(J`$$" MS8!`%XR@@P:D51)T`$(<;OH''ACAL,NK`0$DD(8>P"$&$>C""HB0#6#0(`!= MB`$O8I`"#Z`$#R*(`Q68,8<,6"$,4/C"`(!1L+,.8@XCF`%LNU8'*F"M)R.8 M%3-24!DK<*DD*8C#!)F!ASA(5:._.,$1"F>+$#IANR7#`QL,88473&`KSZ## M!C;C!2&0A`Y*."TR&)``$)Q7!`&!Q(80@K8(\D< MDF8%3T4C`V*X:S(XD`;7$0(.2Y/$0[7P"RK`@5L;1E<=IG"!'N3A!09.B0"L M$(<4!+49BEB.,O]@0P;N#0#'@\C#&GPIB1#0(\?0J@,*'G`$"D@!/GGA`@6D M^(P".\`([].4$8AA`4I,! M!0JT@!DU.((+C"L)#IR!T1TR0@1_X8AH2#`&"@8PYV0P0`X;'<0"2%"%,Z#P M#V&(`PILH0(=*"KBP0J#'P(>*AS`P0W"#$89XO#R9+B@3K^X;0P4]H<6D$<2 M-FY`IV'>JP5$X.2B2EI2&\$`&%3@@:<81;J/8=9?\&``8(A#%P;AA19<%3)` M6#K3<>6#$=`85#CP012N0(`\6`$%$DB"&3Y`@!QLH`T".$`/#I4,%<1A!#D? MQ`-Z8($TI(D+[]Z-%48`[K7SZ@!6J(**JP.`@T0A`5NHP@.\H(4J\&`+`YA" MNBL/!0QXP<_*@)E7_V"`(RCA`1+!`@8B\#$N_XC`#2\@J^7]TH`>&+\'79!V M,?!P)7OS!0=M"(`!0L"!"V2!#"*`P0%4F$L'^"T8>W`#:XTQC99".P]RN"@. MYF""L7A`"V>P0+*'3R,=@````>@.@(\!F8SO)7\HD``6,`)P`"@WX$_$$`,8 MX'P+,`"$APQ0D`:#90O\`0K4'G'<`#DYA\F\`,,8`0:P`S+UEN2$`6N,`#XX@$M MX&!>,``Z,&@AB!TC.`@00P-00`(QP`)2``4$-4(!?=`!`7`&)$`''Q`"$Z`%;L`#,V`9,[`!`'0:9N`&YP4--1``&5!V M#R`#"2`3)*$!>3!@-)8#ZL4,/,`";_8+*B`&8,`-%F(%"*!VRU`#=DB(ST`! M>:`'&H`<"P`'(=`%(>`&"(`+W&8+4:`#4B!\PT`'$V`#(8`R)"`!'7<2Z``' MB"$$A]0,7C!3.M`" M30!QPU`!US(`,C`"!W,29@`$YP4>!O$')F`$5'8,Z0$!1Y"-MK`#$#(`8T#_ M4RZ@&']`!UFP`4-0`$^Q*U"0!20`A-0S`.S8CKUX9?X!!Y;S!R5`!KCP;,%0 MAC'P!@\@!?X'#%&@`2!@!23``PU9$G:P!&?0!Y"V!])#>V>@$X,@`0U"#`(P M`C#P`DJ`CG@P`BX"`F+0`U%@!R*P(Q0`!H`,<$`<>@`8%D`8($`<7X(9TV0QAX`4N0%"$``,90`$4<``.8%HD(!T\ ML&@Z!P%4X)@DT`*+$)_QN2-B:0*3-8!9H`%@8`(C\``9,`)[8`%Z\`!@P`'9 M)0%?<0$9\``6(%F;<09'<`1QD!5'8`@](9XDX`)*T`@$E\``?4`*>D_\'!+`"B@6A1(`!4+(<'N`&AX8#(N`%1H!"3F`! M7DD%[D`"#+``(`'7>01'K$""9``3R`").`-9]!B)OFDT=!R<*`$ M,N!\>($'7G`&/1``0*`#7K`>*4`'W*&1.]`04S`'R94&"<`$6G`@+@`.AI`" M/-`!^B8)'49FXTD!T\,)#T``5R`%!1`"U;9$!=X4# M9#G_"'@`;C`P!^G&`%'@`4)QJAX0!#[`A@N`!5$0,B3+AB$S`2D+`RG[LC!+ MLK<4LRGKL,WC`&0P`S-@`B[0`_3&`5GP`"*0`3.0`1>``$4;M`]@`D)+!F`0 M`@J:!2&`2!=@`B9@M)"4M5J;!V?@(HM@!0W0`G%P2)<05P_@#6/K.9C0!V[@ M!@VQ"!@@!V
FE@!5IK%$!P2"Q0&3'0`D80GSW2`HM'.'U@&!A@!49A`5D1 M!Y6Q""VP!@_``N8B*/'*(V4GN&X0HRY0=C_D!W#``@.["RS@N7"0!TKP!J`; MNJH;NCP5L'!@6[L`NZL+!W\;L++K-+`+L+N@:0(;L&+!_U/&YS2A4!#[,1!' MX+,88`1O8&@DP`(D\+QN\+PQ\+S/FP;32[W8:P'8N[W4FS8MY`%+(+8L(`+D M6[[F>[Y+<+[D6P7I:[Y5\`5:L`0<$`$*P`'4![\14`!>``!@()H`$9H``*0`(/4`()$`(B`,&M6L'HH`&M*@-P\`0)\`6A4<$) M@#L/T*H$T`0@#,(\0")(@`)]1P`+4`-(L`%4X'``!X M@`8XH"`,``!N41Z#<`<68YEU8/^9TP0!9E!K$3!^?($%RT@*H087?XL8R>`` MW$&*C9,&L?H&`:!B66`$V&:KP5(#(W`&63"0G\(`5D!00F`%+I`'(4<,$T!Q MKR4)!T`&*RJ`)$L`"!F`$(X`,1?``DR@7Q0`% M1G`ZH>PK4T`"0.`$_(@C4*!AX)$"N&!8Q#"2!O`;LT8,Z,"$N5PK"M`"$6"; MH^(!:9`%=X``%58,1*"SAF,$KT8,@94'F_?,KQ($$J`&&X".H3('(>`'TC$" MA4H,&_``7%([UB4,DVABYDPK7``$1]=4I:L+P!&=P9R:]*BAM!5G2*G<0`5:P`X2@`SJ`BU`@`2/0 M+$:P/<*`!U:@`T2]TZLRG&=`DZV"$^J*<&>0DI)0!AF0!4-)!`/0<\$P"S9- MU:/BK'&@@C<2!4R02TPPE%!P!J^,0`-0R)(@!6[P"Q!P"ITL#%^7!6J]*F#` M`K2L%U!P`:Y&S:-AH3,0`G];UH0PD@K-:CX+@A%@`7:H!Y8U&,/0%/M3V)_R M`GE@S'KA?6)!T+_`$HO`'?$)6H.`>2:)$S2',`I``40R"#@`_P[RB9+"@`X# M$&.D'2I1<`:WO1?(TP/JB@91,$N#T`6+``1=\`2+8`%=<`-W0`=FT`--]@=0 MD`-Z/``\4`-4E@)JP%EHD(2_'0KW]0&P`(_ MH`(6"K=*V=Z+8'SR&0/L'9^4N@C+)?_D=R9=?D,U.,`%!7!?(>#E63$`6<`% M0OZU4%#D7DZ/.R.?8Y!`OPW'4OX+:+2)?6$(&(`%@38`$F`/6O`2BX``;TL" M9&`4N9,'/%'6D]@=;C,`(0`A*4@(#Q`.`_!V@Z#:0'``1],3!<.'TIT\"1`6 M(V`/(S!"`_`&!Q#G`Z``&*$$5*#KFC7=-;#HDS;HPE`'H.:D>5$#BP`'+'$& M"$`&B!X&B^`:7S?`#.X4*>A[_GQA@9@,0"WN8!5"@!F)A8!#3WA/PMA9J7=\U`"ZF!@VP!`FT M-&40%G`P.`A"$+]]>.F`[XB@[PJP7Z'@M5W`$D0>%08?#%6@!K6*%Q"2!%04 M"FH^MP]P!BT@@XM@#AOPXU)@H2*3Z4<@!P1!`7:@(O'I!O/GHXOP9B<0GQFP M"/J0-#V!.]W!"875!"_QJHO0J(N`"-_U!?`I!QX00@,0['DM'(N@T3]O"QC0 M`MNZ%V7?"6H;`U&_"&P@W$_`]2R`"+;`1GQPM$``=:3R)._$4D@W#HP`M5N#UU`\W[/Z!K/<1VX]TU!4O:@#X$/_VW8WA<` M\._Q*0AJ+Y\K0/'ZQA(](`+:+C)1T-Y@0`GQJ=<>`.GMK0I)*I]F\.I)<#*_ MO0&N#_OK\3:=_]N9+AKV(-*!KP%KX-AX4004L`LQ,`/S\0)N\+I*\"-FT`)P M0%($``AP`S$X2W!^.']U#P-P<$I?$'XF6@,#+G^9F56#0C-OCB1.F@9O9W!: MHU@-)!M_"R-]#1D+?SDD(D40&@\Y?UPC$@(0*0T-6Q\-(@D@:C)_"1@-"9K5 MUM?8V=K;W-W>W^#AXN/DY>;C(!+GYF@+"V76/PM(,)I0"Q"932RU90M,F:B< M4>,.RQ\%`]0(&A"@&@PW1J)D8N(.GB8<;O^6U-+&8)TF/!XRS:GGL:3)DRA3 MJEQY$@,`EBL9P"%P;4(?(Q,NQCEC:4"+.IH`O#%B@)N%&#EA*EW*M*G3IT][ M0/7XP0*V!F=V5,N@1LH`)1I>:G(S@-HV&F>N3%W+MJW;MRQC9($+[L.::W8H M#.A2C<<`FGACE.UFY0'=PX@3*V[;P,NC9,P8>;1/$F-74Q%**:B0&B/CF`,29)L+C MRY^_#@60$K\S6"K_@:>`)2#/S3##`"3(E@D%^%6S0$\8]%34;)ID5X)4F52' MPAM6`';#'.F1D,D"';AV@G$$=)`)`OL]1M^*++9XS0@F_':`)29T@(0E4H`P MP!$#O)''`%:X@M$`1FA@T2O[_4&#)0V8,``0`]2HA"4@($'$)%X+RU,-V`YS!TQOE#8"&I#UQ$((ESUEQ M(Z!O-C>`57.VZBIB3:`%D,@ M]\`'EK#1T:OTUKN6)VX(L!@7/*%X"989C(O`'R]L8*P?87XF1A4"6.(&!F?H ML`(3.A:5GAL+@0!&3W#,P,2X25A"DZ$2\!2L)5E8DL`$#6:Q@27PV2OSS$S1 M$$<$)RCV8T]6=&")!CRR\0<)20SH')`#B&'0@@,<4$T9ODKQ1X,Z/*`#"P%T MH,4>U9X!@"!4J/Q'#$0OPY0!+I'>'?`&8.`$8$EM"*Y%X*"M+0QO\]Y,"C7HB/>@8!EBSP'`CJ M)K%L#\,.L(1Y;GN1`*!WVNWZZ^10\<`1(<3LEAT%D&7)$)E8DH1?/-.0^-_Y M_,&$)7QILH`@3IL!*@L^O,%=`5?P]$<`:G(0`);6[C!N`C@8ZJ&;6L!N_OG= MX/`""7E+86#--&QQTQ%+E+!$!)HL(0(7?_!@@0A+H,(?YJ``#6C``%"HA@&2 M4!V1K"`);<@$#)(@`C:HX`\PD`("9M"0/Z3`:7]8`0>D@`($Y`P&"T0!/&SP M!#3\H0-?2&`1/B"%>:'OACC4A!->T(`6K.$+7*"!059R`B)TX`)&,((?'I"` M*0!E&W;(H12G*"<'2,#_#SS1@0X0@(`#4&$"$R@>.```QBFD@(N&.@,)$$`$ M*KKQC77C`AO2``?N`8D":4C##`K`QS[VT05:L``&QL4Q"ZP@.W!,I")IQH`% MF$$R7L"`)'N@JIZ,RPJ2Q$`,)K.`'RSRDZ!\'0-P`,923@``4!!C*%?)RE:Z M\I6PC*4L9VF^.C3!=L9SQP*^0\M>^A(Q,XB#833Q`4$!`0AP.,\OE\G,IZ#! M"^NI!@6,8`,G8"`.#FBF-K<)#@(D(`@B(4(=5@"8/]!A`S6`IC5(`(2$N!";OJSETF`0PS.4`4G3,D$U5K!`+V0!BA%4Q-> M_SA"$?[@*P%@@046,`(%AM`@,9Q!!#Z;VS]'^DHKS&!HF."$'N:@AA@]@`)U MD,1#,^&%,SR`$2;816DXAX"&+<$,-&A#$FQ(TJ*N$@4Y\$P,7GB&?+`"#W*` MTQQB,-.A&:$`39P#%C#P@!"$8!DX&("^C$I65WX`!`J(P5TZ<(9,-.`!:8(3 M'C!0U6DB\@\U*%LFRJ`5L9;UKZ%DPAFHP=`_&&``M7@K`^+@@CL$80`9L`8% MY"#2!U@A$5M8PI_&>H<)/!&PH)7B=EK`B#-P`%X-20,((%""517@#$9X@B:8 MT('`!$EB@`&(0`QOF ML`02:"`"3R#)'RZPA2P\P'%_@``*2/``&@``#`F00"T<8($$%O>]\(VO?$>* M!R$`(`@0.&4J_\``.T`@"`!@`!0F@`,&>"`(<\CO!/"`!@]L:0)HL(,0!OQ@ M_1+8P*6$`@/`*`0&>-C!&S:EB$=,8A(OH,13P`(6IA"%(8AX`4XP9106,`4P M$@`%-=C`#7ZP`2=,80I4V,`";'"%!"#A"A-80`*`)7(,`0:)R#*VP`!5>8P@;FF8`-<&L%9)9!F=8Y M`3.8M+:^P(80;($,$=`"!T2@!1$@0`M?U98$1.`*69X`!$9`CJ%8<`8_D.`( M6OR*%2PEA^?$P%`#P,"NCV8%'1BA.;6OSB&,^X MQC?.\8Y[_`%"DV49I8S[K6 MM\[UKGO]ZV`/N]C'3O:RF_WL:$^[VM?.]K:[_>UPC[O^^_WO@`^\X`=/^,(;_O"(3[SB%\_XQCO^\9"/O.0G3_G*6_[RF,^\YC?/ M^$S_0@+:R((("@',#U_=7"&L?[!#"TX0P.7HH#" M3(D:$%`#!Q;0@@25'P]Y&&XU6EN[#R@1(.*801KP$`47-/\`Z,H4AP#PY_QR M"'8`-H`-9%!]U9`$1R!]+,%$?Q`$<>`A*S``GM0%;_`+`Y!`+]!6U5`!@W$0 M`W!2XD`!`X-!%Y`)$A`"Y``C_5<.!Y`!9Q!9'Z$%RD>`?_`!S64%=H`'$H`$ M6=`01/``#6`B?Q`"QM`0`6`,'\!?)!!T'/%[&>`A&@`'F;`Z!L`(F=`P=_4' M&F@6Y?$"NR<&LN``"R``:2-``Y:,)+%@4>.`TC/,&8.``))`#%(`_+V`$ M:L"%?W``;B`'8/`'$7`*8I""XH`';N`!(Z`$Q4-=%-`!`R4`:-``8>`LVJ#_`$;0`09`"/S2:M^`!DK@-!<`A=`P`&P` M)54X`$"8"1I8:1\@!R2037CT`Q1@@F$P6']@!T`0@)I@!H+R``3P'>2G!R44 M;$O``1L`!@`0C$TP`2Z@`@!@.AXPAH(H#@30!X8U`,]P/7*00`,H`"L0!QT! M+&C`,EF`!^R5`0GP!'LA`GVP`%00`%P0!T\``1_``'0P#.&P`GGP'13@BJL3 M`@,QB[6(A6_3!0W0`UX@0";`CPBW>R2P!W_0!!;P%@`CT0;PF1"1S@!IF0CAJ``9F0!#V`!RQS MA'_0`DMP_TM-X`,\T&LBD$`-,``LL`*Z%PY$D`>\LUT*.0#[0"$-\Y!9F`G, MT8=0\``@@&^9$`!G8!GJIPE)(07(X0MSF`EG`(0]\)`4X(*:T`"L8I/=L`!^ M4$HR,``U\`>4^)/5AP%N$!IF0TH8(#4F^069``$!('-ZH0'RJ``]$`?E]`T+ MD`=M1((]D`]A$`=1$#*9T"TJ8HL;^`=P0`%_``0F<`<(P`*:``<6X`:O5QJ9 MP%;P`8)VB9>8\``V0TBT'Q_T`;!]@=>88+I&#)%$3)@ MA`%XF`5GH)D4D`!9,`HB\``"8!4>T`,)@`<(H(39(`!Y\`%<]/\&'5`#PO4' M&5`:VZ@O8""=KFD69I,%:9(%#D`!0)`$(9$"@W,-+D`&F4`$/5`+%'`!`;`` M9R"9GF$""(!64>`3"&`!U-``%&`"$_6Q!L9$$).8D$UZ#`"1N`&(?@!:F`$%_`=*Y`.**H-`6`#,L!+ M!"```J``$"`$"9`$-,`#WX$'4G``5V#_`'2``@+0`?`'!5(0`"_Q`P20!`&( M!P(@!5*00`"P`@AX#5P@J9)Z09EPJV*1"30@`$3U!P`@`%QP`P(PFIDPD#`` M`,BJ-MCP$K=ZHIG@`WCP`QZ@J[[J2?9PA;VZJ+"4`D*H7=YJ=!E@!&$PKNB: MKNKJ=<&ZKD4U`4_0!62P`B)E#1C0.M]`!RD@K7B0`CI`!NX50CU0`+V:`DJ@ M!5?IKN8#`@_0`:/REM?0!R!4K]C``-4R'A:@`1WYIM:9!Q[@!7HPE!3P`R#` M`0I[/GJHK4OP(-NP`$?@#6DR'G`@-0LR`3L0!TX3`#V@`D)@6W^`I!1[LC2# M$!G0$1N0`C^0_QH00`0ED`"(^#*U M<`)OH`4S$`7S-IMGD`100`)Q4`$XH`5+4`%K MD`>OI[6104E*(!$(<`919)(/(`(#H`EG$()I:S=XX#=^D$TA`TXB()1_$`=) M\`0&[DT4V`_JQ>EP9U_ MD+EVV;F?^P=AV0%16Q.O^9\.X`9Q@`4'@(%X4#6G`W2?0;MU0P8>"`$-Y0&Z MR[M_4+N4T$'W2J]!7!3(S`"-S6";A$%#8`! M#+?`Y_`#;M"YWH`#+O``FE4-3-`"&.";/Z`#:@`"]1`-:H`!R/H'2P`";J`$ M&T$#_Q8#`>`!%^#&+#NN5C`")1"E6R`!C&S_$C[@"^#``ST00$0P`CV@%ME` M!96<#5"@!8?,#3[PHA#+H&_@&FF@+4L017;`.'IP)`!@!`@@`4=P?^'E%5N` M!AQ@`DD0I4,TKAGP'1;0`Z%1`CY:$@A05=O@`4K0`"I"!SI``F.L"2/@@2F1 M1`^%!WHAFW\P!580004(@-5``YU+!T^`@>RK+R_P&'$#L>A*`M)<#0*``!]` M`+6'`@80T'/@`P4@T-_!`$]0`P>``#1Q`'%PB?PU!@A`!F#\!R$#RB=2%C`0 M!E%00)T++R00!G?0!!<0`PI%`Y%8`@<0!4L`A&;P`1_0!9]U#6<0!LJ9"4@0 ME.J<,F4A1B%CNMC0_P$O^YM^50UWZ:XDX(J9@`)Q(``O,`!(0`#+=@8+('L" M$`-4RKAGX`)`D`=*T@-@4`1U0%`0$1$`<]P+#I,3!-@`'_8`04`T^X]DM<,3I.MJ9@)\"VK@BX(HB4/^X M?W`'2M"'/7`>71"[<-"Y+J"Y:4+'UC`JJ)P)P<4735W<1T@'!7#'`R!@?A"" MSSTP<&"R2(+>FN`GW?("RDB(ZJP)0^`&>P/>UL``:0"QY9VL25";"DL"1O![ M,'`&R@0LN^N*UVT&F8`!,=(#YYK?MWV$K9@S:5*.UO`R6[`51R!`/LN==:`$ M1X@"1T`$9C``*B#'(5@$1S`P>0`&C[$@XJO3?U`&(-`#+1`:W%T-L-%S>!`R MX)4)`#`"/'`'<]!?:.`S;30'6W`!+[$#"3NN>/MS;X`!C[$$F/#>F7`#'>=``L7L..Z#\)='?P"`B/``B<0`$!`4)F@!4D*<+%" ME1M@*)B@(R,H`G&0!D80'2!,S)H``2P.!EY@!#(`#Q(0!R!@`-=D%35E`1AZ M!J>3!BX0;0)T';BYNST@!RR@%=<0!1@@!T"0'2[!!7[@"&L`!5W"GOD@DWFP MR@,FF>E:!+IT)%@0`"CP'1[@#MHZ!S>0``NL2UC@#H>) M!W/C`R@P1!#``TJ`#3#@_PXV%`6-=`]M4`LCD;4`@0]0,`=E``\,@`9BY`%P M#`X@"0%U<"1>O!@+H`?\_/7;M`"W1?9HG_9JO_9LW_9N__9P'_=R/_=T7_=V M?_=XG_=ZO_=\W_=^3W=QQ@;&V`VLE09O80(E61(;@*`7L.?:4&JDI@EDH"T` MD`'B*`XKH`%@(`(K7AP\`"^H@8/H`0>P@T^NL?V3`ZC M"0&?R0TG`!@:$!TE40<@`--R(*W(0LPPUXT`(`<;CF8`.^60,=W@T'H+$ID2;4 MO?\-CP+@`<"7Y1`RGC0L"K4.)^X-L0<(?X*#A(6&AXB)BHN,C8Z/D)&2DXMU M?Q4#6G]W.((=7QUEA&T"&=_5!V#"PE2B6Q8; M!64<%FV&*Q87LFU?`Q]-D#X@[15#`1S=(Q(PI&>H!]*_JR(4^%/@^L4=/&'`$>=>,:$B7U_Z$&G(*`1$H!Z[*GBGP0^E&-@$JT,L@$'(/7WGR`!,O3& MH@6)BC2`/Y`H,D@"&QFP0!!_1%&!7%`^4<.)Y3P114K_`%0LX,`8`2T=AA1 M(PY%%!G"`"YP^\<(9?Y10T=+<$SP%G]0<%FZ$*T+[]ADEST3)B(,`E!3?\#! M`WH]B-+OH0K&@<4<$;RL;!Q_7-%#?Q0\@`4>%&AP`D%]`)"#%PJ&>G$#$BQ0 MQH1_'!#0'V;$@0.''F8P4P)UO$`"*4<8`+>+@A M!P\VP)&ZVG(2`@>5?[@0QPQ46'%%`V^+D*R8?V`Q`(5GFC'_0`L=5#%"UZ$Z MH&X+,H!I]O?@AU\('AP!\4R4&5@A@@MBU"R(#0-8L<129!#@!A`+$'#&``.` MP,`@`1@`!JP0AS,00`\#8`$4&I`4!Y"`?V>0@@)Z8(0-:&``>X"!'N*0!BJX MP0HK@$`,X"`"-43&!5`C@!5Z@*\F#``,0,@"#E2PE!@D0$5)B`0*8G`AS.3A M#)&!30([D0`C#*!JA%#`ZG30*/\,(`\+$0`0^)>3!AQA!$;(`1&,$(?BD,,( M#QB`#K@@`_[%``8K@$,7,=`#%IB!,2!PG_CF2$=WG6!1;Y.&@:0@A$+0(0$& MX$(24I`"`ZQ@!9490A(.`(5"-"$)_U$PP!4(=@!7,2`)5$E!$ES%`P$(8`,$ M\*00',`#*-1@`P)P%1Y6((/*_"&4`JB!)P^,RG/O?)SW[Z\Y\`#:A` M!TK0@AKTH`A-J$(7RM"&.O2A$(VH1"=*T8I:]*(8S:A&-\K1CGKTHR`-J4A' M2M*2FO2D*$VI2E?*TI:Z]*4PC:E,9TK3FMKTICC-J4[I&(4JB``).PVJ3@F@ MA`'$80L]%/^J/U6`@!<@X`,R0(!1#$$##8"')B.X@';*D`57KB(#W2`$$1#` M#4,$``$/R*-%O$`"M@E"`2DYA`J\0($#^*-Y)&C!5^D,`O+`- M!PBB#01`P`@>\((.4.T,>F.$#1"PL@4\X`$-D$$0E!K0)/1`!&&T@!CZ("#4 MY(%"-FS`#>?IKS\9<)H`_Z$.Z\&##$(`S#Z@%@`A2$*)"98$$0Q,RR(H MP7KH\`0J?$$$=^7!RJ(D`A%`)$<;2@`=M`#-10#``N2X[8`&0`@6^.H0<*C1 M`_P`A24A`0\#,)B'#^$^,A$"`GD8LZ.4P($5\L$(N@$(6`P18/)H`6`&39VA`4"#P7D&0@`4S4`!9_>(& M)O`ZH+[^`P=ZP'D4!!><`$95A\/'5"H M`0U8/1D$@`!V*`R@M)```N]+,("I#CJ9 M,Q-$HE9P@1YX_`\,*$$#P.#S8EB!`6D!'GO^=(-/LPT"+=`9!!8@`1+TP"\@ M^,`!/#">0B3*JX(HP!%T8``@8(``$&!G96``2I!,7#`$*]!P`^`'`/<'0K`_ MP`2E09W$E".1P>6F`6EX6<-)09R+P#-B& M(F@P`T9D5$M!""30@#I!:(C@0O#&`"`1@?J2!R8P`"1`"'/P`"P0!V$H@1-H M>H-0!T!BJ@B2R``@O0!T?D_P(P(`0/=`8@L`!U,`)O("0F M,`<<$GPQ(`&^=`9`8`,PL!2YY@-D<`8M(!!TM``88`(:X`+#Q4;9-0@,$`7'P3]*<`8:D"%J\``9<%=_ M,`7NX&-'<`1K4`#$8`@>$!:6,`<\P`*0(04HDP4T"H`QS,`0A``)N$*P'`W`$:1`!MP1<`D`T@X`'S/0'17"8B$`'>B`';!D$ M(5!`,4`!&#`"9-"*:'!SA8``+-`"/1`'@L:3'&6"!(4'55!41P0'+O`!0S`( M*1`T,B$#9_"0S!@'+.`%YT,(4F`$'"D/<``'AV::'<5`6=!G`:6)<8`!'V!X MVL$`*#$(7J`&.>`JA\`$1F<(RFF91,(`#L_ ` end GRAPHIC 20 m62094tom6209408.gif GRAPHIC begin 644 m62094tom6209408.gif M1TE&.#EAF@&G`>8``/;U];Z[N?S\_+:SL?+Q$B5DZVKJ9"-C)V:F:6BHW7UZ>8!]>U%-3.[M[.3BX4E%1,3"P%Y: M6KIZ!42$C8R,>SJZ9N8 MEH.`?N;DXNGHYM;4TN;EY"DE)/#N[8N(ANWLZ][(B8J+C(V.CY"1DI.4E9:7F)F:FYR=@V!@ MGJ*07WJ">J:CEP1%27T$/ZJ$>@"ILK>XN;J[@B(MO+@"41P:82-2&,",9@U: M=')71">Y,3M(RJ)P!TQ8429FV(TQ.CH'!Q)5X;=30UI"@E])3X1)4!!-:#$+ M*DU+5JE)IHPQ4X5`DW2"BI!`4B)6DQ]OIBB";I"1HX3BK1!M7*@[ MM,>,*0&0U-08$"%(FYB%^GR!J@=.GT%[?MAJE*K/U[&*OC"H8Z&#'3SS_Y:* MBD"G3@%!+N;@02-(`(L:-QK(J5.'C@8=>#ZH/-&F`(,\0X;8\>#E#PL\=.A@ M^8``"Y8: MA%#(%W;(P0$A!%QA@A9$C)"&!AG<<0<'8_R!@`=WV'*!@7!M.I##`"E(H$"T)UP%QVA\-M''E%RAT(((<$XR`@@,F_;'; M`V!T`$0";I0QSP%#P#``"MW^$8,<"#!>1^M_4"#'!H-P84<%#'`,@P1:1'`! M"BC@K"DA-P0!Q01#Q'4`$>#^X8$/+`"011TP/-&`"G\$.`<,?1#Q1!9Y:"`( M_^8N3-_#%PW8!`2H?X0@AP.$3.'9`Z8`,$<00"2Q1!XE)%##`G]HP@[<@#/> MB,`$=NC"5Y;0!@J``016D$\+5.`")V1!#SVH@5(60!$40`H(56#J(#1CC"#F("AM7XH`5+&,(8 MW#8//83@28.@01TJ8)BYV:`-6K`#$]:C`3KXX`"I4((/>C`($&A!!S4@TR#F M8(1!0`P%;2"3!H8@0A)@80C@2$(;?'"(+`02!5CXI7PT<(4\D*D,'A`$'(:` M@B1T31`JD$-+"P&"/-A@`6[_\``Q*Z`%ZQ1@`@S0XKSHT`4]))0#46A#`OX0 MAB&T8`5,.!0/@A`!.+BA!78H@1GE=06/28`#'LC##**@`T',H`W)4"H4T+`` M)>!@!FG`2@`_8`\8`#A,$"-'A`&.9`@#74P04OZ$(R'N"%&?C@ M"BLP0PKL,-4;-$:<.N@!$R3BA@L1MPTT&$01AI`!(M!!4410``SDD`,VO*$` M-;"8_QY$T`;$":(+=(!""^30+9T60`(92"P"VB"'`/\A@YEJWQ`XH$M;S"%U M=@@!`)C@FR[@`1Q5(,*-__"$(>3!.NQY8:($X=0#N(`)?)+""@:1AZ8^]0]0 MX'`A^%"!&HP'#W*8P1^BP`.C!$`+#O@!'DR0AQ%0!`1MB,`)5K#6#^2!"SF( MJP@T0`,LP``(%-`"1[N0A@MT,0N"``#=0A`WW@0@W>00(V^%,0*!@"`)!P M!SN(X0]"P(,3MX``+H!*!1R8@XW:)0@A[``!&*""#]8CB""D;@Y20$T1EH`" M/,3"!72X0BJ.4`?X"6(/?%;N&G8`!+X4H0:$!,,+`-`"\3%N*D<_@R!`X&NJ M#D&O'+%#*Y,&SS\HFP%FP`,,!",Q)1R[!&(`VFF6L`$+:"`%-K!D'&!FWG]8P-$(T83_&*@`"B!X`:5O,@=%N<`N?XB#%%Y0`P[` MAPDT*`(;;@`'3M[A)DR00A2($$1!S"S1#FC#XJ,@L0*8H`=TF`!%&C"'+>@A M+ONL^B!(4`;P!D<(,7#/((KT`AZ0*05S@[8$YI"!*_V!C4PH0`M0@*`C`(`% M/!`##.KP@1Q4,PTH.$(?X'#*+6"@#1EH``<^^H91H^``#A@"M3(0@'$=`#XE M6(%M_B"%&L``"3Y@`'T``#!"``5`!P?@)7;`:7UP`FSP-F#`&%B0+35P`0-@ M!$'@!730`040!DDE:6T`>%0@-W]P6"CP%2K@`Q*B.EBP`S#0`T`0`2-0`QC@ M!&S@`[@'_P(5$@4!P`!D8`)-$`%U(`,NX`-WL`$R<&`I0`$\(`,>R`4P@`=! M="N)-C-'L!/Z$@5`<&M%\!P`-?T`-X0%(F<`F4!6.!?5,`$<0`$1,`" M+N`&*\D")K"-A$`!._(<([`$/]`"6/`+#L`$4;`#03!704`&#Z`%1-*22J`' M)H`%'O,'%L`$(3D(#L`&=M`!@F``1)"57!``&=""P94%'U`&5+`'2A`&*W`? M(T`&(Y`!*E`!+/`!)E`&#]`"86`#7-#_+QTP`B&P`%U`!APP`F6@`!=``^"P M!U*0:+SE7X](`S3`!CYI``+0`7&P`B3P`Q-PD4&P`E"X`_LG`1WP!$&0`1;S M`'8P`O-``S70`J'0!R$0!QX0!%)@!B8S!!(Q`GF@`TR0!VY@`G&@;S'0(A[@ M&X(0.H(P`#5`!"NQ`T/``G%@5#I`)/SA`JYGK,`!VA1"7`P!C8``>\Y M"`#@%0?R$F!0!?"!$C]@%'L@`,0T"Q8F"!"03()0!54`!Q0A`&9Q"@)`$XLP M$XG`!W#@H)T@`&8@0G_`!WU0GXY@$64B/)VP!#B`"&E0`$:P$7^0!#*P`$E` MHNPYHS1:HS9Z_Z,XFJ,ZNJ,\VJ,^^J-`&J1".J1$6J1&>J1(FJ1*NJ1,VJ1. M^J10&J52.J546J56>J58FJ5:NJ5^J5@&J9B.J9D6J9F>J9HFJ9JNJ9L MVJ9N^J9P&J=R.J=T6J=V>J=XFJ=ZNJ=\VJ=^^J>`&JB".JB$6JB&>JB(FJB* MNJB,VJB.^JB0&JF2.JF46JF6>JF8FJF:NJF^JF@&JJB.JJD6JJF>JJH MFJJJNJJLVJJN^JJP&JNR.JNT6JNV>JNXFJNZNJN\VJN^^JO`&JS".JS$6JS& M>JS(FJS*NJS,VJS.^JS0&JW2.JW46JW6>JW8FJW:NJW^JW@&O^NXCJN MY%JNYGJNZ)JNZKJN[-JN[OJN\!JO\CJO]%JO]GJO^)JO^KJO_-JO_OJO`!NP M`CNP!%NP!GNPUO4"H8"P@]H2#/NP$!NQ$CNQ%%NQ%GNQ&)NQ&KNQ'-NQ'ONQ M(!NR(CNR)%NR)GNRUMH'8-`#.N`"4[`&SB<(,2!93Y`"*A`#-U`B54`!":`/ M2G4"`:!")?`$`]`#*:``*L`0+%H(3:`$2@`"?6`#;Z``"P``!4$`5G"@3U`$ M+-H')3`%2S<&4*`"^;``@O(")6`&7W"UAR!9-_&T;S!NGW`2?=`47V`&6!BU M#&$%(,"A<[($B@!!.B$(9M`$5F`&KF`)_8G_K7U@!&6P)5@`!#Z0:(M"!*LF M"%Q`!'.`!7&``6!P!R\"!$%@%DP!B:@-.+!'QIPD$H5`&7@`WD0 M!RVP`S9P/Y=R'P5@`"M@DG)"`FX0!V0@!4QP'I[A`VYP`53``QY@'VQ0!@TP M%GHP`7PB".ST*5K0;G_`!7'0!7@`X11;`Y0_P?7$`)#\`4+P'T_H`1,(`(0D`2$T0(24&ID,!;\`-",!A2P`68@@6W]K^:''."P/\. M&T`H=2`%)4`&TL<1@U$'1.`2/@`&9)`&?]#*02``.2`^HX8'H]''CO@'$J5Z M@R`&=8&=A#`8!3`#'-``<2`\?6P"W8@'/_$'!4`83H`#/2`"'K##=;`&>D`! M6&`4JO)D.G3+6C,(0##.`O`"A&$HCT<]8,`"IGRB+ET'Z2"$A:$4$^`!57`% M=0!`,=`&V..K.4`8A#0()P".:^`#@T$&`YIJJ_(''4`8Y"XXV/*OU0[^&#--+`#3R`H3\!\A`%/6K"TK4P$'VH*3]T& M)T``@:Q-@F`%2%T'4_4'E-<;A4``@P$#$V`"11#_:<-7!PP=SW40!'`0T5*E M`S3`$*MCRA<`!AI@%%%&!XGU!SQ7!T.`,SS`?0(P!8/1.@%`&.&F7#WW!Q]0 M!VX`#JS4!INL!TZP`TU`!G7@`PY0!"(`0+XZ:G7@BH:0`3!P2'FP$Z)2!TL" M!9I<&!GP!3_P`751!WBPC210%WA0`SM@"&$@VC$["%!0%UA`!Q\`'R20!S)P M2'(`'`O+5GY,"%301D8@44R0RU@C!8_-HDZU7(50`H/!`^%Y"'-0!_X5WG(0 M`ZDF!V2@!5UG!C9&&&Y0OJO#8(2[`[Q1;8(PS&4P`/P=!!(Q`(21#`I`&!_P M`^&=`5!Q`%I9`W+@`1%@_P(`X-KJG`,@>JNAS<*$L`&O@0*#P7+-+2<#<`-3 M4Q@ZL`0E<`1Q,!A8@`1-4!<>8`%+1DWB;0@@4!<@>8)ED@=)$`.!/`0^X!'A M_=V#$`)U`!Z$D0"I\`1:D`.(XM>"H`1U44*#4!<9P`157@A!P!:"P`%UT`9/ MP-06,`>.2`(-P,N][7QI\,G=@@`9@`::#`0L6M)SX`-I+@:F8,5U0%(G/LE? ML`.CDC/--SF3C$)-X`2!+-I8UZLD_H;OF598H!=UP`84(<.0QP'Y@@.WG`$, M8`$#R`"#(0-64!==X`(LT,)(V<*$\6N"0$Q38.P*P`,$<`$GP->4Q@6#@0>M M#O_H3)!\B`($V_?8R80HC4886G`E8?2&IX`")U`"=>$`!>`&Y^81?]#G9,#' MM>XZ[VT$%F`&!A`#&J`'7`#HU,,`"B!.=("40*`TU\UIHMX%1F#*./X'&+#F M?^`'A!$%?W!(I0C1MIX:A-$%8*`#9I`#,7"] MN%X9X]XOE?D5HA(%!F`\*Y$9,4``=:$!>X`$+\`$TT"XF.X!ID#')J`_1<\1 MO$X`8(`%-N%0O;TX9K3O@\!S/+`$.JUJ7<$$$H`&*H#KOE''^P?O%#`SJ@8` M.)`$3'!Q@Q#&`08R=?!G"5`88[``7C``6I`%>,`G9K#_`G7@0EC0Z'*P5CT0 M@`$@`S4P42XAZAH0`[P,;Z\X&-OHPC6@93X!!#;A`@KT!X!$:GW@`64$*W40 M!D50`/#,JPI@![T]`CMP-##@)(4%`H@LQA?`VZU_`@8W`BT0!#[0!`8@!TQP M->]3`A'1=6V-2BF4M9%IN('1,$FD^6"\U6#1U&00I>&YH?TAL=4,3 M,5B6`Q1#=28+#8H?4FUU!7TO_SMU06(D3DQF?WT)=5%_H@M_.G4-1W5S2I'G MZ.GJZ^SM[N_P\?+S]/7V]^I/!Q,%,!("2B3T"/#GB8L``2BXT*$CBI$I&&0X M<4)%S!\H#!I(X0###(@01V@XJ$#C@@,PZ4!,,+%#"@P]?W(<,1EBA`/`,,8$@CYT*`/Z8 M:2&%P/\'-UBTX+EB)H"A'/B""Q].O+CQX\?[P.OS)AU,/3#9Z2'PY`N[+P"4 MO_DA`%WT:WOZ\/G>AX"U2'O,0.C3I_L?`0+@0-<#IX^>/46^$(!0I(F-)$4\ M04)SYWSQPQ9?;$&@3T\4`2`)!,CW!GTDH$."%T^<\$&D.@'!1))@`%B$5;\ MH<<7;[BGQ`M;H`.&&BFD$0,!."B1Q#D`"-''$D^D$,`9UOT1`!,$(6?DD4@F MJ>223#;IY)-0GF/&#F1\%^656&:IY99<=NGE.F;`@-*79)9IYIEHIJGFFFRV MZ>:;<,8IYYQPQH#`!!/D$(`+YR0A@A$IO".&#@<<$$$6^)S_$``"+]Q#P0`2 M&`!#$_<$,,,22*FSA3=I5L&%'S>D8(XZ0HQ!SQ3L"<`>G:RV&LD7#]!!AV"^ M:!!;0;EP\(X**"BR`J?V&"!''1K<0X46=>`1!J7V1#'L#.LD@$>%:&[@@R)M M>+`.&T,@RLX/D)PS5@L?M-#"`>'"X$-&+CJKI8%*'(`4D\$T<5Y?UA0!POP M8*`(!<&]0`>Q^/0Z0G!3#+S!.BO4$6B:3]101QCL!%%'9.OL<44!Z'R101UN M)'#M"J;"\P41=83P[LK%@=!%&2(,<`L'.T31;B1(5,+$K3%E4`4!77#`0ATC ME-#"!0\<44$.?*`S@"(WJ#,`!Q/T_Y&"$Q-D(<(!/?TAADDHZVH&`R@@\`84 M"3"@`@(,L/,!R.JH,!,.U_30P1511]*`!2$,["TZ:>!!;'-\1*!#`U4HD4@0B0H'M-.$Q`='H@#` MD6R00)#I_"`"'7Q^-T(=VGI2APB1`$``SW\`D.$?<'A0QP4FBL?R\_2X,(>] M=;#Q1Q=U6!!$!>?X6T?JY^S1!`F^?.#+"$WLWH8&->`A!#I9_)L.%36@@`<+ M&`!11QN^W)%4#4S8P;!&\(4.T"$#"":!>SA&1TX0AR`4"3H&=(="9`#$Q[0P#_HSP030,`Y7*`((ZB#DEH`@"<. MY@#>$6`(#P2<(@KY!P+XH`T-N!8&WMB0.O#@#Q\[@L#J0`47#"$//6@#$Q:@ M"#*(0`/I0D<+ZE"&=.CK`IYP0@V-4$,&O*$,O\/`L!B#CCIFHP[_1VA:%N@@ M!P^P@`8ID(,!40`C1/DX@0KJ($+L!>$ M#&@!@NJH`K(RH`XYI$S5H8<$9$`8=LB7(K0PJC]X M86`<2X<$=$&`=F;@#Q.`Q1>0Q:=S;&"4D8"#"VY0!SH$00MY8$`->Z"O.'S! M#G5@@!7K@`*#*O)^,5`$<-JAKQV8PV*:&H3\$"!9"&A#Q_"K%+JP(0M7"L'$5M> M.VOPLRT@01%YO$8:\!4)&;;N#Q?H`,HZ`*`F&&%]0W-"@!]0WSHH`!T+:,,0 M>#`T.3C@#T^KP8?_H`(Z:.$<`]""%C1;K'-.H,,*@`$M:HB"&0PK#59(@0U> M80'I5``("V`"+/^F@*P#^$L..-#?`7(P0RZ`50%*\(4!TH'9%?SA!).BA"W1H@I*)<(`A&`&\#'A%$."`O1%(8&`:&(#@:%"` M%:A`K9$`!QML<8YV$D$2#&C#`1KF`R.@@`,HHX*215`%\'[@!(KP`CHN\`$4 MG:QZ?Z!D82.1!!>?HX86P!X'!�"5"U#EY0@0B$$D2E&#'B#+"7!`V03\18<%2*P!PPW"&J[EA2HHS[WGP)[U/EG_AQ48 M0!!6@*8%DAL!--2`#@-X8P5^^``XPYD+6@!T&X(@`0\,80A!@-TY>L"&(0*! M#3JP`@3&(0)#`"X0Q!#RT@05(2*<+C0!L8L7FG')8JQDJ<"TY\,",-2@!&GY8!Q]L@(1T M^"$3%("`@0VLFY,$8+L"`%;>Z:L&W/N#)^A0\3]`4P[ZDT,'?.$#%(BS`D8@ M1Q!\((49&$%B;0#"%$A(!&\D0@Z2_`,83("'"[0\"WK`0$8Y4`,IY&!8']!7 M&Z@@N`N8P1-WP+F04*:%H?"W`2H(0@T^,,0`_\!`"VQXA0;60$(/M#,/%8BI MQ0\9@!Z800TJ^$,,-I""%:?C"5EH0`$(H)P_O.$,)T`#"/F`@0!`/P48B'XD MJI""K1E`(-8NW@F<(`$"),$%$G!!%FY`@1((@`LTT`,PT`,W0@(Z<`4*8`8E M$`4.D`!(H0(MT`:[]08-<`!7H`/C%@(Y``%_D`470`,;H`J!M+)`W,?$!*S`".[`#&7`S,B`*(:,W M.Q`$%E`$:S`'`71I.^`!+;)\CGA("4<&8^(J'S`$,)`%Z20%\'`";C`%1J(' M;R8/5M!][P(!.!`C&U`$\'`BNMB+RKB,S-B,SL@R0J`"`/`S!$!:9P(`W+$.!-`U MQ$$[]>"-SQB.CX@"=.`#/F`'>>`#",!@9N(!)O!KZ/`#B($'+6`!`"4/?H`" M4Z$'3A`'.Q@/]M&!/)`&PL$`Q".."+DF?9!4=2`#QE`'6Y8F)"`Q$1D)(E#_ M`P5``;JW!O60!+O#!'S0*Q0C#Q[0-KEP!,%17Y9$'"B08`GYDD9R<'4``G!` M0JX7``S0`S.```6@`DM0`&/0(_]H(OJ1+DD0`[%A`R!0!7W@!>KF(C)0`LI1 M!4K0$PN@!-UG`QCP`\H@,^?@`V$D?7.``]:Q'EM0!7\0)'U0!#$E'YW$!#]0 M##WU#N<$,&BP`DO@7?30!^?D!NQH#P'0!FL%DX19'$-%!R]``C]T!`54=@\@ M,14`!4-@5$!Z=*``PN``20`%F>)&;)``$K-H#=,#!2`'02``N3`!?R`, M/EH0(A!7M(4$8(`L"'`!U/E&*U`"KRI#6F`#YX0%`G"I'U!9*T``%K`"(`!\ M0P61("`Q[?)#-'``#30;40AL/O`%E]H`Z9`$+$"#BK`P:8HP`"H@,3)C,5>0 M3ECP!@9`G0!\IC``;%`GJ@/R*P!,KP$N?@!KO5*[A:I[`0"37$`D_@ ML4G5!FC03C[P!A_38U7U`$)P`U[P<0HP,`8`!1*3`S:@_V0MX`2*M`B`Y$$`42H`/ZPP,+$P&1%P2,^0HK\`4QD`#V)@=)T#`:L`?@!;=R M6[[G$`/@50=.D`0H4P-4<`)T4`-N,"QL``(DQ`*NM0PM)`=_ADUOH&1Y$`9! M<&$3HWQ_H&0[H`P>0`'7T@*]H@4+H"],D`NP<#P'S`14P`5N,`2C,@(UL&5; M`$US`*Z_@P.1=2TU<`.49UQU8`=LD*55-33#`+^"\`$_9`(X0`1M@`!S4`,Y M0$]M0`&Y8`'=!P<3I0;6P)`FH*YXT`4H<`!C<`#Q&P9$8`$,\(0QD`L3]`P: M@*[F^\4#0`7U*`($0`$5T%)5H/\#+&`$1O`!(J`$$;"&`["C,J$!:_@!'\`\ M(("'360`']`%5/`#Z=``&G`!1X`%!Y`"4L`W(E`!%1"55!!\'M`%,)`N5R`" M^SD"+A`="5`-%V$!9U@!.\`#4D`"@7D'4N`!#H``'L`$)H`4G.<#!6`%/#`$ M+<`!/I`Z3C`$9+!F>,`&*H`$'D`'0.`$0N`!/,`#HSP'91`D2J`,JK4$/4QG M""`QBE`'9*"XW#0"2O`!S*7#,T<"^C($X//%YNPE])&,^,`";$`%5``F,54% M'(@.JA)58)`I<+"<`C`A[\"-[V`%`V(B>^`>33`$%Y0'M$HI+T!%?]`$);`% M`8(2>S#_`\QRSA;]/#+'!-39*EQ`+$YP`&TPDA<]TJD8`!UP`G\9)W"0`+3A MAL9(TC`=TS(]TS1=TS9]TSB=TSJ]TSS=TS[]TT`=U$(]U$1=U$9]U$B=U$J] MU$S=U$[]U%`=U5(]U51=U59]U5B=U5J]U5S=U5[]U6`=UF(]UF1=UF9]UO2@ M'VB]UEV"!!@PR>K,UG*M)&]@`1N7!<`XUWJM)"W`RR>PJGL=V,>A!TO@`&[` M`Q/0B(*]V,5!``G@!FW0`2]@P(Q=V?5``%Q`!'3@!EYIV9YM#T(P`BTG`0OR MV:8=L'-`!T[PTJ?=VNWP!`7@!C40!@OCVK:M#G8[S!F``.]S_]N^_0=[0`&[ M@Y&`_=NN#0!=($X9D)?&;=MZ8`,Z,`<^T`6=G=8=P-S-/=9ZL`4ZH#QN`$+X M``,\P-K9#=9ZL`%2A``FWM,JD`$\ MT`1'<%3OD`03,#`K<`/L/1QZ\`$GA@XI$`0K,,\WCM-5H`$]0``@P`*FR0X& MT`4*#`6";"0)0`E'WF25($28@`K84$,I[J4/(#-=`!?S!;NB)=:-`&&_X!%%``<\``UO`!\3L$`;`'`2`'V?X.1][" M[6`&^O)BYQ`%->"C>M`!/C"(3RGM3?(&-7!B3U7L7W`"'8";7``!"+`&2H#J M<&(#&5``T8'_`W-@`BO@!Y'PS"SPE$5@`GG0V^_0`*;P-^D`!S)4!QP9"?]+ M!:N*!,)0!V?`[T^R!S40!2<` M`E(`!)-H`7&0Y']P!=P>#S@@.,N[#C2@!92!+SE0`U"`#F>@".0+\TNB!SX4 M!'CP`4)``6TP`F]4`PBP&AC@`AO0=W%2!!70!>(5"33P@G^`K!MN`[\9BNT` M!A_C!A[O?>*PTEK0`ADPF&;`!%E[#HG@`6@I]DY2`T<0`Z/B`'-PQAT@`EE@ M!\S3*B+`!'1S#BF8`V;^!R%P!PMR!35PJ.XP#G;0]=Z'`TTPJW7`_P6VS/0Q M%3\Z8'UZIP6P;OE-LGKH,`%8)8QG>3"+:G0=/XTV0S4<10P= MJ-$!5!8M/CC480.##ITC>EA46`2`0XT`3/^.0+%H9(4;3NA"BAQ)LJ3)DY+> M]&B@1L&>100,7,#P!T&'(R\I1`"%Z$F3(8Z!.W1.>/$1A=V0(P62_('"A,P..1^`V)G09\(0"C"@ M]-S+MZ_?OX`#.XL1!XTA`CV".-C'Z`J6&?<(.8I`)P`5/"Z4U.`E((6<'1O^ M5"C@B$>-0G\BM!EC@8X<(`$,E;!3!\L"P;ASZ][->Y&-/WW@F/D"9HL5*T6$ M`%B"I`2()5N^?(%@!HP>`(NT&=+#IX^`[W#"PX$`X8V9/V]X&AI`ILD?/0=: MJ-G.$T&-'HQ$Y`G_R,A&FP9_'.$##&T`,0$/`VC1!@Z2?+'$(CN4H<@`.&S1 MGP;R]*;AAAQV^$P/=7130QMMU*`@'B3FT08>*-8P!(E,^%###D.P8",3;@#! M0QQQ,!'$'%A@X8,/=N2AQ1!#W('%"B9XX$$9<2S)1AQV$)$C#T"XD90_*SRY MPPI#Y&$C$58"@44;/6)!QQ!UF,"$'"QH$488(V1`1I-EE/$E&VRP0`0;4L"I M@1176-""%%)\@$(776C``9UVFH#GES0P8$`##>B`0`XPP,!``@=$$($1.DR@ M0ZA.3'"$""%0<4$4451`0Z&'?J#HHAIH<.@$,O3P``,P;(#``P@),5$!D`` M000+*^RP@P`'?:/N2!Y(LEMC''$$1D@+@)$:[`!IDZ`E$ZD4;RX`;=8"]Y1+?$ M%S])'WK``8D5/A!AH2%]N%E%(P4K_\<37CSH#`E#C/"%`'WTL8<`>W@7OGJ0 M"&"&&5O\L+X9;Y`GWOC@(\\,`0``\$(520CQA!7XVX+U)J&$'TQ!"2.S6%\A41T,4`#\G* MH.^0D(RD)+$8@#H\8)*8S&0DGT>\"M1`+9H,Y2-"($K=J(`)8#3&"=@P!Z,< MPP#4>@0!:0@*7$`#,BRE,(>)$BK4(0+(4$,9Y*#(2*2A M!24Z@"3&P`,YW`X/EYS&`/)P@4=<0`M1Z,`:@#%082!U?^(08I^.H; MJD``*S0!BD\`P5^/8@Y'V(\1N7A#9U=*VD;```\BB,,+9,/*'FB@!I<0`!"T MH`0'U&$-ZW%#'6KPS@3\(058T((3M*!:24A`#A'HPO\0/F"(*JR@#2.8`P]^ M`P<4R$$*(Y`#"K#CB#70@92/8,`0M(`"(1H"`"RP@QODD`%%3$`.`!!0P-HR1,`-!VV$!8"@/4?H00P'>`MX1X"'!`"` M`7+P[1]X$`0X@$@![=A"A!C_T0$M8,`,(:B#$"&0@#IX(`816+(C^#""#M`A M#PE@PAC^<(<=C"$+1CX,%D9@A@G48!%LH$%6:X"*##`A"TEF;DWHD(,%:"`( M(%Y"#S83!4/9N+1?\,$'+L"#(P.'!1KX0P'HL&DAU,$(?Q"!DA=1@3JPV!`: MH,,*RN`D$4AB`'5@@`FP+%,ZF`,`A=N.$X)@@AX_P@-2B`0#Y&$%%,PAIJH( MP@HZ1L4_N$&B3"4R]#(0Y%",0'E):`,">BD'\TK"#$Q@`!`NT($@Z,4+%K#< M=9O+!.:*X-2&Z(`(KD"$&@B\2V:XP2C^``<38/,!%JA#6@F@80!LP3V_7ND) M:@!B_Q%(],8\B,(?&$"'JS9!#@5A0`T<:V43&X(;2#"$%2H,B1G0`0U.:,-J MD2R'&%B%">#]@QKD4(>J,.($!YC!%^P`;4CL`-!_F$$;Y'$'-KC`"#74ZQ^( MD&QCIE(`08CG(CY``]FTP0F'H<-3)E%/"A#@"^)4016"X(,"V$?63:@#*!"+4X>USJ$,8_M`! M$L$@]QP`@!ZNH&$?:-<0:Z"-5^YA![)D``^DH<05DM0`_Y(B!IES`!NTH*TW M$,$.G/P#`7Q0!QY0@`[-=`0;@*"#%G1/*.S%``K<8(\I:/^!!3BP?Y!Y&M`' M.M!Y`;(#2P`"":`%2?0'+M`&5%`!`<`'?R``V28/?:`"S_,%;7!MLS=/?1`# M7)`$!$`!!F`82``#)P`'.``#2@`*?1``#1``$N!U?X`$3F`$#=!3AJ`$(4`& M$;`&W/4(>L``&.`$5C``+/!Z&1@%;H`"3N=C'C`!C0`'85`''/`!&6!8C-`` M%L`&*^`$G=4'1O`F05`!(-8#X=0`*X`C?R`#+#`$*S!27:!6%B`'*Z)(*>`0 M;9!LDM``;;!19I`'P>$W@ M!_.1`FK`'RJ`*1OP4"T8!%2P`$I``R#'<@C@!`\PC@SP``^05K]XD!LR`6R` M>(U@!FP0!1A0`S8H3WKP`#Y@`B.0!\^(D!PY1'K`$WI@'M&!`Q00`"U@:#K3 M`Q(@`6J`!"`E2C*P01O`2QU9DQZR`1)`)V"")'@@BK#PDS\I!W10`ZDS`7IG MDTB9E.<@_P$'4`$<4`8LTHI"&5\GXP0Z@`%R<`040"\#4``AX`!N@`>;40?6 M!'=*>99HZ0A[``8*,)`M$`:=(Y0:M@)7,#$P<`:@$`-DM`@I@`<@Y@A-4`1H M4$,[X!H9`(YIF9@<"08VX`7QX0$].0P^``0/V0,N8`-@8(R0``,\P%!<6`0& MD'O9I)BD.7M5D`8N<`$^@`>P(`?-1P8'0`%_R0P84`;)@)4L0(>EN9NEI`=[ M\`9.4`:)U9IY8`)1X`5OH)O+8`4?0",+`#H%@'0^`!#I``CM4;?#`!=9`!TZ.?#'I&:_`*,T(&(E`$+-@A`,!Y M/K"@#;JA6.0"]CD'L=$M75`'6I",''JB150%$O!<+9`%VZ(0F("^D6C4'H,<#`% M#:"<@/$##$!^'+!9SR`$:*`L.5``2`H$#`$/L`$92`%$1`%*Y"' MH`@$+:`#TQFE>,HM$S"4+:"9D9">3T`":A``!H``%>`!.^`##@&4=I`!40!4 M!S`&4%`$X'E>"V`$(+"%>;JI':('22#_##5@#X_`!TFP!%1Z!"C`-VTPE$%) MEFW`!'$0=$8@!C9PI[I!`#;0'`K@!0;P00G0`Y_R``<``PG``%R0!3/0!!K* MJ5#J`JP9!D>Y""#P2RL@B[3`!'/@`63P``7``$T8`%#@3QQB!27@!"+C)XKJ M$/`%E$/@DV0)"Y28)!V``)K*K`PJ`QQ`(A-P5F#U"N^9`1H@`D;@`C%@!?S: M(7U`DD80`C30)S[0!O!%(G@0!"B@`19P`"Y3D$K0`"W0`5,@`VB@`1=0`3`0 M!5(H`ET"!!V`*;-IK^8Y`$%0!TQ@`.?A"``0!]Y@!+:J&WR@!'YP`F?@!%$@ M.S+B$%C`!+DR_P(ZT``4<`9^$`,"``&>28M[20!GH`900`!.,`,#$`410`,K M@`5"Z0$NZK+5&0"KZ`%1%PD$T`%L(@48P`?ER1<&I0(N$`$MT),_20=M8`)0 M>00F6A)04`$9``L>\*1FJY@D\(A8D`+(0`)=(&%!<`!P4*%[00`+,#`?4`:K M&B)RH`4C0`,#X`)0\!)ZL`$U2[<9P(]DF+AIJ0<8$+,=L+;(\&8E`!=,"0',J/EFB"8,($,D8#E=J1<"`!;D`'5V`8T*`'4Y`#%"4'0Q`" M\ZD,.&"'V#D,=S`"FY("Q5$",44\&-`&.T!0*,H#!>=Y-1`!54`#=>!N-AD# M*$"B>H8..!"YN]4`(1P)8.`%'+L"$B:4>1`&!9`%(5I%<'!^.``$'``=5``<-#_2'%0`Q3`!G2P7BTP`F.U4GT` M`_;)!+M[$CTP`MX0`E\``Q;@`69"=B;2`3G@`D5POU;4`1G61J5Y`&3@!9YD M`T[@R$L0MB3``1[`!TV@!6$GQFJ:J&70!`=@!TXC!Q5@'R;@`##0E:2U$0!: M`*E[$G`@`SY:&[!0`T%``U3P`"J`!)9;1GKP!`S``W0P`@Y7FB^@`3O``G0` M!5]F#RA`!RX`NN_!!MZV"&8P!!R``VH@#U2P`A*0``60`RF@!:Q06GJ``!VC M`1M@I>?@J3W0!6*[MR;``)N&1T(0`&\X!`T0QV=9`5H@`P$050+%"A]`!Q0P M:H:P`M%G"'`P!-VT_PUW=`(NX--_T`)R(`,^(@0$P`-DM@@)MY$( MV@)3<`51H`!#T%,I<,>A5`4.4`/:2;LGP1:PD&)4=P)L8FQH]`(ZP"9RT`5E M*PDY$+@=22!#(,H>\$X\``,J(@(,@`4U`#ISP!]JX`$U,`<.N!VBX"(NP`:. MIIXCL&&E!`81P`1MT`)*X,LCH04R:P$WP,2+@`"LV=%9M``#8`(2Q@(PD"'Z M>8Z`K`,$X`+`,@7VD@8"L+[H>`,\L0!1D#(E:`@J`$088`4BT`%&L`\PT/]O MH33(-2`S!6P29#<$,\!+6R`%=3`')+TM?>`%#U`!8HL%5X``>^FZ-FF2:"H% MR\H7_CT'F=T(+V"?BV<\7X`##]#3M$`$!Q!+#$X2/X"K^),$`D``Z@,`X=$$ M\/,^T2$=`$!9`'#.BQ",WT$^XM$'Y8$>RH#CPF$&/P`'8*";3>!);7`$9?T7 M0`"@G/T'3'4!R=L;4'``^APB0%`!&R#<(XX.7<":6G`F06`'/V('09('1L*3 M*%(B&68B<]`G9:(C/1($/Q(D/I`Y6J`%;E`E<;XC\D7G0"(D19+G2#(D/(`' M0/`EMN,G1)![=<`"I.,C-04$(_`ECD(G=;*D>A+_IWWB)VZP`SK"`D!@L2C@ MC(K2*&2#`E+0!64`"TQ@-A]P!2-@*!_09'@P*Q;0!5*C`5<@!2%P!%>0*G49 M`AZ0`/FBT3)P`B7I`@.@DIYB[`V``$;`0`&0!@"0`)55!#8P!6,0`TJP`5D@ M`[6T0A$P!V/)!@]0`IHI`%]@!4+@'`WT'HJM##P.!UR.IT60!FO@!4K@W!@0 M`U#`!2"@!!_K`@9P`#V0,_/B`I;9``,@`ZM\:W"G4=P!!%0`>2W`AZ/`"W``;E^-C2P M-#PT-;#2`4"5-2(P`B/K_]=DD`$7,"=C4S9H@R@][Y0=T`5`=`7=0`=E@`)Q MF"A7\`H6*S7A!$1A(`(O+RF'DSB+8S>L!^L\?P58OP*;ZR2)8P**HS@CX`%S M(K;P!5],@"5!`#B"4P9$$``"-P`(,RX,%!(P$P4($0@'##HZ"04%/08P ME08###`Y!CT]#TA_HJ.DI::GJ*FJJZRMKJ^PL;*SL'U*&G5T&0JTO;`3*W1U M=7@6(1QU![Z^?69<(D1RPS4\-%D_R]G:V]S=WM_@X7]Z32AM=5AOW[^S?F#@4:?-%1"`8P%H,Z2(*3A; MX(!)$8#1@4=2-&CPP`.(&R)N0&X=/;J&%CM>O_H`$B:,A0L=HG""P>7%"Q!- M$NO>S1OAEQD(/`.7A$D*`9"`SP301AL!&% M"Y(Y88($X"1A1QV(U8+#`5W,`9T6+!BQP!9[I0+!/KV((<0"&+@0P`0.A('' M=.?)4P,66(31@0X1+$$"`6_D*"AO?;@@QP$@Y.`&%=Q`<44-=:"`PR@YU,`" M'&;(0,,8V3@@QP=.[$#'&D5T4,<1WPAP1!U2)*B*'@*\P(`#)A!6F`_;%7!" M/JBH@8<6$ABAW@VC2-!%"MH(()<"P0,&B$+"&MZN8 MD8$'HL@`#T;Q!(O8Z`^0`<``#/"!#S2I3DR(`@U6T(`-*(`#$3`%"5H`!%H( M`0M1X-N@U#`//(1L%`ZH`Q%`T`%UQ*`&(=!#"F/PASXXH`TWR`(6"@`$MY`! M#67X0!4(\($N]$`+(13%%T;0E`%@X0JB>(`-8PV%`&(ID@@E3` MP`U4$(8X`*&#HM!C!N[``=G]X0`[8`,;B(``5Q7`!W,(@04<)$(%I8`.(/@` M"QPCB@/40%FCX$,.P(@'.?"O`6U``A(Z4X<@,*$-YM,##5A`A`<00`5SJ``I MKM"&+S1A!73[`P=J`)]'*0,5,'"G*510!QW\H0%RZ($HJ)`#)M7N#TB00P0J M``0K#`$!HM`!%H2``3FX0`O#"$$?!D`-+!"2`Y6"P2@:0(&(`A4DC4`P$'1]8D!`#)H0`#/JB M00W`\(05:%4*$$RRWX#Q;(`SK_X(0A,(P46:C#!XYP_P0'',#.CR&+*;[!@.,``7@.P-3*8`#-9SA!"*@@"C8X`:<$Z,`2%`[%H)`@3(1X`HL M&%ZK]&`$)AB!)B-`9Q7@.`1+KD(`8:!1HQ`";9`>=#`$HZ`#YU`2:_`'?"`" M!4@,#@!LI3`"IC9`HP`&,`42N!8=$F$'RU('T^(#>.`8)0`$+(`.=M#_`.,0 M`9;23I&D!P]0!W%``TQ0`^#2:G,@`SPP!%WW!TV@!6Z``!K``GM#>4B8A(_! M`\73`#"@,ML@``<@!PO7"BY#"GU0!"I0`BI`3F/$!46P=*,P`STP`+.F"F!@ M$:,@`%G0`#F`<37D`@>``"Y`3C@@"4:``"7S!P#``'YH"?=%`2+0``P`7N!!`$``TW@AL123C[`!"UP,TJ8B4H8`W$0!U78#3\`!&7@A9HX M"WM1)JL`!W]2BJR8A"\P!5#8#7JPA:U8B[9XB[B8B[JXB[S8B[[XB\`8C,(X MC,18C,9XC,B8C,JXC,S8C,[XC-`8C=(XC=18_XW6>(W8F(W:N(W^(W@ M&([B.([D6([F>([HF([JN([LV([N^([P&(_R.(_T6(_V>(^QH`=?4#3XV(^[ M"`$K0(K^.)"Y:`;\2)!("`#.5`I%,``5<(0EP`"3J!!]\`+R,PI5P%\(M`1- M@`-8!``-QH(:DH`-VT`;L(PI24`,`E!`_,``T``3D9`8, MX&"4X@8[D`=`8`1_0`(C@`Z`'"W`"D`4'-B`$/`$&2?`%>_$#QY<*'E`#AC@*+#`'HN`$97!6 M2Z`%7)!K4$0!0P"'H]`'^WAYH@``H*<*SU$"9@!;,R`*18<*(2`'"UF8S`@! M9-``.S`$BC:4%A`$*Z`>4U`";N`#/B`'5S`#%`)3$H`"/,`$>9`"&,`"*]`& M(Y`$<0`0%F`&8222JP`$-?`"I-!QHZ`O\$0`#S`J#!<$E%D*+B`M*/`5*V`$ M#\`$(V`#>C`!*=(!DR<*"4`'^FD!M5,.<<`"+&@#%;`"&:!3(B`'@^6U643`!J70!R;P`7U0`,R)0!K`!'7C!G+@2DZ` M!SH`!A[@>`TP8V1`!P(H"IZ2`"(P!$0`!V$P`@G0.QMP!TR@`T-0`TIP!'(P MD2B:C'K@!#ZP`RA`!T"PCV2`!<=9`36P!AX@1G_``ASP!RZ(E`LU`AS`!E<` M6CO@!`$@!C7`!@X@4&!P:ZT@5IR"G$#`;J20!$/`!7U`!7+`*4*P`D1P"K`5 M`P%``EB@4U\Z!E>`!VP`!#[`@@D(TH"% MJHQ+L`)FB`-PI5$=0`,!Q(@`=YT`$P0``:(`>80X&J4&-[*`HK\*\UU`4S^P=9@`E``1=4*">"T#9`@?.``'F`"#_4'$F"EHY`$&L`&-'"3(#`6C7.@3@*B50!C1W"D)` M.DA0,'TP!DM`=F90!9'Q,E90G:*0>FE`#DK0>2E\Q?B%3%B\Q5S081K@&#_`!"(QOWER=S,`<8T`<F@0%ZT`)U,"E,L`)" M,`)RD`-'X`0UT+UY`"QTP`4:W0-^TW7(3#JBH&92P`!A-``[@($Z4%%RP"A_ M@`):D,L'C9!3@*RDEAZO50?1Q00<``$5T`8JHV8.<`%ZDFU$`%-.0$(H-8-8 M1`5M('['<00F$`?EA``@)!0"CR8*(:`%)1!:?P`&=`J5 M8>V/18`%0+`//9`>)2`%\FP$0S!.$*@R,T@W1T`$R)`&1G!M[$(%69`'0W"V M2?<'*2`'"!!19Q4&'J`'%^`!7U`";?"#C3V0%D`2;F!%<^`@`P!O3*`%%X(X M&@`'0I`!N7!2*<0">4`,,M!7(5$'0,`K`O`!/A`%.S`"/P`"6N`!(>`&XH<& M;4`%81`$6+3;_9@#EZ$#:6S2!'``*#`#C7`"5"`"#+`7)8`6,/`#27``(G`" M".`@)6L$,%`!.`"5+W`!74`%G"(`,#`"]K<7>F!S6$`E[+WAL5`%+W.1'![B M(C[B)%[_XB9^XJ?P`V0R;&`P8+U@!EEPFBCNG#L0WA4;`'/@`UB]#"T@!Y15 M"AN0`5APHJ9``5*0`2C0`P)R"DLT!SA0`4Q`J+)@`!6@`Q;0`UL@`EF@`&?6 M!Q3@!.PC!&>P`$5P`EQ0!:@X"GJ``YRI!Q!`!2E3!6``**,`!TB0M#/^%]?\ M-VH.1R;`V*HP!JY+"B4P!"9@GTQ7`8-Z"@)`TV'@`'<@!QJ`Z*0`!=+\!1S! MN[/@!9]`"DR8\#,`+F\])O2@LI4`>C!@=Y ML`)PT`,:H`!2Y`"B8!+?,H-/*PH-=UPAP`38P`12(`1)`-$5(`"9X@,HL,:] M#A1"4`,6;3M#-00_)00:T!5=8`4-H`%A,`%LP`)H(`*%\64K()44<`(CP`,[ MD`!;8``>T&7D,KC`M`%/(`&+TT&1]1'S&T$-F!" M,1#/=%H`1&`!,,`#=/!R=P`#0P!%&.4'C[$:]LD"=O!!;6`%>>4`;%L&"J@! M)M\&/%`#<["Q/"!T-8`#]5+Q/!`&_\4"0.`" M&'`'>:#;?1!RX$(!I\8#'*`&7(`"-?#C'W,%O#[W/T$";=`$E;L!%L`&+]T% M:,#5?_`#\``"_#24=$`%)/"6,]-E$#`#YI45(A4%7#"T'42PIESG/@`(6DM_ MA'\L6F8\-01*=4<.='EY-7)2=0E_4747=')R=74<0`]_:G-CA:DI=61`/$`U M3%]_-@A:=1;_A&PU&D-U6@6%<%US9G]G>!=_0%I$=G5M%(4F4G"IU]C9VMO< MW=[?X.'BX^3EYN?HW%9X?V)M)G$S`S5WC5)_?!UR4&Q#?U9T)HBI,^(/@S8! M_IR(!L;*AB5WM#SP<6^`'#78]F`9@D08D#)?\-2PLJ!."`=#!H#8(.9!'09_ M%.1!04?$F1->D`#K=J).#D("L+`Q1HB`!W]_V!#YTT="&RU%"/6Y4NP/ER$1 M_A"Y!X8*'1Y0_@A@TH5HNK-HTZI=R[:M6V\$V)G948?-'Y==;`SA\64JEBHK M_!$(&*..B3X]\+CX,X4.!P`$=E2H(^$'EGL]:J38`F*6U"YR%A,:_T#GBAD? M-9K(,'FD3H<_/\A,QD1!RP0Z0_\,.`+DB(`_+B1DZ]D`Z)P56U)U8/$'#A"[ MA%:T>5+(B)PD!FL8,/2!D)DY6C`*F%/MK?GSZ-.K7]^MCXL:+L`TJ,$`P.0, M7J[0"=&C30$E<;3!10]T:'`#'5IH8$$=%;QA!A!TH$"&%@S4\4$%-0#!`"<2 M(,`$%:F,X<,*%,"Q`1!`Q``'"Z71Q<(`6LQ!10MN'%#'!#%D`,0+'\AQA1-` MZ-"%#U>($`1&UWR10QU.6%,"'CR4H(0."J3`!@Q_$#`$$&>D8`0><_11B!)# M./"'%"OL\8<;'$P!QI=QO,!4$!^8Q=Z=>/_FJ>>>J9@Q`@LK++%$!$V0T$4& M)ERPQ15NE.&$'C!HH($(%J!@`@8%\,#`"HT"P!@*3.R@@@T>:!%%&3L\4,8* M%AB`!3NI#+!"#2)9@-T?"6#APP=X6*!"#T#4$<<-.+`8BW`"A%%'#2((`$(< M==#Q&C8/=$('!B5H00<=+$3A"1TT_('$$#74`$H;04B3RI)`8,&``'3)06L= MO1AQ1,II&!%-E]P004( M!2.1PP$P+(#!#X3_Z%%`%%0L\._23#?M]+X'Q$%=-C:L8-A/3V>M]=9<=]UO M$TUP8T8/!SCA]=EHIZWVVFRW[?;;<,?/?M]]^`!R[X MX(07;OCAB">N^.*,-^[XXY!'+OGDE%=N^>689Z[YYIQW[OGGH(B;YQ-1*)'6%`UD,?4W>GRA!`$"3-S- M`ER$`X?"K*O.@@\:8$&'!\\4MPT<'76`QQWF`.`9"1A[T\?!#?B$U@QVD%&' M#N`(<``+-7"@`2;>?,<<."'$(<(,UYC`$2X0ENAM;@5J,$,&Y)`""`1!_WO: MF,$<_O`")A2D'&PPPA^$,(0U$$\#TBC"`<*6CB]DP`U;\``"P($!.2!@"52H M`=:ZH8<)=`<<7Z!!'>Y1"#"0RP&>,6#F!J'`-B2G"7VA0@9P%*L@:,$"#(A# M!@80`040H@A'.((8KA$#&A@`"23X0`UT(($5T$$'8A!```K0``%\(0`E6(`, M2E`$*=#A`3+8@@'D](<`-*!YA$B!"MQH)T)`80.>^H,!?,`$#+QA`7SL!FE4 MD*410+`]OPE'!)95@D)&$=3`,P1@5*:(D()"G$`+>(!!"GB` MA3@,P0TD\U\8M#"`0GAA"!,(`@L`H*PP.($%Q``58J,,*&9"@(5A`#"8HD!MX4;XJ<(`%<0#""LL@KR!\@0$ M00,#0$,6&]"!3H[2;A`(`QX\PP`Z].`/1J!#+@A!`EW1`D4+P!`%J&*$*-3` M`]4A0AK*,(0%X("!>J!!#4JP!B"0P7M#,$(;/-`#,9*@0@$@@0CJ8`0P(/_[4)0`PHLP`1:`($7L,`$%>CA`UG)GP[H4)?M`"`( M4C`"%N:0`#L,@08+DH`+M`"$/T0@#P&`P1`T8(`YT"$,++A!(71@`=3(R0$> MX$"47B"'"L30"#K8+`V(4(,Q%&`(D2JN"_(0@2O4@0D4:,$(8+`".T2`"71@ M1@Q^"M0PU*`*A`A!'8ZZ@%`5`@!`\,$?D@"$@D""`2;PP`"<,`'9$N(-,`A" M$-H@AA@P\`\5H,,+JD4%!"#``4O0`@?^(`(Z!.`!0 MAS\4@0@XGD`='D"&.$#@#VDP02$.,`0H1&$(35#!1?[0`3JH(*E'_8,$5)"' M!8M@K#U)R``&/=>L/'8(4VB#OA@@AX00@@QMN-F(.\`^)HSC!F;:0A0BE(8\ MV(`033`#H/\08P0X!\5$^#&EA8P%+!0R!%>`0Q#8<$P]:"`/7.A#%VHP`BWH M0`\9P/(:6EV%VGJ@#BXH0&@D(`<:@*$-+BB!%6+0!_\I]/G-=D-#&>A`PA/4 M8`=08$`L"V$%SQ8@`3X(0TWI@(`#R&$'#1A!"PK!@2%XP01X,,*H$9`%3B0@ M`41H9`[B,(`AD"&O;0!!DA&@`!<,NC8FV`(`L'`$`&@A!'I@M0P*X5R8P(`. M,5""#["J2'5U@P(9&$1D4#!N&A1A!D%X`0MP?(,+PR'D3>"!%K!S`3>\@`AT M(,`UG``B=M/!;%T(@G''>P,\5)D'($H!`R_`@R3TH`X86``>PM"%*Y@,#QH` MPQLRD(`=:`'?=N.`#P9*-`B$P`=$($(')J8'$,L(@$+T;2UI!#EK`@Q,`@+ALR`,- M).`#'FQ`$U?H`9^S@``\=($!0!`!!K!KQ4(H(`-E6,`7B&""(FQ@!3[```50 M!UV``C40!Q0`!&&@`E3P/A'K#"+:3"OA3"%!P`HL6`*)'"&F`!'R@@G_0`XMA!DY00%[@!$N`&`\@`4D` M`QBP&`'``#_@`@>P77^0`B%@!`'S`!&@`VB@`P6``&:Q`06(/R+0`A:0%1,@ M'-Y@_P`7X`!WH`$80`@EH`%,8`%5<``H<`4V5`$>0`,MP`8#T`(I:LWS;D$DQ4S[BT`=F8`QNI`=(U`<" MX(I_\`1N5@)/X`$MT`0V(`8>@&$!D`2P6`4`0#2HN(R8\P5E`$HHH`4[0&?, M6(V=`P)KI@,A$(+6V(V;&([B.([D6([F>([HF([JN([LV([N^([P&(_R M.(_T6(_V>(_XF(_ZN(_\V(_^^(\`&9!]8P9!))`&R19J$/\%46``LS.%F30F M+:`,:/$&#'``JG@6?4``,=`#OD,(,>!!J<`'8C`(V+`$:@`&&*,'!'`"21!$ M6^!3VV`#8F>&!."*/T"-!]DW+\`#F.<#;:`!.S!6UR`!6F`'UG`6>L`!1$`P M:9$&G.@:=]8+87`-(-`&/)0*`=`&=8`'(D`(!Q$'>$`#!^,"8B1*UY`%=@`_ M854#;2"156``++`#A5``;,`";L`#79F3=3,#6#`(3-"!8!`$7E@(/W`'9*`6 M2\"-9R$".^`&-!`6`%``KY4*Q%0'#9,*!'`'+&``Z((&)*!J?W``>$`T5*`( MOZ8-/'`C?W`%/F`L'5$$"P(=)_#_"9]0!V:BEW0#!R04!'F``[2P!S9P`!
,R`2\P,0O`+(70!P40!#40B*G@`D3P&U(@!PU0!#40`@+P M`*-)"&(D!-IP!'B@FBG`,RU0`Z<)DY5@=+T1Q$,0(><)066C>VM`&$ M\`!+.@+DD@8C@&/[1`7XD@,K\!H(P`)<8`(L0(M!P`.?2'($(@4O<`X``;(`<+E@UF8`(?('8S M5Q?#8P&I@0U)P`,YT'J1E0(^(`O`` M1'`'K(`Q5U`#GK('2I`&60`%%[`#"F!Y5-!)`M`$'\`@AL2FUP`#/M"1R4HW M*$*2&(())K0$85`008`":N("M0$B%'0$;;!4+8`'?9`!5_`'Z#H'=>0#5@": M?Z`$`Y`#=@!>Y;`'1!`%A#`%>+`=/"8'03`'6UD!8(H'3&"G$F"BA'`#>+<% MMNJT&.(I`>`)E7!NH``*9@H"(OL'6`"5K`0#?`&&K`"7^`&;2`"7,`$ M$I"XR=%'9>@-/;!S#?"UA%"5&O0'8*#_`%N0!:SP!55@!0!@#2XP!P'0!S#@ M!".V&/,`7GI@`4%@#5OP`B6`!`#@4!0P5QUPFA14!_57`H:1"E50M7H[-V#0 M"T-`GW\P`78@!SR0!A70!C6P,T$@+R9@!C"@M350`69P`CZ@!5@P`B\@`$%` M!T00!#M@'VP9`0E`+ADB=):9M$_J#5;V#CZ``+_1O:`D@X0P`W4PE:E@`'9` M!W:0!Y\+!G.0*#O`!FH"`P=JIM@``R91!1X0!A/`!G&@,%_@$D`@881``4-0 M@MO[-@MP`P&`"MYQ`@B@-&N0`PE`21M0`!+P:WO`!1'0`V*G!UPPA3RS!W-` M!@;P17]P`P.`9`$7PP4#4`!C\`,B$`+"(00?`$C=P``?A0%':;9A\`&M5`BP M*1J%$%TA(`51(`6^,P`:<`=P3`@($`8<$$_8D`89@`%;0`5CV`$@60):F`'! 60`@!<`7*D\.0`P9:T`5R:LE"%`@`.S\_ ` end GRAPHIC 21 m62094tom6209409.gif GRAPHIC begin 644 m62094tom6209409.gif M1TE&.#EAJ0&C`>8``):4D\C'Q[6SLI&-BZFFI?+Q\:VJJ:6CH@@&!IV:F;V[ MNN[M[/;V]=73T>/BXDU*2F5B8GUZ>45#0W5R<<'`P,[+R&QH9N7DXEE555Y: M66UJ:2XI*%%-3%524>KIZ(F&A7AU='%M;#TZ.;BVM#8R,K"MK.#>W6!=7)F6 ME4A%1(."@FAE9*"=G,"^O$`]/(R*B3DU-=#.S8!]?-;5U-K9V"8B(C`M+,3" MP86"@=;4T>SKZLO)R.?EX]C7U=S:V>SLZ]'0T.CFY1H6%AT:&A42$L/`OM_= MW+.PKR@E);NXMYN8EXJ(B-K8UNCHYN3BX='/SJNHI:.@G\W,RI.0C]W#@C,P+R0@'X2#A"LH*$E'1Q(/$!H7 M%R(?'_GX^/O[^_KZ^?W]_?CX]_3S\FIG9RDG)UI75SHW./___R'Y!``````` M+`````"I`:,!``?_@'^"@X2%AH>(B8J+C(V.CY"1DI.4E9:7F)F:FYR=GI^@ MH:*06CP,HX9:=ZBLA`<#!CQUK9-!:BL9$@-G=K2^B`LMO[0D9&1S*3A4PXP] M*1L;2"E2M&T$S*%B8E]3"!38CCYP-0TL:2?@PPE(Z:)4-6,-"GPVI^V$"D0O MISI6&3[V!NGYLR!`@"9_I/PH$,#>'2EZ`OPPV(2BH2L(,@049%#BGXH&'0CB MT=%@`1HEJ>WH4P=1`'"!4`L6%%1, M4:'B#1@5!@814'%``&<5'Q0(,G":=`$NIU]<.>3@P"``*@(($@`B`0496#*` MGC6(QP8,@B`@^/`'!)8)31/\:7`"AX86-S+@>#`A##I!*'3_\?%@"0<-.#I\ M>:!AB0P-!2!P7[+B!J$N&)`0_T.C3((.Z.VAVA,=9-`!!C`T!\,$#X@Q11UZ M6.#""2BT$4(;&7!`AB$KP"$$77\4$$9Y(<21Q0YPV+`"!W\!\8`<2+D`@`)" MM+$$#D.0504+6R'A0@4N((&4"`1L,8=6?XQ`A/\`;7#!P09V"#&3R,=EQP" M,?Q1`0(H_!'$'%H0^<=@"=@VQS56"!)N"((`<<0?3OTQQ17>"H)$$`3,(<@( M2H1&!0)=_D%"` M?4M((,@RC-2`P`8*X"$(`!O\\46H@A0@0U]5P%`9!2FW(<>_-J7QL-R":"8P M!'\\@0`3?WBA<)J$7+%!&SH44<6J?]AAPQQH_G'$$(24"L4&//RQD:F+N'"$ M&6D$M$$:?_VA!`(2\X``GRR]N((@$J2[P0""U/J$<6P(,EN54LTKQ.42T!'& M("H0H48O(4A5\$<=%[":`,6QK"`!4BC=*?KFR`><`0BV":,KQ-$'>3P`>.080H= MH$:5)$,R0@Q`!BH`7PIU((<);,MAXA-!&90'ASX@8/^#@M#!$#`PA;`U$`ZA MV]XUK*BW$A"B/(-X@!^L(*_S"<(<4`,`^PSQ@`>$P`5TV4`5,$`"_*4!"H-( M@QE&UK@_I`&`A&C"'-@PA0<@(#0)H)0@T``-FR&!F*[\`P$0@($-A-$":<"` MB@0Q@1!$:@4XF(-J+$`$*PSA6W^`'!E(X(1(I3",4Y$`!OP`@R&08`X7'`00 M7("`L\50!0\8!`32<(`<9@$.()B,(/IP`07(,VY/$`0%A#"(#RPQ;1L@#@&0 M```!$B(()%"C(!B`!">4(`T(`4$8%_"!*C@!"G(`P134MT9%<&`,&(@``HC0 MA3A*09E1D`$#32>8,-H`#VC_2$,1)'"QWPF"""HPC@1D``/=5,E_%&CD($0P MA0,@`&YO.(("AL""ZXQO$!*(:+DP<(\$![(.1!!2YX@AV\ M#08QF$.E+)"@("")",L:@Q74,`@5#@(/Q@VO<:_5@RDQ``96B^$4A!"GS/9E M"7U)PQYLTX,VG&`/2,!"W.Q!`OT8`DZ[.@:$H;/&\8(@P@"`*JW""22PI"#P8`',NBD-8/C#&Z84 MAFL"[&P,>(`+M#46),3AEG+`0AT64(67U4$$"L"`,+Q0AE/@00@.(]9W[""$ M"SA M"$EP@\`%E@84[B$-<9X"'3B0\S](`-H)`&4#)`@@D@!W*P`4/0`94#`D(@!"10!4A0`L=0`VZP`7`D"%*G7YDV M!S60`!$X"">0``10!56P`37P`4TU"#4P!T/`778``G.`!'S@*M$`-!%0`QOP M`%!#!FU`_P<[($I58%IGD")&)P8V8`-*P09'!0?(H`-D8`%P4&M==A]L@`1( M``%QD@`68`%:`0`6$`)7V(4F(`-=J`2P4@!=:"E7N';&=X5P%`0@P`8-]P== MX(86<`1YT`(60!A_8`1=N(T%Z4(#*P8GYKM`#&U2LZ$%X%P`-/ MB"P\L(KBM0"K^(17H05Z8%P#439W<(L+<`=W`"MVD(N%@`=M0HK&>(S(F(S* MN(S,V(S.^(S0&(W2.(W46(W6>(W8F(W:N(W<2(H)F7>KF7?-F7 M?OF7@!F8@CF8A%F8AGF8B)F8BKF8C-G_F([YF)`9F9(YF919F99YF9B9F9JY MF9S9F9[YF:`9FJ(YFJ19FJ9YFJB9FJJYFJS9FJ[YFK`9F[(YF[19F[9YF[B9 MF[JYF[S9F[[YF\`9G,(IEPW`&4-T`$,T'3<`!:O$?2IP!47``@I4"`G5%RJ` M`G3Q!9P1!:/!&;91G)P!BE;)`YVQ!)P!&RJ@`&'`&1@0!1:`!1"@`1@P`2MP M7R<0!P!B&1(0!U;``1SP`'&``1%7!R_``2%0!AV0`*NP!2FPGP"J`KP@"'GP M`7"P`9`B`\?&!AVPGVCB`!S@`ALP`1)P`E8@`1*0`7'P``]T!0WV`"(0!R5P M.0+0H">*`1R0_P!/F`40@%MET`9F<`IFX`P`%#\`8E>)454$G9Y';! MHP`0XVXTX`,2@``U(`4^L`)+%0`&D`%&]`<`(`0E@`)7*@`$$&@,@`4(``%- M(`5M@```4`<%(*9E$`"C,P34L(((P`$.<`>F^@"%Q097V@:PT@"T5P9ET`.) M.@,KE0,>,`9I@`,ATGR[1P@C<*45``3,2FU_,`,VT%H9(`=[4#=7RO\!;:)4 M"*!7;?HW;8H`51`G7]`&IP`%5QIDJQHZ9H``+@`K*G"E55![`F8(2W45(E"N M@]!B;^1(5UH#ND$#)%`Y%H``840`)"`66ED!WUHE%H<"WZ"D^&1-*)2O"A,# M3*!JMS1`:84`!ZA$8^I9,S"FF!6IR/$'58```R0`5QI./.`TEK1>+90!O8`< ME25.\?I!V>&PU_("2\I;@[`NVO0%+319#`50!G"EU*`"<$"MTU$#UJ175H`` M?Z,")-!"(L``#8`X\+IO?\`!"$!#?7&ER*0"*=!"8]`%_5H(2U4Y:*NV.^`T MPP"%>J+"XK"'*``&@@<5OC/W\@IN`S!5MXI5MP`6U`".-DMG^@ M!RWTLNIRI>67M%;K90Y;=@B`K0HVNM2F`C(P!`C0*&%@!5-JKEQ;-URP!5J4D.@L->Z4((#5?:;$QA[TG@!15:VH"/*8(R!>&D+DUM,*$T$(1 M%:D%Y*>S\0=Z00(6O*0"(S$.P`=<&[NB$;0*IKN#T`,M!`&`:`%A4`A`!C`"N$2[/+@6WZ>Z59[+L>8TW^Y+%_ MT`84P`#IRT@F.Q5(@`#<1<3\$JE6,+N@Q`62:F95FR"L*PA)T$(DE<>TJ_\' MH^O)2IL`-D`$Y?^!60H?/4?NR M]HS*`]U`IG2]"2$$"`!DHU,#5['5[W?0Y9O*-L`#5R#5;4H':#+1;3$'M8S1 M5E,``8L$U*`U/!S25SJ=2EHS`(,`P;Q4334#="#_,0>995Z@(9I M&04/<-K#"9`"H-R'ONB,WNB-^8CB*0@/5(F&8`)7H`,]T(B44&@-@&&=P`-% MT`#B:4.DKNG,Z`,0T,N2,`.I=`E:L-16&00=H@9D<`)E(.,:\``2<&"(0%8+ MJ`:*#@G=/0_-XPX"H_,P9>0"[M<#:)T`*8-4ZF1`E<4`7":`EL M,/^!50D$+80#=K``%8>TSJ16BL`""&P)5]I,GZ!+`"71IVL').!N]P``1&4( M7=`PSIDRDE#';X4)`C:=1JD'&,8`:"<(31"PPOLQ_M,$=I`&K[B*1C,(=V``+>!9QE5'3Y"+=?`$ M+=`-\?Z^"#`$4I$$5XH_03``+;#R>/`%`R`=3,`""5`'!!`%(64``U`"3C`` M1<``4$\<=^!%+&`'#C```V`$2G0*1AO0"\``"0!$-=$`8MH!!/`*#K,&4R!0 M]7,#5C``7Y`!?W((.'"E*=`F=F``-"H!?Y$$(B`"![#_`!`@`1Q@`3XJ0DX# M!Y)6E#/J`F[P0@O``3!@`P\`BKJ$`.+18WIP`4,:J6E@!",0@C"0!D/@[D_, MV*+!!P>5!)V/MD-@=#V`#%.:1[I5XP>@!P&+`79Q`FZ@`:23![$$P8,_3=(,^;.`2)L>^V[\V8"`H:M$1&9V M(?3'!H(IHC[FFI+!0Q4$%C!Q0,!":)H@E0!8,>>*R(*?4/[\!'"LL.'#B!,K M7IQIP8DR9R0!..()@@$&F3HB,)&+1[-J:=(X*(M@B2@5N0XA6(>)(I*:!&+^&,!5\Z;RG3,'V_TC)F4("UNTB$!PH.G3&S(Q*4"C08[-K5UQ MAXAN,^FVP15<'4!=+B)@L$0E0Q@Q'0(OX)>(?V&P0,`-7PF&0&"#,2;BB"26 M:.(N'IBQ@211_)&!)V[,D$E1"!R1RPRS@99&$W\\4-IIN;@R1P&8W$$$10_4 MD3*&=@!OT M@4!.F90'T5/H>0C`>NU5^4$AF'R92_7''"6D8P!4%`'K_-6!^=2``@P>2 M)#$F)B94H8(*4OCG!28DA):"!W_,%L$?#%R!DAMU`&;GB:RVZNJKO-B17`R# MC2#`#LU-D`D-]*1@!R9VH."!'U#^$1HF/IJ&`&J:N+(:)C?`0-$0N#S@`9.V M+>!?"5(V((`G6?PQP0Y79H)'!P@,4$Z7S#GGB`U_3.%1=4)DT]$#!8R``!E_ M1($`!\X:\,4(PB@4,$8090#P)_&RB*4#5_,)@"`*'S1(1)" MY$'1%G\D)\"D>)Q`&"8O2E!`%@CD$$1#GL@``PHM\*1%)2W^Y,(YL`8M]-"( M[>3411I$4(4'":01V*[-00!%%"Z(_\#`%J.@F^X?M8```@+P:B*#)R]`\0$2 M$C`@21IS/,!#Q#1G-I^)!)`WF+4<:^DM?Q(AHD5+'`'_?()%$G1/@W1PYL>%/";&+@X,D1 M#-3D31$S^,>!W&DX05H-332GAIN/RDN7X`C,D(4--M2001-2>-+&VIQA\L+@ M4_R1P"`(D."L3"2<08-#:7S010=(5$&&&QL\54(:2(!#]/OPQ[_+`F*,\0(+ M&T3`P@ED2$#`KYHP`1LL(`(+3$%)6I"!`9-V!B=8P`(AT,`#)82)!&#A@1BT M@!+^P`0%>O^!`4E0DP$(0``6_,$.(PC#"+9`@&SP8`H&U`(#U!2!OV4""#(X MP@6\<``>D)``(R3`&?YP!12P@$,*P`PF&O!#`D"A`4K"1!T$$($$Z.X/6D@" M`4K0!:H80`%2*`$!/*"`(QQA!D<0P`VR((4BC(8!6=@!.+J@@`;8T8Y*,D$# M='>%!NA@`6<`51WL:`YX1TUXP(Y:P.(=KP`&.:3@`>@*PPD; M(#FHU&$-=NBB#C#A@\_)[Y2H)!H#/H<''MCA#G;0P2A[80!%<0(`!6\80D?4`$+0('0BEKTE!YX0@FV8(4J MB.`!;)C"%$;P!P=,@0TN0,%%5\I25MFA`A8@@1LL,($&`+`7+UA92W?*T\(( MP`H/:(,%%,`:8'Q!!+7LJ5*7F@L&/`$`>SB!!BA@PV%X8`4V8JI6EQH$`F2@ M##A(`I&.40`,9'6K:%VI$Z(@`A+@(#$-$(%6TDK7@RX@;APHP141@P(U1*^N M@`VH`E+0@2CT@#$8P$%2`\O8>];A"CBP_\`*7A`EQK3@`3)JK&;MF2\-/&`" M7[B#B.X:@LQN]K3P+(``4H`!DI*H!Q;0*6IGN\XF3(`(4U`BB100@;W2]K?F MO,().C#7$AEG8\!-[CBS\((.A&&()@J`!8"IW.IZ\PL0D$`$W%TP=3*`&!QCK MB72@`0U:`=C<($!CCT,!EQ6#(6>P0="@-QC.(`%$@B!`G3`@`B< M@(+(1NVW2`:KZW'A,&6M0;?_L(8I<$#6A:'!`TAP@$SK"D``&(0`!6,0>C%8\(`P\$<,5CB"LX=!`RD38&::Z`(6,B#WLM>U#@/8 M`+Y=)8`-H#H,?@AO,?`P@PEXPP4:J&QA]."%,2S>7"40@FP-7]U:U@`Y2`,#4 M?<&``"0`!P^`@090,(//R4'SB)%!)'LA@!J(^/N&H7;/U`$7(0%RP`'XURHW M0`0;-#04X094I0EU0`$4```=`0/:16:YD`:+H0&]QPL&X`;_!X#G]``?P0!" MP`?<=2)YH`$2,!I#0P4UP`(<,`2A<8-5(`%8(``!``P<\#2(`8/`0`,K,@4- MX$HD2$XFB`G?P2P&X&R`AQAYX'::%C0AH`9[=PP[(`)/!RLS```8@`1A,01M ML`%PD`)-AP%JN(9J>/\"4/"&<`@%"S`#><`.=3@B/9"%2?@+2P@Z=,>:`'?\1J.L`#]GB/^,@# M3'`%^9B//%)^RE@,S'@I#($;+M`'*[`"!B`4B9$`58!AL`($'2`1K$(!6/#_ M`&2P!"]0`@:P`T(8D/_4AYB`&PQQ0FN%`(@1!21P'4*C!!O08T)3*@SPD2#9 M3R+Y![AA`]?!!A^0!`@0A4Y&#$H``Q<@-&C`!Q%0B37Y6S-@`T)07'C0"6D` M`S`0`ZN`7&60!H7G"RP``R7Y*B76`4^PE/L5`9?R;IE0!PF``2]P!1YP*0\W M`EQ`D[TP`DOSCB1R!U(0!A+`B&3YEW^P`R1P5JS2`V5@`Q`)F/54`,$W3GG0 M!J-7(AY@`6HP`.AX2Y_C`77@`29`!4$020M``W6@`Q[@`3R@!5V@!4YP!9&D M!5=`!5V@4%1`!5K`2+9YF[B9F[J)FP:0!$EP1RT@_P`M<%(&,`4XL`-L4`(3 M8`%LT`(3D`#,"1^GB(K469T6\`#6F9W:F9T08#DNH`9"!0-MP&[&9`<`N4T] MT(KJ^0!P,`3KJ9YQ,`;O*0(VT(HBT`8D``EJ58FJ5:NJ53&I2,50`4 M&*8IT`=A6J9A>@9?0`%?$/\``;`#;7H#3_`$4B`%3S`##3"G0``$)A``3G`$ M8L!O3("/5&`"3"`.6U"G_9BHBKJHC-JHCGJ/I6F/IIF/.M`$3<`#!>`!!;`` M=9`'=J`%6E``HE5^KZ28RP4'&CA:)9`!(E!#L0(YG62JRK@`)'!G(C(#`U`% M))!DOM``"#`;$`")LFIX!V`#>%D8=P``_7D"AV54(N$&:4"8P_I]83`&BR$% M>Y`&>76LNQ`#HR`WTC&M`)@'2Y`(A_$#4?``8V`&V5`,OAH%`B`''2"N`!@X M&W$,@]1<(@``&W<,OGH9-F"N]$IZ30`#+6`,)@``:N`"6Z"'P^"K$D$"RS"P MPI?_``4`!`80 M!0`0M0=``71I(DWA`S,`!V6PM%Q;&$W1@QAP95T[ML*`'R:$`6Y`MFH+#`Y0 M&G^P!"2PMG+;"VE@<&&@$G.;MYI0!43P!U:@%GJKMS\A!1@`N.`4`!\7N"Q% M$=>CM(H[M_B!`410LL:0`UYPF8_[?3!2A85Q#R.8N20X&T^1&(.0`=P*ND/' M%9%I##W@*`&"NN(U`\55#,*SNL7P!%WA!S9PGEQK!W?X_UX^\!;,5`P^V1Q8 MD!BNP`0-8`/WNK8Z<+'NY01\X`DP"0S*)@\+&]H`"5L#1;$3:&<0Q&>8*$U4`88P`8C$*N:,#W':Q@4`82M405\,)8D/%L^H@)' M0``"4$=4@+F9L#ZH5Q@4,<(E`*,KN,.-M1=H20PFP`=P4AA<(`=9V`)R4`5_ MYL2:)2\R<`R2>Q@J4""[T`!I0/\&,.;%=!458DL,EG<8'(`$OI`I8Z"4;+Q4 M(I`&15D,HC!JQR`!AKL++4`$98#'>PIK)+;7)O%H,(UH8"N`,PH`&T8'*6[7) MDTP,??"]Q]`46]D+\O)6M+Q4^G++6X<`";#+:<"2PL`!\TZXB`3_=(P4R-F]`3)N``3=P`DT6"G%`/EGM(YB`-2!0!YC6`=(1!1B@?@"@ M!"GPE4%3#CU8&!"AV,`P!\1L#,\HK6Q]&&$@!%*0`AG0!5_C=6[P$2/PDM^R MUU6@4#8P!S>0!'S@``9`!%S`!1XQ!A/``E5PS$/S`#1K&+P!_\S!8`)IP+W' MX*U@?=F&D0`#8)@&(13DD0AM8'R"L=<($'T8@`O4YP(D8(BM:WWQTP;D;`P6 M(=R]B@^)D3_&K1@TD`+B!P,_P-PTD0@(L#)8G0L/<,U%``P-R0"1\ M8RSZ_3ZMB!AC(`?#<`^`7!@[,>`(7@PVT`9M!P<)@!_I%89_P,P10`#E`\-Q M0!N:0#<1$`<`<`%IL#(HD`*4RRH,(`$R?1@U@`$:W`%N&(#'Q<$#:!'C$0#%_N.'I`&6,"[5DY/(Z!U MN2!@31``"@``;``"*;`&'JH8&]*'``B*M."\"[3N`` MEMH$,T`<19FQ`1`#,\"F^)[O^K[O_-[O_J[OT!M87'`I#74I!G_P")_P"K_P M!_\U"*`&),#_!QT0OU8P`2!P*1AP*7T@!$3``9<"`2J0\86;`G%@HV;Q`"D@ MR"J_\BS/\GY0@(+(P@A`!RG@`B&P#]DH M]U-@!G)_`"/*0W`?!0F@!`8P-3\<`#R(:`<0.GW0`@&@!/\N^0$0`FV@^9L? M^IL/$#X`!)QTZ0Q0#:/1`QOGY+T^-&B4^1J@`&RJ`$6.!,DA!'*@_W*(H(8] M"P"_J6ECP2^]V@!0^_0%6@9'L,^_\`0"^/K\5`!?T`-0D`<*``4OL@42'NHH M#.JAGL`B4/=C(.K''NHA8-G0CU:\<8`19$*8',!L8R/)>CP$&0`$!8`2\ MGOY*!0@!"&5_A8:'#&-IAXR-CH^0D9*3E)66EYB9FINI`G"%/'T-'2T]35 MQ"H(`9!(2-;>W^#AXN'8+(]2:7'CZ^SM[N^?9@@)CQ,($?#Y^OO\XM@ECZJD M.=*OH,&#"&=AT]8H"`(1.A)*G$BQHB0DNO\:34'PPJ+'CR#[,4!`Q-$"(D2` MA%S)LJ6W`PA`.&J!`(/+FSAS_BH@@@@#1Q`0)-%)M*C13UKX$+GB2`J",4>C M2IT*:06!.X^"`J#*M:M70U^J5/E*MJS1#`C,F5W+-J0'(AS:RITK<<:$-#+H MZMVKKP\"&";X"AXN'T4)XG`LA!'B,%?(``!8?(@,`(MJ"0!@*@';(`!&D0D$`:??QA M6(:,C($KI09D`#"/#H"%:39)#&$X7L0`(/C`S` MY!\JV%2(!]\QTH`;"!Q@2`-#I(%&(5KPD(/FI!%6-T44@?&.#U1P!DN"#&%]5F,(`(8,A0AI4L8*!&!(E^ MVL\>$>"`0&J%)&##"R(@$,,?&?@!!1T(%!$&`FZDT882-4#!`1P["&`#%!@\ ML``=;+!1PQ\A(#"`)26D4:\A!)R=M&-+($RD3`P**S#'2PP!%5 M;$$GH`(DT<0I1+R8[B$)-!I##2.:($>&::L0%P=I#"'$'!C0$$``J3TQ!`-$ M0/4`"@0@L(6.7T0AA`1_:##$=P"DX8,51+31Q@97@QP_!C`$"<3A14QI7QW^ M=2(+S$%-,%&3,_ZP`SGL@0(4"(`''""'-)S@"G9P`0+\P*),)"$-FSH$G!BP M`"W]P5G_JL)^7L`&!'CJ#U-PPPYXP,-&>"`-1-``&PXQ!^P-2@58^,,#PE"` M!70A#W,X#0)NT(*XV`/_!6[X0?OX1H$4)"`$W8C`!@R1OQQ(X`0"-,@/AH!! M"K3O&891B2"`8`$A?*Q]$OS`'WI0A0Q8+@IYZ,(+AI`".Q1@!")(@Z\P<<)E M*$M1=2H"`J1P!Q=,(0D($$`A)A`],Q1""2,Z1,\0D#E#S*$CV=/`'SA0`ZQD MP7485,D76'$%/B#`"P)Z#!&V@@'ZR<`-FP(`$2[0!S>TX`\_Z,!M(D:6`]#/ M$%5X``-\@(`5,,`P.X`"7CP0!02D"P%Y^<,)B#"`!JS@`S)0$PB(L#\[/,$- M$0`"",!@"9HTH1$RR$@AG+7%*1`!`T<0@@W8$`%256$(./#"$%)H"#",T)%& M_R.".03E*PU`B1<I0$ M-J!';0EHLC`XUP8Z$((-)($,&U!E`5*P`9D8X']D2B,\%)"``2#F#TYX@@D. M<*DDM$`+I;1##WJ`!Q[8H5.^%1(/*J`E!C#!`!&Q`_\/&O`$/#7!=I)@``^# M:X@%Z("'W:'6`B[%@(C8KHF,&%HCZ@!=2N`ANZI-KWK7R][VNO>]\(VO?.=; MG!X\@`1M.$'<'($!.?AU$FC8P`;&L"DO"'@%AF@"#C;`(2G\K[3T=8X3U&"! M`F3!!@]RA`#"<$\@].<1-QC"%+8P!Q%0L`P$.%E_P("%;!@"!%;`P0KN&6'F M&"`-)7Q!$B/!@`R`/`Q(PXCHH>(E*0C?$/")@/90K_,0=Z',$%=6!3.!'!`7?-#@!P$,$""\%DAA2B M!&X@0GGS?)P6,&H.`,G`GV_YA]T1^LPS-.4`7X7"&U3BY#YAA`XT)LU1"59H0>B`"F:Q.G`1NX M01VTD()R36$.(Z!U&+I@L9_,`0(HH`D,5+`!:Q=B#2+`@`JT-P4*`&`&JDC6 M':94RC"8@0)A,)2]BS,#,D@`#D,(@9074`,XC$`.86!`I/UHA2K00P9TL,%^ M"V&`_Q24X><+(P`I8S[H` ME9`9/MEBD9((`$'*VNY#Z.``#O]#`J;P#*T/(P$<>,`:#E&'$W1`)I]`')YS M/81H.^(&91B#!MH0!F,]8JU2>%O9-J&#$/1=CSU0D`T.H(,'P"`-;3,""(9` MAQ!@8`,A\``CIN`'.O"!3P>`PYX8404Y!*@9)!&OVVW1A12`\Q"8W,`-)8&' M#NS>$$P@PMT<(0&_,X(*-;""Z&F`!)$[XBT`J(,'Y+!X3@!0](1^$!02H`,N M7*P0$BA7EZMY"`>H80UGJ($8"F&!01R"30_\PP7$$,O9#_\#`Y&R70<0H/M" MY($'*50`==!=?X`'!B`'#8`'>+``=^`E+3`"+G0'/(0GQ?<(MH`"76`$-;`!X;)`%>@(_'<(JB`!=3-$MJ&3`&*3`$QQ0&-M`!1&"$A[`!SC<',HA#BV>#./08C7`$(F0`HN@B)I3,@9P M/G:`>5I0!2X`*W*`+E5P!R:0!G#P`6.@`S^0%H]@AF/P`.:8!C)X5FY0@[GP M(G`06<]V&DMH`5!P`C3X!T+@`0ZD)H7@!&2``)U8"=H8"BL@`%^```#@`'10 M!Y_'`Q20!K!1!X%V.2B"`23@`01`!/HR`6WS!QU``GT0`BH@`!>@```@!D2` M5\1(=\=8"`ZP`7QP;#CP!T_`)$N`!$NP!"J`(!OP,P5`!C#02SFI`E.``>+" M`YM6"`"4_P/3)00R&`31,Q]](P$\5`(EQF:%H`-@,`9R$!'T>`4(H`$C<#7[ MB'L`&9"W@`%1P`#X`@&5$P>ZIP(060@9LY*'X!DH^`5`@U``!54Y$BH)==22BV-DXW\`<>$`(6<#6@J"85*%V,L"1CUV5I M`!IS8%/"V0#R8%,+8`5V(`$^F0(14$/T,`-^T&(_;`!X20"NL<`(H`$--`8 M*]@H?^`"NM<^'*`$?2`$5G($'=0&AME^9=`Q!!8V31`"O7@(=C`!&Z`$#"`# M&["$-M!\-A!H%]`Q``WC-\ M4Q"&`8`!-2`#&)`"/_$!0^`&;$<"0T`/AB`%'`#$_>@`%8` M1,_S!U1@!L8Y!:GA`&;`!0JP0!=@!BJ``OQ9`%/`!46@)3TP`+3Z"%-```1@ M;32@!`3``@;P!`.P!`)0*@:@K,H*!7N'3`0``"R`,0J@K-ZB!3\!!=BZ`!5` M``I`5GSJ$4[0!U#*"&M`&3C`3.U:'1^0=C.1`B30=O>:7EU0;_\ZL`1;L`9[ ML`B;L`J[L`S;L`[[L!`;L1([L11;L19[L1B;L1J[L1S;L:IQ!0W0`$H3LML* M"0QP!J44#`2`;IZ@`U,P`6%P)I-@`````%R'-S5[!$V@`=4W"0-0LS7[!>Q* M"0(@`A^F8*C)_[!#RJ'4J`8D8(B/,`)"D+2=@%.2X":M*@IA\`!'H#>54`(_ M%2!-P#\CX`,DH&V4,`)Y^`(60`>J=`D#T`9VT@1BH$^20`!#:W]5,#8"]@?\ MMIV/<)$>&1>;$`8W6P8R*PD\8&+>D0.B@``_Y@-6"PEODW9<$$Z3*PDJ\&;B MA`"`JPE<8+>0H`,VE)L8T[?4`AX\(%YW8`!$P($^)EW9U2FRIP<\`!\,(`!# M,`,\```P8`16H@,[,`.74@`-D`;``VE,"L-$`&(`!*&($,H`8!:`!?1"ZA4`%!K0#=S`#(1`$ M&@`!'@!5".`"=H*6J-LG54`&<-`!V94`0`52`$,%#"%'`$;H"3):!ZA0`!8P`G)]`$ M^U>'"*!,AQ!31\`!0R``/-`^5L`"=Y`&XD<)M(97!Z`.?Q`T])-8)?"'/'`` M(A``#U`%_%@(FUL(1W4&.RH$=<('+\`"1*!,1)``)\0S=?('9]L`?;`(`@`# M\E0CE%$#3IQ,F?1[G;@!-=`=36"8?Q`#1(#_8/`F!^'!!P!G(C,0`TAP!%!% M!'WV!RL``TV`!B'%9+(S!;"V`$(``@`@0DF@`G)P!`P`I$HD9W\``'*`0S;` M'G5F`(+P`G7@HH?0!%7`-[7'"H#V8W\`!7,\"=0D:7U`IDI$/S9@#F=P`@L` M`S;P)`C@28:`#59@`R)`#T=U!2;0/GT@:L#D/CSP,U!0)XYS3V:P"!V`858` MF4P6&`]`/^U'R95,!WC")E[3`?I$`:`L3C(A"!2`!7P0!A&@`19P0S.08AU# M!4Q&$%-``@M`)R?P'TZ@`C6`&$3P8RY`H,.\"`]@*&QI`8*@#4M0S!S%FG?! M%)"["6,@%!NPR@=]_VP;W(L$<`10D#OK3`0ABWU'50@`0`<&,`)%(`5VL`=R M``,9LL\$(`"Z4*5_4`5]$+(-X)!M@I<(7;I\VL&\0#2X^0<4$&T^QD!T!`/9 M6P@M4`,)@$=,QB=30#]TPH\%`*GQ-P0_-@;/!``X*`)ZK90KD-.E-M=,1B&J M(WI!K0D[@`#7>`A'/0>X!)T[P%8NF-LW_P'2,,")H`$!L`!X+2XFK3.M*C:9]G95=`"+&`#4A`! M#2@'-P#6=!("/)!/>D`9$G``8Y```JH2#P`E[6<`]HV6>4`'1%`O#S`'*)`` M%<(+C`$'3`$&`7& MF!`"+E`O(T`'(D(%414!#-`#:G`:PF,('U`#-1%93N`8;6<@"&!E@)8"(L`* M^UW>0#I35AL_@?&^&&6DP:>9`,V-01D\`%3\`"^<`+T M8R($L``PYS8AA?$>P+@GT`WJ4N**OVO4X`4=@%-B=$-ZT$N<>P@[7HX,I$D; M8&(P()5^X)>&("B%\'GJ8@C^I40[XR)'8`HV82*AE/&IS2EE`/OW1-E28`,V M\/^VE6=FH+$`&A#]=R,%*=`'&D`$Z@`("Q`V0'\"54,<3T4<8FTI3VXX?Y25 MEI4S0PAI899B&SR56`,<7#R=_/VDV!VF%"&*4$@^7*S:44PB6-VEW?UP( M*!L1#'@B"!,V2J?.S]#1TM/4U=;7V-G:V]S=WM0(-@2)HV5+B>07)%"),L,&S!HI(&CP8J#.`2J M%:`0`@&`2B%`46J1H4`I:`Z&4*`TH@J"`Y1@D'"PP$4;#Y8PI/L#@%>E%?DH MK4`@0@NE+C80=&#PK:G3IU"C2IU*M6FX2@328#G19H/_.G8`TJ1P`<.%`CEZ M_I3XXF1(QC\B;HI)IX>#D#]3D)CP(B0$A`ZSTH#@=H?$&*-_(HAD8"-*`PE$ MG'@@0'D'I3H=N%224:;-G#-_4%2!<4+."2HOO&P9H9-2STHFD,#\\\6-!@0A M%OQAD<)*FA5UJ@H?3KRX\>/?KE*R(*[2N@``O%:B((B0QD"```U_W!&8 M>MQ45`D*0GSQ!QX\9$F&$+I1D@=3!MB`DP--6(!``7]TD`9.?^CA1@:GE'#F M'QB04`D'004@V!]0(+`$?1]1,%"+A!9JZ*'$O?@%`D1$L$(ZSYV!`!(3""&&,%=<@<'<0A00["4#,$" M)7=`@(0#5LSQ11UNB-#`,ET@ZNZ[\,8;C1)\4!H@GRZD<4(6@CS029@VK(#3 M#0_PP:[/'SZL\``.`\0TA`P93/%'`1`\@,(?!%@:@0-)/&!%*%)PD``U8%CA M[PR5['`"!@=/J=DE*"PA\Q(C_Z&`!B('1X`%)51[RAH98-!")3U$D!8E:[#P M@`R%_-&%&2>\X("\5%=M=8L][$!#TY3H$4`E.%U!B0.A5,(`CI9,70D"WZ%Y M]=MPQRWWW"P.<23=>.>M]]Y\1S,%L@+T+?C@A!=N^.&()Z[XXHPW[KCA@0`` !.S\_ ` end GRAPHIC 22 m62094tom6209410.gif GRAPHIC begin 644 m62094tom6209410.gif M1TE&.#EAQ@'U`>8``,C'QX2"@I&-B[6SLO+Q\0@&!Z6CHJFFI;V[N:VJJ9V: MF>[M[./BXM73T5114?;V]75R<4U*2D5#0V5B8GYZ><'`P.?EXWAU=,[+R"TI M*&UJ:5A55(B%A%Y:67%M;&!=7%%-3)F6E,"]O.KIZ#TZ.;BVM*">G-_>W;"N MK$A%1&QH9FAE9(V*B='0T-C6U38R,=#.S>;DY$$]/#DU-(!]?-K9V#`M+-S: MV<3"PNSLZ];5U.SKZB8B(142$NCFY922D1T:&M;4TM[=W+NXM^'@W]K8UA@5 M%;.PKX.`?L/`OIJ8EM+0SLK)R>CHYMW4DZNHIL;% MQ,K(QB`='6-@7G-P;\[-S%M85O3T\Y*/CXR(AE103GIW=\W+RD-`/XJ(B(Z, MC,;$PI:4E4Q(1C0P+CPX-PX,#/'P[X^+BN_O[R,@'RPH)TE'1Q(/$!H7%QL7 M%_GX^/O[^_KZ^?CX]_W]_?/S\BDG)VEG9UI76/KY^3,O+____R'Y!``````` M+`````#&`?4!``?_@'^"@X2%AH>(B8J+C(V.CY"1DI.4E9:7F)F:FYR=GI^@ MH:*CI*6FIZBIJJNLK:ZOL+&RL[2;"[6@544682>WN(5.&A$:3`!TJ#_`FSL! M$7`)9LN'`AD%>FHS)M.G$3O"6+V-_ M)RH2]X0-"ORQ(T5-B44/8!09E"[&B7^,F`#1,*A.@P9<"JUIT*:!A8L8+=RH M(R@/R)-1!B$X681.DI,D$849!*-*2D$`&B08!C0I+!B2@-"+:9D0:)BRH<.`98(`#-$4`PL6PZLZ`"!P@H-5QME M>"C(PY\C$#P,^$/'Q`09*RX,,(%%BB`"'3X0&'2D"?<5*OA,4,%[BYCE?SY\ M.7)F`PD2&H3\J?%%@@H5:1(/"BAH`9`.@]R0`B%-9`$"$A>`8,()&P`!VA84 M080(&!L\4=D??7``A!*$#"%#!QA,\`(%%&CPP1'$"+)#!Q%,H<(<65!PA@<, M_$'#'"I0<,$,#W@!Q`04?+'':880P,,@543P@O\+@GAA@P%2/)%C!R`$-\@8 M;@RBAGY=\"#``32\\`<.#AP`A@T-9/$!!4^L``80@Q`QPR!-R&`""'`C'R!P:>/=';6M$(,$(?TP!PDM:."#`"$@8060`9\3TP`L'#`*"%0T8P4(# M$RP@081_E`#&'T3T(,+_$@[`(8@)%?' M$1/\48$:@G"!@H2',."!%G+4-H@10+0QR`9NG%9!#X-,/+-U?P"@3P-`5+;# M&1_084$!1&[S!Q`5"$*!'S46,D8!"`Q"L@.#R"!(!CAL[`:]5QHA2`ER'*%E M87_<\(<'5`B210,7I)-!WP4+$D$<(JAXT!@Q7S1S20L%`((@=[PQ!2%Z`'@( M&H5)`&?3L?[Q@#P;3/Q''3R$\`>E8T;<<1YZ$Z($%4S$8;<@`HA!2`3(R&`T MTC+3+(B[PO\1`TDO7%&%("-(H'&N`0RRD`=ZI,#7"@P04:\*IR_4B`)&]'#0 M_R`J1%]$#W#_H0/A,SR!S!0;##*`&(WN(\@=$$0.AR$!%9)B!\(H`@\L,(0-W`#-Q0LB1E(P"#$ MX$=!C$$-`.!!"NY`B`+(X`M7*-P!"B`&D`UB<(1000QVD(;8"<(!ZH(GH^#X MQD$`0&08Q0(B;)`&)SJU!U/_X(#N_C@405`A`Q8HX""&T`.:%D(+1C`H"0J@ M-PMD0`""N`$?@'`S-)#`#6Q0%#R/TB@KJ.$H$A@E$)J0`1V,(`/Z$\0`0'"4 MT+7F!D:@0!56<*5P#L(+(#C#&=*0@0R@H9N%&``0;$"O\OU!!;4MKS`""`@'9MP"I!Z*$/#@!#"[;@@PR<)@QQN(@0%<"]:B3@ M:?&8IA2N=H0&4"&']93`+56$!@Y@R708B!\,Y)``E)9-$",BQ!CD\`?%@%6\!QU'X*UV3^@0M/`*(@()"C"\S!'M/,WP1.N;K_62`!3_C& MZ@R(@U_T^+B"D,(&CK('BM2@`%;*P.4PN(,BN,N>+S`J%*#Z!CI(P08KJ,T) M<0`\';2!`%2@"![,\V&'2AH%2[(A0M"!_(HG@ZJ0`"@B$`/$2`)1Z?@P_F>^5UQV.\4GNV( M,'2@+'^8@4H;\P<7Q&%\2NPSG1'0`RC\H0D:B,D'-)"1^^5/"6O^@P9\"D`\ M7&`"R.`Q';`@Z3$50(.#F`"VHV"#(/QA`F*(P=I&+;PV=`"T&RQ"&@AA!S48 M`%HVP$,>SI#G(K@A*2U(Y!_R<`'_':"`L@B.'@S<$`4+'.UR12B`"-;(`BD\ M0`THL(`0-@"QP7^!2#?@`17H@`-">FV`"#>!!9P`!$;_80$0,((%2-*!PH[` M!VH8P!HC"`&)6L"=*GI""/#PAR+H6!!6,((!D/$`!VC@%G;0HA`L,``X-%\& M%4``"/8[""7TP`#9_PT,@1"".Q`!""6(@1)T6($!9&`'<%A!]B-01SIXP52B M\T)ZB2\((EP@#6;W!R,`#P&@/1X0`0U0!5F`!G^``&Y@`G60!T#0!4&@10I4 M`1%`!"C`-0HT`250!#;@'2L``'6``GJ``&U0'PI4`E=@`9ED5DAP2R.`!6+@ M;8RP`(BA_T`.4$,`$7@@0T0``.L`=J]P>QQS\# MT`/Q)G5P$``=D!AV<`%J\`%$,`(R@"H?H`84,`8RD%KJPP,;A3=GYP9P]0<" M0`)ID`XF(`,DD@9,8`$@(`-JH`9`8#H;!`-/X`9H-`(D(`,S0`(?,`=SAP)E MD'-S,`,`\`*1*`,98`,Q,`-7D!9_(`(>@``V<`9```0;X"XR=05S,`>U]`(2 M\`2,J&Q_``*9(PB^E0)($(H?)@BLD@(.X`!BX`#%1@@I``(.D`$+00`>X``R MT(O,R`9_8``AD`(2P#1_T`&]>`L7@%2"P`(JX`"G40(!X`!>,/\?5]>+'J`# M.!``(>``$&!4A=`$*.``;,!/'@```7`+.J!N`0``4#(`.@"-*,`!"1",#0`! M`=`W40`!`$`!BO0'#````Y`X?Y`#PP4`\C`?R>A34```8/`0)Y`3;%"1`.`" M#R`%`(``'K`"+6`'*#``?2,/40`&3J,#`P``*#!<3<``*"`%O_``Q/&1`%!A MC[``#(``#K`\\U&3%<0$&WD+#RE-#Z`W8=`"[C(3V_$'+?``EB8(.;`$7O2$ M]A268CF69%F69GF6:)F6:KF6;-F6;OF6)F7>KF7?-F7 M?OF7@!F8@CF8A%F8AGF8B)F8K/``0*;_F([YF)`9F9(YF919F99YF9B9F9JY MF9S9F9[YF:`9FJ(YFJ19FJ9YFJB9FJJYFJS9FJ[YFK`9F[(YF[19F[9YF[B9 MF[JYF[S9F[[YF\`9G,(YG,19G,9YG,B9G,JYG,S9G,[YG-`9G=(YG=19G=9Y MG=B9G=JYG=S9G=[YG>`9GN(YGN19GN9YGNB9GNJYGNS9GN[YGO`9G_(YG_19 MG_9YG_B9G_JYG_S9G_[YGP`:H`(ZH`1:H`9ZH`B:H`JZH`S:H`[ZH!`:H1(Z MH11:H19ZH1B:H1JZH1S:H1[ZH2`:HB(ZHB1:HB9ZHBB:HBJZHBS:HB[ZHC`: MHS(ZHS1:HS9Z_Z,XFJ,ZNJ,\VJ,^^J-`&J1".J1$6J1&>J1(FJ1*NJ1,VJ1. M^J10&J52.J546J56>J58FJ5:NJ5^J5@&J9B.J9D6J9F>J9HFJ:QB7., M\`#\9U:)T)""\`!R9FEX,'O]00`Q@0@+\`!7J1%P2@@/D#Z&L`"*LI6(X`/$ M5P<6P'^%L`/?4`>&B@ATP*8/T'4EL0,+T`27.CR5L086,#HJ(RMK9&F,ND:H MND9[2J!U,`0T,`,O,`%)X&Z$0`&G1@0@$`!1<2$DD`$;8&D/T%7]@8BP^@(J M`('%80,IX%F8Z@%@^0)RR%34``K4`<: M``-"H[T%H%)V,`-"04#B2PA(T`$%P`-RIE&8V[<%\+=Y@,&C&P`C+`:K2@'^ MA+D$P+A_T`8Q/!5G()2&D`8%T%(K$T_R4,#,95T#"@%1JP@ED`4CK#DN!4-7 M4`"U)`/IXP$F8+/XYL@E\<'*\%3`.+Q_Y,,X?,1J ML`8_<``]S#^7=P4&$`#.JSU'G*L\5P`04`+XN[<7T`//A`C68,=@\,6GL?^W M<.`!5^#`!!H!?YP(I`7`>U;(?V`"BC$*9"X-F!I=3N^'@!74IRZ^8O(7AQ1(1`'(=AU MX`?2Q$)N$(Q[NU4CX`4.QTH%8`0ET``VZP`[P`4D4&7`5+\5E@0@(<\@-)<`<0D`9S MP%U*L`%S``01@&VPYP=S<`7W$0%S(`5#(.QSD`)PQ02I&%Z@/@=;@`,-L@$S MH?\`8I"*,E`"6'#JRHY:;E"Z.4X"P\ZP*0`&1'`"6S`'&Y`X5/#MT8X"1/-Y M@V`"K,(&#I"*$J`$`V")/,`#=/:S`F`#6Z`")#"]?^`#UK@!9_`%SWJ@.X`! M&H`!Q&$!&-#Q)($`04`$1=#Q'7]J%),W(_\->8`!E=$$(V]6?RH(11"I&'`' M!+``L>,]>?,0.T#+(T,(=9`4<354:T0(8'<#"V!647"5=8#49B-I=Q#"/ZSS M35`'#Z&GQF-620]VE4``--68)7$(.S"Y:EKV9G_V:)_V:A^?#3FJE6`';E$ M?CJIAN#4C3`"%D`OC,FIUS$">`#V:[$=4`!\SH#8A#_`G,G"`B0!B\P`],X M"-$J`6D`=`_0`6>0`6F@!'K061VPIV#061$P!`EP!>F:!M]Z`]K>63.@KB"P M;SV6!D!P`3SP'GBQK1E@Z3;@SX'/"4%``D8P!'50!TNPK*\'NV3`!720`#QU M(1)0WSYD`A\,/$?SLE5$!S+PLC[KRMQ-!$]P&BA0Q0K0`_?,'/JW`9(&`$!0 M&%0-OB/``X"_^Y9@SJ[G`K$2`FK0`V*^5D\D`5X`"`4O#W]_*@Z"A14@-@4L MA4EL:@5)A0$%]"C@($P+_Y,&E(/B(`>"?]0 M*="CB(44!2X4,E7+5S',AH(4^C%*)#3&JSJP6!S0:'U%A0\@`.X/CSZ]\/O*.?'84\ M,`86?XQ`%0J%^*"&#?1T=<(?#,0Q1B'H6*>$'JY,T@5W`0J03EW^``!$`=O] MP4$!&OCPAQT(B$'/)4;4\<<.$W!`30$Y\:?CCCSVR)`=!LP!A`8:/*&"'0&" M<,4%`KSPQ'L+@'%%!DO\\0-7$[PQQQPK!&`##VD0T(`"G\RPI0T>;)"!D#+( M@,8<2DRQYAPS'/$'%%N"4<@`3[SQ@A\.O`<"#UO.((,;RQR":KK&#W+>OLL]!&*^VTU%9K[;78 M9JOMMMQVZ^VQ7%1100M_Q%"#*P1X0@P=%=3`P+C-5!%&C@T14<&]HA5B[[WW MBRH-^YZ%PPLT$47`-30!5N,E_C'`@)`0$\) MQS=!/8!.6!0![[8@`7DA4BS8Q0''Q_+'XQML[+T"36C01=^^(%<`'[L\`(8$ M#JP/89HVB[#!!@,`PP9L!@`_%$`//)M;M%:P!1`8`4%<^,(&.O`&I13B`WWA MQ0Z(\(MO`",JC!`X.;Q`Q(4``S%*)C*CB# M&MR`I%W0KA`[<4$$C MO*!$,6!!`&[001E"X0`QJ`$.T'F"/3RP!BQ$X`!7N,(23C`2'K```1,HP(9N M0((4',`-%-!:-3[PA0)`L1=YB``%./.>0F1!#0B00@%`@`(&R.`#3NC!#^B` MP0Q,X0IQV$$#,(@%*B@P6@DHP`%&$(NP!?_=#""&[@P MA*I0A4QJP-`NN-`2.^V"F2:@PQ;N<8EKJB$.TP&!&@B@@Q&Q9P;N$$`,`#2#)'XH0AY+LI"A>5"88,Q(`+O#`#3-2PQE64P`< MX``(!*+*A.90@',E=`($H)D8CJ,1V\6!+04P5DN&T`"2%L(B1HO#-D:2M826 M;68%(`-+!?"',\1A%$;HP0BT$@%?)"`!#&@$!UQ1#7L-A`4%&(,%C%`+@1"5 M-ERY1!*/Z:PE1$`*!YA$*C*B`A3TSA0)W(56.O`'P1VD`+&01R](2J]D#O$% M/5C`)30SB>3I-0J9V\$=C,`#"C3B`%K)_P0O'M`%!'@!=X60!P`26@"@$G4) M26657B2JDXQP(*&U6(`:)'F):=YUI!TM1\V`6I)+?"$;:DC!!A;TAY9LUJ9H MF>T/*^`%/4C4IX6@F0+PD,FT"00#?Z@-4WWQ!@M88)5JZ&(UHJ`5LU`%"`R+ M0`PZ\M4"A)5$9(T6#%YP@56`+R,S4)$K+&(6)H' M_C`>.=!JM+530(A1^PGR`@%Z2(,$1E(`TU7A"EN0@0TX M2!4:[,*K73%O:?*2WK+&`0(*ZFP+2C`$<=BM$'LK@`OL6U>:%B`%=?4F7F72 M@[V2]@\&H,%GFHKH!R"XL#D(11/60,4_1*$'XG3")@HP8EZHL&P1P*B'0=S9 M9`(:`6H`0L6R05J@$&@-/:A%$VAA@,@>@+G>L(<2J#_0 M9[\RR9TKR%FS%C"!3V.H0RGA$(`-T*&.'"!`8?^P2@Y`8!+D6&4:`I`!)^PM MKH5@0C4V``0Y"%4>0\!!1MHP@A?$P0`AE$..1B`.#U0`"0580:JZ``0BP,`M M>%!V.])DD@+`X>,%L-,`2+*#5;Z@#1K(H!;$H8$)F"`&H5``#EK"E=M)``1) MR,@7@"*#"L1##BL8@$4FT(88V+`"(EP"10R0 M0`8"P'@K_F$%!;B"&!1`A,:@@0F*O``=AG`%(%RSW0`6TD@!8 MT`$&0`\,($!2\`-C0`8GX`$!,`8*``%C``8(<`%C0`$<-`"_]Q8'0`-C\`%* M8((04#)*,`:Q0`5CT`([,`8&P!X(,`8X8#+_QQ4QP`(:<`#&<0`'H`0*8`(# M(`4SI@4_0`9:55)B'R?(`82"$)=`[>AB( M@CB(A%B(AGB(NY`'58.(C-B(COB(D!B)DCB)E%B)EGB)F)B)FKB)G-B)GOB) MH!B*HCB*I%B*IGB*J)B*JKB*K-B*KOB*L!B+LCB+M%B+MGB+N)B+NKB+O-B+ MOOB+P!B,PCB,Q%B,QGB,R)B,RKB,S-B,/7(`3_`$4>.,U%@8=B`#)60$,5&- MW!@5:S,'>P8`//`#W5B.3&$'(-`#@+.[@@1+*`&@,-Q&_..]K@0>W-* MKG!6]]B/T9!+*U4(>+``%H``6NB/"+D,>4!E-^`$0[`%3Z`&/=`2"5F1Q\#_ M`%2$!"1@!#.@`E5@`5%P!03"##ZP`AZPB&68!UUDD<(R`KG]0 M`0'``5+)DA2!`AS0&"```[R`!PK0`P>I#`DP`0#P`LVA+$'``_##$%,8D!B0 M$=#%5L"`06J`;:YP>*Z%E1'!!0:0`230$8#6"PJ@!F.%#"'`%GLC&\HB!1Y@ M`BK"!2H@!BJ0-CZ@`BK@E27C`=E!!9A)$WR1$8<3EP4`75^@`OP7!:Y%%9*U M"WH)#"C)E\X0)3+@``DP!$\@!JFR"PD0!\.F#!Q0_P80\@1FMBQ<<`1)0`T0A4P)W150#D.")46`!-E4DY6@":<0G!=#MJ ML`J1QZ.2,0*(X*-_@`AST``3TP,CX0`N0*09D08XV8])@`1B4%&ED@$]<)2N M@`<&("'/L``DD`9"B2R;\/\'6F`"<5`#(U`&C<``:=<9[/`$1`!Y/*`#)W`& M(=8+L]`#4-`792"7-3H%+9`1MAE"<4`$?%"E/)H.E]`#7-`%&6$7S9D1:A`& M2:H;3.JDU1`*$U!'/4J._E@&'"`#QN0*(\`V;-`+"%``3:D,1$`((_`$+R`$ MT%(&M<,!72DJ%OJD`9$(5%20I&^!""_@`U,8&(.C!%"@`J%P:.X8`!WPA[T@$/.J.T#@*,'P!1#@ M!Q*Y`BA@8+O``&RC+MCB`E!@`ZU0LHI*"!/#(";",#!:-CG0#SSQ'B.+`#2` M!`H@$!G1`(\J6;3Q!K;#&75@J7&`"I,PL^2*"&YP+I_:L86P'#TJ5.:8!RW" M`;L9IAU!`['Y!U]&=\(@D5^0`%=:""U``D#0-,>`H#JB&U&R`3ESC1G!%H.S M"G)@0`4@,[Q@0#FC!)KZ(",[=4&!`!BC`ZPY&[6A&)2*_U5&\!Z3<$T=T0-1 M@`A`((/,V:1)^B")&G0(`#3H58X-H`(3L)<"*4LKT$IT\01^T)/```1``+Z[ MX`0S(`<6M`Q60`+3X2/TL`!(<`)YDWT1@)9E`E9IP95,@EFIAA&<`*`>?/`JKE`'&W`%`94,%Z,`0*`'^2:;;U@!6;<'2!`!$J"9 MA<$%6"`#J/L+X1,!JFP+:H`@S"`%-"`'/+#,#.$$(V`IEE(%"3`%4Z`$)N#. M-"!]$*`!F(F:CT(!V:P,-Z#.#=`&8U@$#)N+U*`/-Z`&=EL8-^`&_QD,!I`Q M;GP"/8#_%:YP!(SF"DVPOX5P`_+T`MU\#!8``&$0!B'@SBOP`9`,R6I`4LG: MHW*0TC-@`V*P`3/&(X;9#*9`A5?@`=.Q`[1PE<30`"`,B@5="!1)"@`PE@20 M!S?P(`"`L`T1!7$P`[+SR6J0!AJM`-=:*WH@!_S'`%E@`_6(T9=5``<;TG0( M!?B;:CH5`DV@8`!0Q!$@#UZLJ1X!TV(@`'JM`-;5UW[MQCO2!`B+`+')O<5@ M"F<`R2-B$"/`:2`U8X`$S<`;O00)(<``AH*1Q\`,/ MP+`M`-C1,``\X,F_0`=4D04"#AUTG0%&X`46$`(JH`%*8``IL-)G(`9O\@1@ M0`;6]0*JA`+M"PPMT`5',);7L@.ZE`,)D`$;<0%W,7_,(1/7A!EC8`,]L`8W M$$E90$5-V@O],$W)]`$^,$M=\00C,@1XP1.'TP#B@#L#@`0M\01,H`6-D1$F M4`-D+`K!: MQ_V)6)`J($#_$R\P(87P`F9FF`B^!87P`Z+@`'J`;?*)O>&)M9\1`.3.1^Y> M"$9*A;)4G';@!'90[UE'.7&I`EH!4918!AV1!<+I"@/@!D\@`6*P`ZRA`>IR M"W8P!"'D`;0>BCH0`KJP`D_P'-0`@C7S`"G`:#1C`1S0`S1!!SWP M`O"=`8T:($`Q`.1.(-5V4V)?`2$``1]0\CRL`@T@`3FN`FJP,35_\YQ`PX50`UDP!V\@!:\LBB5``1`@!"TP`Y29`D`P M!GE@F".`!C_U]3`@!S,P!9F4!B3C"CS0`VPP!3\P,7!``.1N9F___P?[[05- MG097,/H;L`-T$$(WL`$YS@[37I..H!4XI(Q?OPL$H`03^069:XI1H`"RD_UG M4`9O,"$=(`(+,.&%<`!H\!Q'D`8%@`8]@'*%D*PI$#7DGC6[SP`O$*H%8&9^ M.@>*!`AR?QL%>BXD:C(4:CU5%049?Y*3E)66EYB9FIN2 M-QUJ!2M:I+"QLK.TM9@H8)('!0F;8&)136UQ&Q8C3`L-1``(*$D#0T<`TU4? M4@!(8-,`0QT%!1#3"!+?/0@`6=\&4CW?!3(X8`4\V_7;*/;;=K;\_?[_EXA( M^+#!08H-$A(J7,@P89H"1B1<<3>C84,0"O_AP)&@,6%'."`V8HP@1R.<""2#BC08P&$"L\N/NF(8#;MW#CRIU+MVZ`'P9" M*#!C@(R!N2Q*_'#;)<&/`R4"Y`'(N+%C403R29Y<+PN8+B(HYUL0)@P`%S4` M!-$QK4'H!LF8C`#0A(EI%T)T"&GBQ`+M!7\84&KR9\&^2KR)$)'4Y/?CX[:& M!UG<2``C;$X4"/*,9`9'VF%'!!CD<*>=Z3=CPC70/CD!(`4[,Z>=Y/-B0 M1`99/`'"P4LX>NUU#50"&\$`%%H)L5"P8*Q_"W@AQP#2"*#&+#4 M`,,)*F`K[R8,Z*'&#I)LBB\F+<@!0@-J",!?&5>@@Z\\P]JY/+'$D:DD,D#;CRQQ`1Q1*'?#SVXD3,E5!1P["0-@#!''#8( MT*?7@%N2\`PC_.'$%20H?8D=6!3@@@-Q*)`?`?\O%."`RY1H6?@D"I!0@!H< M,!?XZ),0(<<+)R)0``@K7Z)``5-H8(09^,7`01QP#/$T)0`4(/D?(P!9P`8E M;$[Z\7:`H$8%?U3QA!L'7](`#V"`4(`2]^%Q!`D]@$'Q)1"H000=)MB9P@#? M'Z]^``50\,<)$KC!6R9NR,!&`2S<=X.8(,R-"1!P(`(A,E`"]1E0$E3HP9`6 M,(,K&.\22AA>*^Y#@SAPBDV8J`+L>A`']QW0@#=(1!/RH`3HB) M'/BA`&)X8`Y')P\:!&'_!D!XA29>MSK1O8<++'CB$TSPB2.HP0W6FN+Q>H<% M$:1!#4?81`W>`$7YL,@-!4C#[SZQ`CZI\7AY,((1RL`()EIBB$B(#P-6P`HW M-*!KFAA``7CU1]+)0P`6Q`$G&K>/"!@"ZP``PIV%PIYN$$(J`R<6@JP!0O(T4YJ``![%J`$"?3` M"%E(%RR2!47\`(=((@!$^!G%^R6B1N9BK&`@0@0*TX!)!,,$; M9B6)F>[K#T/@@4/W,82L^>$-,-2B)(KP@R\0%&]=>*4H[&``S_%3!4%HC`5L M0`/8^=463*@`$]A4!3H086-XJX!``CN)WDVB'9(@0O\%,/J'"A"@"C5HKI'L MT[L"!%8":BBJ),PPURL88!(O*=T,H,`^!"3A&[MJAQ0D$8.9?B,.5IV$`8P0 M!VE*H@0FTT05X/`-.5P`]M9B`$)`/##&!``PUVI(0*2X``)`-`X MXDJB=X2MXQ0B`(`//"&6!9@L&HAPO?K4@0-J4`./(JP&U?YA+&]@@A\HX-$_ MJ&%J[[O""O[P``O250Y/<*GDG/"%;X#@`F&3Q!VH\$Z7QNL/=QBBY4IPV3\T M00$-I.L7`,!+QXRA`(]8<8%C`014@*!0VLK9%'IP!R8\87Y`L/`?>O>!"9"` M5W=X`@2F`($"D!%V#W`;`+S_"!\B.,!F;IM$#-0@AB/S"`.:MA`QIX0`!P>&@556,$,U,`#!:A`#5+8P0HR4%>.%@`( M&1!#!@*JACEL@0HYL,X89O"((HQ9%DM(P`IL0"MM&?,`;.8`NR0A`3GWK@H- M.-@2>L""`W@;%050)GT80(`F($$/0%",)<@P@PUP@1-&(`$$KN"'^/ZA9D,Q M@0L@L&L'*$&A?T!R4PH0@1^@0@)D?8@$AK`&+J```KJ>@<15,(`&_',Z$)#` MZZ)[;%AP(`([^$*GG/T':-,A`"281+4KT3LO8F`.8BYXX*5J@AGW`804/(/D! MU+``,Q0`!M2VMF,K`80./`H"V)NY)"P`R?0@#@H7G[IV:Q&#"A!Z/`@)L]1' M00#+;8"^'>@S"AK@`34D@0`I<`,25!`'/_CLPE&E`<#_P(%Y9&`/,:C;!?HT M8#+NW1(T>'H!<6$*I"K])"8@`1T4`+C*CSY[5B`!)Y18^E6B0Q\H48<[ MX"8/[Q;^`IJP@P<8@P`CL,`"=N`#"[C?`CY8``':[X,FO/___OC/O_[WS__^ M^____$D"$1)@!/&`$:'`%!<,#<4!?1N`&K$04 M:F`$/9!B7*@&/C`W50!\:F`VNP+\:3 M?)7P;IF0!W%'"<.1!'<0!52PC51P2I0P!1.P`>)(`TE`"1N@@6"0`=6^`3#,08,P*6YU0`)*Y050:5LA,'KQ MZ`%7$`#:H@'QJ%22L%53$(\'8`-7$`2]@P`XX`X.,`5'@`>P,)M9!8V#V209 M8)@?X`8/X$R8(`%S((U3*0(-@`-*``5UL'4X8(N[`%.6:3DJH`*50TDR<`8C M``1&,&=AHU%5$`$.,&`'<)J4\#H!P)HEP&J]0RL)\`(N142Q,/^%!8`HO?DD M+=@%7=!89D,.$>EKDQ`!5_!H?S"5=&@!N[`6:L"1[,.@7,(`!8`&'@!#1Y`E M$B``/1`%8.`&@(D`Z#D)1:`&ZZDD?U!X87"?(B`Y(P`#)K!*L1``,U``TI*? M3E(S$A`1'_`QV'6=U^EYE%<`BC.5(>!M0[`$>+`+W38`(:`&U-F5U^-^-W`% MG51Y[V4Y?Q``3T"E?Y``D&`$Q0@)E4"B\3@D+B`'3T0&['-TA%!EH8`#11D! M=V>C,I(!S?)8*M<#F(`%<\`<)A"8E;`+8C8'($`)4G"?DV`#S3(#/<"`3'!H M,;"@/D-BD_0'\?@!.-"`7$"B/K`ZDC#_!>IT!!-Z!!6@E8(`"W106W)`>G1: MIS)@"<0)/'4P0X"I4A$T`$N``-XV`H(Z"80J6,2U+CF@!L3U""S@`M\@;HTE M.3*Y%@#3`01@,Y/P1`&P`-CE#CPD"PL`0Y/6JCKRF[!:`!4)0\;V!Q5D37U& MAV30JY)@A90@`IW`Q+`)1O@`4]3!2J@-'5``3ZJ`A!`!QZ0 M+A?`<7_@`QZP.5'@`1Y0CK30(M#GK3+R`2-)"0)PG1"`E6L@"0-P`$_3!`>P M!/='!^8G3P0`F5!FL2Y+`+/HLC)[,DL0!H^R`_A7!W:@`P$P!4@*:5AY`(DV MLP/I`C[J!50R_P#2P@9PD`(9D`(Y@P0Q6*AAP(`1QP`&VB$OW]@2VF$+X.;;1IP(R0`=XD`1J@``!$`=_$`'KU#L$H`*& MB3`%L#DXD#]_,`;YI0(V,`DM0*\9X`8,^)G>R+BEY[AL,@<"T"*7*P%N`0)Q M6[8*D7O?:0EC<+J#T`&4$`%98"?N8`0L"[M2IP*%*@E0J01J<+EZ0`)Z8*<' M"@03T`44L**6*PDY@)]C<`62L`&O"KXS$``K``2%45M`Q+R?Y[R2X/\#:H`" M4'>YF5L`7*`"*'EA!V>Z#U`# M$"T:U<`&0O!'8=B M:E"8Z5(!<-"1O,<`*=`"78`%`>```6!I!'`!$K`'W_4SF"()!!``$G`!!D`E M17`L52!%,%Q@#S`-DU?%6KS%7-S%7OS%8!S&8CS&9%S&9GS&:)S&:KS&;-S& M;OS&)S'>KS'?-S'?OS'@!S(@CS(A%S(AGS(B)S(BKS( MBHP"-38)"S`%#B"QNN``7'D@!L#\8L1;'1*PDQT9!SQB.N0\"0<@,+N``9,0`BR;`?G, M`G%0.!*`SNFL'UGP")0L"2(@``=@!',3!0(P!#(@+0L@`&V@``CP!Q3M-ZX< M`@*`P$D@``*0+G0@`$/+"?,\"??3"R#P!BN=!XG4SY+@#)8@T%"J`W0@`T+S M`"P@S-,5!2O@!Q=`_R5V<``9@`5BF]#E80%;\`!`\`64H`)\@`-9)1TH\`85 MD$Y[,`1V0@)`H`(C\`)'@&)40#D'P&#E#`(`P`:=U'F?T-)E0`5NT)=_$`?T M'*CCO(TID,^4(`?D/`**^@=,$`=",P%;`"_-X@0RH`"!%"]@,`8Z``9/8*!. M/1X!(#D4$`<*%09&H!SW200V($UIL&.]@PP6D`4?,`9(H`8?]@1Q!`8+,`8D MH`-W0)T7.M=/<(EGX`:_0W"8L`NB[`5/`-B3T'AG2P'!]F*)]`,#D`-R]0=D M$)<(8``[$!$=G`%#D-GCP05/D`6>B#](=P:XJ9BD*L`O-C7&U:XT<``C>/\` M=9`"W:,T6I`!WJ4XH=#2?Y`'C(0]1K#7E?]`%3+2.%E!E$N!!!K`"296E MPXPW<6`"%65`'%]`#8O"Q^TW/%@"N&^`'0B<)'T/@?V`'#7UOR$UM0N,!4S,%D8!R MDU`!SJ=%35"N&.X==3`#IT5(/@,!H_('=&`$1U`%H!-V)SX)'?!+?[`# M9'"P`X0P!U>`"CH`0VJ0Q)7.'3M``0>0!=^#!-Y6*$$`RV$`!N-#`"8``55` M!590!FQP`!R01D1@TANS``=``11P(CIP`"K``OA"!P?PR$T4M`=0!7C5&R!X M`%;P:+J*\4D@3^$;Q0.P.PE@!77[`%6`C"4P+`\0!DD@.LF04^U^\SB?\SJ_ M\SS?\S[_)#!C`710!QM/_PH+P&6:@-D\AINUD`?OA[/J]_/\40!@(> MT+FD(`*[MKR4X`$?@`7B*`$=\`6L2B(!I4UN(%#/*_7YT05SD&A-\`7Y)0M4 MD`%>3QQ/0"5@L),.8%^?0`%W,P!#\@=&0"L^``(QZ_;ML037)PDP<%AVC_=G M@\`!L),-8&^>L`-O\+ZYL6*4A3!USOCOT0%`H/DEIU,>$``;4`%U@``3$`1C M$`%X8@!9<`$?X"IV```K0`,@@/6$Q&7.@YJ61H(9QE_%AE0?WX-?UDC"T`HF)AJ`9+CY.7FY^-J$M9(``LT M-G]%!19_)7%%?QL-86JQ$RHL47GDA,*"`)6J@2&!:0HI2QPVF6+QQP:(&BY& M_)ESP!JM2P$V6;K2Y8^8,7\,%`C3Z4^3`FYXO-CP1\`<=#ASZMS)LZ?/GT!_ M^EEG38,8#^MT%$#PI\$<#'\>I,&BID1%)`(?_3'Q9$+_0FH41%IR>.F"C%(9 M#/P9PJ/`%DM`!GBL92GD)0DENZ18,`.+`PX__@`H($O*S:"($RM>S+BQ8W(T MU#"1-27/AA\/R*QK0*_ITT$HZO1`E"+@GX$62OAI4^&KK`!^&LK)8XD"%K1@ M_N!8(^(C1VM`Z/X)\/`/WJAJ]GA`46`#@S\,"G3\0^//F,./LVO?SKV[]VMI MQ`2Q1.#'BC\%$L304*`$!C56_BPQ@H&(FC!6XDA`0.&*%CP7/%$&&398$$`! M9*P!5CR73/$$'I:$,(,%/_20P@@R^$`=!QM1D`4U=ZA!P24M9%!2`V=9LH<- M#!#PD24RZ!$`!PRQ881&W^6H_^..//;X30,;O*"""EBLL(!Q:3B@PAQ9T##' M%TEL`<1Y/,S0P08\)'!#!#.8E487"#PA`PTOR+`#)N^DX08%M!WQQ1476-(" M$#)@X<<&0LRQ`04.$/''%G#*`H`**@ABKJ8WE0006.EFC(R1]E$'#,,=:@.NJLM-9JZZVXYJKK MKKSVZNNOP`8K[+#$%FOLL<@FJ^RRS#;K[+/01BOMM#QQ40-C.%CB)[7<=NNM M+`>(@9VC-ER@@"4*V$`4)F[V$(<-/=AP*#@T1##&!5>8]D`=X@CQ[;\`XXK` M'N/^L?\""5I@4@(/'U0S&")_'%"`%.!$48"_?W2QAR4",%4Q&@&'+'*H"HR+ M@A'7RI+!!`X7`/$#!3AP"0!A6/+<"0_\X4(3.5O"F0B6/(!2&%, M,49'*T@1YNQP).D9$"<'<$.#U("C#10G`]`3E,N"9H,X+,`"6>B`2I;PASJD M``('R`TFB,#!/\1``A:4GRGZ-H,A8&(,&[,$;4A0G`/:\(;@H)XEF),+?:R+ M>]1XV"56H(8[:"!.G(G/'YB@AA1,!A-6$*%@"*/"#/0M`^Q;`@M^4("EY:%A M&:`)#L=(QFR`85PIB-,);`",[:T+$T.88,0*H($_=$`"=*!!`21@N3_(`%*S MB\,J_H"%)_SA!'%`@@16V+@"7$$*_SV``0'B4(!"YN8";M@#Q,K(R3*"P0T] M0$,!\T`"&\R`8I;8PAR`\#I,4"!)/8@E%@!@"0#,``1AD``%LK:%35["!5CX MPA/>@(0O.;EL`; M3^A@`]&!\YSHI)46//`!#O`KG?",)X]P(`$:"$*>^,PG-];@@B>@1)\`#2AB M;G"&/X#@GP)-J$+1D8<.V"`!$H@`%B[0S85:]*+7(((4R#`9/+``!`^00`>D M$((`&XB#!@(0 M``?P`0?FH_]E3)=Z3A;0!0!R^`-.\P""!#P@#B^U!`;F,,@_8*4"!5`J4\?* M20Z\X!A@D!D.T(`$-)Q!&!2YQ%8'"2NP*G4$IH+:'Q)`!2=<(@FE,B=9!^NM M!>C!!EWXP+8L,0(B+*`-99-K#P[0`@#\TZY+!($"-#"#^.P@!0+XP15*(`0) MJ&$#;C@/85?+K0'$00TFX,9[9.``$EPVK`30[!_N$`&6<4`#>,`#!.;`!>8< M00C/8:URH^6``8"@`+'0QA&XF@E+@)4)`/C*&`B3@>99H``X:,URQPNM$#3L M#U^(JC800-T_C"<1!:@L`Q'%7>\6H`'B):]^EQ4!NM2@`-+$Q@#_VGL)L-:@ M!FZ@2Q\F)G3.4J6_G*6,ZREK?,Y2Y[^;VA@ADX(*Z7:(`#9"`2)CC@S]F@ML8((#7`$$!TA4W\Y!!+5X0P`O"(,% MJI`"M%WC!K#*Q@"F\8T\A*``,WA-`;S0_S,2##4`V"1@`0ZB0;70H0+7<0``0NAJ$1%K##B`0Z_2` M$`<84"H-!6A>%3Y00$SL4199P-@9UO%=H%GB>']0`0@@%("W7#MS&&N8@AA]?H@`:1M,ELK"\/,@!#24HVQ2.)(`>=,$":!CUP;F6@1KF M(0,A$$8"B%"[,__P8`,+>,,/%,"#6KQ`#2\XPPQR?807I(`*>0`#HS30`\'* M0@VN;E`!-%6`-&@`"#18`!4*$```3`$((UC!#':P@1ZX00PVF$`/SG,"-^#` M"6F(_#6`"NVEO6(!Q!,(%5)0@!%=/0W7D($7+(&#'NRQR#+$0@&,<(2U(SSK MEH`#71+01T-X`@'`"'Q3@7&`577]=8H3)U.$*PGF\6,92`"<N5\(]-VLX!*?Z`&%2`_^F`:3A$0:6$)]_7_!^/7 M!4;01Q'P1K.P?E)%&#JD`O.G5$1``@Y4#QEP&]M3"Q%E70406]@`5'_`!GJ@ M!0"'@+)`?RJH<+*0!VZ0,IA0*04P*4>0:RT@!^#&@1U80VH`9Y8@@O*S`VG` M,I[!`0L0!\V''JO0@E>0,A$@1M0@>)A0!WIP%C>8@Q&3!C6`&G^P?]O3,!L` M!Y9@,5UE#4CX72^@ADYH;UD5,]3``!O`0720!Q8`?):P`W$P!G>P`3'D)&"X M-1YX"3R@/4V@!C%`@AI@2$W!`WB3`0`%N4`'0\`!O/8'>)``,N!"LK`#(2`` M4*!R?ZD`!R`"5-!\,2`"=6`'0\!!#;`&59``&%`">#``#9``X_$`DTEKV)`$ M,&`!(H`'=4`;43";10`,%C``3E!L+F$!6+E;R%.<9X('3;``0W``%O!.4=$` M5K"!:WE1$R<&2C:=V!DJ#0`!L)F=WOF=X!F>XCF>Y%F>YGF>Z)F>ZKF>[-F> M[OF>\!F?\CF?]%F?]GF?^)F?^KF?_-F?_OF?`!J@`CJ@M)('`PB#DQ`.>!`R#(#4-H"6/0`Q]2#E;0/$'* M(^:$`=)A"<.'#65P&$TJ#C1P7B8@`\-Y#4L0.CTA`9P(#A$%@F"@!I9I#0M@ MI2>@&7:&&A*C+HA!C+P!F^(*$9PDUX0$A0P!R2` M(UOP:#-P3Y?`)3;0`7?0`7'0`T"P!6K0`V]@`G=@J2^@!$[P`1M@$SR@`SH` M!(YT`510+I;`%3*0!B*0!RM@`U,P`7-@`Z9*'H+W_X,+X`(S$$LV@`)5,`D`#BL@1(\`(7<`9S<`+#F@%S$%L+(`8.``(DD`1IH`9/D`)%,``V M("4<,@%&H`%N`'.1^AB3>@D(,'I_$`)7(%9T4#)<<`B@F< MD0$9"6!:(`$VX'!-8K`!1`4"0&@);6``(X`$[5>"EH"#94A4$"`! M.D`%1+$!9Y`'.O1=`>$`8E$`2A""3*&'UF8)<9`M?T`!H&<<4O@-7>HS3QDQ M:I`/$J"&0Z`'69`%%Q``19`"I*L#Q@1!(_`##T$',O`A<\"C>NF(A$!=?0;UL`"8](9&_`%BWL&@J`&&2JYEK`!$X`'!]`#M(&YQB$6$H`2 M15N(3SA($K,*$J!>?+I^U(<*XWLD$A"F;^H9:VH'@I`!%(,0=[$\[7J\!%NW M?X`4ER`&4/I3SFL)7\`R)"`69Q!C`\`Z>+,!IL&XZ-%M5!`&WJL/*4``EUL` M`0'_!]!W'"*X/:&+'C]6`D^@9!+02O-["6O0`7.P-)3@+TUK"4G0`U;Q!TJ0 MCXB8"#21`>?"`0!H"1)P+G-@=0:\&`5+?%GR!T[@!@$6,7-P$$WZ!;FQ>5C0 M!5]01V4A,P)0`.&Z`2#0`F!`*%I@`!(`!&!``Q$8PANP!7WP?T3@!>9+?1P$ M`"1@3&J@%J^0DI>0!A)P)!Y0$L;1HI6":=D@`08'`!(@(#\%?\8A1G>0!GW7 M`2F0`[<6QF)`2V?3`0BP?PB0=7,0&%&\&$HP`;%+C"@@!A'0`4,`G'\@!&IL M`"L`!TKP`WS`!R)@!UUP.EG0!B,D`2`0$0[@`T,0`7S@_P0P$`%[D`=!P`<2 MX``($`:ZJ@0*$`$.D*P?T`$B8`(2@`4ZT+`2L`%\0#80D`(K@``"(`$JH&Y! M!@%@`&P$0`8I``(_L`,M`+G;8`'L!`(YF@5*(%CX/`'?M@*0J0,:(`$0H"%V MH``.<`$(`"$&$`"W7`-@X`$3D"T?$``78+RM#!190PUT4`$Q=@WBY!U<\$2' M=-(T7=,V?=,XG=,ZO=,\W=,^_=-`'=1"/=1$7=1&?=1(G=1*O=1,W=1._=10 M'=52/=54/;>Q5J$4:@D\4PUA\-)5C0TU\&=B_6=XEHXIH`:0B0[ORCX\405J MH"JZ80,R31X70`+*)@M?(`,9(/^W!#`!KF.'*FD#`&$^`Q7XT-"``!83"^7T`$"0!2LD`'58#`Z*`#5J@333`' MG;%$*P"%&OH":H<)'=`1(C`'+Z4!'4`&`9`R32`#&%L-H$8'K'HF(C`#2A8" M(F$`67`^F``&,Y#2EXT-"5`/3N%[;$@-230J:^`7:F!230%@Z6@#G5L-)Z`& M!02]3+,![G8)#]`!$="A>>8S6[Q7&7`D@B9Y[Y6P<@#=T:T-)X@),;`H4Y`+ MG$%+41``&W`!/50!'J`""H!-34`!%X`$Q]`"(9``*(`%+)`+5D`&/U8%#1X" M>=`"4X#_!%3P`4N``!H`R=A`!A`P!:L]12\]`2E062V3,EBP#E!@KRJPWB+0 M`P,``%E-&63H!$;P`3H@`<0X!480`XF8`5L@!0/`XOU=#?\M0QO@'AF`$IQ1 M!':`Q!C@`/I8`6R$`.GQ!Q^0!7>@`GZ``\_5`2#P`6K0,!<@!P$14F5@`5?` MT"2@!B#@!P,P.?!M#4TP`0\`XUDU&*A2`,_J!@ZP@2U0`'US1X>$`<(`!#GS M#!$``D:PH+)PQB'038`1`(%93 MX`:>0A9_T!O:[NK8/0?6-@9B(`0PT#.ZHP@WT`(%)+UUL:=#J`:JD$X`-"$G!\<)TEL``7'PX# MH`$JL`)BX!9./D7!J`;^%@!8\``HX/\T0*H!+6<)-'`N1F%=/?`'8>`TW7H) M9]"Y!Z"/4$8(8Q$'VY(`;82E\`'(A0!2B<+)I`"C&T`XR$$+^!795!2UDW0S0,!!0\#S4$8"]6[J MEO"N9"`8?E!"EX\)F1T',\#*"5L`:O`&5<``[,$A**`&:C`':@$`>@`(!7$. M>7\7-@81&@]_:FH_!QE)?S\],T1_*05JKK[.WN[_#Q\O/T]?;W^/GL3%5<.#BI&`BCT^`/P#\C M*H0;U:)%JA@*4:DQP*3"B%$PN!!H,XI(A5$Z"FD9U:;@/0(,$,9(Q23E*@(5 M..J;2;.FS9LX<^K<`(B(]+HTJ=2K6JU:M) M#1PXNW;MX\^K=R[>OW[^` )`PL>3)AP(``[ ` end GRAPHIC 23 m62094tom6209411.gif GRAPHIC begin 644 m62094tom6209411.gif M1TE&.#EAC@%U`>8``/+Q\[M[,[+ MR'5S7DXK"MK(B%A'YZ>;BU MM%5245Y:6IF6E'AU=.KIZ*"=G"TI*<'`P%E55#TZ.5%-3'%M;-_>W=_=W,"^ MO34R,F%>7(V*B28B(DA%1(!]?-C7U6AE9-'0S\3"P=K9V.SLZ]#.S>?EX]+1 MT#DU-)62D=;5U,O)R&MH9Z.@GQ42$K.PKM;4TMS:V'@WYN8EQD5%1T:&NCFY9>4D]K8ULW,R\K(QHJ(B(.`?G-P M;]W5E%M85Y*0CU103TQ( M1_'P[XZ,C,;$PD1`/P\,##,P+SPX-N_O[RPH)R,@((^+BDE'1U)/3Q(/$!L7 M%_KZ^?GX^/O[^_CX]_/S\OW]_2DG)VEG9_KY^1L8&#HX./___R'Y!``````` M+`````".`74!``?_@'^"@X2%AH>(B8J+C(V.A@8=CY.4E9:7F)F:FYR=GI^@ MH:*%#0"CIZBIJJNLK:ZOL+&RL[2UMK>XN;J[O+V^O\#!PL/$Q<;'@@]B"*\G MR(I'7R5'`T.^#1(87V$OSW]Y`0/>B74\&W`:(CMYNDA^*6IM>B&K#55UXX5L M;EL7$PXF?GU(`T>&GA0/D)6)@(9=/D,<'/20H:9)0$1XG&!J0,B#G3]X%-F0 M(^$!#11<0C2X0R=DH01'COQ)8&>(#3J#AI3A@^<(G08V7!+J(>>`(9L)!"6P MT<":(*`VHB9U$C5JG9H?!^&QD6!IU08)-`K:FL!F51OX%HVA$/*&@R!!_V+8 M&'2B0`$K>2`HX/A'2H$@@]8]-5#@AUT%!@A8$)3!@@+IX42&H(A=,O/8P,JK*"P),.%Z07@N"`P!\+#GC, M7%.\2I69(WQTB/$G3(DU$UI\&"0AL(@-),#0!`H8@`#"'&A0,0`114Q0Q1*$ M-"`""81D(,85+"3A!@#`VUT,`<9&:8Q@2$J M.(!#(48T008:1$"61@L1@!#%>0XT(0(:>E3P#_\.(N!@Q@UI;$%("7VL@(8# M1("X1!4.4,&8#PO,H<8(#I#`0@:,M,&":'],$$`47!`A2`DL["&"#SV@!`,^ M);CAVQ]U,*$`8T82D<(7:3SA@`J"9#$!%#PX@`0124+ M#H`@&P8E#))`"EL8@00.]("`!A)(;&&%+#D0D88&@P3@P`6#%"#1'R.0P``# M:?Q!0AJMB<#`'P(0\4$637`A"!HD&-"#`W_PT,02/^C!A!:%&)!&`8+.%`%=`X<)PAY-?S117J"X-#"``1L8<(85!RAPA!`S\(0D3+@UQ?!@'!Z>#`LBX10!):D)HN MT`$"YL`IL0RB!&%`#X4$00(7#`(%$#C>'W0E"!"4*C!;&P0`R-0?8SD` M?VEPF`=$B+0`%_^(!H-2``$ M@,%!&4!2@A(TH7$-^(@`SB8(S`E"`0L#`[80>(8_(($+.614I\@@@!0X@#;& M^D(*Z&%"9@Q"-!)8%BWP<#:MN20`4P"!PR!02#1-X/\"-A@`N2I0@A%(XGG, MDI[]U!.!!7P@`FCB@?GJ@(;M$8()/5##D-B'`1_$@0X;,`H3UJB8 M!D:B@`0:,,`!U#<&",7B"2"8@@`@)X@`"*`#*?B#!HRPACY.H`A;`(%ZAD"% M'SA`#*B,WB!(P$J*6 M#)$E>T\A:,""-31!`K)I0PNDD91]`J%1V$)#!_@2!EX5P@FNPT$3=F6O-#!T MAVN@T`0FD((D.,4%?3!"#B`$*C-8@&KL8P`<5L``%7C(95\`PQAD\(<+G,`( M/L@!_P]V:8$TI&:R+4##&D3`(,#\`7!_"`*7C"(X/,A!!%X01`?.%H<7_,`- M*A#5'VJ@AQ_X80,I%D15ZV@>S;7,"`Y8@!PX(`@D,*$+"7BM(#Q5"`_XX`UB M2$-2TN`E04A`2DC87A1^"`LND&`/5%##'/KH5P,PX0`6*:P.N^!($1RA,UN` MGBJ-Q4I)H*"/*_B=(!;0V3]DH0@XX((;<(*`4B&!!6@0QQS6MX,T2/>8%/!` M"]3`%S(4=Q!=8$$3.)*`)F13#"`@00J8,+QO(E<00H#@K_X`A4,*P@-,4(-- M?0,"&)3`#QYVPWZ\>5P_%XND@^`!0:E:!#P8X(^_.Y7X_O_@@10\;0)3^`'& M!&&!&PW"`T&LWQ\P4(`>,$$"/0B!#P3A!O/@`5P7J!\90H5.`_A@C(M`@.[^ MT`?DM;)-,HXFHTK`$3WJ>0DM$$%(E[GC/\SA.`J0$@]!)!,DS*&;'Q[C'#!0 MB"NXX`=1(`+')."'`+8```4P'QGY``N*.["Y.Q2`A/3`*R)L!MKS@D`#ZOD' MV,A9$/>B>`1LJ+P"N$@0,W#`:YW0ACJ400H.R&$/BK@!.9AGT8(H0M*]Z8`] MD+%+@@CC4TP0!RS,F`L0Q`,7),D&-.`#@<0`'1(;Y%IK'@3Y; M(8A_V,(,N/V'-.C!#@1P@R"2CJ6 MY@*(PQ^N,*LZB$#/Q=W":PL>@3`TBE$\K`$75N#':?^!"#D41!N4+%C";YL) M#;C6>ZL:`%OJP*ZN&`/S&::''01@`DH(?4*(8!1H&\`*/`A!OP11!S=`#P0[ M.,!MM=D!,YC!#SW``VF``#U`!-8F"`1@2R8@!S>2!5YD`UP@3'`@`'OE3MSC M`##`8"7@`/TQ`B!`@5O``Q&@`4I0`G,0$@N(/T\@!S+Q>'HP+RPD"$O`@1L3 M6'.0`ANC_P<6J"[?)@`;``*B`0(SD@%S$'L3``<4X$0!0`!RP`,+D`)HT$-Z MDA`$X`L`YG,S9G,[YG-`9G=(YG=19G=9Y MG=B9G=JYG=S9G=[YG>`9GN(YGN19GN9YGNB9GNJYGNS9GN[YGO`9G_(YG_19 MG_9YG_B9G_JYG_S9G_[YGP`:H`(ZH`1:H`9ZH`B:H`JZH`S:H`[ZH!`:H1(Z MH<5HA13JH`U`G!>ZH1S:H1[ZH2`:HB(ZHB1:HB9ZHBB:HBJZHBS:HB[ZHC`: MHS(ZHS1:HS9Z_Z,XFJ,ZNJ,\VJ,^^J-`&J1".J1$6J2QB0?O8Z1*NJ1,VJ1. M^J10&J52.J546J56>J58FJ5:NJ5^J5@&J9B.J9D6J9F>J9HFJ9JNJ9L MVJ9N^J9P&J=R.J=T6J=VN@I*8*%WNJ=\VJ=^^J<7:@,;H`$\0*@3%B[:)@A; MD`[1%P*@`D!;9;`!&C0(9[!> M1(`F.^`#1I``!,!%M.$%1:`.A=`#:9`"R$HF'/,`[9,$`?`#&N`#:U0(8)`& M9\5.6\!%,_0'->(`%#`$')4>&6`&25!/";LH'1`V7L0ENX(3&<`$1%``*-`! M:3`X@_`%(Z!3B0`$7,0"W_4';G"JII($7,8(0A`'?D'!D4(ON(`&"`!C-!`7`K"$=` M)NLC"%/0!FG@`Z:`!6$31.U2'ENQ`])#N)N!$F^3.C[@`-"T/&DP=V\`M'J9 M`C[0&HA0,ERD>P:'N(6``%CB"#K0!Y##%S7@`[Y;(XCX!X0[!^8!`4KV`FE` M1X+@6,52!O,CN8/`!7*`3ON9!G*2`%R$.H(`/BA+"/G!12TWN`I;!7%@4^5; M)+*!;0ZP'XHB)U>0J.S*12F`F&:@`L-X-A<@`FF`>5QD`0'`*-!$N&_P!VQ@ M2(.3`>L%37'@`')`'1_V07]P+0[PM*4Z!Q'`10LS!X1)"&X0C&.;".9;"*\Z M%DS@`)HE""$P`L2[_S`0<&DA[`#@AQ[8TA=MZT6*8`(]E02)L`)4T+H!Q;P1\%5_6P.O90*`9B.#0#T][`'# MB`&PHX9]@QGZF09I,`7M$P>IAP0:,+SQ,@@3$`7_%<@L,,52_&I< M-".=,;T.\#6%<`\0DS(OU,VP5ALAB`"!6#')+P("-3$B+#+6]0\F.P\7+0!R"@XX,,$ MF.%8/4P>-I(:,;`'$%"+N)N?:2`M?]!3(],`:L`=K4L"3C$R=7``!3QUA`O( M&(C!@J"'+)`37&1UBJ(&;$`&8CP(4Y`$##`&^*IC4Q`%7.0#8)`RY<%L7/0# M*(`\=5`'A'L!`IN4I%6+:,)%:G`(OJ`")RL) MBJ`$P-C#AI!S+NT`<1D"9_-9;TQ_3/`%2W#$/`?0@N!;[L(1)$`%'%"+_[K* MMN1/&A0%[%P`>U4]@O""-,1%4RP$-LNT'"4'U43_O\R@*)*<`;0U"&&0JBI0 MBUO`$0(P!0U0(VD``8KK`-IQ!#D=`P[3CX1+!1G0NO@S5U.W14R@IY^#`V/( M1>[T`F/[5(+@!?[4!$G!0#AAQ"?$`H&L4[S=-4)1!^T3&X>0`VM@(,/(NV)- M-K4X6D:@L\'C`'V0%#PL$R>E.%@``H9")A2DGSI`Q%"0`5ST!5Z@!N/W!T<\ M`@```$F@Q"^<0XHR=8;DA860./>P>Z%"WZ&""$H0PWLE!_O!`P"5ZP$3@%,^4>I\YT+J]?%D;;-T/P`;^Q$5%`(PE_@?H!0%Z1+)0 M`-P.<-:$0`<2D`9)0,8DH%-?<,0.``?P:P!RD`8=\!@G?.8'8-V,0@$!(`-; MW0<1L&Y<-`?#V$%75),(Q%`DTZ<"5N``(_\@=5D`8LL!A@L%X.P`+F MBS1DS`)`VP!]X`0)<,(AYP`M8`51T`9<)`=/0+%^F])XX-(^``(98@-(T+IT MBP5KD,TBP`(^,&<,("5Q$+%X8`7@S04I$.R?#MQ9@!.=,0=#0@6LG`9$=I]# M$/\$2F`"X.YA0S"4IA`$,Z`#2A``-_`FA``X>*`#,P`7-/``'E`#2I#"(;:5 MR1`$47`#5UD(X[Z6@F!^Y(Z3IH,'&7F6-Z`#.Q`%/!D0!!\`.B649XF3"0$2 M/&DZ)L"4?Q#P`1`$"7`M2,.3RGEA2[F4[/YA/&D2`=#;+.#1@A`#$'`#00`[ M+_#Q#;`5#Z`#-```#P`$\*N7X-[60\`1IF`%,:`#"?`^7"D;I0"HAX`%JAH* M.B`L4'\,*/`!0;\),F``?7SU8!_V]PD!Z^1"8F\+%Q`!$:`"81`![M3V(E`" ME#,%5J@#;>!A?V``)*#VT3<&)4!4*^`&/D`"H>H&&3#_`FI?X&I?96?/"CK0 M!&F@`T#&!`S&-RI`ENNUWLSB:%I1WRJ0&A8@`.PPLA$@`WC0!2W@!D'@BD60 M&D-@R8WO"FG@!R!1P"-#/<87>'\["'9`)@PMPY`N/@K`*=0C!WPK!$FP`YV# M`WPQC!]P!PU@!!`!#N0`'QP!Y4;^YH`OB;%1=H1$<;7`+!.'^+C(V. MCY"1DI.4CUXUE9F:FYR=GI^@H:*CI)\0#FES:0X;4'\##FAB;0Y%F(MP5$0. M<8PA%'A,#GT$3W]R#B"0%ZAS_\X.#E16$)`0929>!`,=)*7>GPPGW^/DY>;G MZ.F3J3\](`X4?P$.*570.XT^9Q30U'\A)?X@H47$V(1DC6H$^2$BV0$A0GPX M&+#)RP`=!HRH,_=#R,:/($.*'$DJ#9-%5!P0D>=`@Y-A$X02`'20!-7``I(Z6\.* M'4NV7)HT">ILB<4230,9JT0TH$'DP2(>_?ZI8!3'P049*Z"1*!&A@`X"#3*@ MBO%T8@(-7*IJJO#'2X.RF7XD48*YL^?/GV/T@%;EX)PG09I`>_-'PFIF!/[@ M8>9@A/\1%V@"7#["94(5"K1Y!/CB(TN`H`X^Q(#E8`$#:#XZ>:$Q!/0C`'TT M6M_.O?LY)07"BZ?QYXAX"W_HB`^/GL9Z`N$)Z/QC0`"2.2XPK+_Q!\)Z(.MA M08`*RG1B1P\<>!?"#71XY^"#$'*'QP]6L,%9)BAP$<4G7AR@R'8H2!#AB"26 M6)83=U`B0`$-?F*`%-Q1((:)--9HXXW;Q1!&=3CVZ../94'@SV=CX`/DD4@F MB4X=8'U60AA-*BGEE.CD$0`/6(I1@!:,1($E"I2$@"4/`2V"1Y25&,!#!V!. MLL1G*W#A!95TUOF-9EQ<,,4(3"#`"!ZJN4")$R,X,,<*C!C_,%,F-K3@`**3 M5'`99KQ-8>>EF#KRX20&I.%#!F:&@4$C:#A@#"7/D3#I)R$XP-,D=R2`&1X+ MI$!9IKC6B48:$2SPQP,XL.#&FXP<)$(C0>`#!A?CC2@`;) MV.`(!VJHL40-.$2@PAX17+`(`C@TL8>KBT0`PAI'R%!$!#ETX`:/9%G`Q*:Y M]HLD;T4<\8X-0651Q:N+0,/#(Z>@$04RQDSA@!PDQ.3(0?0:U0,04N0`.%&T0'1<8_ M?MEPUA6.FD"&`Q)`8`2_81G`A0$]Y_WC`%NL(9$-*+SC`'J,(".B(\;^L8&I M?T@\P!,.L'#K(L_Y@/0-402UP00B_`"Y`T8@`P6VQ[;Z1`)RI$'"!-46VD%G M">#`M-ZTU^B!'$54@(P-'!BQ1BV-!-7&U7\,T4#B)3@0D,060-Z&75@[X,9, M5$P1%&L`O+"6`P2L8D)0(B1P@`,=[`!-#W]H^_;"YP`1`-V2+.'`S;77/Z(. MT*@!#0(";,"&#PB33:G"L`@4I,`(!G``%P(@$:DA`'(3N-C$\'&[`D#.!SU8 MP!181A0"D)P!TN&0#&/,'0L0``%ML0`!8Z8$`F.`<8&!E)1H` M`S3`#Y'`#&8D.K"!7X*$"ENC!`1&0#AA.O.9C8`#WL*R@P!6H@K_3/@C-+<) M3#:(90=@0!,EHI""8W'SG(@DUE;LX((<<*($((`>.N=9.RNLBB0=&-4F3*`& M:]+SG_YJ0`U),H(S<`(#7$@F0!>*J6R(!0Z&U$086C`GAEKT4A5`0A#"L@1W M@`8:=J()4GFI3H&D!&]N MA0.VZH02]&#*G1JU7WP@Q0[&@`1/'$`$ESRJ5$V4`/YTX@51%045BJ#)3!#` M`568JEA))(0CA`4$^N1$#\XVUK8J*0@1!<4%<##*?>+@=6[-ZX_HD%-1X`$$ M/_#$&9(@4KT:UC/WS,0,M#**%:CA$P(H_]!A)UL6(&Q%#07X1!@80-G.DN@% MI'A#"IS2B0.T8*.>3:UW\##-4.`!!^KD1`?VHMK:6L<&YAI%1"3#B2.HP5*V M#:XY*LH)*UB!%")H(2<.P`6K"O>YWB"N)HZP`(5V8@!:N`$1ND"**E#A$V9P@'OW.XX4.4(&G!V% M!=(@`T^4H07`Y:^"*3!@ M8DGL``,*&W&I+B&KD[##KLI<"1M(%A))J#8GP.``.(C`GXOH0@A"L(`(1(`( M<"@"!0Z0@3S`O.46/8`46D0))2!#YY$(=@ZZ"PDKY!PGK/X``"4FMA`("8PH(<7J.'5D@``"7XP?DH0@>9V=[Z/ M>("#19!`:W@P`@C&`(0''$``$I"`$HJ@G>Y48`R55PE$T`)6P`*W%PDQ@`;C M,TF1D`3.]@,044 M$%>20`0;8`(84'"0H`$=4`4D8&2.P`4$]`=QP`!`=PYY0'45B`X\(`=5L`5F M```-(`<\T`,BD`9",`%[4%$/D'Z=H0,;P'F3<`1Z\`,0X`;Q]@AD``-RX&^1 M0`$:T!]$$P&$%X0XPO\#:,8(->```5`!0\`E++`!(Y(#)"`%,%()'Y`&&<<` M>!@)'M`"38`&5,@(.C`"*D`&84`'7Q!6CV!9;%@B;M@(-^``@M(`'Q`%?G`X M$+(!6=`?\B0)/>`#^&`$L!<)7L`$;;!WDH!=(``C9X`#"Q`%C50!`8`$)EB) M$:(#&I`$-M`B#;!"55`%`H<#<+!12C`%^[8=&F`N;$!ZD8`$#A`"#4`&"1() M2E`+0X('?M<()M!B&3`&#J`&;B`1O>B+$+(`$_".A/>.)%`#%_".]_4`3*!K MVZ$%:G`+8A!;D#`^,1`$)$"-C="-P@8*1^`$O,6.AV4!&4-*%&"0C?`#U_C_ M`5P09I#P`]&Q"'9P``WID`NV`12P*C7@49+@`R'0`1308HV0`!W00XR@!&TG MDLYT`2(@`B1@=$8G`1O`DRP5`3JY`7$@`EO``S`@`D:W`1(`;QL0!G%@="H@ M`ANP`20@`BI@>AU0`E$Y&$P``RP%EF&0`B7@`AVP)AN@`A*P`!*P!2''`CAP M,!TPEU,P!2Y``4S`!&D@!G6)`R10EX#Y!75)`8`Y!3E@!H69F(JYF(RIF`7@ MC%.P!'7)EU,@!@Q@!@@`!I%9``/P`5.@F3U0ESF0`V+``1;@F0PP``70`T]P M`!]@!@<0FTOP`0@0FS_P`Q80FP?``%I2`+&)``A`_YM+L`2NN02U>0`#8`&^ M>0"W:0$]8`!+$!X?``86\`,#8`0R8`0%4)T!$`!&@`11$`,H8`(O$`!`\`(S M4)XU$``W0`,)@`(Q\``WD`!X$`"P]`*OU`!X<$D`$([H)`4*$*`".J`$.J## M^00#:@`*8`!!8*`*$)P]<`9(H`#P(08*@`0("@-S@``],`!"\`$%X`)S,*%& M4`(,L`<%H`"LN0`.T`86BD`]X#D*\#$;H`!Z0`9ND`1A0``,\`-FL`0*D`-, MF`,_P`$%L`1=T#Q3\`$4T`,2X'!F<`%BL`)B4`5,N0`P,`$JL``:,`$=X`+X MMP`E\`5PH`$J\`02H`$2,/\8$R`!&#`!`C`%)5"/)/"DJV.5$?".>CH!71H& M&]`"<%"5JP,'8R`"<-`"%!`!+:"GJS,!"P`'[X@!D+JGE%JIE3JI$["HECH! MF$JIASH!$0"I<#"JD+JH<$`")#"JH4H"<3`!.WFHK!H')#`&:$`"UH=CGG9S MC(``&]`#-IB!>J""BW@X8<`$36!E-LE?;"`'-R:.ZA9HC-`%*G".^&(#6!`! M<@`&JY)ZWX!UR>I2",`$WLH("7`!:L`%"Q`#%R`!:2`"4A`!3"`"$D`%>B`' M$M!\Z9```A`&H&(!8)(55J`$MV0"B75NWTH[4U`$=>8(>0`$*T`!!O`&)5`` MWA3_!"X0`5A2`A_@G^=@280`A2HLP^R:C7BL?H%`B(`!-S#"$7+ M:6[7!#70*@80`&F066B0`E8@0@Z0`&LPM7^@&C#G-`[@!']0<0?G*/HEMB,2 MKC=B<0#XVATTX/^M=A`$BN`!$"`KVVD$G*4$D5@""S`$45`" M([``C'4`($"6E[$#F;4"+,`O2X$&\HH':=!40S`'(0`!2>`%SG(&[TC&%J4$ M,.`'=H$'3T``2J""FM!5-F`#=?8`R?0`)3!R9D`P%U(",^`!Z*.E2I`".&S) M)!%A.-)H'?,'CE(">!;%T)`&H/('J3`'VL4(\!$>C+`#MF;+PI4`*\-98\`% M?Q`!804";J`#/*`,YD,"*=!^C<`$`E38#K@`PD@`>P#`@5@ M!6YPS!G@`Y=Q1[QL`2;0!!!@`QBP;E%@*CV`'GC!&ATP`BC@AM```ML8T\%4 M!F1#-@1@`J[R!')`&0UP&7"`"CZ`O(53!69`!A%4!2(0HBTP``^@!QM`"'\@ M!=$P`T%P&2WP`SJ@M'\0OQX`%U`P'SS0!R1@!Q=`NQ!8TR9@L&BM-Q5#K9GX M.+O,``H[`6F``D80?*N0!G"P"(5R%@$!!'T@#&D`!`VP,G/@_U'LBS]2\0%, ML`-P00(4\"8\D)-9T`']FP,.0&*A;3\(,$(LL0?3?2S"?0<3(`?A:+1/L3`^ M@0(SX`86D%YE8`59(`)=O-4>H`1-@#?G]0?)HP=M<`5_D-PE``<,0%O,0+C1 M+4SF$W;S(`!U`!.J<"P',0(1,(B+\%4'^`=SL#!6$,"M4E@%0,U=D`820`-I M<`'RDUE%@&94$#/^G=PH,#*'$Q0:^=^(9`<"P``-0@?E\P<[L`!BNE%B,#)< M0&Z,X-Q!]A1D@`=%>P6MX@-Z@`,QD`%I4`4E4,+F@P`51P$$<,Y_@`9N``!> MH`@M(`(TL$+F%!3CRN+S!"IGL#5*L/\"I2BF>(`':M`#*H0#7``"!)``^E,+ M#V`^3\!!P>PKR(`#6>1VK\8/.1@4T"WFAQ4#QQQ8,;`%5(HT!+!&$7`V3`G, MT?<'S+#BAIYA=>"2?V`"*S8#8Y#IHC[JI%[JIG[JJ)[JJK[JK-[JKO[JL![K MLC[KM%[KMG[KN)[KNK[KPG4$F,[KP![LOR;4PBY6"Y"0B[`#5,X(BM&#Y7`! M>FD!6BL0<.-3=``#3?",BR``(=`%!?`%U5(*,V`/%A`"S>P-,1`"G'$$(/$.@`QIC`).D`RB@`YX6^SVTP&J/("!>0`G"0 M"OTA`BGP#@+@1C```@7Y!1-PK.F3!"+0\1!0!&3`!!:@!$R`DIG@UBYP`TQ@ M@@Z@`M.]"$^0!J6H/]2P!G_0!5O0/W%@`A@Y`1?P%BZ0!%-`>7BP_SAH4%BM M$@&*4`9X$`1)E`-&,`58(`$>8@8^@/R+D-X4,`0[T`1)T(,1D`;5P0\7=@-0 ML@@]0)A8\`IU&=0CD`8+ M:BEXG!Q`$."'_4D$CF`$BR.6W6^$CSP\$U+FFB@#C'#8`(%D%P=&!R9(X]6FK6 MR.$2Q<$*(#'^""B"IZ#APX@3*U[,V%\,-4\B$QG1P(8#B']XS+GQS>(47Q!M M@%@PR<8H)C\>9$G#X@-`+Q)(1YK`Z18,3:(<*,GI8,8?%)&*`.5,](\++C=P M*&7:RP&P2!4(_,'3HP]1%D"5V8,P)\.?!!7Z0@#@U`N(;?@N.$"#X$4;'"P: M_"G@8TBO(/-],''_(1A'@L8`!BC@@`0>QL`%DF"0Q@`-X.!&2AW,48$;)5@D M0!U)0-0`'&[@1`4$!_RQ0A,2Y)"`$2VH\<<0]O$C0!@)F&`!'A%(XTX.*#CP M`!TNS.$%;_A)\E-0PD5"0A%.4+!<4TI4U`TYD6BPQ1\^1`#`#KU]A4P#*RB3 MQ704G'!>/E@XX,-_&C@PY1\6D/4''0C8(`,*9#"!AP!$V%/@GGSVZ:=B-:3Q MA"0K.#"!$@1W_W*( M$%,D(:0!C1)Z@),&$R0@X0!6=X3AP!<4H'''*25HH,$?("01!SYX@(!9`7+T M&A0+#ERPP`@!`)6H#0N`<($1?_;K[[\`1U+'+)*8T,4'%OS1Q1I39-"!%VRX M,(8%7]S@10D=_/?'#B)LL)L%!ZS`@!>@ MAPZY!TB4#H0'W"0P0HC]"('$#Y*47OH`D20P@!"36(&$%J+W[OOO_`0Q01Q? M-"%'#=PT,,*R.W.#`1-S.$"[,L-8]<<+*<0A`@DI69`"#VI(!_SXY/N^`1&H MHS"'%?<<0<X#030X(!2;K&$ M/Y0@%&]8PP]TX`/T3,($/E":)#YPKBUBD001X,4?-+$F,1KRD(!K0`'Y&!6(X$=UX((M.V"#+?B`=Y-<@@.,P"XY2*$' M$IB$"HC`/RJX[0)Q^X,&N``%`ZSS`7[8QA?.,R5$FSZEU&3R#X8B32A0,?(.,/`TA#!!R`/(2Z]*7[ M<((-K&`%C=D!"C&HS!W^8(/_T$$(*:.##6Q0F$D,8:@V\$`>(B&$88XT`PKX M9!Z0"M.J6O6J6,VJ5K?*U:YZ]:M@#:M8QTK6LII50&6X@`#6RM8,_DD*`FB; M&5!8D![HX0C\:,`4"O``2NR@`#TH3!#XQX$3@*P`XOM#!GK`3&+RSSM_D,$' M$.O4/]"@!V(H0,K.BE4(I*$*`FC""*80@1$@I@PZ\(6<",8JA7 MBODX0`[R48`>=B>)`DA/$CQ(;R0L$`8`_,`'(AV!`_04"0.@P0HUR)`)OJM5 M0$9BIR&8@!K&(,&O^6<'.,`!AQNP`0J((0DPF,$6'$`$VA4@`CA8P?LJP4K( M_B$/$JAF%4(UA@U04@YC:,`7QC`&K`Q@#`\80P9>%HD:B&`,=JP$!!0DC4@D MP0<^V*D*'-`&ADA"#H5,@XTI\<@_()'!591$&'PP9@I7=;R2\(`<="":;4C` M`200`!Z88`0`R`$&!-C"''K_X-\0.6!4&4A"%R`@!]E0(@))H%HD>."`'9P" M`PKY@0E:$`^%/N$">7QC$N9@@0BD0`D0((,%MD@"U$D9`Q+!20@ZP`,Y%(8` MDG+`PV5``$(_A/!H@Q\%+%@04S&$," M*(#?23P@#;75YQRZD((*W&,(("#";K2%9H%1X`LB7_;<(@$*>Q2`"W<0`)0F MD`9[!(`73YB;96C72DC_IP=N2*PD4."#XOQ!"7]CPM8$50Z(M*`%40C!TJ/0 M;#D$05WVR/G`^9.#92#A#B)(@VRM/.%($(`)?8@@/NZ-.X`S.+!T^((*=AKW MJI:!"T38K"^J4(<2D$$P*__#$9A`!2\LP0]N)(+,8^*`-7P@"PXP0#DT4(_^`FE3XPQO:T'I* M3/D/#4`&F)`9/B`?(5`!`!`'S#4)J0=^T!$"A0$#);!4=4M(%3.`#&N`!,X!E'/8''(!E9,`&8X-@)44&#W``/H`3 M3X!EU8`'NT([D\!X3<`"'O,'6>`#8#8!/E`$?X`!X!S;D`&$E)"W@=W6?!%)*`'ZV$%8^$#WT8)!'!SE$!$29`"*O`C%R`' M9C$!12`]N58]S?.!?D@)%5`?_9!;D=``E56(X(<'J14)1(4/=&`"04`>AO@' M`)``+S`#=$`',=!_D]``G"@)#:#_`U$@6P`0`#<`!#L0``'0``\0`S40!3NP M`ZOWAU9%`PYH&`V@`9Y$B[SH.>.Q&';PB;TXC,18C,9XC,B8C,JXC,S8C,[X MC-`8C=(XC=18C=9XC=B8C=JXC=S8C=[XC>`8CN(XCN18CN9XCNB8C@31`#]@ M`1\0`$8P``'@<_F``F&PB']R`BJ@I((+<2!RK`!"FP`>0WB]QP!!O`=`*A`VS08/YP M!C]B`AJPD(<1!P(`![;&#V*0=KNV!6U0&$S0A_F@=&H`!R#@&O_@`BHP"5V0 M!@)VD0&2_P$W!P+%D0*M=XC-QCII<'&%N`]T\$0K8EJ2P'O]@=)D`9F5Q`3D)3Y(`87I)0$X92=V`-K\`2; MU61D`P%U(']+\`0D9`H%`_4`,>,".1``430`*\4P<[T``]P`"-)0E1L`%&\!\F M0`8I,``>D`%@T`\!4$N1X`60T!!"P%$0L`06>0<[8`%AQXAQZ0U/H`20J'U> M``$0P#YV``$N``%E\`=:$"1E@`1"EUXZ8`14HP.B"0$[]0--@/\$/\*7`N&7 MDB`"5%`&:O`%7GD#;4`$/9``:0`"Y+<-#F8!(P!LD9`!U04"$O`##[0$]N@` M3]``,*`!"L&A]P4"3)`&6/!&&(`%"L4)%Q"<89`&!*`,([``3!!E?_`!:&`` M+.`'`+`$<=@!.P`"Y]0/>[!&%\`?06"&H](C5>`&KC$3+.`#^"ASC>`"E19( MPT``+0`"3>`#76`!`` MK8&?^>EX+P`"7E$6U3D!Q?`'8F83$`%(:^D`0OD'!,"$QH=S-?$$O(`'UL$` M(R`'1Z`'+<$#20``EH$5S<()(?4F:2#_`I-*`G4`44#(4VG@&U$8%3Q``N\3 M`P3P2?N0*+8P`=Y!!QX`%5CR`&4``R[0!44P!5>0!FEIG6,@*2Y0!A`E``1` MHV:0*#R`)W^``$\``1(`$1TP=VHP!3JPIC+`!6I`361P`R[@!LG`!05%I_^@ MG[T4=;V0!F^I!^E5E8!*+BX0`O8J:4=@!B[0!'-3%J+0%`?@!C6P`P,0`E[` M!<7``^67J7\`!'V`!%\'#G_`KPH@!T$$4;4Q2&O$'=NPJC/V#WA0!'$@;(,) M%?E6B'=P`7LP?Q=P<99!!3F0`^]CJ7T5!J`9!68@`T0T`1]0&%4`$1,`)3@P M!0>0!#)@!`@@_P`VX"93L`KYQR3P`-]\!__6##Y4Q7,]05` MBQY6C^U?\!)K!( M%>!!T2%%KQF7"2('9D=$%.`!,D`!`A`3\V0",3E`!&9NZ^K``[%!(5P`"$:`'7B8)4JH"VK($-2`6+H"FP[`LD?`!EP%< M'Q`H:;`#&=`$(-``!^"F7#`#%-`'^\5(59``RM4#8""G*/`#(#;R"E0`(C$$240`58)@>-90<8P*X=T`;K MYVB4X`1$P(05<&=)X`:QG``34`(D0`+LDP,^6G9631#/I0';@`<>*"0@(-:$ MHWD=%X5KW4QH<(ME$`96,'4MN!1879Y]P"^C$'*3```C>7Q/4`1(H!`1-`KF M.0(^%@=7L!JL\]@$L05PX'4=@`:0-0:7K3!-T`:L`#4!`)2B!:)\0!V=<)I2H)`H!$XW(&7ZP&%;*#2J`%7SH)/M#;OBT0 M(I!LD8`#2V"XI4($E^U@(2``:7`$.D`*_/T#!9`&2(!]&.!>9C(6!<`&&N!C M.C`'(0`#E`8.@`" M7T`"E^U>"WD9E-`#?M`%#O#(DF!`?U`!3)`$DU%4,M($#UX0:``4D7``L8($VCH!/O8'*5"5@TT'"<`J9K8-&"!-%.`&&S!U M$/`?+,(/"+`5[2T)Q?`2!(^Y@#1`A$P3`)0-J=>>:*A`I<>`^\M M"5;`$I%P`6EP"9A1K7^P`2.`!S[@!Y=N`HC^#PF0`F-@;=M2EY$>"?GV(ULT M`!I0R&O4"YI>`5P@`4_@!DV`(("9`AT4!6A0R%R@`$EP!>H!&9$@`VI8-7,` M`SC`OPK#75)IZ_M``E`9"87"$`!`._)F`P@O'V<0![O28#+@!UI;!=BD+F\" M`YW[!Q!5&`%0`YH@EOQP!PJ0\M:B`J[6[:8-#`@*!2D/M7_@#0'@`C!0!38^ MD<'D`\>'P$A0`T'P!'&`_T1#\0<*D`:]_01]\!U7.@G-(HP&KP\(KT!L,`P4 M``>E\O`/]*6\4!830`!R\`.&RUP7\0=;$`\V0`0)(P%%X`5"S@!M6P-Q"RP1 MD-[ZX./NS19H$$]/(`=M644R@#H=4`2YE;X,I@&'<@^6`1%U$`91H01PH`-/ M<"KEP)6NUQ13[P\VP`0E(%L9$/!/=`(-U06Y=QG\@@=$E`:Y(@QZ@%OD(JH`8;H+Z;S_F5D``! M`*2Y+Z`$[],``1#X.E!0-!``$`"Y<0`(;C%`>']_.C=#A@%!?P\!2@$T?S$W MAI>8F88-`72&-P$Q+Y>/BIET`:&:#8U_%@$-FIAT1K$[1D8!!E*&``4_C0!( M'TBCLL?(R+CY.7FY^C@=P82">GO A\/'R\_3U]O?X^?K[_/W^_P`#"AQ(L*#!@P@3*KP6"``[ ` end GRAPHIC 24 m62094tom6209412.gif GRAPHIC begin 644 m62094tom6209412.gif M1TE&.#EAI0&O`>8``(N)B9>4D\C'Q[6SLKV[N@@&!I"-BZ2BHO+Q\:RJJ9V: MF4Q*2N[M[./BX:FFI=73T?;V]75S45#0V5B8N?EXU5145E55(F& MAW>7DY&AE9$E%1-;5U-K9V(!]?#@U-<3"P>SK MZA42$NWLZT`]/-;4TC`M+-[=W-C6U#@2,@'^_O[RLH)Q(/$$E'1QH7%U)/3QL7%_GX^/O[ M^_KZ^?CX]_W]_?/S\H2#A&EG9SHW./KY^2DG)S,O+T(_/____R'Y!``````` M+`````"E`:\!``?_@'^"@X2%AH>(B8J+C(V.CY"1DI.4E9:7F)F:FYR=GI^@ MH:*CI*6FIZBIJJNLK:ZOL+&RL[2UMK>XN;J[O)X)4C]_#:93`KV.*"1J>1L^ MND]G9VH+`\>;!R'6CS1G%S!N&"ZU.UQN+5X4-4:E*2O:BA]*'B\#3,:&$!80 MB`R(=!9R\EFP$Z;(H##]@%CH-TB@A2)S!@DXXVY%FP"#[L@A9,?""2P,Z/Q1 M2&0*EG>"+E3(Q&#?GSEWF@RZ\>>&C()_/GQX,`S1ARR#/KC\XP**L`O``0JC?S0X&"*C<>,D/3,J M:5,H3)(1-)+(^)-F20H'/0\XR"`BRIT9*<:,4&#@CP(O=08A\3(WRA,O*4+T M&.%@T(@D*%(HYS#B"",)9\R.(?+'0PJ:#0S``+-!RA\M$S;^(0`F]Q\Y7<(( MHD%BNPXT*"*4&?1$!(,2)2Z,H/XG0XD1%Y"0C2`3K?3#&28,(D(U@F2A11DI MQ!!#`G^888(!')2@GC8'G,&$3((\$8!<@LA@!1$,5%"##CQ8\4''$$3S\X44!`_Z!@1!_6(!#&G4HX$<6`120A"!<$"%%&A[@$(`- M,#`B0P$Z()%3/P(4\,<=%+Q:;;,L-$63`1@)XD$!)_U1`P,2O/''$`D$H,,@ M*6!$`0!_Y"'D'P%T(`C_$?S],9%33;1!)P-,4#"(`C4,,D9M<;0@"`KF6>/' M%D)T,4B^=/Y!00$2,"!$;1J\VD,!"@A"@0V%54S05=QYMD M!1:_E%L;1-R:@$8]*6Q M_[P@*%&888+T@<,38?8+`,2>I`;`.8ID>$`(SA#^NJS1\BESK)[4`(W1M$$@(7A`(8L5Z& MH.$?N-"!-5#L#2T0`9V8``-%_F$,"RC`.KA``Y$]H/\-&&B!&Z%<(*B"%%0X".O)3 M@?T$QH814(!"_&L#!?C`/HET0P(2`)T@3-"`&E"H`2`4,, M``DU'$:@?C,Q@QQ4<``>`F`+3/!!"HPQ1!Z"P6SH'$$!#!`[=^I`!\E+``^$ M$('<67$09#`!%7C`P#\4H09?9$`;W$`#%5C.`'$@2P?Z,`@O!5(0#XC3&V+T M!R.<8003Z-H<^*#'I$J@CZ'_PT'`!F$'/F!`!"DHP$>#P(0\".(."RA9"W#0 MARL8Y`]+B,,`,F#,*XA`"C7$@!0JX`4B;.`((O-!&T1`@`C0Y!=9<`,,HM"O M,*@@D$M8@&0EFP)XRF$C"'``$XQV`'E1@`1D"4#]&%`R$*A`"C*3@Q)6,((S M,/4/2&""_))7*H?EP01ER%W%;/HM:TZP;B40@1Z48-,S@&`0)8`8!`^6L5XP M0`TIB$`7PK:/!X"!`#I(0A]R@$_B>,$H$A"`"]S$AH'6L`AF@,,=<.``.AC` M*):,6`D&,8<1U&`";S!F"P```1B800<<;9ZT:LH4&-S!"@6H@B#<.8,[D.JR M#6A!_QM8V82]"4(.,*@`&,30!_,,005?O$,;C/&#?<4!=!`0PAT%@0%H$6(& M7TCJ#SH@,T%\KDE_R$$<]$B$`O0`JW_8`1,L1P@CH*$(_6BM"Q!`@F8)0@1= M:X$>9-"&BE9'#7N@`Q3Z<09C""`+1<"`%F3`5@(`5A#/$P0#YG``[Q2!>JQD MP!48Q`@D.$<07>A:C_\0!2$44'D60P`:P,@%''`)"640@`"X0"A!('/!RA3$ M"AP&`!GT(6@4"QX#HK4Q0D"@#UB0`1;>^0?)BM,I5XB?"YQ@C21@0$$%6-P# MGD:!.``1GWHL`@3"BQ59&0,#=)+4`Z!PPJ<8P9($8.\@J/^02MN<#FH0NT\! M@(B#X+E3*4QQQQ]XL()]N%,N=%C"`U@Y@B^Z\XHA,$-N6'`%(C_`BX/``9,, M,``#!$]2)*K6&Q8@OB*08"V9\\`53N*`@0D"#!]X0VT:8*LZ`#D$Q"O$!#Z* MU`+0X`_N9%`*7@WE/SP!!V`*@!I$X@2I%<`8=Q!#$#!0FS:L,`/$[7%Q(``' M`@R`@9UEH`MPD*5&2$`%*,B'$BJZ9PO4``,-*(*]JQ6\,)CK#L3T5P%.L(\. M,<0''8B"``@0@P?<@0T<*$("VD"$._A0T7F(P""6<`8,&!&N?-C'SZY`!C+P M20`.X`,-BM`'-P0``"5@M7/50.3_/;)K#61X-0Q*A@`0KHL##3B!'VX@`?[$ MUA@FJ($$!+Y"<-)``B'`P0W=B0'/A#A M!6T`H0A4H+4_5#@%,R!*`?20``,48`D2:$$9M"`$,("!\`LN@'=LH`02"(X' M)-A(`LX`!T$0@%W.G_P"<``&/TR]$`-X`P^P`G90`9'V!RLP&A]X!7K$",5B!4J@ M!E(@$BM0_P,[<@#[S$@"]U0!2X`!W(`4!L"-_$&,OH(DMD`$]4`A+``)2 M8&4#H`!!,`4>$#>8D042D`02X((Y(0$;(0=(8$19@`6\^`VB$TOA@5`\07>)F7>KF7?-F7 M?OF7@!F8@CF8A%F8AGF8B)F8BKF8C-G_F([YF)`9F9(YF919F99YF9B9F9JY MF9S9F9[YF:`9FJ(YFJ19FJ9)E+%SFEEY!ZK9FJ[YFK`9F[(YF[19F[9YF[B9 MF[JYF[S9F[[YF\`9G,(YG,19G,9YG,B9G,JYG,S9G,[YG-`9F`U`@-$YDQ19 MG=B9G=JYG=S9G=[YG>`9GN(YGIG01HM0!%=$G@T)`FJ@BXK@`N=T9^JID%#` M!E8P%(E`!Q40!P$2AO-YD!;P2HT0!BFP`PR0`%S$"#/0``BP#S*0GN@)!3Q! M!P(P%'23GH5`!^;X"$4@`*-1!#F``#D@`$U@!`C``&\%)N(S"#+@#`C@`SZ0 M`Q\@``UP%4C@_P.0\0=!X`)L*`!3,`13T``S>HR",`4[(``[6F0"\``"0!TR M<``GD!E4"7-,8`+9.!,"*@@N0`$E0`%]P#X1<`6LLF(R0#DZ```$D`1=2@%* MH`1*I&#(10$\H`=>R"`24`(JX(4%X(4])PQ[@@-T6@&%`0),P`8%T`9,4`!O MX`(@4`!"@`-74`+%8QABJ@8%P`7:E(`%@`.::DB,V*D)F"Z<"JJ.0A^)JJEJ MYP)"D(!\D*""A$,982@U0`$XP`9>(`&)V@9]H`0):`%+T`8):#5;D(!7X`!) M4P!70`&)&CYN,$M`A%9GT`424`!LP*O(8ZB#@``MD(!)Y*A`L08HB<,!*@E"R M'00#!4`H4C!+_DE?*W`&%'D'*F!Q6@IOC8(&=-,Z?&-\6S((YE<`[/,%G'HX M[L4;?\"K9W`2#V`Q$L`!=S"L)R=BS2@("8@1)2L$P^%8+\=."D,H``)"$_]2Y7;:F&'4`8'L+1!>,#RJKS(^@5@=#.S MA`=`<0/`2@)==@@W\T5A50!%@+DBL+R$$"]MP"`E<*FE=*@'2PC;&@<<<`9O ML`,B=0:9H06'RA"1;#6[>P;25`B?5`!J5`@E6P!KI02-,[0==`@K0#;>(@A4 M2RN&0+710`@=(``B6P!?P`-S<#,RTP"O>TY_;%#5D8`I`*L-Z\:$`,=>`O^R MF$NW=BN5VRH$^,FB"].HY@S(][`&AKJ_8,3%33$'.M7%EKR[D-RKF'L";\#- M@H`$L_0HFWPXTXH#J@S*!:`&W/@'"-;+@O`L!0`$(3)+/:S!90`"MD,(<=#% MA^"S+/`%XL'+A&`>'I`'%O"Z8B`2MVS&@R!+7#`$#LW!`A"_SS2Y^_H`;X!. M$1`X@U!#D8P#!GS-]SP("L&Z*F(*$L()7Q\#=1B1\J@8` MX`4ZP'/>!ZQ^$-1^,8$%$'30V\'(`P``T`$E\`5*@'3S4@8)R"5R<`$X4`.2 MO@`PP`#=Y*@T``"=[0`/@'HN(`=87#<)N`$R0`.)J@81D`(JH$P3<`561C%M M<$5?<+5=<,Y/D(`EL`)"4`8D8@>F\@8;4`-@<,Y2F0`Q(`3,$S1-X(6- M2/\!7!``W4X!21`!$4`!9D`!U6``7E`!7D@#'Q`$X=[M,?@';N"%%X`!$0!/ M2V`"%V`"<-#O;D!G,L#O7&@%5&P$)I#P%:`?$8`$&1`!^O$$BOX`7@!L(B"E M.MX"$<#2&#>)B3@(`=`%$]`"KJPQDZA-'^#Q?7@`A]@"%15A'Q_`B%@\R:?R M=U#S;W=)B/@`!Z#R8%*(A-VN00$`"3``'&\;%"*QA>`#O&:97'!4_QGU>@D! M'BKU'@D`3'!<5I^1'Z`'6;KU`FD![BD'<$?!#_!SA0!C+A!U<@!5^@ M`N<$K`H\!`-P3B@;!WR0)%M@^1U`.0X]A`4@!C&@`TH`U7U?"W>`!@7``3D` M`<_B!NLPVU9V!_8"!@E=!6)O)Q13`'R``-WRZ\["^UG@8+WP0@]@J+VE MC6;PY\T_"WDLT91=`%*3U+DM"#LTK7S0!&B0GL,*"'PW5@5E17\M!7Q!*W^. M$04%'XZ4E9:7F)F:FYR=GI^@H:*CI*6FIZBIJJNE(P5,")0+!5=_*9$!E!6. M$@5G3`46E$21;Y%2CHF^%+*1_R^LT-'2T]35UM?8V:,8BG;-:K:12Y0;CE(% M>@]GPHXG!1UT`Y$.B(H#"\T%A]K\_?[_``,*S.:A0)L;E)04$/$G220%Y!R! M*8`/P`T+6_X`>/<'022&B3H@&/#G"(N-!00,7,FRI,C4@9'1T8XXN9FSA\Y7KS\"<`11:0#]?@8;1`CA(4R%,/\L8-%Z04*1&** M'4NVK-EH6*ZH2!.@C1(RE"Y$,F&B1H.&W,Z4,:&C@((O$W&8.'-&1)$O9B+M M[5#@@2,_A;J($1+B3YL"&,YJWLRY\UD:--EHK>0A10H'61PQ,/`CPH`)#QY` MN/&`"/^*V"X<:7B0YO:#$0_D.)IC(\4$(CO_N.!BQ;/SY]"C7]MX9L4=E@.N M0)#.O;OW[YOD)&C10D20E4:2@U_/OKW[]_#CRY]/O[[]^_CSZ]_/W_,7$Q10 M`(``N3B21(#C;&)#@`':1(H5%+AQUS0)4%#"$Y3(<(8.%*SUAQM,,*%2!4RT ML<(%$_Z!`A,4Z+%.*0/\DF!_--9'!P@%F.&!`"L4``,E$!"B1R==`#J40 M(FENE?H9FZ8R M/+!!`1XX8L$#:?;Y0!86+%KFL"[E,$89'7!P4QE@8$#H'TU$DADE5(RC0`D= M]$6!"WRH(842'3A("5,XL$/)%&JH(,8-!@@A1%ML,.`('`4H=$::"K3QAE+< M=*&%IXX@4`$?.'30@`7&Y$%3+G30X$L6 M]"!$##A,88$:BD0B*@1/T!))KECP0<(9#VB@T`#`S$CLS@`5Q(+#/PK1`@LD M:/I`)"!<@@!AMA;`##=,I%$`#Y;@_T&+IG^L44,->)04@$$&'"&"[V\HP24#1400`4%M/`'-S7D60`0!+R20PT%E#-QJ+*HM`0P MKY!4R<>6R*&$&!#HT,8?LV!0$#,A%+`"!'+14X,;?US1P=X%O`&'"DGP[/H_ M1^@`PJT;9!$B!DM`^L?1!>CLR$9J;U0#ZA1HP%$EY[3!)(YP`'"&&V!;`(E2 MO@C@@B\YQ)`W%P5DT$L,68"T#'`S9P`6H! M,CS>JB-T.#'U!6Q0WBRD<(/+2``&!:`'-SS0@`*PP0LDZ(`%N/&CUUFP'S=X M`@E(0!&-@/]*#02@!!0^<@G@:41.W!B!\4Y7B0RD;A*..,!&U`"`'46/2VGX M0_6"X`L+,&8$4E``W&A!!4MD(0HEH$`'N5&!]!5@?;/(PZ<09S$!6(!T$#@` MX:"RJOW]00KN*,$`L(`$S!5`"A"@B01,D,!P!$`>?$@``^["C0)=\([3Z=U& M&N&`$ZC@B94@G!BNXP@6$,&$#AL>-P"P0DO(`P=0<`06P/`E[:@H>AN)@&7. M(``!%$!M$Z''`R30BSYH8`L!($`0[`C>(=CQ(XPL$`.JD$ M$S0@,6TH@0?`1@5(F.`/;-R`]NQ6$*>I0`-QN\($#$`")?0E$I$XPPQF$0$J M1.(([YS(*^[DB#2T00A+$(`:8"`%'QS@`!\@_P\%"-`",.1"`&W0PA+,>HD!J"$. M(IA!P!PP@!'H00%KJ`06!N`!`T@`#Q(8@`W^D(42U(`D63A!`!PP@PPXX#PL M6$`$O*"",C8``"V`R@="H``\I':JT$T%DJ0S``6((04TD(*X+@$#+'CF#EB@ M@1!H@><'P@0X0TU(`,:_N"`#CQ#$Q(PPV9LH!`>*.!9E6@`CC!$X`[3YP174,,0 MN."#U$08AIF0@$_/P@TXN("DF)@#4SQ,8_@L00\H(((!9NN()>#``)L8@(3+ M$H`S\.`\GMA!`?\D4.,F?X8,$`%)0!"*3P`#E';NB48<)\-]E2)*;SAP9F00PQ0W)(7 MF$$%\B*%'&"0PUL[.R`2N`#6,$$`%FIB"V*`R1U&@(/SEH(%9R#VL\>-C2[P M0%6;L`(R-@$#+K_D`DP@YZ6^,&$"&D)EB@!IIJ`@H8,/1``M#_:%.< MH`W>M;?"IT&!9ZQ@#YO0`KTQ48<2V)$E3L!!'OS=BBXL_..:4("50T&J$SAA M$T5`0Q,VL0,U))LE".A`#:8MB@34@-<@SWE'_NR))"3M#Q#@>6?IJXD%R)LE M(A!"%4Z!`!+\1.=0'\4#Q!"^3B@!SQZKA4N(X7%3S.$-4HRZV#_Q`>9\0@$+ MUD0/U!#5E3!3ZZ68PPCP,?:ZOK+@8[$0`FI,@27K@"IU?"![J/P@MLN.;U M$8\%)81A#>/'!`_:=`DN<`4;$&8K,0-GT'6@ ML`5EL`",9X$Z!P$K\`-%4$&4&0HL(,N*'9/P&4/ MT`(=@<# MHW`-LEAW"9"!?Q`$GU<)7'`%*O$'=P`')7"- MFH$!J4()+T`#R+(%"=B,4)<%<%`VHX@):I!W6-`!:&!]FH$%!4`J$)`$U20" MB&B."V<#*O`(L0B"7)4`.$`#,H!S9W$%=G,K?M`#_(AX(S`.WI,!8:$)GC3_ M`G+1!AV``SP@,9L!"3EB+@]9=P@@B']P`VFR"73P1P8!`TD@`0#`!%E&%D,P M`&[P"X4PDH@G`*3C"`.0=YD0!EU0`Q4P`>KG")W#=R^1!0"@!!MR`D$``[>D MDV,'`BAX!T)7"4$@!CK0B9=@!6AMP>A10-IA` M"%-Y"7)0?BXQ`6"@!P50`@>0BVMY>"F`!3Q6!`(W`#QP`4>I"56@!R6@;_^@ M`";`&!00`%^0E7]I=T"``P`@:94@!S^P`4PP!A5X"630!S'0BM8@`Z4!!TIP M!0LP`M]WF:^G`6?`@4P"!")P!7W`8Z`P!`M0`U*@_XK28`%$$```6."`H8P%,>,'*J$`0"<`#`<`87$`7"Z9PNR`\4#0J`!*B![+\$`A_"'8XIX?3$`?>%= M*G`"=,`'/&`S)=`$-O`",*"6,;$%![`&S)"GK]<'!4`$!^`#5(89?0```$`% M`7(6%V8#T@>I8V<&<5`)+8`#"8<"%L`A9E$$2H&GHEIW"B$^!<`!+H``,9`6 MC\H3-,H/`0``0\"9L5IW2,"1S_<')>`+;;`$9(`#)7`>I?AT+S$!!Z!=PWIX M-\`@'GD4(D`!K7,@%*!)6<`!EK@2%(`$?L"!U[JNU+``1(`!CLFN5"D`US$% M*@$!AT`'A^`#(X<$"$`'/M!)28H`12`#/L``=X``'R"P#-M)39`##3`!?-!8 M%E#_!$%@!#E`F`+P`#[@`BX@``U@!#.PL,%2!$70`!\;!$C0L`+@G0W`L-ZY ML2P[LS1;LS9[LP)+`#A[LSK;L`1``$1``#9P!`EP`@ZP!`.0!$&;`$E0M/N4 M!">P!"=`!$1P`B%P!`[@`;JU!$L0`$MP`%X;``IP!%(;`EUZMFB;MAZ0MFS; MMF[[METJE@J7`@NP(0EZ!@M0!F:P`#'0!PM0I@L0N&U``C%P!81Q!CA``GT@ M!%>0C"10`H<;N82A`C7`&`6@`E?``WW0`7Q0`WU0!F<0!U>@!'QP!IRK!I#+ M`U=@!IOKE$K0!H01!X?[!J9[N(P;NY$K!&I@!KQ[!4Q@_P9,$&(=(`2_*P0J M8`974`)FP`9OP+L=T`'*R[O(2P$80`)P0`*]BP%F(`;*2P(8H`0ET"PJP`:\ M2P'2*P0UP`9JL`#2:P8;20*HBP9Q\+O2*P8UL`!]X`<\X`>%NP`7H`,DX`=< MP`,DP!=F<`%^4`,Q``94)TI4`!HXG'K^,P;^,(1C`E04`>,#0# MR,4!"9`<2]`"2``"$7``+-`"`X`$+9`!PD%9+;`$\==PN6"`,HWI,0!3"4HD!'Z0K%3X56I0`^PL!%%F$)/0(P70 M!V#`06^0&MIC!0.P!`IY%R@`I7GP8@(-79;KS7*`$@_04+F0!9'0`<;C"T2@ M%=S@(P]`!6Q4`?+R`=7DE;S0T91@!FQ%6Y%01)$@!/*R!`4@!`C1`*`20FS4 M!Y`B!GYQ!S0!*3A"*E/8!KW:T\-2)/#D`'K=B=31!'(1"35P5&K@:05P:4/1 MTH0"*C'PFBD`#'A6)',)+5X0`VH@J5D<"?C7.=;&&/0`"5E6$`"`(V/-`W^+ M..3$AW;]S`81KR>D!EGP58?[U9Y4`%EV"[MZ/Y*+9Q-!-_SC_R1&ID0%`!>1 ML&@_<$^,43;GT'N>Y`5,\08FL`)>``,M,%L;D=K1Q49M8'M+,=9K`#PTU0#` M<`%V$`E`^2_TM0:@0G1]5`>6L-N6,%<%8*DZ=-DIX0C$L-D%<'(;@8)QL@), MD6V.D`,PL`,:P09@:-UXQ!B1;`G: MAN#<9+GB_`*``&5">;YYG04!`_N"0J?[JL![K MLC[KM#YN<]`#2/P%5<",V)C$/"$!.T`%%F`!\?4!$M`#%M`#,V`!'$<<4^"8 M#$`'-^`-=>"7G##DM3YN0,`X&"4&/#9#*DK%99`_+$W%T9D%#H#&'0!D-&`" M0J`#."`&)H`&"_`!%T`7^*Z/)V`"3$8)'-`']``#^(Y78IKM-<8[:=Q&&7,Z M7$[%8"`'LY#_QJ6ZX50L&0G_"H&3QA71.^;T2=YU\>AF\$TV!V,3!<-.CYYB M#`Q?`!,P[/]2`"`P"VJ@UWKM79*J`C9@`?S`,F[L"#XA%YE!$U&@ MU]P@0"Y%\T^0`^=@;9?@%-;F21U0!19``#)P'1MQ:G;PNATSW%3P`VPDWWE/ M8]N>-Y5`Z!NQ"PTOHJ(2\52\!.>@R)9`CQ?^!X>2QJ*R$7`Y)P4`_S[S3<6] M&/H>-@2@@O7S;0#GP`%W8`S1.0L:V0$44`$H<`YP=PGT2#=30/<4 M0`(CT`$.N1%)_P=EP/N1L`(>>@8J8.W`'UT?`#%8SQ1N)A<`L/0%P$5WKS>S M,/9_``@S9V=_A8:&1P56A@(%`(>%``4#AG=O<0]_9W$?A1P%%I"BHZ2EIJ>H MJ:JKK*VNK["QLK.TM;:%85<%&18656\%&UE*!1=_.`4)A1(%-6$+!2F%0G,"="+,N[?OW\"#6^A0X,J2,]>" M*U_.O+GSOV%HB.%AP,.*%LF?:]_.O3M1(@W\W5A!0DH#*$I,>%_/OKU[6!(6 M>.A7H0;/$&PBO-__S[__?CFTZ3/`&249P85^_B6HX((,CG(#%8=0\`@2DS1H MX848^N9"2:7<<$09,:BAA@Y$!4*+0X<`":F"P M0@(/L`!#'!Y0D``7,<0#XY%()CD+%5A,D`(''S!0D@F'#&&:<1;4@T5BDB5"CGGGP>600&3$PP M@$UI^`")'!X(9(`<,131YZ.0+GB!$@/$XP,-9Y#@J"%DM"$"#ASDT$8FD99J MZGH'%(`$)$N\L<$,5IFQ@13!#%#`%J?FJF03X]0&D@$&G,`=`07`,,H:_VJ6 M)`(;?U!P`0T_4/"$KM3"F$`;"QA"QQ(2MI'M(0;]02$?SWE0P!*ES*&-#CRX4`,$'_"0`1C;T.LP=P,` M`$([,FPA`P``O%!($!B[<:\A2_W!%Q-_R'&`Q'^\D``14D1P@Q0V"!8`#F^2 M0FL!%,RQJ1LH@*'$;@\'O1P19T10`PE_B"0&!6=,\`<+!8Q000$?%V*0!?[& M\(<5\C&A@`,"Z2"$#%>`(-@"'9SRP6D$9/''#&P$T`$%,#CPE-!X^R9%#3X` M0$@19[P41Q\0M('2'QA4G5-Q9GA!1P`%\-%'&_]M?(`!'(,Y`48A)*"!BA]O M1/5&!\`4(-`";J5!!`(##!@!SIU`/A''7E3.\<65IA`B";* MQ%C04DH?B^1H20`U2/J`7!A4,QFTA$PAQ6RD84&`!"A$(<4$254Q10!(6 M+(%!'$SP@(&.(6`AP@,`H!`"&40$8(`#9(@0110!(`$7+A`#,'2!`A0H0P5, M(`(,;*`,)<"`&1)(`JH)00U2$$('KM`!):C!9V"X``07P`$S<,`+79A`!9X@ MA3&\SP#Y0XP'R'``%@0!!7,@P`,L\`$CW*9UO>-/`GC@@^,4X@P;B8,0&F&L M/YB`>04X1`O:$+,_+.'_!B20ALRB^(<3G.$(IRB#,0K!@R04P@4/,<0#".`! M$7C!"RE`0PET$`,,E$`*.C(!&F"``1&D`(XI6(('4B`%`P2`?PYPP+JDX`$. M.$`*AYP`"FS@@!`M@)2'>4$ M;;!*&2APBAAT80U9&,,ZC]@")`V@!0IHP06L@,""EHXI*Z&`-JQPA@H$8`D$ M_Y"`!%;E3,!XD03^F@`;SJ`$$+3A#%9H`#!XP`,U3*$0-^C`('C@SA"HX`Q^ M0``-/EJ]7RC`+QZ5W1^(==-2Q*$"=IC`%>[V!UOU]\(UO?,U: M6U,`H`41:$$+NG!;_>J7!E[PKX#]2P&)#,+`-&C!-$DPX`;K=P-A.4.!K>!@ M+W#%#2W0!1<JI*$`.C`!$\Q0$J;]H!#0M+*D_8+E1Q1" M!FKHPQ]",H0!Q0L8`X).$( MN":+$%00`!ITF6#IR#+#*L`-(A0`5B_0\1]`L(1X3*``KJ;`K"&-@4E;NRB5 M/H05VL"`'33T#S)`-`"T8B@LD\`!J3*#OG01@Q^H`&F&J(-A'U"#:9NBP$QY MB1>H,`4T;LX`!8B9%7!0CS1MY`]&=QK67\Z_O8>"$ZKH$"5-L./YB:1%X".0$40B)KP`-"K7F("X#B$#=(JR@( M"PEFE.$'-C!=(59P!I6@/`5,+T0?A(";%3B@[-6S@Q<*<(T)G.'13FA#N<#. M^7N(O0@E*$`RF2"-$Q2`!@_@RTN8`9$_+*4(OF:""Q[P`Q2L50&)+X26R`&! MM?Y!YT#[@]_"@\8K;(PN.D7\P:M0@#*,(-8@0,!"2D`_V"Z,$B"G@H9ZB'"H(0VK/_``Q$0B!.H9/Q# M",]+7;0.*>!TPX,X!3`&AF!W!_<'-W,%45`2-G`&0@`#)V`"<"4R#C`"'Z!, MWM>!LH!E&-8"&U``;4`64`-H4V,%(H!87F%R+\%^!0!T$L$'2W%4AT``:6(Z M)G`-J:(&D,`%;0!F)0,`'6`"8Q``Z_!5E@+ M8\`4)+`!R@`3'<`!?V`$5M`!"R`%%_`2-K``AS<&(2`$79``^I4`:T`*!"`% M=/4'62`!4F@5=W@(>WB%@$@8"2`%4E`/LU`&;8!R@;B(U((`9[`"8L6(DE@J MWN!JDWB)7T('D7@H7.4VI?`!$A7_BJ(!"QD`?X>@$I:V"FNP!):(B:Z8"CG` M`:.X.VXT`RDP'Y#`%X]F"M[`%)02"W#`>)"0"&O""LR`$Z^8C*70",R""`70 M!9#34X>P%,O$BP<1`D<0!2-Q#R8W1GCX`&TU!UA`!AI@!2"P3$%005=0!D"D MC.X(.\C0A7\P`F>P`UFP!.V(`!W@=6_C6(=0=O#V!UR&`"[P5`(0"G<@`"-P M`C0"`2!0!@,@`#QQ`CAQ!V,0!W&`>(OP!V*``TP`4CDP'*:S36=`!:V"&FG0 MCN^HC%C61!Q9+D9``>LW!F;`!`OA=A4@$&V``?[X!XG@=1]0`C6'>!+1!1\@ M$AU6DG\`_P-M,`)NH";"5P#AL0%*(%'(H!_`8(X`4XT`4$,())6`A&0((44`)7<`;* M@'@5<`1KD`%M8"@[H`1P4`=,``-A\``;J ML4T'I0-%`'$:4YH;X)9FIYJJ*0G2@`%7P!.Q>0R;0P""N3AQ@/\,5",!9\`$ MZE>::0,).HZ+F2-R`$\E(,$4$).+`Y`:`>-T`U2V`!(6`#8;`:"``$=L"?>T=Q MA4!H3P$!$4`!"``&,2,'%30$DN!V<;"1ZO`&?G8-#?"(=I"3+G!FQL`,5T`` M.M6ARI@FGX!R[UFBBR.5X$`;I:""KIJ]Y:"D1`!(YU!QK0.E-P!M+Z MK>K*'G:UKNZZ'NKTKO*Z'0J@!I0PK_BZ'$5``M63K_X*',?A=O\ZL+P1`;NP MB02;L$9!!P;0!F+0BN]1!-NJL,XA`^5I(1[0!C@P`0"X'@;R@A3K''?``AB" M!836%@8@`+VJ'3.`'U;`=2'+B'*0`(A5`$P@`AQ`J,$A!TB0A4H0`C'[BCZP M!1U1`&^@!#60_P8>T``KZQ/"P97H`).IY\J0(:@ MT6Q\^ZX(T```,`!2[S(F[S*N[SN6H5_8`<,(`55*@=5@)E#L0,! M$%:VLP\^(`4'4#L0``1@90';(P\F\@L$".%"->(=8V[H%MR04+%!>`=`%5Q"$JE!QJE`'?M`'P,(6!+`%$D$0 M.*`#,?,"!GL&VP2&D)`$9T`#`2`&;9"*ID`TPE(*WF"U^"L8=+!T$&L()M<# M4J1N_V`$<2`"D?D'(7`&0GA6%YL*"*!0FQ($;Y`)]E<(9&`&.-`.EY4\=4K" M>Y4<$%`#)&P*5!"9&N"@D!`'R+C"@-$#9W`%;7D(:V`#QG:!6!`$+=`0?[`& M:`7+R!1A9"'B`! M;V4$,C!R"?#"MB*/#/BD*N"@9L$%=BP$48@!4G05C&# M!11U?1\P`WJ``4@@!U^0`1*P&W$`,%X<&`D0`1L`IAS7`3(V`Q#0!66P`39Y M`QQ505AP!"3PE(^F6,V,<%:@G'0``F>:"AHZ"D3``P`@!'`P!/I)`GUJ!#5P M!7F0*FX@!#SP`C4@`BHP?H6`9:M\"-&`+P7`)-8'<)[V!Y#3Q84`-2)0`QPP M!WH@$<#``73`!DSP`P30!EL+F(1E16 M8'V0X`%IDP$+``',4!4K$$\A@`/7T`$OL04X,'7P1]$6_1<"L'W3!&A_`&&K MPA=4<`73U@*X:04J\*2-\+<9\`@O50%D\`>$QX6L\`(%L#F0L-%_&P`'<`,! MP`19@`!U]`E^=>: M9@*#_0>-T%8GA0(CH`0\*0$B,+NSB`HUH-F>L0,J8(E#$`0!P&W#46V`3?\6 M$E((.(#71K!9"=!EAF`#[;#:88EV7@T)1.";`NX`:B`#4C4'O(W=!9`#1\`$ M,2/<(*`$3<`%<5V6R4T4/M!G6M8!?98G&W%93E"I/P`!(M`'"+``8_,'2PH# M/>`!5K`$*&%L+'`!<]"76["*?UP**@$#9F8'.X`!-\">9(`$,!`",Q,&=R`& M\,T$)W`'%.!I6D$#1``'F[4&;Z`&0V`'=M``9>!V:C('=R`#?E"".AS@_LD$ M9,`3#"`"`,`%-6`!<%`&2+#@2=`01W`%]>`^2""U+J`')0`4<5#%&?X/#6`" M9D`J,F`&)P'EBA`V#X`,(K$+-7`&/>5KQ<$`=9W_!K[U!WW@!5)P!CY@S0B8 M"L^F`A,@PB1++&M7!P5F`%O@T"$@P6UP`%<%M`U0LQQL"$B@`@XK!M>LCP`X4^%'<0`1.P&S*@`$\`(5E`!.#X`/%0!(\7`D9@ODFPB^"V!+`A!020 M!O%``#:``FZ#*,%["E#P`!K@``'2`*E7"$WP`!\P>_+^!T,0/0]P-W.0>@=O MK:FWM%:1>JD7?!0_OX=`\5[B`T_J`G(`-9U$(PD?"G*`)0_@*.T0!@\06N6> MKPN^\\G;``6-`2;O\\)+_R82Y;9$G_1*O_1,KR`A`+$"L`)20%1;0.V'X*I` M>P@80`-2,`$3$!X,,`']&0L.4`$CL`'AX@I+D`<3P`56<(&I<`']=PAPP`'+ MTP4"^P=!<`;SS`I>P`1'T`!Y<`;CW?3_$.H\60@)X`8$``96P.524`(WH`?S M00<8$`$GH`1F9`C>M`LCF`!R.@M94*=2H+.N(,(*8)=CL,>0(&VB8+`;(`$6 MBLMKT`(ZOPK^@@5K4*?5:OA!$0<((@=7@("=L@-(X(!_<`!*X`+,UPY>P`=` M)#Q-<`<>D0.-0`N04UFS,%.0MIQQ;V_[G65]J3B5X+RD4)I`"W"][_O^D)&9 MF?][18IE='46GU`(D".$`-`&[4`YF@X(!7]_:25],H-()AU/87]5'1T3@Y1_ M`042?R]E'15??R!H)1%_+!@3'!U)E8,`!0]_.@4V+#H=,2\H'0%9,!U-?REQ MK(,%`'](!59_$`$=07]#9DH\598U&7U](7]9`"0="G,6!0Y_"J]_,S%]*3?$ M\/'R\_3U]O?X^?K[_/W^__[BU'B7HMR@."9:%#!2#,`%'8,N6:A$0*9#PPY*(A:82(E"`1UOI+SC^.!@6`%-/PIT&7D&02L7+F)(R7''SP(#KS1FT+%'W*P8&"M)*&`B3@E M[E#J+@!`9N,2T#GYX^&5D!(45!200HX;WP<>:U!X(VBQ__\`!BC@@/;$D<(@ M1!1PP!]AX$`#'F<`\<<=!20@QA6:<38(!4P440EI#5P`!X1_D,`#)74$P(8$ M$B!A6267!%&%$E\-0@<,*400_]QPCDDP5!]GG&&=*R_5H$`'+NE0PW7II)!9 M!4'BP,`8Q@AP!AQT#$(>#!AN=$8+!A2`Q5ZOG$$`)2_DQ=XK4O!@V0/`$"CG MG'36::<\<6!0QQ\,J)!!:040@`(.W`2`PQ1\9?&'*QYV=D:<@Y`&@QI4^"C' M`@4PP&<:$K31@SJ_#1+ >\\,`5I/QA0!5"(,"7<&?`\(>/#$PA@`!(6-+? M("]<,<`?"T#%11]_--&D=47<.L4?)QCSAQ8%G*#E6*7.>@8288[)%Q4X"/9' M`@>H>5\('PV"P8L"0G#GNNRVJQ@$.!PX2!X1T/$$&W748047?Y0A`I],'-!` M#;)64O_#&2Y4DN`?5L01`!P%B!'F%0J08``6!3"Q@A!ZM>*'H0RZ\>4%*WAP MA@`Q%+#!#6T<,\`9&@[2A4B4X'2!`4SXD<8$.&R14$`2#8S`V@@%]*&#'B]0H>":*/RA0AN1%#V@INZFK?;:]XA1 M@(.#0&`"$VJ\,,@:!W,AWA]47,'4')4DH`0%M5&R0LY-=)5!RW0<4<`93T!@ MA\EOT"`')0JT<<4,@SA11@%Z-$!'"4I(T4$7&-301A=*7+$D)4N,S4-D:[61 M000F,##'"C%X@$/D>E"P`2L+U$""1E"00,$$%/S^AP884+#_`BP>J<#&"%DV M,($**GS%`PYN2!`!!6XP(,,"/$Q@!]OLM^_^^_#'3\E)L,AO__WXYZ\_G5T4 M(,[^``R@``=(0&+$``,9V%,!%\C`!CKP@1",H`0G2,$*6O""_6@`%BR@KDK< MP0@.:-0_+!``AK`"`@YPP/KB<0,/>,`)EZ-'"$X`@01(X1\H3"$L0I#"`/2` M#B@`P;(BY8`D',$!`9!6):C@@`%T$(DI/`+:!H$%!XP)@UC,(CS(L(@-`(X2 M,.`#!>IGCT_`8P3/(`8#DH(N5B2A#!Q800E60(9Y%*%E2'@#&W!8@0)<(5,,5M4C*+/Z@``6@`B6FD+%\((%?\!`"I%B!`3W!(P!O@,H@:M"'*1+C`"-H MQ51PB(-4_:$&;O@#%MC0@$T4X!TK&`0":F`&,MY`#+_JWS$T4(!08:T*'S"! M>,PPO%*:\X+D*``(*+&!`I"`$FM@48U>D"L),`0P><`"$"0@!PDH2@(G0,0? M&L`BSOT!`R3P)26$$,E!2"T`-K!G%E@T/P(PI`8EF($$#*I,>U(B"`$@0CP: M)*^H"*((R"'31++TAW:.LC7.^8/CUDD.!0PB3+3[`P6V<,Z>4M`")"`!#M;C M@C),X$31X/^!`:S`!RI(`0="4,(9U/``*RW@!&S1PQFD``8.1.`,!K@#$SB` M`3Z8BP*.8(4+"M""2LA`#1@@%P!N`+'K\```;B!!$_K`A"NF,,".,"7 M'_R!`UZ8P-?4V`8P:(`%5"C#ZRCA@7=2@@`%^%,\CG`%X9`C`QJP`0_",X@Z M2&&R/DVM`RT0!RRL#E@&:`$3%$D*"*A@22G`01@P"Q45'(,O"7!!$@H0`0Y< M@0T_T,$/T`$,#'0@9H.``ELK80%-#N<84FNI)%9P!AJL0`D((`-&R9&"_BDA M`6:PP!UBH$16K*$-2N#"")[0!J0.8@AE&"46E%""E!)#L#=D$AS_)@`&[[SC M#S?X:C15R^`%6L`ZNVF`&J!`F2(,8;I_*+`,G%0';D+E#,%X!/GP,CF2"`+T9Q!>,<`8L6,D'!]T` M2UFAA!KXMSU'&`Y4,'L'"EQ@$!HT021IT` MDMF*#<38%245CEL[$..:WJT-)?W##@H`_PTU^SI_(2B<4!1%@S.H2TDW$"R. M\:SG#T^``IC;`C'8M9!$TQ3 M`2,P00*PCD8`&^>,`.,B@"!`Y0N%^;/'[K.$,*PF`# MQVQ!#9])0A'8$`<5\``!2_"K%O*0M0:,N0(I,T/"E%:`&C2@*OJ.A`L.J04, M%""8E7@`#_RP@2L\86_D&FN%7.#T;C+K#*Z[,@C.4``VB`UP'R:Z!"CSO8>2@,HO-R,,('YK#YMC^! M&&'(0`%XH"A*/``*$$@8,T9_^@=@PEQ&'H\13F(OL=#F`/D(V]"3&-^?TGP@),=3_[%G*`$LZ2$'#S`%$27OTX- M6,&9WD__P[@`NJRP`($-7O_^^___`!B``CB`!%B`!GB`")B`"KB`#-B`#OB` M$!B!$CB!%%B!%GB!&)B!&KB!'-B!'OB!(!B"(CB")%B")GB"*)B"*KC_@BS8 M@BXX#TFP"G0"`6!`1@#1`":03_?0`%+0@P;U`U*0`'\P`"FP=O1@!!70@T.D M#P0`!Y60-`N@4/U0!"-0`1$@`S+(+BL@!<65A?#P`RLP02_WP`#7BA?3@`FYX!VY@1@#A`SP@`2*@`NYWA!`#`"^2;7^" M`BNP-_8P![*G!&.@!!TP?O5@`P4S"!8`!KIE#W?`#?`P!V.@`E)@`"#@!PWE M'W.@`&U$#.V1!PHP!BO0!@D@B:6`893P!4)8@13`$(HU""9PB_&P`WXP"#&0 M4_DP=W^0`WMT#QM`C(,!,A`P!48H#T;0!EZP_T(/$`.+I@\X;I2```6`"!(@!%?&B_)"`:0``(Y6`6+0`GTDGSX@3L+P!VM0`")%)/M% M`RWP!FU`!"V`!G/`%S;`,N90%?18+G*P`GPP!T(P"1@1:9C&!#Q%!T+`4U'0 M'Q!@`0$Y#W-0`RK0`S30F@%P!@D6`S?U!5GY!"M0`SA&"1RA!!G0`B+%37I! M$B,@`B6@!C[A!4-P0]TY$ND0`&W``!$0`URP`$J`_T1O<`?>H&[&"D%P%(+`!&48`)Q>D-2 MH`1&T`$<(`$'X$^5$`)<4`8X\`')L"!$`@),D`0L(@$?T`)F<`X?X:A,8@-! M,!:#T`(XD`4+T%9\H:E_(`,XJU.71B7]H#0`X":4P*P,,`'I2`DIH`,]YE\0 M6XK<9`X.P`=#\`)K\``?P*%L("UN!AP300:500$`P`(VP!`!H`1V,`1M@&-, M\*:5P`!MP`>Z1PE\$1DZ`/\1'6"NMPH&?*`%F5A=L'H&F3"$'``#.'!#^G$' M`,`&4)"*_MI>#3*,NC4%:S`(]GBE+<"P&3AFN#JT"Y!J?V"Q&W)#8T`"$-`! M*P`X+V!8-78&5!`%P^`U`K`H>Y0$9R"[1#`$+0`&7B(:;6`.Y#``W:%++;!' M/0N5@4()12"B@Z!4?_`$_:@/,,=J$=&L7+(>'^``7B`$'E($^UBU%6<0Y+`* M+H!D!8!25R`KS@(/3+J&S&``)[&&)D`* MS0LL5':GET"/U44*B/L'T2L##Q`'Q>$'/``%W?D.-W"KEN@_@S`'BI4$?)$$ MGO3_!`A@CW+`!```NAA()''S!K5Q!SKP*Q6+!D)Q!IP#+8,0`F7@AOC@"K*[O0Q`!DR@!-6Q!$3P5RDP"@H#23!B M$`C`&Q5P`5QP!")`!RQP!D70JA*,`Q<@`%[0!D[5%BEP!C(0`&J0)1P[''QP M54(@P']0!R0@!.;``%:@$210-PC0!NH"QH,PL2Z`>`F``"J@`W00`GUP!W=P M!K]RLQC`!6=0`S/@)(5\!6T@!GS`?YXI!0(@`6S1!7-@_Y_>T0'OM'<(D`1, M@`#5I02PJC9+P%$4%`%74`!..`B8M0`E8#:M4'0%40+LIV]SP`:H%`&3QP*/ M,P*^60=^P#$/,'LS\`-DAP-5@%EDRA:5@0&@*!;W^0$E<`9,,`(0X#A7D+2S M9S>"IG?3\75#2@!1T`9UA`\S@%H,,,YI8`?KV@9E=@"/Q`$Q]@(%-C64,#9, MP!`]@`:01`=8H)];=4P%X!@G0*)ET`8A@`#]8V18,#8UT`5J\$XA(`1I,%QO MP`HW@#7![`'J<@-^$"3KA`$Z``8BM0`JP`0JH$*/H`)G0`%ALP$FP`4HR9L8 M!P8$"`" M5V`-:G,`-CA!'^`#2!"3`[51\(`%66`$:\``"/`!:W!@?V#9@_``FXLN![:Y M:")-@Y&WK-!&"'`'XCW>Y%W> MYGW>Z)W>ZKW>[-W>[OW>\!W?#,@""*D!!/`$)V!3)Q0`RU`8!M"PA5$'79`" M*;"/=T"2)V0"X$P):=`!//:$K,L,`T[@K4E9?N`)K*``-NP"*V`">K@%%``# M5"O?^K/_`3.A>%K@=L1`!7H0LX6Q!.I,&&C4`;TT")\38(:#"<00`1?P`&G` M`QU$PP6`DB)0HSA0SI1P`FQ``6W@XH-@`V`5#?Q*!"K@&`.`!AB``_U-XOI3 M!Q&P)S8!%I;%"B)P'H0Q!PI4&`R@!BLA(>N,XW\PICI>"9N9"16\97^P!7RP M$$6\019@`G!^I2P``6@G@PB``6WP&QYP!7M"`_1&!+!P`7G&Y0(4YI20!0K0 M`@.7`F8UA"W0`D-D!`'0`K&H#B#0`C9L`S8P`"T@KBB@2PT``"V0"2\``@,@ M!0XP`QF`?[?T=`?@9#N!XW+0`9B5N)70!^!U`)?V!Q_`7@5`_[4?H`0OQ0H[ M_`?%U0&_T0+;$2V4P`6Y1NGZ8^F#8#$)\`;!A-#%8@($H",/4-,-(`+EH`%G M``()P!3B]CAD=QHU,.E]D`"LE`0`<`9"X`=QX`IX3@]4@(G*0`EH%V!V,`(* MX&?$L,L%L``=Q`4)P!&^A#O96`ED$-5_X`1>D&^_@7::JJ.#L`4K"^X!).ZZ MH))"D&<;L$=D^&(?@0&DP`!]T`0K`$N4`04+L`%W8+>"P&PT(`2UY$X5?"`, M0'SZ`"64H#0!I@""(?&LP`!*P`1&^@88!&V!Y1+``K-8`-M`!AN\`;?`!"P!U!28'7:`'?W`!;.!^ M+QH'0[P//F`=@]#P@Y``)M8_-!#Y2"0!FYF[/5`#&J``'A``BD6($0$(&W]_ M'PX*"CU_"3`Y@T4&`!D=-1*#?U@%299_#P5$FZ"AHJ.DI::GJ*FJJZRMKJ^P ML;*@%&YS@T/_;35+`%Q_&'I_404I#CHR``4@#A@G'&U.?Q,Q?PMY=&$\!G\I M.G8'!7`.'`HL3"F#3F,6J`HH##1>EBT%4J`"!96@-08?.POL!N$38$F'`U$V MWDR0HH7-)A/R!@4Y,V"0@A!A%`2;Q;&CQX\@0XH<&/,E:(& MV@1!=5*-%SJ63/)PL6D*#BRAI@B)<\6>);-W+!68$8I%G+MW%6SBLN`/`1Y7 MT`[2<49-F2$D$RM>S+BQ8UDR7#Q@L$G&@4$07+AH\`>"C$US4+#8<$3%0I9! M"ZQ8B/MGSH<_:UH/"?@'"N4_ GRAPHIC 25 m62094tom6209413.gif GRAPHIC begin 644 m62094tom6209413.gif M1TE&.#EAJ`&N`>8``!D6%J2CHJVJJ;6SLLC'Q_+Q\;V[N@@&!YV:F9&.C.[M M[-73T?;V]:FFI4Q*2D5#0^/BXE114<'`P%E55"TI*75R<7%M;&5B8FMH9UY: M66UJ:CXZ.<[*R(F&A5%-3'AU=.7DXYF6E;>UM'UZ>6!=7(."@NKIZ-_>W<"^ MO(V*B38R,K"MK>?EXVAE9)62D8!]?-K9V*"=G,3"P=#.S4DT`]/"8B M(DA%1.SKZMS:V3DU-5E9*0D8J(B/3T\XZ,C(R(AD-` M/TQ(1L;#PO'P[\C%PX:%A0\,##PX-X>$@C,P+Y",B>_O[R0@("DG)RLH*!,0 M$#HX./GX^/O[^_KZ^?CX]_W]_?/S\H2#A&EG:"(?'TE'1____R'Y!``````` M+`````"H`:X!``?_@'^"@X2%AH>(B8J+C(V.CY"1DI.4E9:7F)F:FYR=GI^@ MH:*CI*6FIZBIJJNLK:ZOL+&RHDD9LYTP6+I8$+>(+E@B?TVH!,2^F+E"$`3( MAP1!"LZ;!@=/TY=/7FH4)1EP%77.03L5,2\.:J@5)-B4&!LE&G$E[H(*:0=] M#AL>"_:2[&PYT&+0DSU>S@R:D::!@#UIP*3Q_M29<@#-GRX\&ZS` M\X=&@R!._O!(VH#'(#/2!*%H,(!K`P@-E/!#$"A$6=T02X3"@"Y&C2I`\$9'ESY#(@Q@L&3F$11(0"U@( M7U*$$0PU`P1IJ+?"B1)Q=]`HM8*DR1,8@NR@:<)B$(^;?^[`&#P\R1(:0_[8 M6;#@B7#A>NZQ@,SB'R$`$_X\.>!!H7K+@^@APE/LS2:64N#=P@,0$QS0PR!: MJ$'%(&0`-"#!0>TX0`%;:#`P$!EB,"%`W#$X<`- MPA"RP@-S1$&($W!L@44$7-:@AJ1JA-A$'%R,X$$<`X2@Q@,..````P\\\<\3PAP*3I@#`FEP`(8T+ M!U#0*P`R"4)!?G\\`(#_?0908,4@$*B`9(1B(`&`#5A80`&`L[Q0A1`'!#`( M!OP)8@``%F*HX1U*^$``S<1(X,`?*!QPA%!`D.CJ@T/T^``8@A!P0`*%!,`- M(7,@]P<+?TIPHB!1J$'#?4$-`0#$$D,A"`U(1+"%(!_\,4$=3A-SQ4U#1'K7 M'UC\T<"?)PA@Q0'_V/$6%A?_P<`-#\3W!Q(Q$Q+&'QP$,"/K1&'?I20U8:`8%K':"3X9-`$R1W&;U98`YD%$A3`3```B2@:P3`.A4DR6N"&,(:/+"!-*I!!H.X0WPFL"T?W%$65+B3 M`[AP`"8DT@6+@L`.W/`N##F@!!?0$`$<4(<=D"$`/XO!`=XP1@G4X``?&,$: M>&@V'OYL$"LH`POH,`'PJ$,*4V@"'/X@!``XL6)W!(H0IN"`!%&J!&TH2/S@ M,(<7O,0(!SC@'R`PA3_X(2B#:,`$`]#A`9G$`A>,(*(#7+".YQ12]U30 M@EZ$KPT>4$$]%J`&@4VO`J/_?UB!'_PW@3AX MP`:^\\4.Q$"`ZJ8UD5X(`1<2L`(JU(P"W\K!"A2PSS\0@0LV",H"N"2(%CW! M55B4`0/R\("V$8V/@R"!#2P0H=.$[P]+L,$#:MJ$.3@1BO:=8E#8($`,N4$_ M5_@#_SB-L"6K.HVH@D!`AM0D4S4*P@ED;$!Q"&:@!22VXZ#@I*0-ZD'.@0EV%B"XP2PG,(>-80`,.E!#']SW71\N8`WE_4,Z MM?"']0H"!&]E]5WJL($D/`"_'9#=('+P@*'AX0;?^L.J@?^FAJP)T*\;&X23 M\/``->0+0_-30`LB8)D]%E008;C!/=K@/V]B<1AD#"03L#`'8C!@!PZ8I08. M$&':M2`+>82I5B\G""M80`9J$-X6`&"$T:%1D848@2VT@M#,'>!K&TIR"DP` M`/MN4A"V^.0PW"``#>CA8$%8;W>Z3+MOP3(+;'`# M\'R@SAE\4W["T`=IF&".^4TF"79P[@Y,#H`?`$!6EC8('T:Z$$RX2/S4P``D M.'<0]\2@(.I`AEF^8E9JB"P$;G"`&V3A!AE@P`@#2!`#.*@@"C,@0H#B`,`9/H''P1+`P0(P1HB+,@>D6!) M28!3==LP`,Y5@``9V-H2GA4:!@!!I8/HPA0>[.:4HZ`.+0#`"F3/)08``%J9 M#<$=*$"&ZKZ@`DV@!C]```-P`QS@!?Y3`V7P!VBP/'>0`3A0719@`7J@!NT3 M0&P14X^@!A/0!$TP!1IR`FH0)*-G`P70`T!P/RFP0W^`!U(P`7J0`6LC,4!P M%W<`!S>0_R-6P`46<`<#4%R!]BMA0`84<`))H`;01P!KP'DPA0,H)`@LP`4. M)&=:Y$50H`9`%`1"+O[47#"``OQ4#`2`#>1`$ M":``!0`:M0@&"U`#(B``*2`!JR%Y@V`F+.`%`Q!9C4`#,N!8`R`.3)".?Y`$ M`=`!'2``/E$##2!&,!`$!?`%6!`?3Q`$`F``M38`-=`,@E`$\=@!&_,$+B`" MX,0"$I``(6``#=`!3"``+Z$'>R``(B`&,J8$':$O$H``.O`')_`%\FB+JR&* M!`408CF69%F69GF6:)F6:KF6;-F6;OF6)F7>KF7?-F7 M?OF7@!F8@CF8A%F8AGF8B)F8BKF8C-G_F([YF)`9F9(YF919F99YF9B9F9JY MF8YY@9SYF:`9FJ(YFJ19FJ9YFJB9FJJYFJS9FJ[YFK`9F[(YF[19F[9YF[B9 MF[JYF[S9F[[YF\`9G,(YG,19G,9YG,B9G,JYG,S9G,[YG-`9G=(YG=19G=9Y MG=B9G=JYG=S9G=[YG>`9GN(YGN19GN9YGNB9GNJYGNS9GN[YGO`9G_(YG_19 MG_9YG_B9G_JYG_S9G_[YGP`:H`(ZH`1:H`9ZH`B:H`JZH`S:H`[ZH!`:H1(Z MH11:H19ZH1B:H1JZH1S:H1[ZH2`:HB(ZHB1:HB9ZHBB:HBJZHBS:HB[ZHC`: MHS(ZHS1:HS9Z_Z,XFJ,ZNJ,\VJ,^^J-`&J1".J1$6J1&>J1(FJ1*NJ1,VJ1. M^J10&J52.J546J56>J58FJ5:NJ5F:(,(N&T*C-\*AW4%U&4`!W$QY@BF&% MP`..^@=&T`-G^JBT,S2#P`*(6ETGD*>$,*D$`&B>"JN)2IT@\",'@`'2T`4J M<`-!D`0?DT!]`,#'`! M$>"9_#HY>F`!W_)Q!Z`"((!Q3D0SO@--!Y`<@G`&P4)-@X"UJ"0(-O`/HW-+ MQ"(%.SM%_'H\@50%A*`#!Z`&D1@!R=$@7-+_!#N`!T"K!E9Q!&0763H%`/&A M!&K`KUKE`3HI"`PV+&G$KXN5"'B0^3(S33#F;`KUY@0YEK/G,; M?T=[%W=[-?Q:`6'@!QDPJ/>A`ORZ!77@`O@E",+Z2'^0`M*@N`_+``+53G\0 M>'"0(PI0111$`![PO&K0#)P["`K`3CM0JNJC6(N`9P<0AHE%`5'"`#M4`CY% M2D)`:Q5B`X-0!/P*_S4">V2#$`>\VZT0E;DX]0=!T`O%*S!!(`(]D+EO(029 MZT8'S*^S4P)5U#UA8+W6B;4_8`,;L&(YP*\(,`)FDAW/RP5Z``0VZ;=D(`,[ M,`<3<+:"0`+<@+-\%VAXRZ\?4`4JX%\_,0!^P*\K(`9.5P!5X*SL M4P@*S%C\:I-$`;B"H#SJ0``6@+D'L`-%L,$B$L5RJS>BJP@Y$`'/"P"+E6I! M>P$P<+;HR@5@\`1/8']U?`\T8P-%0!3H)P@HM%XN0@@.(`>%Z[V!Q*\?Q0#L M9#8'U;8-`"Y5N_>1O-!MPD"_"!A0L%7/4'`7`!;"NG8L6OA$#" M[L2O/OO(A;LA&@(S!\`'F%P'#\`"1!%,H2O"B2``'E`-!R"G"9"YA3LLBMLP M$,`"F2NX;H;1(=L! M1'$#QP#/R17-"68#*Z`#*1Q#S%Q$F5`(&9``)E!9CU,'H;H!T8P$\=$6_,H%(CC_K(-@`BE'`9EU`%ID"+@, MNB0P7I#LO<7[Q3"]+:S"2X(``36M2399`!A=9MC+KP1`P@Z0(WKPM3+0#EMP MTH_;)#'CRC]C?W.0V_S:2><,A9EKU?P:!?O1/9)Q'R7&KUR53KF=P<':=KU$Q"&B0VT*;RQ)0QDLM`.46 M/P/MOP]EOWH+03R-%_P:62>@#WW`3BU#",5KP'F[+22,1D$S2)HDM[L4M%6, MVG5@M%M0&+'CV3*P`5L]V]T<%`'X17\`!4XGV&V0E;TM"#,P-G?<<".0N5[& MU4(1>%RU`V6,-M9,]`!W\P+?5`)2A+*EE-N[)T@`<+8AP*^M(>(+-=F>>U3O MMCZ3Y-+#EKEM`RQPTEH'L`;Q\0&;C`7-)A(J$`%\W)PG(+U6E`2XK`9;0`!0 MP*\.``8_```4L%A-T-D"8(.F)[-@0`$'@`,R8`9S8`&]D`1;PG<$$`%^`"`) MP`4+4``D_`"CV@?\"@4]1HL\XE3F5[4,U@#MO]&6H,#?7%$=L#")9#:%``U!WPG**`$=```95P`SB('"(`"8!`'#=`#73XM MC=$YNZ[.(!(:0L!@QA(?!3``_-JU?U`$%```5T`$4D,!I`0#^S6ZOK+A_,K$ MS8F3!D`%-<`#,D`%5+`1)4`%$(`"((\``F`??R`&-3``!E`"5J$'RBP``Y`& M]:(WCC4^)E`"-2``-1`#CJ61?Q`#)O`$)2"/)2`!+/!8)9!I,N]8*O\$MOA8 MUS``CW54C?58O="15/_9)`')'#-E`0%#Q`![SP(:<#_9QY7:TP?`F-?`L(@ M`A_P6/\`!?0L#S;Y!!X0^1^P!X/@!7R66_FJ`23`TB;@0R4``%+7I9)Y!#:0 MYZKOF">P!CWV^I$)KK1_^[C_EV%`!""P!`L0$L31'H9#!`O``'K@'X+P&3!P M`FU8"2?P!,>8^[XP`W+PVV\1(7!`&VW0!Q30!_9."(TRM&PL"0HP!0F+7-+O M"WEKP'XP/AO00(MS=X4P;U.0UY50!T&K\ND_"G<`"$T2$C!_?R8264:&C`L' M!RF,#A)_%'-@>G\O"(R&%P<4G89Y.A)$?V=(/$E&$CJ,,!(L!P`+?WDS$DM_ M$`M=+"P2;Z+$Q<;'R,G*R\S-_\[/T-'2T]35UM?8?W91'"BTY)'Z@Q-^B,#P*.0=D1!F2>*BXH_.-2< MJ-%/P8T#!@H``"`#1D&C$YK,N?'')9<*`&9HG$JUJM6K6+-"JQ.#BH4Y!T:$ M<1I%E(!'(=89@A#E90L&G6:&ZA2@GP-^!'@^J'0@B@Q0+/X4[`#*`0`U30]` MT/'D",C"P`G#;_%(N(\>M()78``7!4`(L``5Z73RA`/]!"!"#'.$ M$B$7&CCP1%MT^'2`%@RT<4`$51PPASI@V;"%>"YI,."/0`8II#1UO("!"3)@ M$,,?&$A!QI*BZ)&`!T`XP$0=AD3A@@<49.!=)Q5@(.:8&*SP1Q(5J$`:`5J, MF0$&&?S!0@8[Q#`!!NJ`@,,.'P!4!09:P#/DH(06:NBAB";_JNBBC#;JZ*.0 M1BKII)16:NFEF&:JZ::<=NKIIZ"&*NJHI)9JZJFHIJKJJJRVZNJKL,8JZZRT MUFKKK;CFJNNNO/;JZZ_`!BOLL,06:^RQR":K[++,-NOLL]!&*^VTU%9K[;78 M9JOMMMQVZ^VWX(8K[KCDEFONN;J>X(8&&KC!72;HQHLH.260@,$#%,2QPQ9, MX"'OOT+:,(<`C!`10!0XP`'`!`&\`O##_S5P@`C$,+#$"U7``<<+`T#L<7%K M',"9,2:(X<"!":<@1<0`3RD`%@1ES<4%,C@P% M%^#40B*`&`%&"`!?XH+)GO```./A-9#@$@"2\[Q%:X)HAZD>P8[Q`#1,P MW3,4((,2=/\`2[WSE!``,`6:-<,`:I@"^!R#OHD=0PE2.`#F1*&`*0!@?<2@ MPAS(`!=GU"$(_+#1ZD+(*2+P`PO0R`(`YB":QWB`!''PCRB.(!TND&$ZQ)`< M`-QF#"',004@7$82(N0!&06`B*#2@0<.$*=G/,&&)BQ&$@B`$04```-5P($H M!G#%O]W!*#?)X0&FT$1CZ($$'F`&`988A!I9`(VA8D"#M+"X9C2!#@"@F#&" M``>1721M/!``40!2`LVH(`!"^X,\'DD,&42``B6X0`F\,`@)".$/I2AE"RY@ M@1:4X`LR(,85,`@U->P@!Q@!P2"H(`9(`LB+:X`<,Y)@`S44LA/_2'A$&RTR M`B[8`3S-48\%V$.,0`='"``P[T(G):X8H88,0GN,#% M9^"!!4MP0@,&V@`LM*`"6G#((_95/F<$S"@`$-334$#D`T0-,8!$% M*($+<%#H`?R@A!X<@P$/.(`->%>,(32!`#`E@!$R43]-_J$`.N1"`3X``"Y4 MTA`1>`0%KG"]HB[`"@M@0P6P$"8MD*$-%*!`']KYB.T-!0@8H((#'2H@-!V` M#%MEA@*``(`AVN``:YC?-9+@@C^(``M;<,`#P`+!!A!F;,@PP4SF4(&P,@-Z M=.N$">9P HT!!G:(",J,K8V\W!`S_X_X$+"-J$!92$J]%HA02"J94[!*"G MTE1&%K@@AULVX8KBL48=4M""J:I!"P]XP`0\"``R*-`$.\BG,NX@@:#.80L& M<`8%]M*)(A`D"``T!@-8@(8`@*$$T(7N%P:Z`AZ@838&\,$>.E8,%/0C`BWP`DNO,$I&:``.:EU& M`T"D-B\T+1E'4$/L#&$%%Z2NK-K]#QC,\8>47M0J*(@#`.C8C"L\@@0GB8#I MZK``)GB`"VTH"1YK0K[$@?_0TDL;.$`D`,!/[10C`M0X,K( M&,,!I-#T*43HR@A00PO\98@A>```"`AC)U+`!;I7W5,3EHH^#]`T*W`!Y8&U M2A@>D*`_+*&G9D`GS.-`W&0HX*RQ`4$2AC*&+[3#`GHWQ`!N@/>)W\$&B?S[ MI[Y^2T8XP4;CXP0%4O\'.+!2(S*X90CB`(14_Q:C00=&<`.&T`C,/X#=Q+"# M`2X@APQ$]P%`P*'J,X6`%X#A!^4U1))(0#`H1!:)?R"!O#-B=S6,0!E&L*)& MWK`",+C_"HN8OK9X(`<`2'2W/I;_QGFPE`HN(P8'P!WZ)RX_$`$&>(`(F(`* MN(#XE0'1TP(8,`$*N`4(>`$34`&.%`$68(`6(`8(L`48(``6H`$A(((6D`$: MF`%0\`)B4`,8``4C<`%10`!N\`4Q10!?$``)0``"@`%;$`(V.``C<(,A<(-& M>(1(F(1*N(1,V(1.^(10&(50*`0\8(16((5.&!C"(@((X`(UX`54\`4E@`4) M\`4I(`:_5`+/!5TI$/]=;MAM8"%+;SB')B'>KB'?-B'?OB'@!B( M@AB(5?`!!IR*$$5"`` M1+:,SI`":D`!\`4-X*B%^@0`:!`D.A!_:P4$?>!WQ\`"[$@5+!!4:S`%+^:- MSN`!LWP:P=`?,@@ M.1-``'`@DH:@!RD``"KW!X:7DU_D#&BP54C0!UR@<2J9#'70`%Q``;M`#0J@ M`F2P=(+Q`1_`.SQU!4W0!+=T`@2`=M&`!R_07M(8!^M#`R@"!DJPF!6$!0#P M`$I0#&'``WV@!A3)#!CP",J##%\7"170!D[)(1\@/$I0)4X@`&I`7SH`-280 M`#36"0D`!QQF`YET#$_0/6E)%UQ0!A<6#1'`!91`_PQR9SH,,`'Y&!$@4`8" M:`A"<'B=D(K&``0;<'6,(`$SL`;<(WG,(&A3L$W1N099:0-A]@<-TGI4``=M M``))N0.,\`$OH`?S-`?I*`H[@`/CH389B4LVD'6Y60.O!8_1$`:&$7RB\`!2 MT`D+<&9Y107420P-,`?(!UNBH`04Q@@`$`G%H`^$U06=,`3VIP7]`PVR%2'( MT#I/!@9TH$^(\0=G-0%,P`5`8`'(]`<-H`8Y0`9D4`-S0$Z=H#9\HP9^T*"& MH`'.F9NJI`9/-@U)"0#+20R,=V4+```D,!L\D&J=<`''A`1R$%[:,`6!804$ M47DN<`"XR0@3IAIJ$%Q8@O\'DO<$$V9"TC$!1A!HQ0``$1`Z)Q);#P``D?D'>`"IG4`% M<4`'O]$$?K5Q"P`'QRD-L=8&,VH,'Z`&]_,''(([4P`&'*8--P`%'+(]6I@" M0*`'9]`&U$9<2-!IAW6FC$`&7W21P.,`V&$('<"JG7`&:N``JSJ.?_`-B7<, M3T$`!Q"$2`" MR14_.ED`$R`U``A!D-1^`"%"!K="D*97.0`#$'-A``"^![ MAG#_%E$`!UC@!@=@"Q0:"9+#!.=E`#QP&%WV!Q/&-R?04QI0`Q*[`*OC!0#P M&88`@#)P%BT`0G7`-E,P?L,V`",E'2IP`11K"*TSGA(P.X8`!@\P'VL`7_=$ MDW/0!T(0!'.0?:+`!W,0?`JP`4!P40Q0(B?@!&99!24!`&M@8BZD;2NP1)?I M##QP!7*@!C8@`"5+#`K`!0[`"`-@?L>@`0=0!GN&``>``%<`/$)0`'YP`_-S M`VUP1:_)"*USJ166M\8`.W2G!SR@!^C)`&'@./+T`$@*L(;@!"]`!@0!!Q,P M$`'0C5D)!"KP(`K@`?D(!BW`!@<@N364?Y`V6%D,8$,-(X"TRU``/%`-`M`&$N0!E!L- M,`"8G=`&<@`"65!L4;4#-3"KS7`$->`$4^R-&.`287,#YC8!;?``;;!$3(P! M-2`?T6"18+$Q"VL,8TP,.8#+?<.E?R`&*B"DUI`%H66DUF`'-&`D4N`!$1!; MM'P!&*`!#=`$U>L,#+!.&$`$Q^PI0>"=ZCS0!%W0!GW0")W0"KW0#-W0#OW0 M$!W1$CW_T11=T19]T1B=T1J]T1S=T1[]T2`=TN%2)*\LT@`S`%4@O"8]+C#` MGB=EORNM+1]`!B>U!NX3T\Z")FCCK,:P1A6*T\PR`EIPTXQP!\N9F<=0(`V" M?$"=+$'0!W)@4IT@!&2G$BY=,18``">@!F#0U,TB-P[[!WIP`0O6%)4G"@2@ M!B?7!]?JU4P!.>=@0"T`#PH``H0`,U M6P<#D,G7,`0XP+/*H`#H8\6,T`!^$.#$P98UT``APJ+$%`)ES?]5[_]6`?]F(_]F1? M]F9_]ET_`1EP`14R)B1@+QGPX!APBA-0!F70)DY5!AZ``QDP:660`5*``62P M`5+@B!G@`1N0^&2@`A&`P)\M!1N``QO@`#A`!F6P!F2`[?6Y)VNP!CM0;&M@ M`XT+!%%5^J9_^JB?^JJ_^JS?^JU/XOX>^[(_^[1?^[9_^[B?^[J___N\W_N^ M__O`'_S"/_S$7_S&?_S(G_S*O_S,W_S.__S0'_W2/_W47_W6?_W8G_W:O_W< MW_W>__W@'_[B/_[D7_[F?_[HG_[JO_[LW_[N__[9D@-T_@=UP`-0\%,#L.A6 M80)9#PA_?T((3H)_.0N*BH=_,XL+)HV31S\\DP)@@DP"DYY_+$I*)P0,GZ>H MJ:JKK*VNK["QLK.TM;:WKE@4II,F+0<2APH.:DRXK7IB.Q&'3'T'`!>":0#5 M`&V-`3L`#SMK`9]Z'@<-C0(`4X(>$ZH%&Q$M:WU-Q_7V]_CY^OO\MGH.!VA\ M6@"L$8:!Y.2\$!1$)$$)0`6('JB0RF#&4UZ M"$HB!(:"/PRL6&%AYP\$2:X>:#A43M`!,6&*'(H38E(#D'_>UO#!XH\=%BSJ M$&R0@P4>01AP"-)S=26+,Y-*S"F,PXB@.BQRZ)G,PE3?KHA8@+63Y`Z+.W_T ML-"SL[3ITZAM5A%P0 M3JBB08U2`.S":O'$X`"]0R*F+'$+%\P!$2.I<&@#C*#/`QO^8E`9`L!#!B0\ M1.B#I)&(`W#`&2'_O>#&%BX`>/%1!CE,<,`(?UA`QP1J9&&J,%(``;?1& M16H89JCAAJHH\,!3![3U1Q)SB/`'#\"@`$`Y*^C&``!K+-`$`C$&`8`?;I"1 MA!'3`1##'Q]LUT!"867@20HJ3/+"!9B1=2`;0=/)6"@TP80J5_^5< M*<%>?YP!@&`8I//'`P]QX64=!IS@R0`X0,,#`@`<`@`6?U#@@9Y\#A!$!6IH MTH`:FKZK`08O?%"7I/CFJR\N:@Q0@QA;'##`'S4<\-JG&(3[QZC/G?N'!AT- M$B<=Z`G"1YM*X&KD(3!L4-8A+*BA+7>^"D(ENW&'``3]^ M^L(!"2R<5,RG?K3"B3BXT<4?WD&001X^<,&G9*\\\,$A.0#QXQ\(%-;!0\+" M=XY9Y[Q)Y4 M%#1T7&H@QL0!8]A5!1%/M^ZZOFCT80%8:*APP!8=S^&!#6X2(`4`$3!.A@QN MHO$'"&JH04$?$+CQ@`$_8`,`&RCL8`QTKB@`A`K&FT#&'!2$/P$O0(SM2;<" M'9($$#N0P,4!?A`TP1$?4'`5#G'4!<0&>BAQP!12N`'E#E$"+H2``UPR0Q+: M$"7;B>$/4N`"%'@WA2@1\(2:D@$-:@!"`2! MPA1:00$IB`(5V)`0$*3@!TI`P`P:D,*,_<$,(_@!G)!0@RU$X34QB,(60G`K M+-R-%2-(00=<<+P4IO#_!6<3A`9HTH@&_*`#%2C9'P:`@1JLX`4BJ$,06-4! MTA@@"B.H00.@@($@Q`4#%K!C(_RUA2U@H!,_Q(`&S```*M+``A4(@@80<`8L M:&`%"'C!"OQ8`=+PH`(88`,O3,C)3GKRD_D`P!=`2@!"!Y\7REKC,I2YWR^O*7P`RF,$T@@4O`0%,BJ)DLGB`B6#P! M'*EXPK(:40<)+*T10G`<+`H``UF^)A5UT-0DWO`&5#A*F.ATY1$HP(4)V$`% M`%!"MX`BBR"\[YRL"!@]/\&""%#``5RPP1#^T(4#^$T0Q,O3*\XP`98U@@[3 M__E#'@+`A;$(P@H@GD&$#5_5$"11F![7\H00[D(H*@""(#X3K"6WXZUUG MJZ$GS$%:()-*E/Y@`@M@``A^Z,(6U`"'OMB`#'HHP?\$+@"'8`3V#U#(0`3B MT`4#>```4>!"'WP8'RT<8+"'.,`<)K&#\3(5<5P(A@8H0$6UM8`,#NCF*1P0 MA`DDB;]@!43E$A9`EX`FV@(`$5 M2*,$?BB`"7["SP-8]!`&6NJ!)/``:7#I<(%>;(O5J"@I@=4 MX!!ZF(-_!2$!`+,A3PZ0QB<.3+]<1IC6^=@E" MJ)\X@&0;$63&GK8/?^@RN=0L"#84I1%(<.@$)-N`,C#`#@^0FK@>>(A7E>0/ M!L#&'S#X!Q\HP0DH(,UID28(%SS@`)H@-9O[PZ<_;(`"][*SM/FA`^*>0J@W MD+68>*N&#+0``7^8``[$J8`[/)<$*E@``.;VKM?DB@`GB1EX!0&`.0A;$%P( MDZ=+,%51*WC-\%;F(<"@AFJH`1H8*#@`DC=5>G\LU)S]J<&5=P6#'L`8P_X$ M'8RD;._@X0;-Q@"TITWR?03LX22XD%`GP`6C'5*+NC.:&R`L"""P8-&-!H+C MZ$HZ_TGDJ@=JZ`BF/2$`@1V"!@L6LE)*P-HFS(%O!/&$&5GB`%))P%[S\)>.>>$`:=MV1';!V#0[#P!J@ M6O*^VZ(`XTB#!"3P`3X4P`=S4'$("MY0%`@B!VI(@2!,,`4`>(`.6]##!T2V MM0M&`"&^!``54X0!K>-84L2&'LC<@`'`3``AG((0)ZJ$/`E,"" M"P!``??Y@!V\(X83V*"9IUCU)(HLB#R<8`XO$/8=B*+)23@@M(U0P`?FL(0\ MZ*$&7CA"`#S@N"?$DP=)_4-[1'`$,B#?[_#WQQ7\[`)-A?\@.09@0`"2\W`M M@/T/*$`"#M`"#-`$`F@!.J`!'A!))*`$6N``&-`!$>`!5*`'&'!]4@`%1E`! M%-!LA\``;*`%%A`!'=`2.B`%868!#N`!09``#C`!+9$"$X`!6R`5J=`!<],( M4.!?!7"!6F`B?_`$&O""1'((+[!EC7`%`G@!!:!Y7!`!&N`8@H``98`#%X(5 M7F`#-@!H\=>%IE0'%I!@7CB&9!@I&5B&:)B&&7)O:MB&;OB&)Q`)'3B\P(3+\X M+<$X>9BS)YZ``D#P!'F@!6I@-,W8C;WTC+`(,GJD!/#D"1EP`:MB($CHC>P8 M2Z_R<$"@`XVP`*%%*)/``'$P:5A!`6O`1>WXCZXD!P`P4'JP-U-(`7JP`%Q0 M%BV0)'J@`L:0`F3`:0<`#@)``2,#D!H)2@I@(`5G`4Y6<49P`BI8958^4F.EY5^95@&99B&2D& ML%"3=^,!KA&$MT87,?4'=V`J?Q!P9P`64\&-LM2>?]`$C/8#@O$81M5\ MFI($IF`'6!`Y#GH',74K=L"&J.!O`49UJ@!O%V(&_[,*=5`"':%5J+!C3\0* MWB$RAU`PQ&8:534!>U4`#@``QE@N4N@!<2`(.Y`X0`F@I6D';``@=."@?S`. M;=`"\.8"-Z!E6`4%6`&GS4!3W`&-6`#!B`%<@")@O`&%C`!4M`U2E!2-A9N MII@*\.8E)U!PB#`&BBH"(UH#$R``)/#_"VU0!0G`.Q[`!'6``E(@!34@;"N2 M!U:@!923!TV0`5*`!20*!@%0*,T7!Q0A"$:0J!;@`PS@!!%P`EI``@-E!V.0 M*A-F!2TP`1]``VHA!!/H`G>0`UL0`"\P0I]P!VK`!FHPDW]0='>S`*KH`7+P M,HSVD^-0,BUP`P60!#<`!'2);`EZ`#BP`![`,FS`)RP*3=SV(UWR!U3`:`X` M%#Y`C/*Z`2+`!6J0`$67,>9R-"PC`UQ@/#8`!$A`&V2P`FU`!Y,`!#Z#.:DC M:D:C`I&*"O"&!6`,L`P04H`4>0`8OT`@OL`!78+2-9K!`,0;X MZ@`,=`8PHV!4-+$K\S"2R2DA`&\ED08J<0B;Y2LL!W&ZV0KP1@:*&@)9,0=> M\@\0:<$@R?E[TW$`4I,`FK"X.D,!*9`#.6`'7XH%?N`% M`.`EBR<(O`8F7'<&1A.Z:M`6I!L^TU*A''``;*"Z:--37>8KBA$&)OH*5VH0 M50(820&\!]`1@44E:U9Q5.0C<4(.ZA8=H8-QT6L';=`&,A`'=^!=@F``S#$% MS`!OEQ"^8:`!G@=4$```K$0&8X$!'K`L+'`5RG8*95H")4`"F*L^:H`#5[`' MC8`#0&"60$D;)<,%.V`*-;`8C:"X!5$#H`8$9-`53&"W?W`"Q/@'UH(VFOL' MG'LV=M`H'@QN(&P,8>@!E*``9Z8`N%B:D`0+5NY,`=0`9EH`_^".@W@`'0`!2C0 MI9`K&![L)4RF`4(@PJ&#(&3E`YD,LHU@QW40!@!0LKHZI0S&"O"V9H>``Q3P M%T#`2C;\``D@!,]UO=K2`GDRN,'"+%YU6!?`-U#[!TM@QX+P"_A<`0804`U` M%$H1ON92!!F@!E=0_P#8I0B(D8D.X(!7IFQ*@`&L`QOWU6`'8*A)<``9\*4> MH#-#F0`>X`%:$,YNL)@O@*)+%0$!$!\DL)DLR+-A3<2:8P$>$`4_0`)-``+K M``(B$`%N,$9D0"M@R)D8@`%2\(,BX`$U(`"I&@1V\!(`D`$GX`-L#060RZTC M`IEKP$I+4`8>P'PVH%"J8`81```(A;,`=NHE8WO%9C,!(X M4`$`L@4?$0?7ZVI`8'%SD#=08%!^^@L``&[><2J%3`%SX%%*0!YJ8*@V4/^C MQ*`&$\!W==D*=5`8!:H*GN$*>#`:A_`7#*`ID\$*M=B$^,0`>#$8?<&-;!,: M#EP9$H47O)`$"N`#A-$#>6$7>(&BG($7I'$'76$">/$9"FX'#)`#=T`7D:$9 M"G`79Y`'7!$#&E#B*;`Q=`$:?0'@>M`"P6)6>`$6"D[AV1=3+,X"=';?/YG, M5(`$N&B8J)`%+:!-2MZ52(!U```$?OD)IE7E7O[E8![F8C[F9%[F9G[F:)[F M:K[F;-[F;O[F)[G>K[G5KD=]9`#]LWG<7@&9+`%+;`! M&Z`!9D!2^@G&'PZEDD MZ+3``AW+H@]``Q_@!YY``T``GK8@`-MI#P*P`4]%`1'P>GSC`P#JT8.P`1^` M`B9@!]ZVWPK@`670`*_1`#L@`CPP!0\4`UPP`%C`!=%Y"%60`3P@`-VI`+1: M4E3$`%.``P^0>(+0`62@!!HP!?]+[+%@`H9YPUA!G(T0OO@2,MV$`,WV"_41 M)Z,C"(.;@R/5!K-[!V70!M$69H+0O_\@9@^P:7L,2"21!>!F!S?@,S(045]P M`"Q1F)HSPPYO"Q)_""AP_Y=\8`J\Y@@.L`-;\!?4#`!2(`DFT`%0HC$)B"L&A^KFX>G0%< M<.*',`*M>PAQN@`8+@@_<`"L/@<&P`(4$!T58&^3X`<'P`,VT@AY$`[=BY(P`5%8```D"<1P0!J!KJ32YDK(`;BM04C M`0/MS3+K9`00T&U!0`$'\`)S@)\8A@HRH8J'L`410_>"(`3U%@<:Y"O>@;@W MX"8%IT<`P05><`?KT[H8<``=3S=<,`[O M\/'R\_3U]O>?!Q&?'BH+_T_^./#PAT*5?PMT;'D`R@(`!9LH,#R@9-.G[U$*-B3]ZR@CT\P<'`#U_PDQ@H\;`)C(Q#C")N/0``8L8([D!\/9/A3`. M0,(3"6H$E5"K/(U]59N\G``2`=(BR-_"?+"!30(O$#&)IGQ0]`? M.WBQR14'!/3)%G-`-,*`'GAPQQ\U[/<'$0#X]0P`"6Q2AA(,(('7&![4D<<' M&K#`0@>:_)%'"FJ.#)'0G,0=,?`LA!005_C&&D M!Q!1`<`!-D!D``!M[!##)MQY``06?R``@!I1_.'&DWH4.4<'FP`Q@3LOS+'; M`70>H(8,BY2AQ@WW_0'##1XXL,6%?XRP0RAWJ$!&9$D`I<(&D'01I@>KH2,! M`%)X@(,>5!QP`PXV!(1`G70.\$<(-I3A$8^LMNKJJ_U'%& M&`X^0<0VF["PZB8Y+-`8(D$DM(D>,!!A(ZTL_7$$0)N<(%P[0\QQV+0(Z;`) M'@@=\4D87?`@S!\*;.#",W7\L\<8<@\+`%FIX(&EQ$FS` F`CU49'!LQRRW[/++,, GRAPHIC 26 m62094tom6209414.gif GRAPHIC begin 644 m62094tom6209414.gif M1TE&.#EAE@&:`>8``(."@I&-BK6SLO+Q\0@&![VZN:VJJ:6CHLC'QIV:F>[M M[*FFI<'`P$Q*2BTI*/;V]65B8D5#0^/BX75S<[+R,"]O,3"PN?EXXB%A'!M;#4R,M_>W9F6E5%-3+BVM:">G(V* MB;"NK>KIZ"8B(M#.S6%>7=K9V&QH9^7DY&AE9!T:&M'0T(!]?!42$I62D4A% M1-;5U*NHIMC6U4`]/,K)R#@U-;NXMS`M+.SLZ^SKZNCFY=;4TJ.@GAD6%B@E M)4D\?%Q+.PKR`='.CGYLW, MRF1@7]W(B8J+C(V.CY"1DI.4E9:7F)F:FYR=GI^@ MH:*CI*6FIZBIJJNLK:ZOL+&RL[2UMK>XN;J[O+V^O\#!PL/$Q;],QH5HR72V M'T93+!D$*BA2HJ6*(`,2C&T@@$R0!P8P!KD0\$6*``8,I+@XP4"%("TV"EP\ MP&!0%"D&#.1@(M)$@1F(WG@0Q$0*#T$JR)P04`#C,D)XP(AYDL"($4%O!$4I M^8<'`R8ST&"<"E,0$D53&7B0BC%A(1-%,'CX8*!&#!X2F`R0&%$0FJ4,_[S^ MD="6T90^:P=)!0#```P#/&;PP"$HP8D3-K0,\'"`"(`#%!@8**#W!``&6A(` M"./A1`0:@EA$F"``A!8N*$@P`F/DZA`Y4#0V&$A1`0MRXJ4,--"`R$'#OZ\(>!&T!P-(23N M$`%AAXPY$,2$L("!Z2\>$)"!%WY`,`$!`1@G`P`8 MB$'.&<7Y0,`/#;2A`0IPR-!`'A=08$@(H/WA`09P'&&'"N[8D$T#-V0@XB`E M$'#%'P"(@4P,-WA10AQ5&`#'#1@T<$`-#13A`/\&$0C"0QZ#`."''Q'`^,<4 M!+`C1@XR9/F#!0C8,8@18J`CR!(]F)''DA"D\4<&#C30@!\^[.`E&"#@D8,# M+1@000416/%"&87@T(8,7`SR0`@U`/!"#5IH440#/^SQP!\+A>!%&US@((81 M7EAP@P=P3.'F'S00$(()!-3@119YP`!0<6CLP<4.(6"0QP;A+7*!&`#@\4<, M%!3H70(.8,%``FL4D"H-#\RQP@F"6-C%'W@8D0,`*R@!P!!Y$"H(''A`\<,< M9<@AH@-C*(#$&<(*`MX?%!#@AR!)$+#&(%8X$%$04U21(P)_*"%`,`#<\*L+ M@Q"P@P)_X$"``Q_`0`#_P1*D(($8(>` M$1C$*\@#[$#\1P`$R,#!L%#\<9T@/5A`2(T4H-'`%(+D*$@,*;RP`]`G_!>! M%U3(\R8!-_W1PQ$+B"%$%C>/(0@955@A]`,]$$#8'U00T`(A+IB`,@5*&/'" M'QRH^X<`*2"@]A]0P$&H`R\0`<8?<@`03B$7+*"'V`?)<$#28(M!@1,U&/#' M`@3L+$"#-33YASP.$$`9'2L0\,$'!(CPAPK7^B#&%%_\41\Z+VCP@.:+!+$' M`1A$T7`,?[AA]1\D&-!U&SN/(?\012`-SA0-02`#'?_32@!%L\(<= MN(%B$B!``H@@MGJ5H`8ZH,`.ZB`R00Q!!AK`@QB(\#(*L,P[F]L2(;2@@14T MZ&876,.]P-"SG_TA!]ZC4:MJL(/:X*#``EQ&`"H*@01S^X(`J"D(. MZ2F$_Y1P``)(01!^`*$$WI`$E#&``PK<'`$XZ+H_U*`'"+``.GZPAA;4X0`1 MJ,'J"+`"!)2@)$2PPAAD((`I,.4%/2"$!!#`R4ZF[_\/"JA`'`)R*0+$@`@$ M@-\?S+:`!8A``U.@0@_@IX`\7*$&S\.1]00A@S3Z$7!BL,`*$D"-TLD!#L(; MA`.,0`$*-(0"1E!`#WK&.1&IP$Y+V.$*C%""8&Q`0DER`#+F$#0,S.`'%:#8 M'TP9`Z'5BP,_<``%P&"'"OXA",X!@AC\4*,HL`B$+,L!(7J@`@CTP2,!^`$) M3!F"%@*0`3$41(T,(`8^1(D`%VC4/4,`O)D(8FJ#`$$%"D2(!=0@7BUH%0&$ M!@'1V4YQ?_";10TA(?;H@P-BV,&28DH`KRP`#F3\>C6(A4Q!##)0`!,(0"T] M?F!@0$@4,-:P`8R@0`RMK8%)(<"'='Y@M0@8P.1&((:*87`,\B"&([7M89D0&Q,F-P$7+H'`OYA`%.(`!`&$02/[79LT&1QG#-H9:""%,(048L0(\`<]9,`$!Y`!4]+:D`GT8,%7$,$`H$"`.41@#(29 M%[9LYC/2"D(#-DB('`*`AS'TX4:H?*T8.O`!'-B'%Q[XP0=FU@8PW(&,05A# M$0;P`HJAH`(`ZK5H-E^K@DQHP12.<`4"/"\$''#.'SJ@AND)(@T-:*T% M=J""`#SM#Q<@``4>@`%Y1.$';QM$!&PT@"P4P6,`@)P*HO\`@B6(3V]7$J(/ MSX``)I"@")?Z0P+$X)4S=/,/3/!`2^-'CRV4E@#'R\(-:":9(E!KB_&K@M\H MBX`][(=_,Y-B(0YP%$$P.0%_D$(1>(=1=@L@#C.1WL3<,*RM.$+G0@`:*C4\ARD` M!AAX.ZM6<`4TU,AC?Y"!&!RP@RF\0`1P4!,!>D:(%XCA#`:()Q)0^380I#CF M&[#"KE)EAAW0<`!4D($?KI(O#21%$"G(AMP>D"HQF.$.$U"2`VIP`O02ROI+ MJ,"%'-`&,\R@5@ M`2>D;3)H_P,JH`098`,"Y0,M(`4R*(,PM6I9D`,!\&@WDP'T)04Y0%DBF`4D ML&@=D`-6.'2]4`>K`T;8,@`/@`$0`4'<"H/,`!X(`0FP(4/0`=1 M<``+<`!T)@A'$`"6>"EL9(F6F`0?,`=N:`,^$"]!\`%40`=S$`!KAP>K0P<2 M8(D'HVU(&``V0`4!T`(5L`!<2`AV4`66Z`/4<`"HR#:62`2:.(LD8(E04(I_ MP`*;N(PM$`!R<045$``>8P+``8U@' M4*`"!7`I5W`'':`/@W`'>&`#`V``(;@(2@@.^KB/_-B/_OB/`!F0`CF0!%F0 M!GF0")F0"KF0#-F0#OF0$!F1$CF1%%F1%GF1&)F1&KF1'-F1'OF1(!F2(CF2 M)%F2)GF2*)F2*KF2+-F2+OF2,!F3,CF3-%F3-GF3.)F3.KF3/-F3/OF30!F4 M0CF41%F41GF42)F42KF43-F43OF44!F54CF55%F55GF56)F56KF57-F57OF5 M8!F68CF69%F69GF6:)F6:KF6;-F6;OF6)F7>KF7?-F7 M?OF7@!F8@CF8A%F8AGF8B)F8BKF8C-G_F([YF)`9F9(YF919F99YF9B9F9JY MF9S9F9[YF:`9FJ(YFJ19FJ9YFJB9FJJYFJS9FJ[YFK`9F[(YF[19F[9YF[B9 MF[JYF[S9F[[YF\`9G,(YG,19G,9YG,B9G,JYG,S9G,[YG-`9G=(YG=19G=9Y MG6B9:T70!W65!7(A"'M`/@L%`16`4#FS!L!C`46`#'D`!P1@@(2P!!%0!$7@ M!P?S`3_P,`9B(#<2(`<$ M0`((<`(]X%)54%=ML#;Z]YX?0`3N)L,0`#+Y9XW MB%YR-0@,8`19\A\:``!TP#J\!P,M$`$,((B#(#$$<%UZ-`7+4#H,\``H(``N MM4X:"E,HXC8BZ*1MD0-UI43SZ3!#P#H4``*4P6:*XP0.H`##YAT2LUP[Y!T[ M8`(W,')WH*'?)JA3D(^\R68C`WA3L&CTDCI,YZ@^,JAX4`87<`>L8_]=9J`! M-U((_4$`Z?,!6G8PI'H`X0&J@@!9B$H%+A`#=.4=A054.%%7UQ4!"V%*.J!K M@\!F1_91!*`X`X"H@JH!^=)U@L`J=24S.V1GO"D%6?)8-2!0A!4C!+`'VIH$ MJ=,&.=`SK),E^O(3A'`#"CL(3JHXI0.IRT4(!.`!D.H#&X`%&D``WI&SJ5I7 MJA$!7/"O8A2H;$94!@M7,F`$9""H=E4(/Y``.7M9?X`"@UJHNKE#(S,#(D`` M9_`''R`'"4!E!#`Y?\``0N0I=46R!-`&-J!E!D8(?M`J2JBN!TM&;L0',=LP M")!K/S`%!9"SD=57F20(+I"V/H,='UI71%O_M\)&`&90.C&0;=JDKBX0!`G! M`F)P!#AJ;CB2,]EV!V9P*KB)M7`$/'_`!\Y10CI+#68K"'YC:EX[,621);DD M"-X@L$V1)01#JD_0E1`P8. M*\A38`6"+`9PH&4+\,(R,YLSD!4,<'X/414/010@S MX`H M[!1IX0%K\1!_``,WX0(X,`)7@`<#H`)!@`P08\PA.`!,X1%!`$9(('J`T_^H MV%F159`'V1/.$\D#M6O.ZKS.[!R="G`!C'<&D",O/[`$T*H,-P`>#N"[C_#. M-@#&[>P*';`'<(`"4*`%Z$D]^YL($F!X8Y!,D4`%*KO#`=T)+A`7@\`#/*`6 M0R.\@E`O:S$`,\`YZB0($N#-9\2XA"`5YZ<(!:"SYC'*%7T)#Q!_AMK\BR*HTO3LIT6L`7!]`&%2`L%*`! M<1"L30&I(L`"8;"V_2%4,_T(5"8"44``8,`R,N`$??"V>C`QAF`'1K$11AU* M`;$@+T<(+4ND#T0%?7`#+%!799`V.R-\;)`V&D#_!;.C`C4``0E;5V(@6F/= M"#-@!3'05P2`3VE[CW]`5Q0;NW?#.2(0!#7"`S(<42E=A']0>QE[6C%*`##P M`HXK,=YA`#H;HV*@`<.W3EB#LI/M"'`Z;-^06'4%AU0F![E8Q1A5!YS3`PH0 MMQ0@PWG-U$5H`ZGS`ZU4`(']#;*=`X<:63&J`6R&W0OP5[C[VX[0Q0Y0>YD- M`5*P=*J$+6K@JB8=`4$`!RN@`X#7!PI`5P(@P^"R!++*W02P M!(>Z!BK01AJ`2G$0S4VEN.C]"%DJR%E0`E-0(\F-`'E``&.P`(K\#D.,K7!` M`J4#`;G&;0!2`(87!R50_P)V8@)N#`I0`QL`8,\`(^4`5: M7N8O`'`'9N9F[@)`<`&",@`;8`0+Z@9Y1S)`2L`+'8^@$^7\4[>@!N5J1+NG_.`-P,`:B:^D!60,BD-R< M_H\3TQ"A#I`@>C*E_H^%R^.I_H^'FDJM[H^O7LZQ#@ZO?C>US@R3^.J1E>O& MP``R`-"O_MF^#@Q;*];#7NS$(*M)15^'NMO*'@QST`"4!`=YD2,Z%>W!$`0B MT/\"#$"^/K-_VJX_:O`!#)!9'R4&D\39X[X+-+`"+^3B6E,#'[HS[8UPPHJ0(]:*"'30`GG[`&.@.'Y3 M$H1#E&F0OEW)0#+00Y(0`F+0!()`!T\P;'V@L8H`""0$%'^%AH<=-1N')@0+ M?R<$.$-B-(>7F)F:FYR=GI^@H:*CA@D0I*BIJJNLK:Z71#4])ZAX4U:%`V4U M,ADJGPL$!YQ+8E^&#TMP,']0_P20!%VOT]35UIP*(]?;W-W>G1X$<4FH:"$U M+G\%<@1]+*&-+YQ&.X<4!!J%92M_+T4^WP(*'$BPH,&#G:[$R?,+%0L"$%A@ M$#=,U`<"\C01(8#E$`AAA30X^+-&C!2$*%.J7,E2I8H&#G"HLD+@#`$"$:B0 MJK,C8R8+?3X84J'&")X_2%8T^",&S(.64*-*G4J5$Q4+,@QPPH/`PP$$`RZE MJ$$`SID""E`IF.+S$A4XCPRE(!"@$`4Y+[000%&UK]^_@+]U@0,@DP0L-!KL M$".&@!@,7(3^X;*"P`X3#7L&/+ MYH2F!O^43`,:%]%3N)"''@3,I'!PLX*F&W%`7:2%J39?0TSBY"L$!0X'`GMF M:]_.O:H5TY?PN/G"YG2F$C=KU'!C'E.P19ZD#,J4@`"Y0G5JB.E@R-G-*MT% M*."``ZD@A@VBX)'##W`0H$8`!("P"0LU1/!)?9P=LM8/=1B"'@1'%6+&32D0 M:.*)*+82@@AIA&+`#F71($,Q$#RE"0)B6.@)!#5D!HL8'A@R`@$]M/?'1'VD MJ.223&KRA@PF@!)%#&+($((`!^1(0#J;X'A*)V^(,$8F6>0Q5!8$"'`("7"L M$&23<,9YXCJ@\$#`&AF8-Y@PH`8"!3_PL0-!&2P``(= M=G#3=')6:JEV`)SQR1-PE'!;(6C`:$2'G&S0QB<6G(I)")H6X@"*!&`E@8L$-*@RWEQ"% M"&"$96WX!8\"@4,),R`"W08#`H`.GJBPA02XE%!-`1PT8D">?01A"=Z M]/#&)0^EP$4<$1HB0!%BF*'"&XP2[/#,G)3Q`P$-Z(FB11P,IB%%#'H`Z4G`' M?=3KR1P'3$'8&GHAGHD74V3A(R829%"9&,"U0`07#>31]PMV%)+"OQ:<:^\/ M8LP`?/`X-W`&"_?XP1EFIP.\E$)NWM+`"Q*UL080[2D`@(,1XI>)(*BK!9N0 M`''V@`*J-?_&,6(8`PHR,(5"!.$%-[%?)LH0OA\`87]A6UPA&$"`!,R``C(Q M(,U:`+9.5($L??K#`&"$ND+@@"PDL!$FF*"&2OSA`2'`517`4H@CU(`$<[!" M@T2@A$[<96A+@"'/9/@'&DJ.)"/0X(!8!"#`PZ@Q`?<0`,0<$`8 MB74!.(!A:9L(0>@*$0,9Z.\29]@!$=I```?8[7H3N$D6Q#@S&(Q(3850@?MB M<`$12*`&9QA9&1K0N6_E``[,N<0,8E"$,2S@A8<(@@@F68`\*G`--U@`!36A M@QI@\`\ZD`%\#C&H,K1!!A!H%R=4@)Z.:`<)E*3&`7X0@2+MK03_(M`#$\K@ MAAZ`6K@3(::]*27.$$-%D"!"8@!#AAP(R>"H(8_CJ(%]1I`#9YC"`/\ M:P4R[4Z(J`"#-*!!`7-XP,NPAM*H)*`!4(VJ5*=*50UDP0)2S<(%+M""!F0! MJIP,@18V8`8-E&$)$RB#&;00@@IH00L@``$/W[H$%+QU`F_-JU[SN@2J^K4! M1>@;`43PU\+VP`&%_6L$_*`!O&&U`1?8_P`?^C:!K7XUJAKPZ@M:$`((7,"S M8+A!8J?:`\:8]K2H98Q^7BJ#*=2@"%-8`2\<(((\3($>/W#`"ASP`Y8QYB:_ M_2T(4TOYT(VN\9G5#'K;+WGF"H00`L$`_``XP M`Z+P@0)_@`<*8X&!%\S@!AH$%2"@OQ.HX3Y_X$%)/^"`'4S`?6=(L2#H M5>1,..`%/>GI[/"Q`Q_;<$`$7E<&RU2`"%Q#Q@4RP+L_F&`*,H#FD@>= MD@XT9@-WN,A(/)#BKLE$42O00@Z,$+$_P.@D?TA"&Z8S!@)("RE%D$&#G,4) M,1@!#$>3U$A/\`(O_.%BB'.!"%*``!L]8`4B>!T(LM"@F\@AQ71803B)Q0Y" M&QLA.B#`#:9@G(OXX0]&>%HA4$B`SIE!!`]`(:G_,"+V%`(`>^`=``BP"(S2 M)0EQ.)#I`,"#0A@:)PM0@0R4@`<'Q`&6//C@?/X0FKK$\@-)V``!&/C_!SS$ MP0&2F@((XU$!:+FC0#^1"@&%UHCYNX)4\Q'H\@08YJ.$H2JB! M#3)``#^$(#,%:`PZ\^%N!!]H;8"(5P8-9 M_J#[;>N#`$;HM!G^(/!_`1=E<2B?#(X0(A?4`6.H"P.@D(`\`!1X`5[@4*T\`(C80@7T$B'9`@XJ#>9L``E M]@<4,#L,A`?A@`$T0```>`CCI@%-1P0@(`$_6`.'\`%6(6C"P_\&!&`)#U``4W`&P*$F);`4)*!0A:`%8B``-6`$+R1P M*]`%+J``C*052F4(--%TF7`'V0(``H`R#:``33<`/;`#-X`!'*`$+/`$0\!\ M%B```/`"^!,!5E`#-%!@'-!!%*8819`'&H`!&M!#O,B+.4``11`H5X`F<8#_ M!TKP4AW`2''0!DMP%"H0!80$@JM"`C[0:%%0!B\0`@40@'\0D5R`!Q\1AH;@ M`7](%K#2!0Y0`GAP%02P9CN9`SEP!PZT`F#0!4AG"`?@!V>&`@C0>']P!9EP M!%@@E"S@D@^9E86P$9AD"'4``$7`'SJ`>"80@>S4"E0P.T90)8R("1!B%A/0 M`$_`$WMP`V31`BE@!33V;Z^CE7X9)V'P`Q5`@`A<0`5!`.'_Y MF)`9F9(YF919F99YF9B9F9JYF9S9F9[YF:`9FJ(YFJ19FJ9YFJB9FJJYFJS9 MFJ[YFK`9F[)9=5*0`YHSF[@9$.?2!MKS8[GYF]N@_P,_=C0C,``H9#W`F9RK M0`=00`X/`&/$8@%^IYS4*0I1$`)9L0E*0)#5V9V9T`$G,`9+<0#990:W>0G( MB&G>N9Z%``9E<`8YT`4[P&=)E@D>4`36Q)[>.0<]H`'W,`%%D`))!9V'P`4Q MP`7BI)_4&2K)6!*NP0%K(`,R$`,!<``40`$M\@`QH$4BJ:#5J0-4(P=]I0U_ M@(,_<`%HTC?!J/) M*07$T0.5\QD\T&ER%@%J:!D1``=3H$)".IM"4!:O:`.^YR[XZ0![\`)<,@/_ M`F=3.ILS8"/51`IX,"O7-_^FLTD"8M!%I&`GX-!?]D0S6#B= MHT`EFT>GK\%BYE0(']!'#H`F&I`V,S,`9+`*`B`&?""HL1$'KV@(=R$/S+>+ M!I,$_J8*5C02"S"J"U`[E$H0"G`#-`"&6`#1N!J/V!.:(F%@`^WV"7,`<"```!-@ M8WY0`CQF6G`0`1O@`4+`7R8``$0`B0<0!E*0`-5U`WO0&%B4L)Q@!T3@!B%0 M!*XF!H5!3DQ@8X4@KO:@1G]0'U[0M29P$=X3)T?4E9PP`!U0!@X`.F(@!SL0 M5<9B`0@0MP#""D#0`1A0`V2KM)=P'?D0`5$[M01P!-Y5"&(PKG\0!!C0%N2D M#3"@!F!K*0J@`9#'"2Q@!BPC!V`@E$:B`B*`*-?0!B*@MYH@'Q;@IF,P`Q3U M!Q!"`1.X`(@DN M``,#,#*'X`).\`=SL`4,T!`#S"1'0#2;``,W<`$V,!J:D`9XLWW4("[.Z[]5 MIP)NX```H0EE(`9KF@ET\(0-T);4("-?$B?AQPII,`)!,`(*``1N1`54UWD# M``5`',1"/,1$#,0)D`-80`(G<``'``4Y<,0%0`0)D`(>@``+X`,,T!5%O,5< M3,2A$[92+DFP!728"#C`& M:R"PEWP#8]!E8P`&63`&-V`%#1`"60`&%P`"%1`#&U`!0$P#CIP!DCS+:4O+ MMGS+N)R+4["V52('12#)18!CM$&#J`?;4#-,K!;N5P9-7#,XCS+TS?.YCS.&#`"!>8!.D`!!?`![-P! M!=`!.>`#5>#.5<`"4?`%ZNQ@_EQ@"M8!#*9@#?9A>LL#/Q##FH"#8II)AX`F M,7$)!3S_#9'PNY>0E*)0-0$,PMZB!+,S!B_PHH8P!POP`S\0``L`![2+"710 M`,2!`0071=40&F]8G[A!XBQ<'D]&\$@S3(1&MLG!V+P_Z)_4@(1#$)] M8P0`@&6%F04]&$^TUS?U$`I)$P*1\+W_%`$U,`0-,&S3]E)M0QS\,AE82TXQ M;"`M`;C`@;4YP48L`*>?0AI$`$] M2`,2-`'&Y,!$#,=>'@`8_B`'D$`4880A)@QZO=R!!0`%1T""/@`0LE@]! MD"V6\`<;X:X%UP,K M_A8.N1JITXF,9I`!):`$*DX:DM`)+&8$'?H!<3`&:1&I?H`$U4L`&9(`!PH289CX;5"`'4W`:+X4!S5T(.'@! M`L``3^@''\`W:%,(!R`]01!87=D(;2`?#;VU!+!WG!`)!(#1?^!.5S`',A`' MCOD'5;`&-K(&<+"`./$<3``Z-=`B#F`$<'K121,'L7WJLC$'K!$738'29"%06B.C3'5$4E/ M!*">?T`#.Q#_*6\H.%+)Y#4;`W77*!B1`]E"+TC1()+,2#)@`S9]"39)`"80`[D( M`N^@`&)P`0L@`S#6`+7W!S=@!(U0`WDV`@WR\8)4:88`(U,-\H#A`0K@0!J@ M$SCH:E!$`%4`[Y-$+3*`.`3@!G,P`B=L!')0`S<0`E>`DY9!WC@0`WDP!B)@ M!CY`Y(8P+QC+.):1+3J0!)3V!>7^!Q`@!EA`!1E#!UU0%@Z@`1IP`T40`FY$ M`38!`C!&`V+P&6#_%RT``IVV1W\@*1U@`L8RIUVIY'"0`E<0'03`_VO8\0!* MT&=!L`1YT0J3]0(-0P?=]2J]AG*80`1QL!0AP"58\`)98(M$@-X/P`$OL-%= M9M"I_Q"!@A_@G\X"`@C@XF#5`@/@HQUBI*3E)0H!'!XE9NHZ2EIJ>H MJ:JKK*VNK["QK#9%8CRRJ`EB+KB]OK_`P<+#Q,6*.44$+<:5)C5@6LS2T]35 MUM?&$@1B97?8@AX'$M_DY>;GZ,4_!`UHZ>_P\?+S[P:8FO3Y^OO\_:@=-0CX M\$>PH,&#[SJL4(:PH<.'$'V!(9`'7\2+&/\S:DR40HP81!M#BAS93X$8&2E( MJES)TMP$`A-:RIQ)Q!4`<+B02=B)F*06%2B$GKXV!TD0$.(,G]N M5A4`<$P``AV%_ M'$!`BB\$%ZT@'CK0H`9PR+"-&0W(D(,9*41``!%6X#;*`9TF,A$.-@M2NLX: M+*/($1IP08`$";2!`P%9_"%&;T2`81_7<]`=QPQ+4MWK`UC_H377B4`AAPI_ M$!'*"07NO+T&8D0@`@$76,#CD@>HWX?MI"82PPT<8`,<7/,')<#!`'BH@0Z\ M0(!U-)`%`OD#`-I3.O$1(``XZP,!"%""@AF##UDP!!L(X!I$_05)'Q!##%!G M'-7]@0JLDH`.$'"%#MQ`6`7@P1G$T`<6F(($,I"$UDSP@DY5``Y($-4%2J4! MK34`#`"H`P$@(+V<_$'_`4N*'HD(L(,_=*]J5<)#^+36OT2\P`CD&4(H$M`^ M#<@@"FW8`0\0X`$EO.0$E]`!`(S0`4,H(1%,$$$#!@F'%0IB#3U`P7:290@$ M%$`;H@"`&#Q%@#\@X((6J$$C6>;!82A`!AT8Q`^\Q,9I>>P#?A"!)E*W.C'X M,`LAR,,?*/6"/#R@([51`"EF)(GG(4$7)@*`&@;!,R(-B4!3&!']_E"#$#1M M#"G``!QT^8E100OCO\QT2"0(`5Z":*2U)`?6&J00>F8*8_Y$`# M,"#`"J:PA-D0X`1_0,-V(#.F-7!,$"`0PQ2J\`<&YD0)(H!@)&M`R3]0#(,$ M_TA`:,K8R5\DC`!@$`4;"8`!BLG@/-L@`29L1[^%_,4$&Y2!#`X0/R*(H0($ MN(%+#V`/V<0(B`25GAJL,(4N_*%#%Z!4``0Q@QM<@#6#`,(";@`$;?@`#_;0 M@`+4M@81P$$%42!`$7S(@0;^00L1_4,/PAB^/[`1`UO"01X.X`0QA*`.94`B M^]*Y!9RM80,UD`*2+&`!",S@:FUXP0X&(X@CU,`"9RI!3+=$A3UT\`_.($`$ MQ$""(Q!`-GP0`Q74AX&`[.$`/Q"#!<2@J8H"8PX,8,!?_^`"!C!!4@,(@PU, M<`#R>```![!`!XB@&!(!``0P^`-\-``"%?`6``*8@_\$`("^3I@@,2!P!PCB M\(.4D,@(86V:']J`@7T6BP!RZ-D%**`R&<2A!&^P'P8L\YL&PJ&Z5]O@DN0I MA@U.:Q`Z$$,-9A8"31`!#E.X`05`L<'U@&`(*GP``3GM!!YN+`F""2(--=C`'.C`@4D^ MHL98=H@"BG#>$,C`"ED.\T.BD(%YH<`;8DZSFM?,YC8[10%$\,(7.`#.\NQ@ M()Y@`@F@<"8T=``*!9"2)07_4._XGBBAXR&-Q&@`".OFLE1OC,(O^`')UC``G2VG!.(@<+7@<`. MDJASX?6\DO4NJ]#9W`6NC:"028]`P)FN`8:^H`9/N$[`)1&'``&@!.`$6;S# M2P!Z(PHD8V\ST7)0A[-SH0!P,`(-:C`%-GC`0^MA0;37\`$1T&`043#``Y:$ M`SQ`(0X!,$`%;J`#`@#N!F`8`-KH$"$8!9[-9?@!!MH`!RL(`0\5:%0,>G`` M[,K!`&RL01(P)%GA6)P`V=G`RC?(_,%D00UCZ`%!L^``-U+]]6M>D9\Y*8@K M*$`%)N*`!TID243,(0D'X/$<#'`"RXR`!!2(/P7<,0(!4!5$'252`^;``$6`!NE,[$6`=JV`&&L`BB7`" M&J!%DU``97`!N,4)7A`!.,`%8-`[J#`!$1`"0<,%$1"#,X`&9A`!9/`)5#0) M`U`!$4!8+'@!S34($%`"VW$`)3`%93`.#C@/ZR$9'V(_0S4*&V!%B6`'11`" M/#8(1J`'E#!"%O`%EW(!@J8(=5`#&$`%6C`%8X(*"+`#,F`=-D0S2``!,I`= M-"8(2P`'0_`MB$0`"RV!)V90PA+6$\=!B1H`/A'-!@C`'\U0FP!GL``4A(!1LD!C^P!V[@`*NQ M`W(@`K)A!G&0!SWS!W+@3))@/[<@"&B:(B#-$@20`,V@"31L`)6.0CUM5I"$P=:DW)&8`=&\`.0)@8^ MT`!=1`%P4`8XTP"AU7:]40#U-`DOT`8,0`0'<`,9\@=ZM#44P@0U$`.2)$N2 MP`1D0!%V@(PO$&U+N``$I`P`?*>Y\!A!&(&83=4!%!:8K!$-3`D+^%.<-`C25** M[?$`-[``8J`#*)42>;"&G$$`&3`(704:'N(??^``.^`-:D`$#;`="10".',$ M9E4"*P`!=$`%*V`9%]D[]C8(%Q!P3+`+@N`"+T4)--`I-7JB!'!-51-P%]`' M[H`!02JDY'`$TE$%$&0"+C`19X``.P3_`,;I`2K3`%6@6%KP!`2P*@0@`[)1 M.D4`!V>P)#M07S]`!#*0!S[0!F*09'5@.VPP2QA0`K&X#09'`&=P'D;06730 M`$4@8U.@!"@54W$@`.?A`+P`@LS")YG!/-#!.`4!A'0`B3@&&]``XWY8QXP`7[`!TI@!W:0`WY0`@?P M!_H1`1/0!),P_P$-H`<==`(1H)T=L`1/2P%U@`9:$`8IBP``P`#+(@@J4`81 MX!@4L`+WE0B40@`T(`1P&X`>YU.4 M0`)]X`!ANK?OR0'[1[B(F[AF`9B*ZX!3V;B0&[F2.[F46[F6>[F8F[F:N[F< MV[F>^[F@&[JB.[IP,00`$:K"JRO<'-B`#1K``X=*`G8`$R`0&1=`';[L)8L"@`F`G MGC`"#QRY:7`Y"!#!?P"^'Y(CB0`$+&`K<8FVC((*#!)2;`'DYH(?\$$ MD?``/Q"%+G#!I:`U"\-DF_``>^``PB$!>6`9!^@)2=(%!!"CGI`$"$P'T5;$ ME&`$08>Y=;`#EQ>)\--`"CA?8D`&<3`&!F<<.#`S<$`"B:`+6I4"'K,-S/<# M*K`&Z.@!!M`#"P*%%`"#,($*F``$=`%$5`"-2<(`S"K8B!1 M,Q`0/S`!1+`"A[P)VN"##`H!6S(`J44LJ,7_`-8;H(882E'06J(P`ZHE"$R` M&TQ`FQX`4W^!!E'``'ZG`1(0`3Z0R&L37)D[`BL0#8)``S^`!A)@!*_X!Q/0 M*2NP!PFV`T"P`R60!#=TN&(R!VV0`3.P#9`E!AM``2)P!D@06AXP$2^`,P6@ M/@$P`-%&`1_03&BP!D;@`7CL`&HSN(*0!2+P!H-B`V:[-C-`-!:Y"2DF"$:0 M$SFP03-``4:0`7GP`U>056:0)_5+`&/``3'`(]E1`P)U`2U@'Q`P030@!B]P M!NSP!S=$`W8IQ%G@'<0W!?/QFV"JQ)8[`T7@RU63@WI@9<(S!=[PF0>0!_:` M`2T@D/OX!U%@!5E0_ZC8O,$`T"$EL`%GH`%.``!!=$DDL"1#M204T!P#<4DG M@"@^\`!M4$9'(`?UI``U0"I:(PIUT`BCH#8+T!=3(A`[X`=UD`!ND`)9(`,: M,#^3BGP"&0V0$BML=`$7D!S`B01+<`;FV`!*0`"AA,0?,`$K@`+VX077B`2$ M8P`,-,67ZVLTO9\%A=.>$B7,-"0A\`-L%(5(`'A&,[<4ALWL`P!%LC!XP`0/ M``!M8(@`(`60B-4-H)?D4AR((B<.,$S4DEURD"!I?0HL4`-K<`;\:C]/\`/U M.`)ST*10D-U##;_"9$:`H[,&P:W!?.C`%+T#-EX/-'2`& M`#`"8K`,[BT"X'0`P;,C M]2UVE@L<11#`*'4&7E`$*2L(B%(#82#1##`_&X#$1C`%:S`(:``&4S`S;XA= M;XB51M!B(A`':M`$?B`##"!2$&!9:Z`!>$P#`DG`!3]P`[55`G&`!SO0`$N2`':`,RP`!5?7!-UB`49`!R-0(,IC`#)I MN7.$9#7B!1>@A(L`!0:`!;!2WUXPM#[@!6Z;"$G@!3S@`R:@8UZ0$P;`!;RP M!$60``^@V;`"*UP@>0.-!2=P`G@@!"70I`.``\<**Q!0`?R*!RLL+J%1`T;0 M!BU`-'7;"4+@!F8L"$LB!EF@`R)-60\P``:GS8F`)#50CRI0"R\3&)B"`_/S M`Q5?T7```L!A!/55`P\P$818`O65E)BB/GC[N@^A`&I"!W/P`"8"O::@`%&@ M`EM0\X26"$JPW:A\'8)`_P=,``.?J`0'H$L(D-VAA``+D.T/<`!1;T5I4``I M@03Q-P+R=P>BZGHP'_9B/_9D7_9F?_9HG_9JO_9LW_9N__9P'_=R3Q2?//=P M08MVG_=ZO_=\W_=^__?!D``>V0KIPL.`KQ-JL`>_'<%PX(&#<-3\R@I^.2ZN MD`*IF1)#4.5ZFP@HD`4]D@AO$`(-``$$"@)KT*8/.@-*&P*ZK`BB_P)3.0!_ M&@/[F`-!C1L+T`(#__<.X`$#D*I_L`%!(PER<.6L\`;1!0M['8/3P@5N,)U; MI`%X+P@6,`6CU45H$&4"=P-U8`%Y`!SKE@@L(`9%T`-AN@$1D`!C\.H"\%[Z MU?\$='``,K`!!WGXZ:,`I>??5)`2MP0("U=_?W()A%<+"'6(.1]T?P]'"U)_ M=BH=#R97D',+:80<`J!VCU1X+C"$JZRL!00GC*M0!!^K0#)M?*U_!%1_%01_ M>`X[O M\/'R\_3U]O>L!!:K`U-@.V($%`+P!PH<*V+,=:FQ!M:?%GDN$*B0@@"!&@3$ MH$B!D<(#,'!DR(A2A,`/`GY6M&F'P>(-/+-J$9H#9@R$&+Q&$#H@[,\4&3YJ M',&1@A`(9ZRHB+EHX`\%`B8(.5@R0II/+R@(*/GSHH;_+7Q@PXH=2[:LV;/J M=!!XL2J'&!!=VC08J$#&#BT1X'00$Z4N&`1B*IDA<*0,`11(U-RH4Y%"`@(= MEL"Y8(+`&!I$:-!H1X7#!#@_8GX-H`9/"2OI8H`A1&3I/E8[<+*R4Z""##$I MGA*L.V&56@\::DCX`X*`,;3(DRM?SKRYN@$$"!("L(>!]1D#/\"R[J$*@2%_ MF+PIT0/('P0$N$"9(NV%@S\,"%`H4Z-!"``&XA>59\<&@2^$T&(+`GDDP(`? M%[C@`0``@-`$(3A,L0`A8-Q@`0'6$()%'%$MP"`1;Q`R@Q$ET"%1"ST0X`,A M`S3SAP9P(/$'#<8Y9^.-..:H_R,Z:FFQ"@!%0`*$#0,]%8(E1/`D$!TM9%'> M>>E!(0=,+[3Q0'P49+##''^,<$)\&X0,"1A#P60@ M"R+D\,<6/$BBA`1I)$'(!2VL8H`,LMG00Q!_G%`8P'"$(Y,"L)5$LP$2`1A0@"!U`+/#$*!+8K8,*=G_R M1Q=$LI.""%IL%4KD7*[2Q0F@K.+"#FJ\T$(9%%Q#PQ@YT$'"#O!:8$7JJWC0 ML`4/XB"&`P+(XD#71<1PP1]'V`S!VVHGK_SR_-J!@A'(,Z\WW-[25V_]]O_OKLM^_^^_#'+__\]-=O__WXYZ___KP$ #`@`[ ` end GRAPHIC 27 m62094tom6209415.gif GRAPHIC begin 644 m62094tom6209415.gif M1TE&.#EANP&W`>8``+6SLI>4D\C'QO+Q\0@&!X2"@JVJJ;V[NJ6BHIV:F=73 MT>[M[*FFI<'`P$U*2N/BX?;V]7UZ>2TI*$5#0UE55,[+R%1145)-2W5R<65B M8GAU=&UJ:5Y:69*/CFQH9[BVM'!M;#TZ.9F6E>?EXS8R,L"^O(B%A*">G$A% M1(!]?"8B(F!=7-_>W8V*B6AE9-#.S.KIZ+"NK$$]/-K9V,3"P182$]S:V>;D MY-;5U-'0T.SKZLK)R=+0SM;4TMC6U;NXM^SLZQT:&C@U-9&-B>CHYB@E)3`M M+,+`ON3BX=[=W.CFY'@W[*PKY.0CW-P;Z.@GIN8EX.`?MK8UJNH MIHJ(B,[,S"`='=W(B8J+C(V.CY"1DI.4E9:7F)F:FYR=GI^@ MH:*CI*6FIYHV`JL"1*BOL+&RJ&<-.W.O)0JSH!Y!13)!O(PW>00(%#4IP\R* M+P#-GDYI1D(D#A_1A'"Z@3P ML.'#`!8>4J:<<<[3%CBDD.!B`4-031WZ#NE3`'*$`ALX%`@=8^*>E`-HO`18`#M`E0!E!)@*`<+)BBXD-*]`8TF*F"`]":Z9L M<1"!P1T/%%QD>/(/36@+&5(L`#T&A842#"@L&W3$P08/,BQ$T"##0`@0\U9, MB'(AP@3.%VXPFB!#^1\C2`"P"4$$`IH,`5*0.%)@@H9_/(H4F-<%A"`D;3I8 M"X`%09HB2/Z\(-'E0!#=*@[\46`&2H`6(8#T!$9_.$&`!8)``((K3$"1%8O.&*($^X<`4A'>BVV08@;)&`!@[$T*`)"%Q@08H9 M[/!'`"AX(08%%RS0@@-C9+!"`G<8DH,+@XBAAO\3@C`@P1`!Q$$!%&)T4>0@ M1A%U``'F.5$$"KNIH,,.%'3A0A$'H`!"-2F$H(4@6H0Q"`5Y=%%#;!AL\`8: M#&C@@A9"",$`!A*TH(\3;[1`"`,G_*`"!2=@8=X"&6#!``->(/`!`2XPD`(6 M!ORQA!D!3)$!#02@\<$%'PZRQ18$@#'(`!ML<84"$3CP1P1!`'#`&Z$N08`3 M"@`@Q!]5$"!4C'7H\087@ZQ`@`]W,#'%'W(8D<4.!$"QCA,6?!#%'Q=X\$<7 M-B[2!0%[0"N`(#4@F8`19PB2@A5_>%!#AG]0\.X?$!2QQP!_C.`B:']$,0/" M@E!0Q1\3X(L"'O`B(`C_`@()$@`!3?RA`0'X%MB&$8,D(`0N?WR0P1\%Z/K' M#-!HJ`D&&=1@GB`V$$#!(&>\,<$?`!!`%`!R4B#!6_G^\$<-YNJP01$$.V#N M'PY`2\"["DPP&R%=F/'`5BO4D`6V4`AR-<`3E(WE47]`808#@A0J2!!$BRA!!TP`@YRJ)_?:6`(,G@7X88P!1((`O\#Z\*%"U)`@!S\(0X. M&`()=O$`"_P-`!^XWAQD,+X_-&$(N,QE%>C`,Q&\@0!&X&4:5A:'V3B0#P_P M0`#`$`0Z4."(=@C!`R(`$_A9LV'U8X,$C+`&>.6F"!T9!.%J0H@LK&`.85@9 MQ!3U!QJHP`P\*,!]+#"&"68B`";('`%B-H(XB,$\(PA""T)(``]D(`0FQ)$8 MZN`!%Q4A?RPS0[^,X`$QA/.&OSL!(?(0A1:H8!`1@(`;)%A$&_;/AN',5QL8 M\(8P7&F*$KB`!-YU!Q`0@`VBRY<;!9$!`WR@!F00)QQ%*(8P%(&7*9E3Y]Z( M"`=((`T3`(+&XF`%%,2O@X/_F,`/`VDVN!6"!3>5``D.)`@'Y(\(>F`"#ZKP M!C@0@)V_8X``A*#)J\4@#8*``@**H($'A"%H;XK#!@0PA5T,`$%08,,2KD>N M6O[@&Y"U`AB(\@=^W<$"!-`H"$_)(*IA3ID#@$,(GOF'(Y@A!#(@0`FNF:_X MT0]B4]@`R>#5D2N,:!`Q(!`AQB"$"\C`#$0YCC5;AC-[7@("*A"##!SP!D\6 M+`Y+8(,`OC"%#A#T!"WP@@D9,`,LM&"%2W-M`3Y*`3TH0`1,LN&_?G?2!3#! M!#;E8Q%Q$(0`E/2&-HQ9OHYR`C.88!X2R.<.,K(`.I1`#&]X@?QV2H0T1``* M6+B6__+@F+/X\#&I@A!#-?_0@LP2@@X[O%P`W*`5SNV#!JXXQB""`#>NVC"G M@S`!%&R@`")LP4-_V,)L62:,#@0A!QXP@BM^MPL=9$$+9$3"#FX`!2?DP`Q\ M<`+AXJ."+V!+"4=$4%R,P-CL.8(/M[4AW(RPLPSL81"7RU='UB`!,^S"`C]X M`!$NH,[6#B(%8@08!8H4L2:T838UL/(?8#$1,($*\DL> M<04QAAT:=Q).R,`(-@T",R3AN8JT``K(8-W]",T."YC!'0H`C4U9"&+:K4L: M,"=#;,G!1C=T`E`'\84N7(H/+BOI"<1JMOY)Q]+[)8H7:O^07@F$[`X?*(!^ M!I`&KWH11"?8-'N$.BN."4($3<#P"YB@44%000A&^-X?IB"YRY'!`2CHIHG_ M<(:=8?5<*)"JB_=9B!'(X*4&?,(?2D!N$[[A#RS=P0/:`((Y$/D/#Y(&B`AS>``0%\P%<.)$`!(CP@""@```7<<(`G7``$R0(!&/H@A(X9,`]% M,H`9'*#N"[)X$"W`01GB!%@`!04@`>;R6XK"`ONW`F8P!@[@5"-``F8``D)0 M@3\@`7QP!SGP`6?@!1/@`2"@EU`+,1!2IW:(M@`FC`!Q-@`5\# M!@Z@`4MT_X):4UH9@`$/80"'`P):$04%("L-4``%0$Y_L`-Z,`'\P@!%6!-$ MZ!7``,70`#.]0=/P$%=``5O\$?F MD`5,P`0KT`9F8`1IT`8RH`!,4`3C8`$',`4<)`$JD`'KX`%FP`1F$`=F,`,6 M\`98T`8.L(5M4P.2<2-88`$E,G=T@#MA9P&HH16"\`6@>#TXP`&E6(H4``$C M8`"@F$@T$K(`@!'(`A1<``@<`<08#<=<0<"``*L@`,LP`H"0%F%X'P`@``( MY`,"D"Y$0(RL``$^L`,*(`"$`@Y(`!T@10*\%+TT#&*,(S72/^&Y%B.T0`# M68!L=S`'&F2.[OB.\!B/\CB/G/`$WDB/^)B/^KB/^!@#.<&/`!F0`CF0!%F0 M!GF0")F0"KF0#-F0#OF0$!F1$CF1%%F1%GF1&)F1&KF1'-F1'OF1(!F2(CF2 M)%F2)GF2*)F2*KF2+-F2+OF2,!F3,CF3-%F3-GF3.)F3.KF3/-F3/OF30!F4 M0CF41%F41GF42)F42KF43-F43OF44!F54CF55%F55GF56)F56KF57-F57OF5 M8!F68CF69%F69GF6:)F6:KF6;-F6;OF6)F7>KF7?-F7 M?OF7@!F8@CF8A%F8AGF8B)F8BKF8C-G_F([YF)`9F9(YF919F99YF9B9F9JY MF9S9F9[YF:`9FJ(YFJ19FJ9YFJB9FJJYFJS9FJ[YFK`9F[(YF[19F[9YF[B9 MF[JYF[S9F[[YF\`9G,(YG,19G,9YG,B9G,JYG,S9G,[YG-`9G=(YG=19G=9Y MG=B9G=JYG=S9G=[YG>`9GN(YGN19GN9YGNB9GNJYGNRIFA"``&,C`!V0,84` M`!TP<8/@!/?9`18S`_<)8SU'"`BPG_-I"/Y)H!U`%X2P1(+P`UMPGV^B2"FP M!5%``5-0`!D@.5"0`1S@6H.0!7F@!F+``3%3!A1PHBA*`0#Z!PG@!7&`!1O0 M`9+C$3,J"!;P_RA>X`IE$`=Q,`'JA@"R,@A3P*/^%`0<4(N%$'*_"0$84`.G MY0$J4`3:IP`.$`0%@`9L``=0$07,4P/0T`09H`(6,PAY,'>"8`![0`!F8`#M M.`A-T&$$('%F@`5\)`A)H`+\L@\%T#UA4!,?T`R=1@P`#Z5JCY$(`$E`D&R$!*(-#:NIZODD!OWI*!/!' M'D``V+H0>$``<+,`(<`I!3)`_M,]$F:M!(!ZB$`%W<.MTB([@Y"F9@!I@O`" M8Q"R]DHUW/H';M`M#^!=A[`Q!,"SW8I0:_!+)T`&'/``_V(XS#,$A$`$8YHO MZ8JSUBH%J?4&##`"#"L(&X`%X$H(9Y@&ZY``-3L(?=`&!."UO0`6&@,X/@ M`RA`!+ZJ+%XPM&CK`DS@H80@!&HZ-F_$L'%``%.@!CLE"`W0/5BK$TPPJ`QJ M!05P`ZG;!CQ0M@.@`@S0N&$6LA)0+R)$`#QW!0;8/:W"FQR+!PY@!BK`1ZG+ MMQ,@L5N!L'N@180``&)P![^TM1=1MH;P`(V;`K+:!TCZ!R1P!%4!%20%'^WL=VB!IR*0*1+O00`40:D1(10;]"7 M!@2@!H.P$4Q`(H30_P2-VP!V@%GG\P?T50"4HV(\7$\ITSUF\"]%`$#K8@:Y M.@@#HCAS0@"UD[K@5GB$D`/IVJ^%<`9%0`(3@+8$T$U_X,!]5[1L,`ANT`=Y M4+UFH&!_L*DR@`M^YVTO\`81R#Q%`,;,&ZH^T+@W`ZD?)0BS!,2FAE\#1P)6 MX`%Y8`9O8&DF0``S;!.*2P;IRJV0JF(N``)6T`+24@0UX0-R8D)JVC^_1`$# ML+\A4$/BVCW](P='C*FIVQ%#<+$$9+CZ\``580`3T``-$`-'W*]B_`>D5$=+ M6+\WT`0EJS9G:`1W8`>;&C]ZY16_%"H(L(.Y:;>[TCW_@K!:QP"S2I_%6_^U MQE-2"Y!:+I1C:IH@VE%.-4L&OFH$#Y`%;3`/2-"XXS(#*$`(8E#$@I"F._,` MOR0#R/9&*Z`0W"Q-J?=+(6,(/8"V(@`#9,`%*H`#.B`#HDHY0:`%E`("[TH" M'Z4##L```G$&D%H#1V`#U1L$2]#($C`##%1J`"Z*3`2"02T.@/A`0!;CT-0>02S&`!"!P<+<)`9=R*4>D!%7``!%Z!SQP*3C@ MC4VP!!^0-QGQ!P)P``?034JP!#8P`D3@`R]P!)OF$SA`GZQ8W)OV#\E-%'NG MW)M&GW7!2TI0W/^P:3HP`K(P`,"M(5L@JNWIDC2P M`=N]WO`=W_(]W_0=E`L0`RWP!9[*M`O0`0QP&(I0!QIP`@P@`E@L"2/A`2`Q MDCI0`&&0!F(P!?=HFV6@!F9@`5,@!H^2J1LANH9`!U5PQ&Q`B9%P!'*+-"() M`0D0`F*`!@VP`B$`!])=_YL*<,3O
I1`BOZ^&'P+%\*PDCL+_&")(+X`5L M$+F"(,DK2IH#0`,-<&BZW`!*^`=Z4,&$\`/W/`<)D`%^MS,:T``YH`!V9P@^ M;@@79P$6`P`6H`<^X$I@'`,64(=.?`9/`(K=!`(6``9JGJ<2.0),<`'_^`<9 MP..B*07@Y`":]P=>8`%1P`1>)0B-R^,6$`<-X,([D\+56P/W6.:$8`-8L`(& MU!&-FP8I*W`;XP1N*S1D8`$U,`="4`0LH#D$4+2U!)$_X`9@4*V$T`*$'IHV M)0*;`@)((`$U\`1?`.!_D`2-6^N&8P8[DRP[0SBP/LF%P.F#L*D9T,A%\`>I MU?\!(0L"K*PL02XT3C"G`:#-A&,&67```>V0TKPEDLX M?>"PVUKM)SP(#&`!*;L%O&1*S#/Q2=BXFR;D&E\D6J`*'C^1"M`&$'L(5=#K MH.D%!(!>!!`!`J`K`&`&M=0`3GI;9S`%%G-3?5?S%8RO.:_P.V]+?%``_Q,Y M8+`S*3OQYN"K3L`%@W8.P`/!OD;-4`^U>WG!=WQ@)"!`%9@=_AH>(AR5,(XF. MCY"1DI.4E9:7F)F:FYR=GI^@H:*CI*,)!!V60Q&EK:ZOL+&RGTU&1A.XN$.[ M%7.SO\#!E3QO')6`&9WVN/DY>00 M.`HG`2`>$BK39G$H%!Q65C\""^;\V"!81"S=$?*EG\&#"&.-R,)`1!`/@T@LW);** M'>L3@H(?#%*TB<:$30`G9/F5<#,%$QPX7#)1IL/B"-+[C"!0`+\C)$90 M@$D,9D3AWX&_+9#!1%!@A:`A4S!QC25UJ*"!@P]F*!D=+;Q!0!!18(@@$4P8 M=8D7132AX8J(-<`'`6]0T`.+$:GX#0%AL:BC6#"T8$0T?0B@(P\$T'")`F;P ML>.21T'P`P72A,'8CB$8<!4W"@A!I0-;QRY>0,05;6^`*\ZX`0]($$V;8#///DD`9!`-; M`KU`#1=*@D.ZD`+M="03,'&OTRF\_Y&$)#%(8,0+3W?]"!H$\)'SRT2X@8$D M4C#!!PY>MXV($AL0@,44Y+IKPVJ)1/%&MH_,$<$;&=C@]N"'1,'O&"=,F>L- M%6VPPR%W[&'B4BX0(`,,A&=NR!(6I`OC!0)8M^0.!&R@@9M_G$```H\XP00! M4-BA^>R&T/!$5-),H`<8%8B>(1MQL'V(!-(E<@0*_>9(^_)_$/&#%1S(-%$< M:7C@`0,E*%#')W(HT%TB(4+EHF$&#T7A#&"HXC@QX"'TB7)$.7F``&4CC`GB;A`:BT08Z(&(.'"`` MDE!@Q4.<0(5>*!I*J-`&-C`!"W@P0`-:^(..`6,4+E'UMSA"=`*!0_8H`)*B,$,)X@A(D1` M``Q6($#%@!&VI0%TD(@``K(%T($E$` M`MSI`HAP@!%<]@=I0H(*$Y`&'ZB)C2:\`9N2N$,N,^K M[:+$$@@0@#\P@`!`A60TE'0(/.KT#UXP_X-=$?&`B;!5#,@S@^*6,8`0/+(2 M::B.(210`TCD`*=.,,-0_["&#[F!"[Q3$B8.&-S!S.H@6^'D$-34Q$W`F31&,UX M@E`LH04"9+)"C'7$$P@@@#O(X`V(Z"X#8@N!(1``?4=@5#3DA8@=I,L,*1`` M8Y8@A@^A#KB5@(`(`L#@$TA,&1<8C258```.L&$P*&B!\+QBAK.E[KZ((,*/ M#GB($)3V#W>P``&:@P@I$,`%ONA"-#3@`#-`4Q(Y.`$S.P$'#UM"#&]P`@(* M!`DHV#@';0A"B/_3!0(7R"`!86!#%R``@%M^B``7L.,?%N"A`B#A#@(0@0QJ M\AA2[("AFN,!$]K@`0Z8@;_*6``3$BL)&YS@`C5`1,0F(@N'R$! M`CR`K5'UP32B$8<(;,%#-9B`"@V`9D-8\P((L$(1I&&$+LST$X!TB`>!$`KAA`EU``$``*JB! M"4*!AB(06Q(O:($322"".Y1@`Q>FN,0)8*Q#@(W%D)!#0LT@)R!<(0?4+`$! MA&"`&Q_"+#&(``5N"N!$F%P21("2-,#O-0<4(0)I(`,`@`0UD`$9\"-5$$I' M\`%U\`*%!PI+8`91Y@:$T0+DXPI;T%)SD`)&$`(F,'>&\``:``_1(`9X1@)6 M4"=(<`!64&-RTP'/]P<)%(.&T&=NH`'B<`1"P`0WMPEM0&>1,`,=X`*O\P8; M,!PL$`,%8#T>4``!L`1'@`5&(">&X`0UH`;NAPA-4!'\X0A^\S[V0`,",(;/ M8P4C%0?RH$(<(`5[A?\#<;`%;'0(:_`$M7=V&%`"P_4T']<="D``/\!V%3`` M#7!BKI`#41`&4B$!)X`YLU!ME/``@/@'=8``_-)W>709S>8(?*!DCW`&R#,Y M?\`%>'!,GE!4CF@(7(``LR(50F`%'4<)`%`M-T%Z-7"!D!!*&A`$Z94(5<`O M%/<&*N``!2`"UX8%Z>0(3;!K%_!KB5`'!^"+-5```-``F_4R'W<(?3A*95`" M#6`&C#@*=W`">Q!$#;`#39``4/"-'Y$#+V$!:C0`._`&,O`(!Y!HCQ`%5Z8! M9O4'O'1WF>`")/8',%`!&S`!;D`1*C`%@:4)-Y`!4L$&#QA4:/`&F=B)#:#_ M`>&4`1P!`U2P"]5"`@]V"``0#1R`<8YP)Q10:M-0!!/@`$.``"\P`EF8*]=H M"!"@!F;@A#+@`R=`B%T@89T@`!MPD/2D`":I%%#RBG\P185'!BJ`!4KP!&^P MC%5(`&70"3G`"!^0`EX@&$$D`6+0`:?("2.`!)?03UG`DIF@`(@W#5`7"0ZW M!:O5C%6@%@1@*$20`T]@!:%%<4$P`5[@`0E0!0.@CDL"`2E@!ECP7(:P`_!0 M`RTP`"@@`?+2@9VP!)>'!5[P`_Y(%M8D`PS$!6_`>H]P3Q3U!V6``@GY``;P M!C18,)5#0`$R0(+2('%Q(`-;P&"V^"!R$`.D(00>5XP*,`00&4`18L'N'\`($$"XV&7\I ML`+SN`E:H%]IQP`\\)J)80;0H0>8$#GNE@#BX`/N@Q>1L"M$`,2$`0UT`8U M\#H4:"M<,$"20`8,P0`8T&;2)!71@`(S23AU``=N(`/5*!EWT$G3$^1H`,B M.E,G(`&*1T`AV@:/%0D+0`8ZL)Y*\*3K.:546J56>J58NIXF8`8_0``B@*4* M,`)4("HX,`("4&IMX`3KR?\#5*``T&`%.[`#-#!O\W8G&DFG>)JG>MH`"RD) MJC@1^NDU=Y"EZWDG7TJHB$JE/_`!)U`&"+">)2">)7`"!X``,3`$"1`%N["I MG-JIGOJIH!JJNQ`!4A$'&M"I&G"J#G`!'.`^*$4!*'`!3M0&`B5-MGJKN'JK M,/(&9E`$N7JK1I!"3*!"9L"K-501R)JLRKJLS-JL%!$$<0!#;3`I6.``;"`! M;(`%XC0-;X`%;6`&)!`&"84GX52N86`!XRH#Y;JN[-JN[6I)E2!B,/($$*HP M7_"KM[I(^+JO^(I"$@"BTG0!UGDM*!`&((`"*+`%]:`!`<"P`>`!#XL&##:Q M%%O_L19[L1A;L0@0``8PGA]@`"5P!`I@`$[@!&60`,=%0UO@!"*K`"[[LC`; MLRX;`1(``%<09#(;LTW@LBRP`#JP`##`-X[(C)Y0!OCT29#P>BJ``S+VEH<` M)V-G"'7P(G!0HZYP!QJP)F8@`VA@F&[S!5YP-0BR`%5@`@R0>I?@`T(@)V]G MM>-`!4BK:$PG!$("`VSP!BF0ATE@!E4+.3_`*$400L```PR`!F%`HD+@`DZP MHTY3!QI`H2_S$A!P!V[`?TFQ`^.(`>0$`/```JME![YJ(SO@HWP0D<&P`#A@ M*GQ@"QQ0`!\0D@AV($*G(@?@C6-A`&[P!J"1",FT6&!`_RI'%P$%4&`$H`($ M:A``D`'&)@1!(`0@D(>Q>Q]PT!]_``+4FQ534!'U]`@[8`0RNFIL@`#C$;WD M"PD/8`8!,1MN^Q%X%`;D%`DCX!0=\`9%T`(``)_E6[Y=D`>&$`$ZPEGT`!1X`0/U@`!\,"3,`!OL`9_8#[K@Q2. M1@!PP,&8T$][AL#PH4HAT#\2T*>?L`!,)P'==P@R$467<`(')`7_BQ0"?`'K MFPC>6Z\HC!T5(23(`P:DD%>[FPB!NPEP@$T7<+U'\7JDF0GU:!Q#C!]%_`J"M''P`?)"P4^`%.6`!DZ(`!0`',/`` M)M`532P)?8;$@7P?@TP`%F"<'`PEN09N'0&BK84%-B!C..`" M$_!E<0`"B#`S\/H'/""A?18!@VP!?R``@B0$?``&QLP#,O`!,1`'>A`&#F`` M-3%?6C0`0M`'=>``(,`'?$`&!N$#*O`&/5@)7-`&?3#,_J&8!6`"I087[Y5M M'8$"K$?_`!?5567`!-2;`4'P/7FU9_VD`=`PCVGP>`S@.$W79V)7`U>I`=5B M`'@4)Z'4+N$!!7J@`+Z7*>9P!M#P69F0!3+`!):+T-[!FW_``F_`!BQ0:H:@ M/G\P`6KP!Z7W!UVE`$Q`H/8E/WF%TW]P`4QP%C_`43*&`"'0$L9L/0>@!$V5 M!B.P)A5@!G'#`*$D.!-P@#5@JTM*#J<`E)F@8FHEU/=!U$W=,RED",S\!Q3P M>5%M!68`!'%@U1OMQN%V"%H`#7,'+7W(!OLT"#Z#`UD4;1@0`E7P!@<02BHR M`1A@`=MK$%B`!;\<"2Z&`7'KU]JX2?].>EK`#U?(# MT(OHT7L"RV0(!=;&":$#[W8)=X`N1F`QEH[0;!Q\'W$%VE8).``';V`!9EGJ M"#(#E1XMWCT)$#`S1:#5LFX;#R`$+AP)"6`&'TP)N;V+E?`#)]PWJ$X6MQX) M.BC"*MKKMI%%08T(5N`$,+!KQ3X)6O`&XV4I%)T(+X`"A01O?]`%9C!I6<$" M$@@)=2`%*N8%K4WMDG$R1B4)$%`$_:$ZW3X)!X!OQGX1B$`&Q?$'.Z`&[%T& M7N!.FK`#G\;_#PF4`&($`[(26BN0XO9N&BE0+6YP"$Y`F9(I!2R@51S@`WW6 M`"FP`7CS`@&`1",P@(5@`S,_AF-8*0,@`!MC"$30!`1_"-;T7`$`A)U``<)L M#G7`=!3`8!RP)C4@(QN?'"`"#]-K7_03PQP3W#19P4@Y4]=!*#Q``0@!9Y(`!_@!380`E\%_^Q_<'1G M@-Q_P'0*P`"S-9)V;PAWXDB'X`%OT"X4$$=OVF=&)037E0-O<`(F\/%Z,P&] MC04=@`()Z@!,<)"V!5Y!0,*>#S0I4`-98%M64OI?M0%FX`2GE0HI;]@2$$JX M4@1Z!`@4!']_+$43?S8#&`0E?TQ[&VEF-!P>B6U>A)M_*4$$,FM_#`0??V]6 M?U9F=`IQB!%8"E=O331F,']Q)W87&H4$)W\43"4;=T(8?T"IG,[/T-'2T]35 MUM?8V=K;W-W>W^#AXM%8:1PK6&8*?R,2%']YP0($(G\!!`T#,FD-C803-88- M^D.D#Z(_'VH<-..%014!`R9<&B#$`;0C8O\(O"/UXX^9*:H((''%YT\$)C3H M<#$01J0N!C#4_:$C@\0?%R$V@0CS1X2I<4"#"AU*M*C1HTB]'2`P@M`3`AS8 MN?M3@$",>6#LX1LF9`>!9D(0K0A"*(>;@S+>K/.8@1"1B)K^3(A+*(O%/W?2 M#")E*H(08R#^N/JE(6R7(K"TY-*,";4346_.F2IP$70JXB_*F"A0<`,W($F+GCF$``0A;> M%:BL0P:%,'9$Z]__S[^_?_Z,$,`"(5$00(`8$,XQ&@`AEF$(#"!48$H$`1!D(Q!PYQ7"`#`45PHH")`%3! MQ!!40>9&$0X\\<(?2S#Q2QX0,`+7)CQA`U;,$&&'&$X@2%!8$M$#PPQ!' M+#&\6IP[\<489ZSQQAQW[/''(('(A``1&"CVWXX4-UH4(#:H@Q0!<$J%&`&_]ME2!$#"<*`H``7*('Y`K"!UPGP@X9SP!L(UM-"!0AKRD(A,I"(7J<@I MY`$$4(C`%%:0!STX(`4.6($%\B`A!WCRDZ`,I2A'2,$^C2GJAD!#'2J@P6,@`P+D`,9V$,(2]'SJ5"- MJE2G2M6J6O6J6,VJ5K?*U:YZ]:M@#:M8QTK6LIKUK&A-JUK7RM:VNO6M<(VK M7.=*U[K:]:YXS:M>]\K7OOKUKX`-K&`'2]C"&O:PB$VL8A?+V,8Z]K&0C:QD M)TO9REKVLIC-K&8WR]G.>O:SH`VM:$=+VM*:]K2H3:UJ5\O:UKKVM;"-K6P# MQM39[@<"!QC0)A8P!`]N!@9%W&T;PRB'/\P!#07XQO\B:*`,0B0@`H$Q@!!Z M,(`M2``&7*"`=*#!@SP.B1--P``'ZB>-!,1AGK8]"A(<$*UGN*].A*@#"@@@ MQ(``>MC$>:KPAR^\00MRF.\(;I`& MIDEC#@6Z#B=2@.!J'"$-.T@O4KY```8_@P4J@.^:O,09.BB!`/IU1C\NH0`W MZ,H"`_'&`MJ0$T(8``[QA4%^#MR4"UA8&@IX0XDW<0<)2,T:M14Q4>00@CAL M=PT-.$`;X(N$!GR``#BP`Q5T<`5$$0&C3$5I`Q"%9>_\80TIP0:,G]&/P/Q! M!J7!\1_D<(`"1`%1['B"%<[_I0`1M"#$SM!`+0@!A2_L^0H!0!21_V#D/]CA M"B8P@1.*9B,)[,$!KQ/!W"X!`S!0P`*.,$`&<`"''7P@`XAB01Y8$U>HP2\48(8+M&80'WA#!_;@!1>KP`0N>,,"[J`&$S#BNYLX M0`W>48<)_&L!6]C*I"NM`!)D@13OZ?22HD"(/A@@#I?P@`2:D`$SF(0`;F"" M%%!W`CE(X`00,$(:BGOK`DO@!5<@0'()$8+DTN`-`FBREC)D+UHZQ`,@4``I M.A``_R/(@0L82/D+YA"8&6#`J=68LXPQO@(SA(`'Y_Z#`;H&`C,(0)*6$<(` M5A""/!)@#,]P@1D@D``[AZ@!?QAX:0K0!C$(@0"5T8T"2A,"FP!``ZZX!`,2 M<(4Q6%P]\U2/B@C`!@E@(0Y4*/DW<&"&0H9!PSGHM@VV7`4)-.5&7'B,L":P M`G;BX`4$^/A,5$"`#.2`&TH'=PV@D%-.ZUD.3PC"#@4@`1YM8@(1T&F4"4$# M`F``!5!$E\"90NG24&`+.EU`U(,%E`C`4`",Q`%5A<&)0$<$6`!N4$(W>,,=#`!;C!]FU`%PU=DI4$: MFR`",X!1-#``SP<$,M`&;5%]%P`"$-``V\=4ZH$`H!>!$:!;HG$`M<0$>/!L M$Y`!^!2"DC4#R+()^24'34``$2`'2M`'`F``;_`WH$<#.E`#PN(%1?`#(S`% M8&`"W9(!$L`"I^($;U`!`P-E($^>%@/O`'/,`$;6$$ M<"`Z9A``!K`>O-<@9^`&>.`!+B#_!KJA'Q;0!PZ``KA$`"5"2W[X&7.P`'5` M5@O@`2"W":0G`F0@!3"F%SV3'"N@%U.@!292-"50(B;B1!10!C(``@+@!@F0 M`B2@`P!$#;31!_KR!QI``$;`1`-&`#M0%7$@""1`!'JA$83P=B8B#3#'"0H2 M`74`(3&P!(=7`1"P`0;R/81`!?<71%1@$0-P?ZV2`&Z0(F^0`EWP"H0``N$( MB480!S*@':&!!-T2?,[P)DL`&CH`!1@@`T$@!,Y4!4C'53201[K%`GH$81@P M!DZ0`38`%Z<$_&E@?=T@U. MX![\`08`%01"20/$`%G``(,`&L[0!G`8-+-`%%H"&FS``$5HIB<4% M(=8`%B$$(A`#E7$'^_0=&R"AWL!!!8"'&U``)D`(74`[W,``$S`!)R`%,=H! M_^!?3"@LW@`!R&8@1L!PX\`%1K@)\X4!.K`#>E`B1L";1$$*!D(`)F"=T-`$ MC?FD%+D):Y`%/V`$&X!822!N?Z"AP\(`8DH(=%`";^`"!K"2>08=X@`'!-`8 M.$:10J`EU``!ZN(,15`#I`*G@)8#?<`.6Y"?X"``)L`$-((`:$D'.'"EUH`! M;V!B-F`@'-`2VI@"FE$4.(!)$H`:8Q#_F)L@!R0F):?'`$+0:X2@!#&0`"$@ M1VZ`FX)U!BM0D&&:!C\@`PSP`0>Q"7&P<@O0.1[@IN&0.:;P98J8`PE6#2>0 M!L^P:Q?Y98XP"JA)#4^9J=9@J&;`!*RW"0S0!EU#"!K@J-!P`0\&'D_Z!D;0 M`>NY&3XP!9WZ=)P``1I@!@Z`7C!``!%H%Q00`$^P`A)B$X7%`"`@`8'AFAH@ M`PD0`,[)";WZ!Q#P+VD''2Q@`A2`0X0P`F"P`@B@)C^P!4=@=OO5!\DJ`0L( M!:UX!:$2`6HB`OO@``'P2S(`=9MPKXXV``3P"W_@`-IA`"@0`#J0`180!1)` M`LNA!&H`!WNP_RC:"0TT\'8]!@&-&8%>P0318@"MZ`Q1:`::,:G!T`.B<0<9 M0`!,,*WG802?":YO(`Q_H`=L,"!DT`)WL"2%-0.L(0$Z.@UQD`$-<`(QE@+0 M@04QH`!!P(8UM@0^(`%=R@>AQP32$`'7\0"SM!Q$"QPJP`)<$`2^@P)WP`)& M`+9L<`>1N0E"@`)G$)IM<`8[`&1_<`!F4`!R``4$L`(]8`;=XZ)ZZ)W0H``* MLPE$<&!=Z@HYUJ/K4`#?Z@R/$82$H"`XVQDSH"]5\$OG(@($P(:;<"-I4)83 M$`9GJS;>"%A$T)0H`-'@49L$$`="@(W!@$D1B85!<.$`<06"G MDP`QL8B M0?`&:F`?&5$$P_0&14#'
)MP`Q=0`VGC5S-@J8G\I)9`H8T9`WK`!!\0`"T` M`BYP3+8A(A)@;+S,!-J,<1+PQ^E,2Q3``45``2Y@:](``21@0Q<0`*\SJ:FA MFR)P`@\-!82`.K!*",C67)QP`Q%``@9B!J[$!D;0!B3@`C+@`M$,#F3``,>$ M9V%``0P`JD<0`@92_P10L--K$@33=@`E,`8$0!=_Q0,58`!#D$Q>%@2(![3,`?+7`0>3`B3D!5=8,!OH#`1H!!&,"3&]@N1=[K0 M$`><0FGZ\@,&HE],R`0U@$/IE@8-N@DLD`9-Z0"9:@(D@`)7P`<3$`4'$/^C M.6"J$Y`&+8P-.:`!;&`@4?`ZM4(!-\`)GX`#T(!CUQ@P`V`"Z1RMB$4$M^T, MJ#H-2(#+ON4,9+"KTE#AGW$'8@DPT\R:9'(#?>#. M$Y"G0T%1T4`'B';B`G,&$+LL/!"`$=?``XZ(`5:`9)4`#"U`%56#9S[``CC`"6/[EO4T(,,#!T"GDBY<8/OX' M/T`!(,"DWD`$7I#:G'``;W"UST`#%B`&'#`!4Z#ASI`"$C`##/`&U.L-KQ(' M&W`#=Y`"*B`!?X,&1A#*7BM=;;`%%,`&$R"SS@#_`=.)%Z@C`QV@!MQ#"#;` M!Q80-?-IYMM0!WK(P\8U`?0PWM-0!G\##08@`S/T#'<@FMS5!D.P`!#P`6W@ M`7Y."&<`N'O&!J/]#0>&T2A@$?7A4DQ@L1+7?6P@!++^!T^@`B"N'LFU`$6` M!X2P:W>P/7>KZML@`$H&Q3B@VW()`=F^"4#`!\U5!ULI!QP0?GZLAOD.\63SPD`H0O) M=2,\$`5"D`5*P`1`)@%"H``F$"$X\'&)C0("0+00$`3+ZPP'A@(*/`'TN@D; M,$N*N,PAP"!O$/><$`4@804#H1Y]3`!/L+LL8"!>$.:+GPT"P`$PP#_;T4;X MNO\`07#=!:!M#O`.-](`[?`+%6`&,0`($']M(!$:7BQE3A%%%']_!`&/DX]. M!`R4?Q-%?W$%?PH$"@4J&!H>DA(I?V1A:28A'K)3$8Y_-@N9DUT$/PJ_,@Z3 M,"5%<7=_'FUT?SQA9CZ3=W%35@YF5B,"9B`?!`7,?U1A)UX$4[KIZNOL[>[O M\/'R\_3U]O?X^?I_`BM_3P2D6`!U:82H1PS,/'#@+U2#$1*^_*E@QL`C-P(H MG2ARP(.M2.ETF(F0B8"'3I]"C2@@8Y*./ZH>45"3(3)A:A`"*!]L^;2&`X)'_%0)_ZJ@P0F2?V;-H MTZI=R[:M/@'"Z#`QTX$@@P5!,B"TZ<"10X@;)E9\]$;#(ST!5,3XD^&CI#L[ M)ZUX%U)]_51UD=AWC#[C,R"C%QNHTN?3KVZ]7UP'[D0\C(4)C1F MA'KYQ/#/C*:)#$'`6(L8$("R`!`@9(&)#E'PR,<804'DCT!Q$I.)!! M94YX((43(&C1$7]=A(!$)@LD@`(3-?PP"1$;=%$&%$+Q@($'3CS"`I8F5/9' M%EU`4<(C312P@47IV!#`J)6=,"H`L<;@H[+'QQR!;]X(#78"J ML3.F8$P:`0/CUB0(15;:M.%B^;E$0].\#QQP(;L/'X!]:] MX4:2,(F#`MKQ`4O=PPRZF40)MF`Z#RA.>Q`\BQ-\)@0:T&@!/U"!YLBWA3F` M@`!=V$FV&I`$+!!@!NI@P!M(]S,1A",>!?`")7BP@2)8:SHQ>(,M!O`&/6PM M'3X(T;`R000+"Z$HP`6D<@R77`4`,L?#$>`QBD?+*&!QIE:X!_\`(3+$F)%X!P`0L8 MP1X((,=)T&`%-%!'`")#X MB!\XC@E.Z?_F))10@Y>9ZQ$\>`,*)C$',_2!!30`40U,8+IU9`L*E-B!#,JV MA@^`R5Y$Z`,-LH`%870@!.V@@RHI8(MZ!&!=$3#I._S!CT_L`P)MD$05_K8. MHCS"!W!@0@_^0`QZ0(`"([!'%0B@!W<<`$($"$,FAV<&,Z!P$MDZ@D'K@(40 MD($.'S1#5UQ&`!70%0VXG,0"FOJ&':2C`%Y+AP(2$(#/JB4,!&AEB#;I`PV\ MP0@T>L0'J";3,E+B@TZE!`/>^8A0$"`.-3`#"F(+H)W0P7$0X\D&'T$$#H0@ M#!FX0`-"V:X'2@#?O8063_'T&1`/!J ML?`P[",>0``2'):\#V"!XK`RG$<`00`"H`,$7$```/`*`D\PP!9'@(,T%0+W.`$%)U$%,PP!F:P(+M5H,#+MD`)ZZ;A*91( MP3EV0X"L$:`N>`N!`'I@4BV\K`LE84)M5A`$IT'`"TN^%WPSX8`).."I_VAS M&CY0``]L@0E^%6JV"&`M-;.!"22`71]J(!,"X&&2\4M>.IQ= MTT<8B`\S>(`%^N!'M%A7Q;KHPALVIX8WW/HHP44!";[`X0)D#D%#(4'Z_K"5 M+'S`#7B(S"0`\!\/-'.,-YQ$F[<`!M6$]PRYNW6\)#`0"V.A!!`001PJ#1/[ M%J`&"+""9\D0!`.$`AA@!8'')&"&I`A(9<#@TZ%$``N3`8&'C!#`8@0!TE8 MP28G!10`)98X/,S<)31*8#`(I$OAAX]8B;(N`$ M`J"`&<*`IF],H@IOH/XD).!U.FB``"[0!12FZL`S5GG@6X M7;.$&"_1\3@8A!XPWR;_H@"Q+=S'4`#-9`!'N`%%%`O`A`#+2`#!#`"TV4H MY"8`1`!^&6"`-Q`!`@038[!'<+<-?U`%$C!@,I`!!H$!?R!VE.`-+R'_!RM` M?3PP;/%`!3+`!J/R!1Y0.1EP:E#0`E@@`UTP!6_@!5V@`1FP!4%@`0'0!2X0 M-N#W?21`5R<2`I43!U1(A4W%1']P!&V@`JY#!G\P![_0%`10;PDP@).`0(^@ M&B22+0`7!R@@9EB(!6SP"!;#;[IP!G!@!C_0!,#U,UY0:6S0!H=G`[+T!BJ@ M`=QU%O%W`T^`1Y,P72C@%'A$:[9E`IUU.3E``/7W!T)@!O.%%S;S!S?@8[9% M"120!G^03']P`%RV`@104P7@\T$U=HTIU2`#4^`=28`;Q>%^>4P$W0P`)Q`\$(`05P'1JP3="D`QB4#9T M<$8,,`/AAVMFD`$3F%F34!6UT@(-5F8A,@FAL(DR801[]`?30`!#$`-FP`>/ M,`)&$`2U@7R["`08\#+%I(N3\`,$L$5&L$G!Z'3Q"(!V!D@.\#LR1A+,J$(# MM&4980:W)@4Y8`+6^/\?4I>-?U`"9C`^*"`"!D$2XD@)2]`\R8!GA/<(,Y!) M[5!HDX!;FS*/CR`#?I4M%-(""(`!06`H*P``S+@&:G!#'J`7!/D."T`#%S`5 M+L`%M2$'T-5F7#`).VD"95D$DI,M%D!1A(EG<]`A]>8461->#Q`$7%D)!!`8 ME(`#"D<)+E-7;1&6\04#%F`&"=``.\`%EI@\[?0(=$`!EO%W_P`6(`$88#4'(`8:4`84 M$`-WH`$.P"L:D`=E40MYH`!U0`M[*%)4T`104`!)9P6+<0=/0`$I(#ET:@4Z M(`)6$$Z/4`Y@4&%6,+"&`@6'MPY/,+`#6P*G=U+]B@/\FEP/4*?0H01/\`3A M<`3N0P1@(`6PHPT"@(S2L16?@)90P)%.@E7```SP(#/*"]RH")',P(*8(Z90`4\^PAGD%R9P*E?*+)6=!:O MMXY_``$!8`!'LP*5%0-&T/\!-#<%6?8('E"S-D8`L3<)+)`&;S`%I'`%GS!:F$0#:BV-5`#>H7!(!S"]4`',C4& M,"#_!X$JPBJ\PO%@EH]#8Q(0P"P\PRL5&JC2LS&!AFUPT#,PGD: MQ$1[Q1$4!QZP:VYP;'$0NR=X$&91@6FQ M$5AW09B&L[26B'_P!6^@`$T`3D!@!B%`%-;W!W1`8YA\7VY@7Q`0!"<@`F[0 MJX]@!T-``/1)!B&P9%_0!]@#R:?#`BGI`?;5!5D+C9KL_RU$0`$(&@A`$*$`:.,`46 M<`0!@!DOH`)!L`*K%@4+,!7-T`<\$`5!$`#(1P)P``8S4`,'K`XXP`"\,`$K M=X^/8`$`4-29,``@\`8U@+M_H/\#%R*5%V``G0/3MWI2(8!1C]`%]!D'940% MW/`'CW3MUH&<3"P,H`%O2,*7/!35B`$0?``;Z`B3H!G1=!-0N`(%^`( M:R`#4]4!\14!0L`!$\`$_@#,6BL/7$(`N&&/[E,&'J`ZG&L'3>#%!UD\`%9M!-)A!?%\`CV^S:,`'9.H=D]0!NDQ`' MJE2L%R`$#78`\4<`.9`"_R%F2(8E9B1-FO,9J+:6*"8*-)9PQ10<-7#,Y@TX MZ)T`!,#_?#]P`_W\>K7A!"]8BEMP`F:`<@F`E?DMN$O#W]G-%$IP$F1T#W(0 M!]UHC_VT!$Z@`-/E!&0``[KR!VGP$05-`E+$`K_0-0PP!Q```PLP1-5M3$$P M!PO@*SJ`5-*E6B$>0>A-J'N@!2(P!G4@G0HP`[DS!5/``1"`!4&0`!U`&PJU MF=MR`5CY`)#S!_R]/B'0`7`@;#&V$"6I#B8@"2D`5@,.X.RM"Q;`!%G`8.,C M`#)@MO!-`(+]"`O@`%4P=T)GCQ7'(OU4YMEC`,#GWZST.(82EEUP!BK48!E1 M`B8D!+RR!'S@`!<``K!S`6MJ`6`U`%BP!S\@![C%!!I0!S$PT@$IX!--4`,_ MO`YJY@#P.@E/,`$9P%TS,`&-:P,88`$.D`#AD(2ZT`17H7E=`%)P?*(,4#8I M,$`0L`$@D&&J_BY_?"PYX,640`,`D%S]7F\[T``&A`,-P+9KT`` GRAPHIC 28 m62094tom6209416.gif GRAPHIC begin 644 m62094tom6209416.gif M1TE&.#EAB0&X`>8``+6SL?;V]8V*B;V[N@@&!Z6BH7DXIV:F9"-B]73T:FFI7UZ>8B%A*"=G-_>W9B5E$U*2;"NK'AU?E MXV!=7%%-3+BVM&EE9$A%1.OJZ=K8UL3"P28B(C8R,L'`P$`]/.CFY='0T,K( MQCDU--K9V!42$H!]?+.PK[NXM^SKZMS:V3`M+.'@W\/`OM;4TFMH9QT:&M;5 MU"@E)-+0SA@5%8.`?N3CX:*@GJNHIIN8EI.0C\[,RNCGYM['"HB+C(V.CY"1DI.4E9:7F)F:FYR)G9^@ MH:*CI*6FIZBIJJNLK:ZOL+&RL[2UMK>XN;J[O+V2-K[!PL/$Q9L!QKL^?VAH MNF,;!E(4R\G6CR8`#]O5MCD]%2P/60:H!CG7AA<@-`(@W;+!PYO'OSQ0660#Q,_!`69*"@`L$-+4*Q1($5C%@:"?*![0"&FH#LV;#3) MP@.9H"\$)*!`B&+0"YJ##E@I\.*.AQ47(`"@`.L!`2>-R#)+0,$&&@4)_P9] M8.`"S8\/*@6MR6'#2XXI?Q*`&$#80@(%*#1!@1!EG\'&&0P&404`9();[#@:ADPQ%&&`0N\$8(= M)YQ1P1-].'%&`QR$40@1.!#`03Y_!`""#`88L(<*?X0P`@PD6(`I"S$`,$`) M6?CP!A<&P,#&'T"<,8C_AQ'\0<09$`310!,#Z."'J`^P\4,&-^!`Q!T3.,(# M`45C@P1]1<.2* M!V\04443&^UAL2!>`H!U#%'\`<`6"O"1Q`%3-`#$'RRXG4<(#OJ@`V'"V('30<<8!^<;PN"`@$%#. M_R!542`^!7+@.@<_%'SQ0`LL"!)>GF<(0-8%#@9@!"$!O+%"'SJP4`;^]H<\ M\*,$#BG`&S2R@#:@(0A!R((+WI`B$XB*#SI8VP]BH+8_I.`,`)#"`-80!1D< M@00YR`()D$$%&F0,37\`3+X,H28X:&!\;`!!%]Z0@1?=(`%T($,1@/`#)LQA M(@;PPQLP0`@-M"!:3:B!'9#@!HT);0%G*!P3"."!"\QM$&9I@0;FP`5D&$$$ M-'@#8$0'%+$Y80JBDTT$=M.*"+"`#G[`51X04H$_O,!(Y;!"$C9P`@W]@0PQ M*,(/*B"&@+DMAD5(`1V.4($'+,!H1+``,L!0A`80(O\/'=A87A"0`C$$!"-#'/W`!!#5`V\8Z\(8X>&%W;Y!`K/X``1)PH0&T0]ZT@C*"$APA:8*0 M'MIZ0(`(8"%0?SB#E!9``)H`TA#6<\")!/>'.<1!`FT@B@C(\(`$'.B@AQP@0!L2Z<<8-.$-((!`#/)P`SIH(&.#0$`+0``""X#@EX3P@`H( M((?]X8`#9NG/'R;0A@*,004F<`,7GD""?+``"Q%X0V*45@9!N*!8@C#!''H% MJC,H`1GA:4$;B@K&7:U`"+3_\X`&K->?\`R""6]0"@'(X+?2L&(-7[H`'X[@ MGQ8(@``^L`+1`DF`/<`!8%&H@@G@T`$$[.$/"WCD'_:0!A\4H0I&ZD\F,?4' M%6B!$`,@`@J^)(@(3`"+$>`0L89Y@!@816-M6,,9RI`8!RRK!4_L0A;DP,I! MZ*"5?^@"";(0!YL)P@K36Z>92C#0:+;L#P_:WQ^@-+X_"$$062`4`7[;32`X M(0:(:0$Y_S"#(T435U%H)R%0``09Q$$#!)#!'\Q``PT,`@15^(,2JB"",XCD M!-0L``+_@((B$*$)'2!+&1J0-Q&L@`1]S``<&G`!MSV`!%%8P1O$(()\T-,A M@^@!_Q,JH`0):"$$XZ%N5>@@`0*85PXI,,MO?:"N`%B`"B^HPAEB1`$-_H(`V5H0@"5;00A^2D+0\Q,%A2DC#%LNAA3V@80HM0X$,IA`$F!4U`X*E M`1>>)KB_:$R3?\`#)0D!@C.0@*7(2($$&OL&'4SA"03PY!\PH+M!$$$.@(W* M[N:@$HU0`1ER4LL;G%9."="C"$60H1,(8!2S5#F:W/O#J`?1YA3@ZP\4>(`" M"`"!$52!=G/`U1^"((/IOM5I11@F_HHK"!Y4,88X@X$"-/^0A-T0@6D[$`,= MFIF/!53!*70(0`QD6H<`:&``X0,""D@0@C]P0+MT>$`5\H20.8,/PHZH@!S` M\(<:P&'.?-!D$@C@#-$>H`N/[`,!8G2`,HRA#FD0ZHS5*0@2E"$?$RC"'S)@ M7A#`(2Y`7DEO_P`5F0ZB"/N;M=-TD(0[_`$&!%"`Z-09@'*SX@LDB`P5]G"$ M!"1`O"U0VQW$]X<(Q&`040@`#42U`P*P*;"W)4`/GB:E!XQA-D"ZD`$':#@ M`QC``@KFD((7P*`,6MW```AP@`VZ[1\9$(`6%O"`.2R]2#&:DA_LZ0@,\4$) M--`!6?S`5BB\008"J!,$-M"&%7S`!U@``AW>4($`!,!LT\KKI:).`#$HH0S? ML8`.MD`2.=S`;'TP`G[0=B=G.C3`39#S2`SP!BW@`Z&G`41``FT`<'65!C$@ M7JIP!YUS!D/V`F7B`/SD!"\0`U_P`000!D90+V6``20@``#$-"3 M$+`%/Q"4$+`"\&`X6X`'?U`'2'`#>.`!,/`U3%@',W`#,(`$*,"4+@$`4)`7 M'_`"06`$#S`$46``=Q``*+`%*&!R?T`'8X`,=_`"A1$`A7,'8U`X+F$"8Z`` M`7`'=*``73`%!5D(`>`#/F!RSD,%;KG_#"V!!G@0!9@2!77P:DAP`E)`1WA@ M!XPE"!N0!81`!3"$!R@`0X)@!]`R")U9F?S#E;U@5I10`[#@EKEP9N4$:X@P M!8=83G14"*`9GN(YGN19GN9YGNB9GNJYGNS9GN[YGO`9G_(YG_19 MG_9YG_B9G_JYG_S9G_[YGP`:H`(ZH`1:H`9ZH`B:H`JZH`S:H`[ZH!`:H1(Z MH11:H19ZH1B:H1JZH1S:H1[ZH2`:HB(ZHB1:HK)@FR::HNF`G:#@%"KZHNE) M,C`ZHV?E"L%$_Z,X>@J]60C4F:,^R@JF^:-".J1$6J1&>J0`:B%(NJ1,VJ1. M^J10&J52.J546J56>J58FJ5:NJ5^J5@&J9B.J9D6J;!$*1FFJ9JNJ:( M$#9L.@O2^:$9]J9EFI1T>J=XFJ=ZNJ=\VJ=^^J>`&JB".JB$6JB&>JB(FJB* MNJB,VJB.^JB0&JF2.JF46JF6>JF8FJF:NJF^JF@&JJB.JJ\L)N4X**D MNJ"F.@FHFJJN^JJP&JNR.JNT6JNV>JNXFJNZNJN\VJN^^JO`&JS".JS$6JR7 M*IO&FJS*NJS,VJS.^JS0&JW2>J/2VI_46JV_F@>TB:WR$(`I`%-2`J/S`"),`'/M,&$N`# M%!`#;$`#P.`%,M`"+&D((7`3N2)5,5"*,D$"0&L%"Q`#WE,&1:`"#6!R=R`` M`8X!3>H.`!(4+!!A0!7%0F(7G;F%:!Q,A6@)@!_F`!_A#`%;P!$5P M%GFP$*^P:%6UQ6,`=D@+X!4`(<`&.E&`4,T3+60P(H,%E*/`@114"" M`,0=4`%5T+V"<&4?,F0]IP41A2U68%X4<`3&"P)DT*JWI0'7TBD7D`2&0#15 M%`!GL+&,\`^49@@N\D$`T05H(@*&S!`K$`<>UP)`4&A4.4G8,F,$P`86`O\$ M`O<&9.H$?"#$,H`$(G'#50!C'=`2!<<``%P$9(#"\L,!*_4]?\`#=LP!#M$&':P" M(.`"+P#`)=R&A8``I9)SW4Q5A-!F&=(!P\L(&IW,A="/%H`$9SP(Y3P%I]+! M,I,K*N`#]<)$;\D&VPPY+*41"G`$+_!G(@VF(-``]:$#<;=K@#P`+@`EYC4! M1646#*%HK'8&3V`V<%=L1^`#91(#?8`':[PD+E"X8?!G(``4.<`0L!51<+"M M0+P`:\`J2'5U6F`D7"0(&&TX'!3"="`"12P!9P#_!^G*-4]4!_'+4D`W"*!.P2@!7A`!T+MP.$C<810NSUT!3"6`7B0`B(P`I/1$(+` M`A!6`+4[+6-@V&1``1H-!$DI4H/P9Z1S\Y+E$';$K`0*E83IOT!(0X,.CHQ%L_`L10`UH`!]6P)#`,3Q$P`9``+.<`8`((D8XD@./4Y'+49'1"(`.$_`4#6#'?V#&#K`",*:%`9`%*[`!+/HB4)`%/_\` MA7,%!B`$NX$"V_``4@`#4&"J0=`%VV`$`?`!.7`#18$OZ?8`/9H&Z^9SOG5%@IYC0!2Y2^9T?#`_@!`UP`$_0`!O0 M!710``C`!!/`!`"P`:V:`^!Z!Q7@``>0!3\0`!*P`%+R`R:B!1$P`S`P!"RP M,PW@`S"0`150`L)5^J]`,`Q!!B3@!JTK.A*E!7/P!EAPKHOV!,P2`!0E0 MR3HP+0%PS7Q0DDDP!P#)$#L0``^2$*!/_:I`-%4`"'90!`10`44$`G\'!$50 M?R=_#W-G?Y:2A`0IBF5&/BH$()%_'G,&/X0-#"Z$%9>OL+&RL[2UMK>XN;J[ MO+V^O\#!PL/$NT0$)'\%!&=#_WA'!`M_`X00EV&$)9?4&LR/-`Q&A!>O2C\Y MA`66K<7M[N_P\?+S]/7SQV\E;CH`EB0$UK!AR'.)Q`@".A18,O`F2`IF/EJL M648`UIH[-@B!")&!G;V/($.*'$FR)+".29Q8.$-CQ9]_!&00J&+DDH0^@\Y\ ML22$`(HL,0C1,".!D*P@A%),8.+1I-.G4*-*G2JK!`$W=P*P(:#A)8$0V,[< MN"1"!A="1,;\,>#31P$=!"S\N4#(Q"L[/E`1F+".@"NJ@`,+'DQXUPYDEFC$ MO.,FVH,S!#+XH")EC@0!%*T).:/P#P`"*OXL@:SH#Y5+#SRR*V"E7^'7L&/+ M!DF&P/\;`QW?7)!"J`RI-P0XH&F1S-(<`G&"?"$PJDX9.0G^3$ARAH,1&'Q` M*/@`F2_2KW_@%I]-OKSY\[:84'_#/@,Y$>S?6/G#I<@9^V^B_&%0I(H.)1B< M<08,E_SU1Q!71A(@,H4'!'#EU80D4``5CB0Q3ZS7('%0Q<$N,?:\@RA0HR?&CDD4@F M24P.+;BFY)-01BGEE%16:>656&:IY99<=NDEEC5:$J8L=4AQ@5U(H&%)'5]0 M8,8M`U`01192S!*`';5\\,`#7_;IITD__A$H+`F$<$021X3_H`$=EMB!01NA M!3E+%D7(@4,)=JH\TS!J"4)Y`B+$7S`@0$2$P!1R26? M531%+1@0D(0-P%A`0!^D!BOL,&M$,285"OCPR@8R%6F)%+-*X4$6!,"!1Q=1 M^#`&#&-:DJL,G;UBP@U+_$$'!'GDX8&R?]PQP`$"Q'5)$ST`B80'`=R0Z;#\ M\JL`%GSL4046:&!P!`AO6&,)`D9=D@`0!.R MR,E.>O*3H`RE*$=)RE*:\I2H3*4J5\G*5KKRE;",I2QG24M5OJF6N,RE+GHX`@K6T#F>$E,+:'C#6D@0ADH(8(![%!-Q8RFE%+`AB"(27K_A)A#%8ZP M!PUP``L?D*8XC50$&OS!"!&X3P?2&!0B6"&-1*A""U[E@G':LSQ'4,(?*":! M!]@!#Y+@`Q"JY2`84HTBSTQ``O@,!9SU:$.,2K`&;0@"Q/L MXP,AR$<13/32HIH$`M/;PAFL("#]:`",D@(IS1,XUHHX"P@<.DK7K"Y)TA``G+8`PBP MEHDB$P)1*E!CC?^7+(L\8*.:1'T%`&H'BQ^VOW5#DX2R-`4((',&`/#&]XMO']APT`AQ`1\,%;4Y!QC0.[ M.I9H@)$A\X80I"0*B34YFCD.`#EX@!HLJ(`5$35XBA&RT MQ`)V];PD\"'QI\2#%C0`@'K#X@1)V,$EF(`%P0/#IV_@`2R*\M;^,5H2^\"H M*2G(@J($/A8)V,,9``R#.030\[I`P1.PYO=7_RQC"[22`ZIS\(_2E!(&)OO# M`G!@^```Z)@MH`!<$ M4(*R4%ZD)@9S8`L14"T%D`2_5@PC8`"CQ#!#0!^$,PK)=0EW(`\EH`/V404B MT`0#IP6:%PLTT(%"I'8'`B3IT'D?T@4W$&6V4`?^PQ6J,@LU$`UI(`)=:"=B M,"!.0``,10M'U'O%(/\$)!!GH00ZD2`]!4`'%B`#,2`!,*`!91`'0'`#?"`! M)4%6L&`!72,H1:!W^=8&Y&`7@-$`7.`ZMV`'''`?WW8+`2`[*W`$OE,+9I`$ M9,`(CF@+>5`%<)!><14+"D`#,_0&%>!;PA`!;S!UHK0,.Q`!;M!Y=X@`;'`& M&%`&H1`!:*`%?#$22^`!LE`4VK`"!)!NL*`82U@+`V`%6'`!Y2(+8S@+1E`% M$)"*LM`$L08'?*"(9%(41P`'Y$@+%/`&8"!Q4`4'6P!F7`AB"Q!A\@``B3"6>``Q8@ M!S-D&PYT@:J(.`2`873@4B@`&8)X&`GY"NP6`ZME"TSH+C$``8?``U(<"6_@&6``!0B`+#U`#2&`!<%`&!1`".D"$+&`%/Z8%&,`" M^DD)96``_VD+70`!.X`%%M!18L`"85``$!!9L$`']ZD+-6`GL#0`"[``.Y!5 MK`%&/.``Q&@))0!?[H`"7V!":1`!#-`M47`'06@+/X``9U$$([`#%%"#:1,# M`&`'6/@'JI,!3QH&LL`#A!`'Q^FA/5`$7-``T"`?%6``0V`#!>``7'`$.N`' M5@`!'4`"["$#;+`'(D"E1:`#25!"'@!-">`$&8`#54`";E`%.*`!"]"?60!0 M?^#_D7_@4+*@K2&QEZ^P!I+BG<"PK3NI2V;0!'*@&Q;K"WD```T``GY0G0L@ M`!50`613+4_0K*^P!3$&C%=7@3EP=T10!!H0!V^``T0``Q^P"@G`!$H@`T$3 M3A2P`"D`&6022Q`!!'``G;$`P.``GN)!PJ0`R@@ M!3F@+3_X&AQ["1[K#B)[2C7@`P;P`BB`!`;P`##P`$9@`E]@!*NY!3!P`P8P M``,``[GB!SW``SS0`P`0N9(+`Q[0E@<``&X)`#Q`+Y7K`0;`N9S+`Q?@`=A@ M9$6V!RJ0N$VP`HW+%$46`XB0"3B@2$6ANIE0!$Y0`8L$_P%:P`8Z,`02+)C%)4`5`0`/^T:9P4*DQ\`8P*9\X(`-"R@?;ZCT^@!#4(;!G M4*D"*[`*(L-$")")-@=(#)!(O#+#B\25ZL1@NC));,1*/,56?,6N9F17O,5< MW,5>_,5S4)I@W`9`T`8RL$Q'@/]PQ`MV(-`"&!\`%96`!(1`!<-@S(TM+H%"#3Y&-A&%P M?H*"-P!06$56!`3R!QQ@`3G2JK!@8;<'"U;AJEADU*T4!:U9#`4`C(2PH'>@ M'K:F`C1]"0F@!3H*"859AF?`I;$``!RPJ#M@3JCR`K1(#4G0`070`R@PS10+ M`CJ`C'5%`#QU"2%P!I_U!R.PI#90!`,0MQP4JJW$`T MC=,F$0:A,0QWJ0%8`-9,1`,9D`0@4)L.,%5XL`%,@+1`B($T8%PE,(]_\`38 M;`D5\`9_@%,:X&YS@0`3\`!AP@%)``?<9@E$X`:98@)`H`V7H`.:9VPBX`8Q MT`9<,-4U@*'B/14`/0QB_6BW(&@QH0`_&)R7P)IG@``W]P$U,"B$$(VI02`Q MB.+*5SMK@`0Q`*ZS0`(8T!%Y:AI5$*$4T(O#]!F+'0,\`*N7@`96L*`C'A46 M<.3`@`21@0L0?"$*PG!J5B!SD`!ID/]HBFT)4?!QKH$&)CPG?J`3BE<1?X`& M9D>+EF`%D2`"%1``2@!"%6`X-'`$E[`$_I$!3>`$9^`[;BY!*U``%-`$'.`& M.,#:5X[E/`X,<<,%`P`$(S`"*O@'6WD`=#`$>^`':=C?4T4-$Y`7&X#0'H"U M99`/-O`!$?0F,*`K!<`!.L#7:P$-0(`#*:"?1V`7&)!?!D`"<@"3:4#1"H`` M21#M$O!12\`#IYX$.B`#<=`$8'#I5)$"$1H,J7$$`-`!*F!)LR`K(-`C%I95 M&3$*>9`&H`8!77`K&(I46N`#*2##;8!,MQ2<"&$!6&D)05`!85"2D;A^>2#= M47"P)"@+4TG_T:B2`UD``S?I[4]Q`&TP#*AP!C@8,E3@C9M3!#X0`*V2YI80 M`M+=!1)7!&P``J?Y!P00;TY0`JJ'*F1Z"TR-\51B`W`@W;_``'!A>#<7[9]I M"4,0HTV@<*)W"Q"P`'L`I%G%!EEJ(_#'\SZ#`&>@WKC@*Y_I!1V0\Z\P`!@` M!!TPU<'`K%C?#D%0VDD2!&F@`@C-"T$0`N*Y]NA1MU42!32@`<+Z"UMM)$LP M`>&-]QS2`5@@!#N8),;R"UV``X9?5"50!>F8"Q8@Y)&O"TF-2C#S"UC0B9FO M)6C@`P*@`BH0!T<0!U@``X$_%1D1C;N@!(0>^EG2!6$@$XQY9"00_P8U!1AM MX`Z.GJZ^S4&P1$@!5/5?\(M)B2S@2'-P0(R+&A2` M$-BQ:@VE/'-H4#D$@(`;G&##BEWWI(B13UG@%.%TK(X2`B50_+%1(AH1JP:+ M$,@"*0^5'P2P//QPI@RB-4_.".`UMK'CQY@\5#GWJ6@J84%,$%"QU5`8`D>@ M('()@NTC)/3R%)3*(M'!-T$@RYY-^U"1"JH6G!%##0(!8H=0[(&'2(!("I'> M%9E14`H!(HGJ5(19N[KUL'PZJ)IBX4V38T3^H2Q$S$%(AX:"N+%X`!(%/A8+ M4GF3AI"A!`FFM`'_`O"Z__\0[3&+*N9I((P=(+"A2``A$``$(AT0T(8DYD%7 M$$/&),(%`G=!P1J%_X"'"99YL8)X$.?G37R$,D$#`%HY\4(@8.TXB MJBH-$B#H&>,AZJJK/]!``D>?3$&``R>LT0H3JU2T`B,,I'$&$UW@A88*_P1T M`PD+!"CQ4`]),&6F(2"P^NJ8G5W+!`'?94N)"SJ0$,0#;XB`@K>(^.#E(N:A MMXA+5!VR[1L$&;+&/HDL)0)$`$0+`I*%E'#KM6)&0?`?/I!1!0`&>^*H%D`4 M05##BBR!;B+&M<8(`@2006LA7H2$FR&6)#+%%#B\0;$Z=P2``A8AR>#%'0:_ M%>C!.`,)P!E]O"F/5P1@FL<8C-0P@&F*7-"Q(T>\0=D?-?SA4@=R&:0!IH4$ M`8<`$KR!@2)2=)%`#UZH9@8P1(1T!!':,$M#SG"#*$0,;ISPQ\>2S$?/'UN0 M<(0F?S#`@"%,@'0$T8LT<08)CFAPAK.'-."*S_]_O&-G#@\4``3X+P@P6 M.(,LH.$Q=YA!%8KPN4?T(`.N($`#ME6&!OFA$D79@P0(D(0.)0(/&3C#FSBQ MAA#0`'$<,(HX"C`%P"CC#T&(C19$PA;S`"$/%P#"&5!7B'EDT"AA0D173,B( M(A2!7`)"=;W!T)4 MY`PNB59@%-$#*!FB`1GP`F,,X1(3W`%?AXB0#(UR!CDDP0UI$,#%P'@3.YP* M$G5(@AJ_=Q([N&1DC1$5$DIPA"HXP0#%FD(`Z!"`/*Q@!3$PB08#)\HY<**- M)?@E'L@PL"ZH!$:)0,,#@/"&`>3!`R;I)R_I@8(`Z"8DT6C"'0:GI"*`I`HQ M_PA)%8CV@&C\Z@^%LL+V_G"`"J@D(8@8`YW"L(\:#"4)%S5$1B`0!='\X0&$ MR`&?TL""%%A@@O[(:4A(L(2H,1,LZYN"$#R@C2E((0`\.$LA?.`!*.A@FIHQ M`!TT"H(_="$,`C!&%QX0A0)T`0&@JHE;$'J&-[RA"F8-R1M:@``!^@!9#GK@ M%PC`AR@$8`@@$6`/HK$`17#$DFF5`=XB6@67/F!T(3%!`+0A`GKT`,Q#&4H&%!273\S#B7PH!\$Z*LAH*"%9!#`!(TP&`/@4R3= MXH0'-`"`2DR0``)D@`)%X`,#5)`*(0S+$"[HL1PP6205O"$"_NN`1AN`@CK8 M@$1@:1D*C$`'JYQ-$38(GR%,H(,B6``.)-CE']:`P3=HX0LVN%\A:A"$#]@! MF(68G8\-D4H9$%>BF"%MI(P@J@P0`.'0H)RS$[%BCM MK`1PR!!T-$P":.`+,%B`%D#BO@G`EQ&74``.X)!2&]?D#@@0P7I$D^(_L$$' M`%W&?*;)``(XX1`:*(,'/("$+"2F51XZ04B(R`3962`1"6"#48I`"3[H@&>$ M"\D"BF*4,"1"*H;^PPH$#!ID56$%Q8,.$R(:$B`LSP5\$LQ_0&H)Z!AN` M!"J"6A!-,%\G6I[0;`)TH'7(7G,) M(MK(@M.$#@K(R!]2T)`>^\C>F.5"`*(PAS090@%'*80F/B."$HB`"!5!$@*0 M>YT`"43!;/N`" M3!`"),`"&T`!#R"%"B@%41`$"L``XT(!1O`#!Y`$,=``#_``/_`#4N"%;UB' M=GB'>/@#)X`$&X"'?NB'&V``!@``%;`'%E`"3/``@N@!;P@%!@`#BF@`&X`$ M4/`%'K`"`-`#SO6&/>`!G0@%0C#_``/0!#P@!!?0`T*0B:)8BJ*(B0,``*_8 M`P/0`X0(`!!P`:=XBQ=0BE_``P`P`0/P!`*@!!7P!!"``4K0`-Z'@H]@!6E` M!$1`!G%`!&60`M#8`2)0!ES`!6(@!BJ@C3C`!T>0!A8@!C10!CC@!R+@6VUP M!'Q``G/`!S)0!#HP!S&0!'.0C_GX/CKP!OFH`_4X!Z?@CP(9D&?0CV5UD+AP M!F6UD*?0C]=VD`PYD?Z`"P/9CR`1#;(#60RYD#F%"YTF@CK%D&JED:Z0D"*( MCR=I;P%9D*<@D/LH`_JHCVU@CS%P!'.`DT`P!VW0CM55DVU0!GZ``T``/SW9 M!B10!$?0_XY'4(XTD`9%(`+K>`0R$#$HQP9JHF9JJN9JLR9H^T)JJZ0-1X(14$`5=X0>S.9I=X(1=\)IC M@'\%59MK@`)T,`;EM(144&6L,P5C4`=HH`=\9@`'`4&#B%0$96]0?`I!IYH``<(7F&@"\S2`?/%/\`G/`!0)`$ M""``/%!:=X8(=W!JE_!EZMD(=N""XFD(T-D+"^H)4S`XD&!(9E0((M=9>"9& MNF4'T5=&W8D(=M,++F!(0;",9^0-V6(W'_H'*7H(5%!.$A`&`_`"**```:`` M'T`%#2!:#!DE48`N5)`449.@6]&@B%`#DF<'G?5YGJ"DDI!SO),(*ZH(&VH= MU7D3.0"A3^&"GD"BC;``1\`<5:H--V`:0I@(VS5`DT`'/#`!')`&)`!T[E,& M;5!=510H58H(`:!F21H)-3"A--$%6JJ=AG"GOC"#G4!.D)"GA\"ECG`#F#`" M9<`&61``=E`&Z%$L;A`'>-$",X$(&X+_IJVT`\NC"%T`!0^P2"&9JD9!.X8T M?UNAJ(8"J(+Z$'40J+\@!9*7H(TPJH``A[@!S+0<3F`!=%P M!#NP`;;ZKJ2JLNJ0KY1@'%TG)=YF*K;T!UB1!KTJ&!10%$RD!Q7AJ(C0"C$` M``E0!CI`.>8Q_VH6<`#]A!=IH`$38$@%X`9'4)UI%D`/K$0$6@`,_$R&8`$=``$2Z`2@!0LYD`!GT`8F!PDAT09D0`9K=0@"`!(D\`9M<#$H!=G0`8%^P>M M,"5IQ3B%8`%G<"(1$EZ&1B>J4@@:90`^8P;%`P0!<`V>(+J+L#L_LH)O-Z5` M4IZOXA($(`!!<`)8(`9R(`>(!PG@0R5%H`)PD)?WL0$#L`9[X`92DF@H&L=GT$#&5$%+!`%)]`&;``!7^8!"V#!A_`!=0*A`U`%[OH'(H)L=U`` M$J@`TU(!1P!,YE$"#U`#?)"7/X`%(A`M1%"=+L"0%@"TA>!,,QA#KC`#5/"= MQP#%%SS%D+!##W`"/)"B7E`\+7(`,3`"45H(/\"0`K0$0+`#PF,`21!'CV`' MFA@<.B($`>"^%+H&/+`#ZX4@ M!D*PKHF@`!``$GQ'S-`\RCQPECK@!OQ)`3E``4[H`R>``7L@6D\3S>(\R@S` M`DXT@A,)647@`+N4!QWZ$%@ZSO)L'48``"S`!TD`!R0)!WQ0!$PRSP`MS!1@ M`R=@`)-:"'0`GP&]T%-4)2G0AI+7U3(*_: M^]B:_1]>L@9]O=F_$,:B[++LH`!#`-IQP]5%ZJ=?O=2Z==J),"W:X+FH_0E` M#0R;D@>?[6J9O0HM?`CMV7V[7=LWD=O#[2$V.!:_S6=EN&;'C0Y14->'4C** M\-)!$J5P'0DXC M[.T+JBT,F[P(-@#?[3#(AF`&,Y!UAY$#Y7L8@.,%EZT:7I`#=^W=AE``3MI* M:X`!&J!&/3`"(V!7C>#4CYCEG`A`'`V`'44`$*I`!`@0`,O%K_*`!&1C8 M*P`"*H`;"D`B%Z8"GO<'ZW.@?R`'(`"=^*+A2:RK2OT'!E/7=3#9P8$%&J`! M:ZD"#G`')R`0`9O26>`'-(`"`?HE&@`$#7`'0+`'&A`%:!`&?F`%7W8'EX"W MW8?:;AO*`2@P%T$K,J`##,`2C""VG?!E+P`$1[`!7?`#&A#":2`&"C`?&.`! M?`#@?W`05($W#FT,%2$"=9``HC)".H`<"H`2/\#_`'9@`AM@#`V#YW]0!^/T M`?>CWOJWS`ACW?U-!P^4+`W@`;<%`#_P`E5`*>)G'\$6`!2@)PD`,PX0!151 M59=,.X80!?E**V(`M&B@I^V`GJ`K.460!UR=!?%!*RIP!C_`X0ASWX_PUWVP M*&N6!V^0!5'0"E[0O\W@!LZ;"#EP[36X%0Y="-M"`%73!9X2`JJA`/C12I?0 MHHN.X85``21"ZG00&ZRG"5Y(,DYHLYW1!?9``6+X!UQD'Q\0!5Y&!UU`!>+@ M`W3@`4LC-4]@GPT/A!H_`#?`!C+@`K!J"%10!%B#`S@0`'?0`<1^!R;P`+&A M`(X(Z=A@%8.4CDJ009?V`884%%)``,,\`8@$``<(/H:03-5 M6@<=H`,JJ`-)$`5=H`..F@`DP`9G``=_<+E``/Y%@0.]_`>*'@E(O@AXH-B, ML/_<-D':P5``,8`&20`$T?.--C`/5@`(`W`+:W)O-RD$83L8;"H`0"1-92@E M-!0$#Q,Q4TP<"7^AHJ.A1',-&6=,6@1!?S8Q*4<1H1!GKJ$=)'0&!!51."$K M!".C$Q9.K0IE5GPZ?Q7/'7,/-@1<=R`9:"E>*2!_!V\8?S%R!PV9-DDC6VD< M=#(A/'TZ,$D+?TH$+T)5''\,P/G3X0@`$@2"A1L$2@!H5:.&R"0A\,S'EQC2@\NG*$"'0J40,`9+(RW!79\55%& M%`<0P,,?&I2`71L;$#!!*"]8F4\%_/PQP1D=\-&C!42$0@$,0.4P1Y"A@)#$ MCQI$X(,/0*2A@0-9:$!I'!80U<&:)B#`T`^AZ,`7`Q=D\4<$.!!0`$M0C!+4 M'QYLZ.NOP`;K*Q%AW*<"`28D<$8*`9SX!`%K_`'"&3^\:$)6!'00A`(BQ-'$ M"?UM@84/(!!`P5$O_.&`#@$0%,$=.GA4P1D&-*`#*"RD\8!!P1LCJ$!#'G_04&H1*OS0 M!(QKX/#$"18`,4012;R00`N^X9"'%01`0<4)+5RS`79P\-!%"QDL1"D,!"11 M!YY*F&'&BR(LK0$!#N11AA\FY%'T2$B3]X`?,NRK&`$6&+`#"$4D$`4)3X1Y M@4C"QBWWW'2/$H0.$^1QAW0$T/`'0AI@0``?3)R!PP)OG/'$BPI-(3@-1Z1` M$Q0+B+!!T#@_P)&L1*VQ3!]T7.G2&0^X`=`:<<0QKWVA3-"0&`3H`(4`%B>! M@!U_>"1+*`1D<`=A9;&B@8XT&$$`E&>(D`$!*Q1`@`I<'#'_A!9GO%%"N66, M0``)7L!QA@`3Z.@6=@3X<<::K1,P0RA>,'0&"'DH0!)#&M"0A/H&0)"$D@K( MP$(H#RC#&<[G&C(0`%*DN`,..,<'+(7"#$=@2!Q>L+T]$"`!:X@@!*)5MPYZ M\(-+&<$>5`!`&I#,!G1(`0F4\P0O&$`$(V`!&2K``1`(X`Y!",(.1+"`!/B@ M#XP:@`]28`$5W&D%6.`,400#!2YT`#A_^,``0J`$G_RA`%@(`2Y$08$+1``" M$EA?$`X0@@98\15:L,*=S+`M'I0@!3AI0`5,$`(;"*$$$;!!#Q:@`B^$8@`1 M:,`07."!!3A@`@.P@A4J4($&7&``_P6051,J`(!HK:$$!Z@6R"!4D3\@(0IF M*($$IA`M!=0``!4H0`,0P`1<]("1$/K#G40AA1T\X0*57$,3A`*!/_3H"V;X M@WT28(`9R"\+,YC`C/ZPA0'(SRB"`:$TIRDL%%"A1W\`F!'H$X`EY`%DH5@# MR.@S$BKLS5< MZ=&2FO2D)>W"`PQ@!KB1`@D8F*514+``!&PT"`)P`-Q46HF$,R`!33)89CGI\(^O:W?[`#`[B`J`U` MR(`],("G_M`F*R!AM$_X@@@XP($BR'04N^U,"@-`H:"1A M5TH1*D%9!]SVNC>;*AWM'%([A=_\P0HJ&H#B_H"#,RC`>5K@``'_`$N*`0#A M!^XDPIHJ(`K7->`/#YA#>2OPABTFA547(N=[-\QA"4U!`5%800SF`!S[XOR`Q&`T`0:S#84`!`=!>107BV\X5S4 M3&>'E\SDHAR`8'^@@QLT8V(5">$,VIU:#1;0B@0DP,)CF(.#0D&#VSS@#0_^ MP[,@4(<[8,!O>6A!>YI,YSH?%`)O0$(0_`'8'?%`!%4PPL8@(X(S0&`%9^#` M!/(DBA[XP0([P$*IRD"#'#RW.[,B0`,"D(<>O*$`%]"!=NU,ZE)+$P!IL$`9 M2&`!3,%!#'&(P052D(12:<$-,C#"$Y)P_X818/@/"/`#2-S@-P/LH04:``(H M$D`&-W`!FTJHPA&(T(6-FOK:V!96%*@0A2G<)P@CY8P+&("+->R*`4-8VBBF M8(`.]OXSG?=HJGO?OO[HDK^M\`'3O""&_S@"$^XPA?. M\(8O=``.<`!)_Y``!V`@71=R``X\0HH7<$!)/T%#"2S@!P[0EB@3@,,%NE"% M%EPH`3O00!^`@P$-'$$)?[B`"([PIU$$X7Y* M!(&:-&.&!=!@['_(@A8<$`(@?.$#54`V+&`%(,`!6&$%.!`&&^`"38`#25!> M3_!ZH0`%;4`#9Z051-`!';`!/4`"D)$#BN>!V"$'*H`H2X`&/(`#;J#_+5,@ M`6Y0!!G@;5TW$Z(``BH23CQ0!&-@3G]@`JD6`RYE-TE`#L'4`W[R!WI0(0!P M!@Q69Y-'%,JW?O=!!FVA)T9P!B=R!T\`'Q&@/@KP!BW`!&F@-.G@`0D`!T`0 M`G&@`2E``;#S`D>@`@J@/G^`!1((#;TS"KW``1!`-G]0!"HB`2*P!2S@,!:0 M!!R0(%;P!7!0`+Y!!#P`!W0@`3J06B,!!03`0R$P/#>X!CYV!HGQ!WAP!`RF M`@3025$$`F)@;5)(<&9``U`0!V>P!#LP`J"Q`T@`!`YD`2%0 M!TG`8&U"`0YP!A4R!Z]5!\[`!W-@$!Z`!+!#_UL+<(?.CH!46 M<#(`00(:8"5-F`!T4$2EP`>U5Q]$4"I$@8E$@&0V2`I$%`H'4`2I]!);,Q+# MT(1!=AV^1`(G5Y$'QP%88D'_HQ4+\`-P`&46`!`2YAZ@^"+=00..E01Q<`(! M@!E)8`4,T(K0H"0.-?\*AK%%$A`#2-"-+&`$)(`#"M`"9)`N)@=\?Z``1Q`& M+S$!4=`$7&`*1A``*3`!5A<*Q^%\>T$*.$`+04`&/1<`."`'5G<"T<(2!M`# M#M`GD#(#*J,`'M`K`L=>4C@$;4`.$``'?[(\;>@\$&`%)/``3T4#Q$$``%`G M;',&S+DD@E<&;.`;(@`[RA@&<````D`"")!/-0`"-)`%!H`!9T!;"2`'<%`$ MYQ,!^@6.-%`''6`[6@`''X`"/L8'JC`$DU(&?,`YHX`&^U`&H9`%$20!!3`" M%9`!16!O7-:$:.!C')!70&0%8F`%`<`*@`GU@%G^P`ER0`3V" M&0T``2D``T3``0?`!&YP@Z/`)`20!@<@"@:``T*P`[WT`BL0`@+P(X9"`T\P M9A_@!&705%<4!BE`D3XW`D\0`:!0`!&0`0A0AS+`E<^1`9P3`!CP!$8J"@B` M!2606BX0``7P!.V2`T_0J(T*=$=Q3H[WA$?!FR7Z$T&X(790I#\1!'Q0!;NT M(9EJ4E'87NAUJ0A%`0(`>73``%90:Y"'JA.EIK(*40IP``A4JQU5`Z&HJ[ZZ M8?PV%+CSJ\1:<%E7K,C*<&J0K,RJ;\/:K-#Z7@$7_ZW4VF&66JVE1JO8NJW< MVEN?V:W@&JY%58_BVE&]6J[+AZXGE791I*[N^J[P6J[Q$Z_T6J\)%:Q'@:_V M&JT4,%+`$@!C!1=P`(TT':AT`0B$`(>P`-ST(1& MX0,9(`=ED`8R``.2>A0I!JE_<`/V(P0E:U!=<*WJJB81!!%)D`2N2!0YZ'(1 M,@01(@")H7-^A"%><`1B"0>CBI4ZHD11<`9[8`)+0`04BWY+0`!P<#8_EA0* MX``<)XI'\`9?612GNJ]T(_\!9C$OT5("-ONLH@`:/V,!4AH*(T6XH>!N')1! M68`','`$[U0'&Y4'>%`'X.0#,>`%>D`*:#`&)-5N:/"9Y\):H4`H3-`%0;`& M/_L3:[`$@@,9?X"/P10`/C!Y7;!/:(`"K!--%D`>Z:`">!`%77"\?U`'*$`' MN),'NPM.G-$8:$`%9'`&`""*5+"\V80"`6!-^R(&$K"P?#LW>0`A"/`&F\2] M3J`%)2"@?W`""*$"'M`'-(!$UZL`%=`!86")H3`&#I`"(]`KIR)_[JD%)G`# MM-*466!#&4"%?Y`&Q%``%8`8K\`%*I`"2*``"P`"$M`!<3!Q:$"`(/`G+Y2) M.Y#_!6+`OY77:4D`#FB@!0;:1%HJ2RH@#XDA`#Q;`A1`3RX[`-?``WP@`BW` M`E$0`30@!@O``%@P`FP0`A00`21@O$V0`F'@!V_0`V"P`\4!`O-+`BJD`0RP M`V<0`Q%`K@UW?D.E!T]P!GF%`46``'&@`PE9#KX@!>7B!D=``E*P!$<@`#+1 M>(4HB"H29!`P"7+P+2`0!@[P!AP0`F<`B#K0!E,@8`4P-`1@`P\0`W&A`QHP M!6U``$"@/97U!W=`!(?@/$5S*$5S`")PM$11?7FP`6YPIP80(BMP`Q/#95H` M`'O@!5UXI:)@`20`Q%4``%\P0!G``AW`!C9@/@UPQ2N0_UO'<@)!(`,28`=5 MX`GDFS((0HC4"HE"&$$<#`AH!M]N`>UT@(^_%HE^`)+^"-:D045(`>A$'M= M9(Y_``2TT+\Z<"=KL!K/00"AJA1((P`8P%MX2`>K%F4W$`4J\`9?U9TTX@=8 M(`*]%`"14!XEZ`=N$`SGHP37^Y$'<`:YTHXG\P8DX),+H&!]10!7J@%Z:LYU M8P5O,'E!AFD@X`9GQ)_10@3%<#(0(`-8L`80D`71X@)H@-(D(`<2S1*R,M.S M$B\GX!-9,`>T(!Z4(Y$ST"1/^?\'`/`&4%``1_8'1["2FR&1[J$#:```;\L4 M&22=5TD6,P`'O!%->Y"X-)*X=."3G4$`\@A``@80'QE[Z5(K?4C8I4``2UV* MF4=YTTI4"*`#GPMA;P`.`2`&\"$*M?(#.5!$9N#5EO(C'F"S8G`$44`$;@#0 MP*$%,5`'MK!+"A`&3T4>COP"R8`E6F$`A.)M\S(69W!^,>!\94L"8U`'&E`& M=T`636AA1`$AA`($":FZ/F8%R*C,*D8!1"!^.)"X/J`#NO$!0``'64`!+:`$ M($`!@5<`'YD.^1#/$,`%,"(%RJ'4DM$$;&,`&9`.RR` M!@?`!\W+0`E!@`$O5`C7``B1`E450!*6B`2HP`6G`!R`@_P7GJP,C<"YM M0`+)`00PE$\C^\9_T($D$`,/```:X+!'T0"TV@1;!Q`4H`*''`HF,`(B8+6B M$`)DP`7_$PI",`)$T'070`1BT+T=D(AW4N]80`$&0`0T0`1:D"Y00`1BD+U1(+Y_T+N)KV]7__5B/_9D7_9F?_9HG_9J M/XM'O_9?K[2CL.%N[_5K._=GSTYVG__W>K_W?-_W%T4'^^3W!D=.52_X%I57 MP(+X&X+IZV04BA^9+Y]-AA]1:)`_A_8$5E`"KCP89'"*%V(`0)!FOS+023`! MZ1<$*0`!Y_H`CS`2#0`$;E``(%\#:PP$=RH*)H`#$3OO*<$$>U,#+0`'';"P M$+`'-,`7%R"7*J`"'4#NDP]"-4`"D8,62G#4I$`!*Y`$[[PA%-`!UX4AMJ`C M(!`%A4`E/N?@C1<*72@&.B(`=1`!W;T8J@<%#Z&;HE`!UGX_37`#0``(-#0$ M$G]_"&]M?(4R9T>-(EU_/CZ&EI>8F9J;G)V>GZ"AHJ.DI::GJ)\*(9)''7]= M&)DH)"VIHUW_DJ%=*BT\%)8)!"H!AC\1;P0]F$I,4UU)7+1S?P4$$89A!`0H MF!$5?P\$#FA"=@I51(8C,@7%?Q[=?W,<[[?W^/GZ^_S]_I73@SD$]J18LV;2F0R6>EC`0L``ISD1\!0X$R%-F!S5XD@@\`!3G3N3 MJA2PQ.1-S2XQSKPAP^"2AS=E_ZE=R[:MV[>7:``UY"6.DP8$,`0A8>$/A",5 M0"19P25#D",@?*0I`:&,'!0C")"0`*>*@@X$*M2)`0*"#@(3"!31_R)@AHP3 MGZ8R@%!'!FHU-'L[P,*2!P!L/?Z+LJ="#VR8O!!+\60/!=P4\ M=SY<&(0!F"$)(-"\7>,"KO?OX,-CDJ'.4`@"8@;)\4!BA)XR;33@T)'AC9`_ M3"HT-X37`8`S,/R!V0.A6='#&3HD6,0:Z)V2@`YDF!$<`61\0-(1`R@!VA@+ M1!`!<+"HT(!(HLCVAQM/&(("`3O@\<<&7\"@83UKT#&&(1.,4`P" MM,3Q!QHT<)``$D)H0<`+:/"4A[DA<$`%'5KD`*B`,<"`53:V4)&`"C30:O'% M&+NU1A$:+&'(86\L4`0",+BAPQA3R0#"&0_T\48$58!00Q)PS*!%%2@`<(T! M1^`P!1$$@'`'#@3_R-!"&0-()AL")!CQB0"'ML"&D%40.3W``0@E<+/!' M`!)P082NEIP0!FJ,,KH`!RQP8<$%`2S000IQ_G&'`QV48*$A+I0@>^#LM^^^ M6Z'M]OX^:O"#(`RA"$=(PA*:$0H3*$*5\C"%KKPA3", 2H0QG2,,:VO"&LW(5#MT7"``[ ` end GRAPHIC 29 m62094tom6209417.gif GRAPHIC begin 644 m62094tom6209417.gif M1TE&.#EAG0&K`>8``(N)B9:4D[6SLLC'Q[V[NL'`P*6CHIV:F:VJJO+Q\9"- MB^[M[$Q*2N/BX?;V]65B8=73T7UZ>:FFI75SG0T+"]_>W;"NK='0 MT.KIZ#8R,;BUM!@5%6AE9"8B(H."@M#.S=;5U,"^O!42$L3"P=S:V>SKZAT: M&CDU-#`M+*.@GX!]?$A%1-C7U>CFY=[=W-;3TN;DY-K9V.SLZ\O)R,/`OD$] M/(6"@;JXMR@E)8.`?N'@W]W$@BLH)P@&!PH("!H7%P<%!A(/$$E'2!L7 M%_GX^/O[^_KZ^?CX]_W]_?3S\H2#A"DG)VEG9UI75SHX./___R'Y!``````` M+`````"=`:L!``?_@'^"@X2%AH>(B8J+C(V.CY"1DI.4E9:7F)F:FYR=GI^@ MH:*CI*6FIZBIJJNLK:ZOL+&RL[2UMK>XN;J[O+V^O\#!PL/$Q<;'K`%W@D^W M#5+0"`NE11#(@BD8#V52N3P>X![6UXT,,N2##V]&5WLA-K02*@H24V,/I%4Y M"H<)P1IJII`0XR<7EQ)8))3!M MN-'VCX,6#P)$2)(!UH!*;X>^")(P(L`*-"^D%!(0IL/A8)L8#"A[8"O#86@ M1?!'[U/!^0N:@P)@87"&QQ\^-\QXP`+SUX,;2<`PB!EC4"%('5>T$4`()4SQP@U3 MA.#&"H)$P(,`-[0QPA0E7$&&`&XP$(8^(#A!@4H(<@9R3QPO\5./P1!`4O9.`&!DF0@`4. M$21Q8`@3"%+$&0*,@0,`%D``!P8$H2<'CXAP'I"6(`'.-<$4$# M;A000(I#GNK;'",L$(=Y!<`QP!\TP'=J>NM1(,@"%K`Q"`D6^$/`'#66<*\$ M^O(2Q0T+P+&1(!+`8=__'TC$`0*"0.TM<4;("]0`E8B$/` M15:(D%T;C!'200EQD"$(`7",`5,(%_QA@7E_=.!"#8,$^<("/+@AVA\41#!: M'!2V`!W4'1"B0PE-$C+&I(+8^T<>%WE0[1]6Q+&3('.T6XB0&EA0K0TX=/-' M#W\`,,;.<'RQ:,U`J*"!(1#P,`0.5[0H0GOB-O=&6V+L+71Z9'#A@`%N_,2$ M/Q[`08`@6LR`JQ1G"U(O'%F_\($#NE6@P]B,Y)$$'#.8*HC9N88E"`#-P6'Q MM\U^44$)6KP]2!INY_#N"@[<8!X$;@S@`!2%6'"#`AB,D=(?!YCA!M)_B-"0 M_P,&(E`"`DR<`$P`73(`PB`2L.%&%7]H\4`)-MR10QE*G#U%CU4HF6]8D)00 M5$L$9K""[48@,T&(X0R%^$``X%`$BO7A#2!8P`.")@*B_>$&B1-$D&X0A_,- M"VHY4,(4DH.&$,RA#)D2!`6V=[L`W(!Z@X`#V/Y@,0_0Z@^X4P\+;/>'MAU" M2`:8`8SB5H$U>`!I`!#8'ZJ@@@(LBA^",,+@(O@Z!ACJ#QK(`1)X8H77N4$$ M!U#0J4J%`WJU`0,CP(`@,%`!,/P!"E.0`ZXX\`8.4(!>.7@`%F+P@N`(H@)$ M+(P5LC#%1/Z!8&Z8PNU&8((9C`,&5CA'"73@!@F\H/]9!9A"`.(00T&48!!" M&@0$(3"''%``#..P``]P4('JS4`+4]A>#%00A!)0*`98&,9.H,1P'`#07"`#CP0@0`AM8P_C(`'Z.+! M!QBGA`9"#0Y*$8$`0-`'001@!%08@P+`$#0M>/"%22N!%38`![N%[$9F6(,@ M:B`"]@QBAH-8@AID8`3(Y+`N/*3`%/P%Q-(!E&UN(T0)]O`&$2R#;CP801(N M`H`X""(!(K`B'%Z7Q2T.(@]8T.,92L"7,#I!$$Z`0PC^D`/TM(`.IU)B"]2G M!8%FP'81:`(<-,`#(F"G##S_D,`5DD.J.DR`,E(31%8)(0`>5$"/8GA#?P:1 M!1&T@285&$$,QO"T((PA:R6HPP-(%L&,`"I(8- M1F&SS>""&(0XX$T0*JC`VOY@`O65@`!*4(.`$B"&;BS!!G8`P!=I`(((&AF#%MD9`1ZT`(QY"`% MV'G`V;[0DE/^P0@L2(Y81XR(`^`6"7L0D`\B8`<*KR`.0X+! M&Q9@@PYTDH=*^,.BD;`&,>#!!B*PY""&T*PJ3*@S==("'()F@0V`<004B-8= MW0#?,8#!!R%CW!%&4(`FV0$'VV/`=8?0S2F.00FZX6'7Z/_0X3\(H0U0JU8" M1J!CH-Z@#QK(-ABN4(<20,`!6E`!&A)@AM1='T#FD@BW/$ M0$,1\!0/5J)1$$#%PR,`$0X"L`.JZM`"'8P@M$$#-JC,'U:`A=>9808U*$)!-:`#Y6$C#EC`M2"\(,D_ M-*!#=""`&V35`3M:P0WTV`%6>$'09B6`!W!@@1#4D(8_3`$Z(8"#<$5U\`@< MP`V]^<,#A@0"VAVS&R1(NQA$]0?_-<"!`FK(P0\(@0/)_:$$;D""O07Q`Q5< M``EN&$/?5>!>0:2A9R9XY!C@L%,WS&$.;M@"#4SO@C'\!`5M\-D?%.`&09R@ M#6X(/0K@\$4%T&X.;U`")\>`A1F,8/&$@,'L6+!)!_!@#H;JP0SB<(,9W.`& M<_@`!,8P!^M]8'`18($=__!\Q@G""G-0@2"(?GHN(`@+@)(.@!,?T M`?"P`BPP_RE+T`*G=WI),`)8Y&P/X":#L`9I$'IT,`%G\!-2(`9SH`;F03HC M,(7RI@L_0`#W50=$L`4R\`4#(""#$`408`(U0!$KP`4VL`!CV"+PH(84X1$I M0!$4L1,]((>R)@@3,0@QT`-TT`/@\P?YXX8444K9,8B"8`)R*(=(4P!]@?^0!BF&`-5X``. M4`,I``]18`AWT'F3X``$`(J(<`<$<(=WPPA,<$)2@8N#``^14`,V50A+8(B` M:`A+`(P-DP+[]0^(W@&([B./^.Y%B.YGB. MZ)B.ZKB.[-B.[OB.\!B/\CB/]%B/]GB/^)B/^KB/_-B/_OB/`!F0`CF0!%F0 M!GF0")F0"KF0#-F0#OF0$!F1$CF1%%F1%GF1&)F1&KF1'-F1'OF1(!F2(CF2 M)%F2)GF2*)F2*KF2+-F2+OF2,!F3,CF3-%F3-GF3.)F3.KF3/-F3/OF30!F4 M0CF41%F41GF42)F42KF43-F43OF44!F54CF55%F55GF56)F56KF57-F57OF5 M8!F68CF69%F69GF6:)F6:KF6;-F6;OF6)F7>KF7?-F7 M?OF7@!F8@CF8A%F8AGF8B)F8BKF8C-G_F([YF)`9F9(YF919F99YF9B9F9JY MF9S9F9[YF:`9FJ(YFJ19FJ9YFJB9FJJYFJS9FJ[YFK`9F[(YF[19F[89F?>" M"55`C([P4XC`8X>@I'\9P5SE@1ML7MP MT!O=`@"^TP1*0%<3!`=EL`0CP"AH$'A&8`.!EP0E&@%8(`9.0`0J``?\0`5] M1V%,,`:N!J>>0P,[,`9R<@5P4`%T<`!PD`/6$`(Y$`-9(`9ND`(^\'E&D`(" M<`;A(BUNH#N"\`!G$`0I\``=,PA!P`=P$%@>T`9G,`2#4`-CT`5SMCN^HP9( MHP0N<#MP@#!_D`5L8`9BEA6^$U:#X`6T(U@^`*9QD!1EX`;+FEZ^$_\#!3`& MC0('*[-1?U`!FTH')T`!38(&AA<`+:1/1FEI86HZS<(`;^`[HE$!X^`[YJ$% M56`F8L-8`N`[),`8.,`94B4S#M!0_C8("_`&;8!#(78#]',$<'`#A$$$-Y`I M=5HT3V`&0>-[M>0`+``'0V(]8[0`&!LW9R($.K`%ZH=FI#>)03!])U`'-@!+ MA`"G:A!`)2`V@B!5+B"<2>0[95`'$L"L+_"M1%Y,`2%7_,0W$N(1@!9KG:$(,`J2((!^HC"`B``PV5 M3'0F`F<'!V\0`ASU_[2^`P<_<@A4V[Q8"T86``7'1`-QX`32JR6S)[9)T[V# MD*?'Y,)""D*=0F+VG(K__ M)J1#6<4UDJ_;0P%:[#NE0[@WE;(D8`:F^%..^P=2);4G``UXV(?01*Y7(`#TU'*]?0')Y!,6@>V3^L"&E#*8G"- M6QR$$9`"L&R*+A`$"+##MRP(3.`[/F:VW@L'.'!N^%)!;^LG=P`&)2`:-<"+ M/;,!U+/\+4!U>*X^-<&US4(AZL[@0?,J0('&03' M?:,>1S!4$Q"YBW(#%;2PPU(Q!/`%(C-4?T`&:K``)I`$N3E!'UNZ.#0";1"$ MCY2K02`#0]LD')`UC^0&)9`I!>#"#V!ZX(HP$"#_@AX`C,O;G#F0;5J,`[$( M!E@0BR>=-SW#I2R]Q%:]Z0'AN7KP!1``?K4`Z9[`Q0PNU8V"%!P`U@0``I` M0D_]![@!G,,K*M=9`A<0`Z;[!DV`!WW7!@+PMFEP!&J`6S(0!VD7W&J0'B)S M-M*;=@Z@!F-``23@`D8@:U70=Y=J>"Q@!RMP1BH\M"I@`APP!M38![32`X-7 M`M#QMMI\-7]0TG`0!\$=!SQ0`VO@.QC0`!(R!0N0`>:A`X=;`E#0`*SM6U,D M,IO$<2+8!FR@`FZ0!`N0_\4N4'P6+X0]0KAI680!5P!8JK``O@!H'X$E6LHN001HX!(%0`,QA`=K`*BWJ8]WP`97 MT.6[;H]V0`(E&NS&?NS(GI4:,`([,`$*]0=0ZB>#0`"Q*`@R,(4<`!UY`$>V M$_\%)S"%(Q`&F>8E'!!'`#`X>7`%4Z@%"&`"<#0!<#0"',`7/S"%.@!'Z@[N M)K`%X,X!&*``0]X7X#Z%9:T!Y3X"5P!'1,"E@D`%M@%-\HY#91!'.+0`2HWP M32````#N5R`!X%YME+D`]9P#(Y8!+."J#I`#$\-?N@L'DD1P8\`9/9`&+&`& M$=`JX9(!-Z`"99#K8-`#=2!5F:90.S_!DT@"&%0)_Y;>ZSL M!OZ"`#7[M2%DSNGAY]3 M`(Z5`,`/`#S&^H(@@CL:,O_[;UUB)C=P$:`,Z2YP#`E_U6HK5G`@]H4T#';`>>/OSXP!!P0Q$!'AAZ!)H3*5 M2&*!!9PDLC)JW,BQH\>/(#D&R>&FC`4DE"@T@>(&#HI"49!)L%B"D;(YS`PE MN`'-T()G!ZK!46`HVQ\B<%@\F&(H7!LM,\S]031B@(,K+=V,B,$3(JA,211TB.0GI-^_@`,+'KPQDYL/7Z2I M.=,&SHY"/ZX)&`-'Q%$X,[:$VA:M4$(U"S10;E*HBM$_\^`(:"KH`(<4-0), MA=-V#_^&3-.P>)_$^^,NBA@V(.'#.-"BD9L`?!_'&E/4@252F,U4: MT2;,O;OW[^!C;8$SA@JE"#L:)#"0/,4?--?^0('#H]"\"(9B"/G#'GLA)7"$ M4<@<X%=(%;76PYL8)]AS`QVPSS`:'#+DQ\$<9Z82%A1`RM/1!(3N$ M80\,;K@A02$5.%=)$CC](<08-W!A"!3+9;*)=AA]881EX04IY)!$AL3!#`L8 M8D`;&]CQ!P&"@"$``TFL8`@'%A2RQ0QC[*!`!B4H44@+<%`@@!)N),',$6Z\ MH8`';N3T9!RD&9*))`HHL,<&3HA`WFHXP,&&%X:<8,%`"JC_T08`"_3RAI@1 M%-/!"6U(!T;PL*T1*-F@`@,J MX/?'`QZ8(0&P+QEJ!`@1G`&&&384:H(A,HAQ!;PQ_`$#OR!X<`(`/%"`7P%N MQ*?KR"27;/+)*/^!1`6)I>SRRS#'+',L&*PV\\TXYZSSSCSW[///0`PD;=S"EB`!5A$6,#`!A9@44? M<)0>!AP;T**W`6ZP0A]F8`)EP`$';JA5]1;(P(PD@`$OB(`;2F"#?;C!#-TR MQ/A"H0S91/]"-N@8`'4F1(G&40(%:BB5&WBP@`#`@0CXF]T;W"`#R!&`.@=C MPQ.4,0,O/*&!0`RB*Z"`@PS$809D0,,#6M*"E,!A#QQ4WP?SX"<1PF$"=ZG= M'R*PCS&LH`"7<"$1.,"//R1E`394`_]HL)^;R$F(<(QC*"[@A@HPX2H.:`(" M5E"",5"B`6Y@@3GHD`$;T(`;B0,A'*RX-4,(I#-T8($`_!#`6Z0.#EL@DV5: MT@'(#:`7(7"``@3@1CF:\I1_D$(Q%`&'$[P`"P0`B M(B109@86L($R2J!`5)JS@7500@N0`(41U(`&(QC!!++RG"QP()X`J$$A","! M(Y0AGPNX)PW6,((N4`(#\4SH"#KP'`6,0`^OFRK MCO&K8%'&R<$:EF21.()/=&"`94H@I:5P_P`2`-"$N!WVLAJ)A)<`)H84%<,- M#R"**.Q@@`\H`@?2PZQJ8;&$N`C"#5CHT@4(,(669"$4-*`.'-3(@X:M]K>J M8(((+**)".@`!BX(`24`((>"U&$%(FB)$6*0@)<`][JG0$`)XL".16!B!E@H M11&L4@S18?>\I7@5"P)@@!BT1`ETR0$11.$$#("@)6T(PZH0TGSG$H!,$/"*C`!:FD#`\. M\($X``\<`-#"\$$>6F@#&T0$Y%H0`4J;`%@'@BW!Q`@@\X5 MVZ3:M#4HR,2"-H``!FB````\,`<68.@Y:W!#!@-CARPPH0="0,`4/-#_M&B/ M80S/\'0)W'#F4Q>ZP-8I M2(VG,0/.,82@7,1J`0EZ<8,FV!T$T\'L,]+4,(<;Y&`/A?O+'=A0`C'8.@`6X`G@-\_YSGMZ#^4R@@!D(``=D"``D,:T MXOU&!3ATP0<3@`,"_J+*"C`@X@[80&/E.K[0Q*0E02EZD(0;[.?Z-.4K^C(PA``G`0P+0""*,`(@0P:N\`18D"7L M%PHE@`/8<@HQH`)OH%CXEW\S,`)C@`4%Y`)(0!T9\`5P<`5>8@,60`>N($%7 MM8"@<':0QCA]Y'05.%.4)@&1ISHZ=PF()`L84#I_H(*4(`%M$'FDT`=C8`3! M$X/YMS@!``*%$`3ND8.O@`-JP`,P4`@^2`DYX`)6$@HQ``!QX`8DX%M(*(.+ M8P!@)@$>0!0YB`?`IO\*Q'!55I@#7V,(,)`#.2`!4F`#!"`!="`##.`!`0"' M8SA3[)`&=E,:?@('6K``2*`;?[`";G!^JU`%'$`)34,**"`"+G`#>\`"+A!G M@WA3$#"*]*0%'6""*0`!A_@%92$+EW@**6""H3A8KSB+>$4')Y>+NKB+N>@' M?L"+P!B,PCB,Q%B,QGB,R)B,PK@%`Z",Q-B,SAB-TCB-QA@N/04#@Y>-VKB- MW-B-WOB-X!B.XCB.Y%B.YDB.6(`%YQB.ZNB-8\`"T>2-;C`#05W,@E@Y>/-%D&/WRB0VW@#0FB+0=0#";!OH=`%%<,$'&#_ M#UZ@3RN`!'?0@`%]``Q.0(*9P!SLP;9XSBBQ) M"70PBI3#DRN%:X4@!ZF@`X(0`'3P`,^P!X<8"HT(!Z+FEB?5:=IT0`UI"G5)!$9@ M4`8P!;'7!E.0>`D1!R:P(&Y`@7_P!!.@4JX]EH=<)NE M4)=@606=%@`?D"([60A@*0@L\`.&P"IN\#MP@`4$T%KD46]PP)G%&4>X)I<[ M0I>"0`1@J1U`I@&'ABR99A%$<0<6T0=K.0A_$%8_69YP="A^!`." MT'"BH`0SL!9@N03M.0*:\`?P"0>!60CT&2#4H085HP'D,5]_`"!](!1VPQX! M*J!!%"@L\`=V0"!C(`6E(0H06@:75`)4H%O:P103BIV4<*$7(!1J(*&P60AC MP0=,T!*CD[$$H!$GHH;\2C?Y``^`,'5-`!C7$#:B0&3O"F<,`),%(=.I7Y4%6?$%,`@!,,BLU%JMUGJM MV)JMVHHK#H`!:O8&C\$=W6I0H:`!-*`%+^D$%Z!/V^HW":!;Q?!:5R"+@C$` MO=2"V"`(B%H(D90.8-JN8*-[BB@!*W``5M$&YF8'""$!4A$#`_"P+#D$5(`" MTUG_"";`KB8P`)!FKT`6"B\@"&-@-02P>X7Y![(*L$AS*#?P=(+P""E02X)0 M8N`@G"40`/:P!#Q0<5@P=F2C]13B@[&$4@"%I0 M"`M`!F2`!(?8"_31$HBZ#P<4"=)F!TT;<[-WG"!P2&J&'?:Z2![+8Q7@`&B@ M>6ZP&@DG"$G0``N@>3P&10M`##Q&;/KI:82@ESSV!KP&/?8P)NX'9+%):36PP6D`:",``00"#F,D$RFG0#P`$M\0(I MT!(X0`-OHR&T``L%Z@+VT`,W``+#E;WVJ@:W6A1)P1,*0$8',@'Q^ZU(8`2!%:>-H6;'BZ>@\+%G($P/H`)N@`0+]P,3JF9] M\`5C`22*<`).8`2ZQF,64`*-$?\W*=R(;?!U28$"8<4`#US#@8&YE?8#L%(9 M]XL2>CD&*5"[+`('98`W%?`.PJ0AK((,#?`,?@"2#%P"67*X*N"Y9S4-)W`1 M?9`"Z>,!*2"LN*$(`.`)+,`##7`%<$"W<#,@<``%JH0#X8:](!960$+'@^%- M@D`L'"<)"4!@+&`!E&$!#K`/UQ`)#]"?:M`"R($?'XL,2`$'.G`$'(<$]IH# MHO"Q/_IWI;-P2/`V+\"&+9$!"V`5V:`(`^!"(:`!/8`Q5X>_4(S6R=22+,A6`\H60&'*`;(Q!!B0!%AP!B.0`VQ``YI3*Q[PHP-@!"ZP M&'P@E)68`0_P!D:0`V`F/%?``#DP`@!@@%3``_?VTB,C+:]0![=IC:W0`$*0 M'3Y@`G80!3$@BWF@HXG-!%6`DYR@!#=``E3W#%&3!Y)8"'B0>'YM4Z:L9@\P MQZ$M5&7@)PQ@*:>=5"C9VK`=V[(]V[1=V[9]V[C]'<]E?;GM_U-D7K`!#P`<,$`)3D`)0P`,<4`%6@`)]`-K8C30%``)! M``(X8`-A50;:A`%DD`/(L`_R60AP8`0CH,&G!FI`+A-B\S(&Z%(VL=7CE-]PP`@!@9BD%$\K@P[4`UE00O3 M;>1/PE<98%!N0+I,GC1X,V-MH`"L`!77`) M/1``\A($1*[GFK[IG"Y'6/QUH![JHC[JI%[JIG[JJ)[JJK[JI.YUH=[&)7`# MH,X"O03KHJX")4#K-\`"+!`'<<#KVX5P:A!;M78#ZE@":L`"NXX%O,X".*`% M(4`,-\`!:9`$'_"S8*!K,]#K$_19.;"Z;<`Z9>(5.)!0#Y`$#]`"%6`&"D4, M]<(&23`%;W`#OYX#VT`O(R`';_`!;,#N\60$-^`T&)`&%;#KROZ.W!)4#[OP M#-_P#O_P$!__\1(_\11?\19_\0XO`!OP\!%00Q`?`30P\0BP3A$O`U-```-` M>@V?`=+\L%>``1+P`0]0!@LO`4A@!>$6!CL@\R00;@8`!64P!2&@!0\0`GP` M```S<&'P`5>0`1X0`DV/`>$V!1\0`AXP!5?P``\P`2WP`%K@`1@P!1P0`0!3 M!EWO`1S0]5;O`0=@!1PP`!B`U%,P``^@`WG>Z7B?]WJ_]WS?]W[_]X`?^((_ M^(1?^(9_^(B?^(J_^(S?^([_^)`?^9(_^91?^99_^9B?^9J_^9S?^9[_^:`? M^J(_^J1?^J9_^JB?^JJ_^JS?^C*)!X1=!1QN/;SM^J(@!%%'"2DP_P'D0P)G M8%Z#$0,C(`:?PM0CH&`BI01Y_@4&D%`*8*JP8`<=<%>DT`,;L%`[P.BW_WP[ M8`-*L`-QP]1S^+Y(P`*$_0.)&X-A2')OV2#L3>?=&,#?R`%E4(E8'\%<%V$+U:S3\;*_?[_``,* M'&A+!@45;U(4DH*EA!M^+VZX@!.`2@471__V-+#"H@0&0E-*Q)'Q9T2)$J10 M\%`XZP:&+:C^^,@!9P:5/RFPK/D#84Z(0C'&['"48@&A,!4J//NCY,8>`W\& M\)A`@<*5RAH45(1;@8+%!L+#APX@3`U2A0``<*(0!B3@`,%&@%*K,EB88X8'!]4I'@`1T`,$,9>Y&#MX5&+-F," MY/E#`(X55I$DP"G_@J(-'`@!?)!*'SJP0`$!;Y`@``51J###)XI%*.&$%!ZV M0!PZ[`"'$481D`0=>!D#Q@M_.###!G_HIT$"([1AA`IL'#!`"2T4444-;S!@ MP$V=\":+;4W8,0$P1` M2`O&,"#"$"8P4,$?`;A114G&$''`!C.<250$,\#Q0!4#P.%.)0ZP0$('4]R` M!`4=$%("&T9@`4(/%GB`!!(.B.!"A916:NFEM'`@Q@@C\`#')Q*XP42(4;BQ MU!QPJ'G%'!(8(C_XW^ M,0,%CE!$R`%AREG&'E"`8-P(QJPPQP18$$L(-0NH`(<.>>Y9B0<5@,`$#R`8 MP5(),#AB0!PE*'"'!TE@JN^^_$;HPQMU$+($'$.M``<-(?[!0WM?S)",!#/P M1MH5?RB`00P)V'"#!TLL@0<#.)A@BPFF_A$#'$LXDL@?8N3+Q0P($V+'`VZD M3$BR&6`AQ!\G&*#"L4[F:R8A#=P0@0)!U&5,!0S\88&W?Y1!"!UP=%!N+#K` M0X0`!PN0%?*&%4L0T$866;@X@PXW;/-("FZT\`<2<-#VI1MJ ML)$!%'L,0'X!$HPQ0:QNUV___8^$P`!)?^1AAHXF,\,$FN`!D46``1Q@``*H M\`$&G(`0*V#`![+PAQXPX`QFL`$!&,!!`L2&`3:3115"``(0T,8&'%"!!WY0 M"+Z8(6:.L$,"D\#!/>V``6E`F!U:D`8P#"4+(C`#(3"0`PY:X`,U:"`0(K@& M!.P!`HY@``]<8(0)$&+_`@RP`@1`4(-(3($32V"`40I1@1N8X0VL\*,Q@#&/I(@AFPP@\"<09RUN`V'S!:-402@4[>CG`'"GCC#RL80QN&804]%8M$94VL8B-4AS$.8`QP^(,& M^('38B5`KA>`0URE,\%\O:U@(D!FPP)M5.`!Q5J`7!V``P8$S`/"=!(YA0`'#]*@!`=0`/\<-&`'(U"":?.`PUA< M2]WJ^@(+&X!`%&8@#X6&(`=NV(,&\A0$VX!!"Z9@P1PH`")'4*D0<\!!`C*@ M`FR<"`DE^(D2L(`$'L#%N@`.L"W$8`$V@,`,1G'`!RQ@@"GLH`$/L,`)Z#"" M,RRA"BVP0`ZX\(@86,`"T?L!#L3@`?,IX0PJR`$%OQ""&;@`"0*.L8PCL0`- M0&!%A7"`!O"0`#O\H<;S\<&H^JI_4$` M-U##FAS`@1E\P`%;0%P%_#J'?$"B!CD(`1YVX&(6`A8+-R!$#L20@QN,FM-D M'H`;/I(*=*Y-`FV(G@O$^X<<\"!I?[B#&F1="":$KQ`>X!\%0E:(`&0.#6+@ M1_[\0PT`"*X0`!A&"-(02!S@%ML(3X(:"G$&\^V@`6%M22S,U"T007T78@(C$`+)2!,`&;@!A',!P"PL8`] MKN*".B-\TWI(-6!#X.,8N$$"21"0!^``A@@<+`5FZ(``QM"!!JB@"1+80QCP M0$,ZU`X"*&##-80`!B&LP`@RP($1J(`#-YPAZ(_0SQ$*,($X[.2X$I5%`-J` M"BWL=.U@V(,88*$?$J3MQ1`(H\(,KG`%$`1!!&.!P3P!8T0(,8`4%VK". MKV\:!6\`@1UPP(D_5($`1XA#>P(5@RJX`'[_S30`@LZ'A"3K#YE+4P,`\!$1 MN.$D<0`"UQS@[,B[80)6L$`;1G`'>O@\%CVX`0-.%^4YY/_``5F`PT?T4X80 M.&2GA0`"$E`'$1!U:"(&1>,&-+`!XF,*'"`!1F`!OH=M12<&DQ(99^`!1M`> M(7`&:_)51)!/4.`'O%$NUYV!`!RD`)"D`P36!]0``6:P!SJ0`R^@$'0@!DH8%RWF!S1@`Y(2 M*SL`*X6`!BPP`UC@!V+R3`F``3=P$F#P?I!@`/E("#MP`Z+Q!TM@`270$$(% M19%`1`E0_P5LD`.2Q`%0,0`A@`7T(Y!622%,D$-7N94QE@-:$#!<&9;5=6UB M699F>99HF99JN99LV99N^99P&9=R.9=T69=V>9=XF9=ZN9=\V9=^^9>`&9B" M.9B$69B&>9B(F9C]8`+`A`!=$`!U5PLD$`#H%B%?8`!5Z0LKH(EV1`L%$``2 M``'S*`L%,&&U\`40,&2%\`4UT&:*>3_BB"\S(`+?P6>0D`#40![^=`N95PM# M,!\]@`6@Z`M,D`-=P`8Q00LDH'AI,%.U,`(J($FR``-SX`([4V_C]IKX$P(D MX0$6H`%U0&^M``5T<36Y<`)"I&;@%`L[T'M/T$6_H``26`66-O\+-C`&.I!N M'J!2K>`$;&$+B2-K@3.7("X`@B#C`` M!8"4A4`&5%``1&`',2`":8B$.X`">+`%'OH'=4`%ME@`#9``M=,!$)`'1.!L M,;"@`7-97P".C=:/X,B@LL(":E``*8`&6="@K4`R&6`4,1`E00".:%`'XV4# M1,`20;`%D$0'6T`%@E0',1`#9*!I;C`&.!!E`.`?H'BC?_0$2W"EK-!8!4`% M=28$<7H'1N8`$,`%A'$'"^"EMEF@O'"@A?``?4`#6,`!#8H`QD(%>3(&:R<` M=<`I:\`(CC`",Z!<`U`#/)`$`[`#;7#_!#$@`$D`!3DP`3T`'RK0>##@=F(@ M!*?5-!P``C3@E0M@;\'G!@=7"#K@`@`06G?`'2XP`$-0`&Z@1[*0!C51)+B& M4@^P!!,Q!B7P!M\P`W,``0E056E@5$X`A0%5""X@"JFG`IW1-&7@!F#@!C7P M`P_A:6_`$R6@`VX`&PX@&B"`!7'`%2Y``6.``AX0!^*B2(#Z"X(Z/C?@02?0 M!DM!")^6)SH0!24P!42`!1[@`>^FJSK0`7"P#AZPAP,#P"L=6VL1@`&H,`=T MH5`2@+*$P#1F9VES8`1($`?W]`(ET'M"5P*PT`!O`!E)D)RX(`!IX`8;H`%U MQ2E-X`#9P3-NL`W8`@%:00@1<"9S`0G_T01C0`-B@`#*U31<,`&T@B*W52(E M(`5T<`1&,`--XV]Q)5T7D`2<,@)(L`1L0+A\VPL#>P!O@)1S0+L+J_\GML$! M"#`#2"D#^)$`//`19705?2!3$H`&Q44(-\&YDE6WH/L'3-,#"BA3(A!8C:"Z MK%L&<=!':J"2M$L+/2!6]^(&NALE^FMOII,#PLLA<4((`W`F%D`79`$!,U(" MT08`;N!!PP8!8`!%%>`U)2``4G`#40!=?\`"5_`!%%`'%X`#=F0"2:"^Z[L+ M`_L'Y\0S6)!Y;2`")U`NMM$",S$#5C`%7O$'F>4!93`&8Y`%6@`"'N0319`# M)8`$"B`/-XC6T0MFW0`@N@!G'P!UXPBFI0F0[@5QZ`'E!@;VSP!PQ0 M`@00!1,Q!UXR!^_K&�`.>Z`@<`!Q)(`S.@!M]J!\K5'A[0!O])"%`P!D1I M#[91`K92`"7PIY```3,0!\[,`D7P!S8`''`@`S4PBC&@'Y2`!3R+'C<@7TZ3 MRXXP)$80!40@@5?Q/']`*YX6=16P<$?0!CNP`B4P!B(`!RV`L8DS`\/0`HEC M!'G0#06)S+I0!0)`_P(^)P,2()V$@`;T(P5*6`.N)"L%]0A5L+=?(#(.@`"0 MM`2$Z`0!8#XG`&-U<`"C8@-8O0(V(P,Z@``@8@,28(U$(`&C1@`!<`#M90`5 M\0=H,-6R0`<-(`4=``625*NQ0@$`,'D`!'T`*:J`16$00'0)F9 M"!5$G=MJT`?@.`)@F-O`_0@)L`=MP`*_'=S(70BPD-S,W=S._=S0'=W2/=W4 M7=W6?=W8G=W:O=W_=W@'=[B/=[D7=[F?=YXN00L$`=J/*$'.4`2 M`=`'&'``!M5(!@`"+5!\$.!Q:48')%`\,)0"+X`#?HW>OE``+Z$AX(B1D``` ML(;V"XP5$B%A#D4.0`-[#_P5+``O!I.B4P`3ZR`COC M`%9;"2;P7]]B`2B23B'`.DN@`BUEYOZ@YH5``DD@!B50*!`@@2E@;BX@KV#` M`V-`%SUP!EIP!FE(`EC`P6T@#N3A M`1QP$PWP3<6R#@9``L/[M_,=BB5@!2.``#Y&&@\P`LL-7P&N3'M;"$^@`B,) M63,@YV@"!R-P!4Q-Z[U@ZX2P!T['`F;1ZU'C%S?]!V!`%TTPS@S0538P`WM( M`:-ZIJ3``"(+`'Z!`6^LJ$<@`4N@`[D:"UUP`]P,`!GFP[BG"=(IJ!1,0_^EM,`-=L(N%'0>,_@@@+"0#05L%-K]@+B$`0;T`:N20!F$/7]^+(]T;E8P%!A+_8PJ+!W MH800X`)#4`$X`.>`L84G@`!R_RPW0`9@X(NB018`'N1-0J=$(5_P`"-'`X9%)@K-Z".!(R+;&0(XV:.G^@ M&*E@KE6P87\.&'$50@V%/0+^P+B1IN>?`&WO7WUUJFCPT:K!"C*94FCPZD##XDP- M`OQ@90,"%*\@SV318/*/#PUY_MBQLL6KX-#7?MD[LRO3CQ<&5$M]0<,5F2I` M&6)L1>?$BX60-[Q(\*>!'@0K7FAP1>#%"QAT_M21\B+`\DPZ-CS!PPJ"\R!_ MPXL?3[Z\^?/T;.!0PSU\@QQ6_!D040.]_?OX\^O?S[\'&S>R_45""_Y4\`1_ M"":HX((,,GC'"E`T*.&$%%9HX8489JCAAAQVZ.&'((8HXH@DEFCBB2BFJ.** :++;HXHLPQBCCC#36:..-..:H!>..>04"`#L_ ` end GRAPHIC 30 m62094tom6209418.gif GRAPHIC begin 644 m62094tom6209418.gif M1TE&.#EAE`&Q`>8``/+Q\9:3DK:SLH2"@IV:F/BXGUZ>=33T9F6E65B8FUJ:5A55%U:6;BVM,'`P$U*2K"N MK>?EXWAU='%M;&!=7%%-3*RJJ55248B%A-_=W*"=G$9#0BXJ*<"]O&AE9(V* MBW='0T#XZ.DA%1-K9V.;EY(!]?-#.S#8R,B8B(L3"PFMH9Z6BH(.` M?J.@GMC7U=;4TC`M++JXMI.0CT`]/.OJZ'@WZNHIMW(B8J+C(V.CY"1DI.4E9:7F)F:FYR=GI^@ MH:*CI*6FIZBIJJNLK:ZOL+&RL[2UMK>XLSM0N94N&UD77!=:N"AF9F`Z-J8+ M.KV3*Q<7/T_0UXUZ"FV#`(AX>']Z`-Z1Y9!W2)5Z-W-2!U]S!;5Z;W((3%(* M#Z8C)`V*1&`;5&/'``E$!A1:D*A8*B>B0@PTQ0BPUBI%28L&%`L3$^/`S`,"$%F!H3.$CA<2B&%$$_8,"P MYB)`T"XUNG!(`$0/(2AL+%I@L^,/CBH3)E2H$>5/#P]K3BAI4X,"!3)E_V@( MNH/BA2`=%,Q@:%&&0Q8/+5CLB!"C@I0."!`H$01`3P,)7Q8+N@&B"X/$%AC2 M0!%"P@D4:$)P'H&`H9,(`Z`P2:!&38``0`JA^<*&22$(`6X@R-!@P(@`"%2$ M_%VCAX`&(0;@"#'B3(8020C12)"F!XH/$1Y8$!,"@B`L-1@PN5$#`8,-0.XL M`L`FA2`)`W[T0!#!P)\8&2J,8*("`9`&WIB```]%"'(&&H+8,48&_MG`0P$, M(HA`&F-`L=L!1PB2@@`(>('``5HW4P@@P0=K%'# M%3((T4<;1."P"@\@()'5(!#,T(<@37PQ@R!L7/$'$-X,P`8+>?Q1`C,/Z!KP M%V#\@0$'?QA``!I'E_4'"S.H/<@4.RB0PUP'6Z0!'4Y^((@90I0I"`1T6#`$ M",MF6H,@-$010@E6<2#`"6;-^X2L?X"A``B"M.$-"1^H(,4=0D0@"`)_'+`$ M@E'`8<8@:BB`"`D]_.'!O'_4@'H>'MBE@.1_F/&&`1`HL,`-`%RPQ(Z8$L(' M_TYP#&+"'":*<$6+["QA09+H'Y%L'\`<&T!-<@E0@9_R%&;(!Q(E'"U!A'G](P1P`";HE*$`!%6!8`-YP@33H"O\`5/`1(7K`/$&X@01! MF`.(@)3%/\B@!Q>HP`7^``$YV$$057*#(#!@O$,@3PM+Z(`@"D*#$_L%[B/A"_;0EB`J43`O!_^H0EA^(,U_I#$,`A@A8,``>7* MX@`^4/0'@\"`0ERX"A-P90TS4*(@3,``"50@!2#8YQ;^8(4(T(`*WJE!!)0P M!\HP(P1Y$P092J`W##!!"!;_L:E=_I"1\`F"9TU@@UTTH``5W.`+(X#<$.ZD MH28.P@M62`$'*?6'*L#A`"<0IDBIP(8-T(B4A$!!%330`HK.D7K]8P"Z9@F$ MW^'2F1-0@*L(00(Y6&$`ZF@>&U!@!;TJDHE0>($"8/K,[QD"9B2(@P(PL,O/ M[#`#W?UA`/\8 MA`PPL$D^"B()/B"B('9PK2*\``GDTH`6?G`#.0R"!YT;A`%P8(`WH,!F(ZT! M/_)`H]H*0@USB$(2!P'-0A2!#0+@P0'(4-8_4(`(@P"#H;-G@3=<2P\0N.X5 M!5(`%@`,DFM(`A$DX($,>*`#`#C`'.1"@">@00I)XP`5Z/_0T`LHX,""F,(8 M#A"!"UC``JLTB]+*H(`5B$$!!0BH5[\0T<@HX8YU*,L-9K"S$<^1KBUH284% M804<8*`#ZI$;$`704$'@0'N$@$`-X%`#RNWH"[H;&AF<:(8!X$$'XD5%$78` MR3](H$3-P^@,9&"`"UAASS]J0!6\H%2`0/E'`Q!P$38P!]M@H`JQLT%``0:! M.OQX$(7;)>G0$`>8#D$(D.L?[YS``@H(1!`\6$(!(2`$*G@C`*[-`1GT(P@9 M%)24#)-`,9*@`#T[U,T.M8@(/D"`'K!!'0<@PLW_4(3*2N8/":C!$^+0@R%8 M80.3R<)W=&7IP0DX(_9Y0J<)@8/_\@FBF5+00QNF)P@N?.$=##!")9`E"0L MH:'4+D`5A/.'+A@``S\(`1M\<&Y^\,`*\S!``&@0`)CKX8*<5L!(&8$%_O[A M!FQ0P$64DP`92$`0*4`8!,`!\D`8D<@)]P`\`,C\P$@P0AL8`5J$`.\J`5)9!$%\`9",`U+D`)N0`3: MQP1SL`4<<`)E\00^L`/>L0(R4`$X>`,0M4\UY"<#\`)AM2)M=/\!3!`'>O<' M+[`N&S!2;D``1,`0"T`'%+`%5U`')&`!+B"&%M<"8_`!$V!%J4!:A1@C`$&\`",2`(1GF46[`"40!+5Q`$99(&%B``A*$@"5!# M@D``&<`%''(!(_`K)N`"(<`!0R52@J"67,``CT`#!/``&Z`K6B```4!)?\`% M!"`%O`,&$V`##A%:"1`$W@``-,`%WK'_!64G!@ER`2@@!9:SF!=@%P@0!$K` M!19P`50"$B\P#3C09&XP`P^@2R^P`2A0'Q"0+11P`<_'`%*``:SBD`-QF[B9 MF[G`D+K9F[[YF\"9"PP3G,19G,9YG,B9G,JYG,S9G,[YG-`9G=(YG=19G=9Y MG=B9G=JYG=S9G=[YG>`9GN(YGN19GN9YGNB9GNJYGNS9GN[YGO`9G_(YG_19 MG_9YG_B9G_JYG_S9G_[YGP`:H`(ZH`1:H`9ZH`B:H`JZH`S:H`[ZH!`:H1(Z MH11:H19ZH1B:H1JZH1S:H1[ZH2`:HB(ZHB1:HB9ZHBB:HBJZHBS:HB[ZHC`: MHS(ZHS1:HS9Z_Z,XFJ,ZNJ,\VJ,^^J-`&J1".J1$6J1&>J1(FJ1*NJ1,VJ1. M^J10&J52.J546J56>J58FJ5:NJ5^J5@&J9B.J9D6J9F>J9HFJ9JNJ9L MVJ9N^J9P&J=R.J=T6J=V>J=XFJ=ZNJ=\VJ=^^J>`&JB".JB$6JB&>JB(FJB* MNJB,VJB.^JB0&JF2.JF46JF6>JF8FJF:NJF^JF@&JJB.JJD6JJF>JJH MFJK-"0$10`%UXP`V$`)9D``#``,J,`*N00`XT`1@D`46``8PH`83X*L;T`8# M<`,PT"3#"0#:!0`W(`8]0()GR0,"$`('L'S)1`,%P`064$$-@``%8/^(4"D` M&F8([O$(:I,#'U``3;(X@Y`'[CI>!>``)/@"!5``;\=V`"((]EH`#C8$XGIX M*X`%.1"OAS`%+G"0+Z`"EM,`4T"0X,=Y!XD)0Q`Q+2H`.T`$&_`H)<`"9\`Y MUM(`O`%.P9%2Y!XA#``MK<'980PWC`")0`'3$`& M;,`&O?8'%D`$1""S?X`$&,`&`#S_<"+/`%+2$(4A`#I+4"%<`&1$`%.S`'`[``(V(%);`#K",('W`# MHS0#&'`40CN-E*('`Q`')P`"!2B!'W0?E+@`&,P`*RK-1VJ`9-G!9;S9L/C M.B/&6F2E``H!!6+D`Y@D".9%53%P25XP"$C`5T\O!@U M"'A`!AY@L7@`!Y?44!W@6FL2!Q'E`"PP!WI``Y>4-PY@266@71N*!_J[!H1@ M`-'A.CGBEE=P25:$_R+7*T<1054Y`%ME:P*79'M_L`;TDWX!!ZLP:7!)D#$,8%_#WMHP!YDT1BY14[ M1I`^3,385"T*P`=#50#7$D$*T);UTRT6<,'*6RX>R:$Y<+T`&40``<,$F;M6 M9`!X<#`=\`RD1@0WL`-L4`,'M@(S$%DR,+LE(`#UVW6=B#8*0`(L``+Y9B8> MD!$(XP`3T$J#@`-?X+(^J0@.D#A4$,Q'.PAFL+QSX"IT@``LH`"@EH+&6_\& MUUM(?V`$^@L#NW1)033'A/`E"N`#%:0W4)!3"J`$,"#.`(4P7'6]R>0ZIH5` M5F`$_76]80P`<7`&[`! ME]0%5:"2A<`"&=`!"A`'$VL(L+*)B.``)!!09.Q*"``!B;,$3\"_$Q`"/9+` M2%&_Y@QWZ&P`^LN_,(@`E]1*&!`#V+=:#^#'?Q!0?P*"4`!3A`P#9L`&56`; M@F``9F!>;%`.2*"`Y#(L%]`#$."R#3T((JP`:T#_`0&,`A:[H7K0A.!;"#!\ MKAVMNU4,*E:0`%K0!-P, MSE;`T1+S`$8`O5&%!%]0#!+`S4+0`TJ@O\#=.SN-`LE]QQ]Z,-27('$#P[-' MRI3%+H+`.40`$/J[!#]``&]P`R@PQ+R`!%:0,NNB`.%SO60@R7(P6;0T8A-' MW(*`!'HP#QL`!^EW289G_P$FLU<+? MLT!`@&5_H`)L4`(JL,8XJ-,*<`8-@%-#T`Y@%A*75+EM@%$]4$AV`%L6XTH, M1M\N`9FOS6"X_\M5_8`=WI!Y><$E;C0$XV`!\,">%\&^%[++% M#?_#+_#79G!+(7!SP\M-?U#!1F``=^!-R/0'8JT`9"8(BY/(D$1;&[!`$&#B M&#J!"<3F"O0$%MS+]O$8EQ0'X=,%-1T#!<"^/VNR;A!`+8`$#L`#U[Y:.5,! MD#3?`V``5UT"4)#("90R*\`YA@4#;``$*EL%ZY)ZK"X#"7#!RVM:0%8V)-,# M5`&>:,L8U`@1="$;18%L-4":1U;`/$!M+41 M9_`%79`G]:N,?_`&S(T`=!#9?:,L;)`%.ITY*H!`=;[6EP0$/@QV%`""%N`` M<5`??[`'"/`U#@N]2S#_G!B*!WIP`4&``Q"` M!'G0`!"@`SJ0!,702#20!$X@.(`8KECP!.%:`%Y`^>%P`06P!7I@!R)P`5L` MB#IP`5,P>U&@!UKP8!!P`2)P!#IY`0T5FC(Y"'9P!`SQ`5,0!=/P(W=``]-0 M.S2@-BL`18;@`",P`!/0`U.P!Q`0!!$``7MP!1_P`6$0`1\0``F`6$_@'5)P M`IL'=_.A!BB0``PP`%7``6$P!.I!`Q5010R``@\`"%)F$'II71(#(7U]$@5_ MCQ\?CX\9&PP;4A,H#G\74A(>#$@`%`,2("0;2"]@9C48,'T49$.3:DJ/#1$M M)&MR*'80#QXD(&(/%"03`TT=_TMWD]'2T]35UM?8V=K;W-W>W^#3=N'DTGIY MW$5D-.5%V&/E\?+D6B[B!M,',@WS_?[_``/^XR10(`$&!$BQHL6+&!,VT).QH\=N*CZ*'$FRI,F3*%.J7#GO#C^6,&/*G$D3)H"0W2X$ M0!'"P@$"DTP,",#N&I`08RQ$6`@.0@$(N&I*G4JUJL`[(110J4"&A0(4?UZV M4$`!&P`)"A14P`=.RA<%&*S*G4NWJKMK$=*^>'1G!I@_?AX-4'`B6P"]X-PT MT%!"08*ZD"-+'CD$!(6H3!1UX?AHA14%3*)-"?('2)\3,A14>;!APX,)?2Y( M.ZP`P/\T-1+"/+HQ0,^``;)M3[CQ1H&41TX"2/H38,`3"`,$3)Y.O3JW.W!( M%*!2QXL).AP>\#DR"4Q:"-.V?%D"YC.'/V_G8%`@Q-XDVE&D#=[``@0/(0JP M45P+=KP0!Q$2+.'8'R/,P0`;51A0@0)TO#6!=1AFF*$11'QA1!P*I"&``F\@ M\,!+?YBG0'[2)`#7'QXH\!X)"C225@S1T!;5(P;4L0,$:R@`014D%D`A!(>1 M80`<9/VQ`QPY^&#%"B.D%<`&26BHY9:1%9#%6`H`H0*`;#3QQUTJHB<-!0IL M\(<9-?[A@P(U&*G`"CFF]<,D+FB@P!QER%$"#6QB`,&?4\3_&`(:92RHP!(' M4F&!&$UR:>FE57$P!P]S\@"`#G,\:L(D>2G0QC1LN@EG87"28>>H]Z7U"!!_ M+.%G"1J@\\=\AAX98Q<&>/78GT`8,$X0"@R`Z;+,PG3$''-(\5D/`F!@!QQT M.((''LP%:,(==P#100&'R?`$@!>V:FO_/+,-^_\\]!'+_WT MU%=O_?789Z_]]MQW[_WWX(BGGSL6\*CO_DH?A&#?^_27U(4, M/-2O_TA22+'%_@#LB`'8@),`&A`@G)&&`C)WP.21@`4YH$H1.#`#Z2AP1PTL MW@*JL(0.2/\`10$Y@!P6,(\&!$`.$!"`#Y@RB24@((/'0\`,(>%R;%V.G#C-&ZP'!A=2"!VX(`$XN"Y(LRA+-VP0@*M M,8<7'K)V'*A!-2Y``G;!"(T"^0$#R&`&-#PB"G/X0C?$(`%ME"!_GZP=$*EA M!@ZP96!N*L@`S$`'6"V`#U8H8#9`L`T)X""7OI-(-$CPS()`X0W_-:#A'_0@ M!!E,@1LDJ(8>/G47H?VA`/^#)NY&P`9I["`-WE@`%*]Q`!(,P),;+,PV($`& M:@#``Z>HPPB"8`8NF"`.I="".EE'`5=28PA]V-,D=G``;]3`D]F(P,TLJ(?[ M,5`:"HU&`AYC#A(PD08(R(090L""`N3A+M*`P!@.<(:%S("$0M#-)&)@!LM2XP M?(!*:D!`#K2B!!O*\`(#+$%-CQ"#&=XPA]!,H@<(`%'D&!/PH&!"R,1A4\^\HJ@*$,T8@`"/BQ@R)WN20FN`$;@A"" M)90!Q@XY`!SP5`T>6(%=`K#""U*``=M$0+\.\`$N_W"#$4Q"QGR.A@7@X%0F MD"$",I#`HO^0`S8@V@$=8%<%6/T(&%#`TY.H`0HD^@@+**`$3OX#!]!X`!:P M]M,D`0-INS`'YCH$!66UQ@&(D!\T>(`">1A""^"!A0XT0`)22&``U##_"1^` M(-B/R,$74)0$*XQA#%0@0I%Q$6S/2(%+8B@"N(B;")P^Q%Z`,'\>#2''0": M#P30`@78B^YTD]9?QX'"#4)`PS&$0`!=$(,6'@!4<)C!!]=(@1SRTZZ,(?DE"'L/XAJ8K\`QY@T/;;_^9P$G7(@1H:HO>2-.';"MA! M?CSPA0[0B`)L`;0@`4),")"8!^T;`"#V!]>N`!@K<$)L`#7D,$-36%)($#;`!4 M'%`C3;!2.$`$&`4&'_4-)K`#/5@-:5`".A8-!4`"5A"`(M@%;"`'H),$=(`` M58`3>E`#;=`#F\<#';`"-T`!!/`>11`"(&!S)*`#"&`&$Q`!3@`%%(``(:4" M-Q!'DP`!"3`!$P`'`M``53`#7K``;L``%&`""S`$J,6)&4$#H;($NQ8%RB`4.0!0)`=KH'`'J@`0!@D@D&!3F00$KP!&1`!IF# M`$J&!Q$@!0E``*`CCR9AD@"@0X\@E.$`!3M0%-2P!P$0!WU`!I%V`DO@:4B` M5R^T!K;5"6PP*@;@`M%"A%%@`'A@!V[@`3)00+%8#B]0`!Z0`4V``CX``2/G M`)OHDPRC:KTG#2.P!/E1"995`#6P`YBV``=@`5E`!=;W!SK@`2&Q064)!-V$ M`^X@`#7@`W#@`1V0!)%&E[!3!%RP`@7PF:`)FA"P`DY1`#BP!E`0FJKI`1$` MFDW```-0`!BP`QQP`QA``@1@`3?P!%B@`T/``&(P_Y@6``0HL`8M0`!%@`4O M\`)/(`)8,`4.4%\MU@`&@`0J\`0O65_UI00.@`74N9)8H`0N4`0`<(CE:0`& M``!%D(/I"1514%\ND`,OP!$-@`3X4`29J9DTT0,"TC)L\`5LL`1S8`5L4`=? M`*!R,`=L8`5?0*`!R@8SP`9LH*`2:@4MDS(+6@=),P=O$\[4`)$0`14,*%6 MP`*?D1;QEWD[\`9/\@4EP`=4\"1E(`1"0`4E0`4^0`5O0`5\,`,^(`1EX`$L M0`(^4`(S4`8L4`88@`$^P`MFH*0^\$!R$`O`2<1<- M!J`KN1H]$'`"MO<'."`%N1<-%0!/*Y`!Z/<$IJ0!G'``83`$$)`&(ND$)D`# M-%``)A`!81`!:J`&%G`!!#`"2-(!'#-`!54`!ES"3'0`" M'?#_I2`P`1)@!AY$!A0+`BTP"QXP`1C@`1[@`TO8`C[@`SM@!G!``4;*!S)` M!3,0!V0`!T0P`U;`H"':H$LP`U0@`W&P'G3`H%\@!U1`!TL@!U_PH7%@M`;: MH`DZH%0@!S,`HU3P!3'*!T10!P,J!T0@!S$[`SXK`W7P)VEQMFB;MFJ[M@K0 MA<9C`#(`JX]0(!50`;I2#2!0!AN0%-G3DR@1K-;`5`:@!X^C!"\@GYLW/`T9 M`D!0`!Q+A]9PJ_I)/D@P!!%@`QD0!>[S(F[S*N[S,V[S.^[S0&[W2.[W46[W6>[W8F[W:N[W^[TT,09>(`U` M%&'@:SH#P`8[(%(E0`(AVP%H=KZBXY`P94E"_.*`` MV[4$LA$"+=``!TIV(7#(?\#$5O@%29`'%H";"B#)Q0MHH<,!;,!\]"$`N"5N M<[``1D*S$EH#H#,A60!H")`6-)8$)J``,,`/$_`&=[R[?KLY+\`!,'```6`# M;5`#%=`$5<`!/6``!"`!#!`"-0`$4B0`9@!0484`".(%,1`"'E`%.F8!%&!? MDVP=>W"WV-"K\YP]X\!;O*5.S9P]`D"R)-L%#]`%57`"%'`"[5P%7^H!%6"9 M[7P"-?#_D0HM>B<``@]0!;PQ;FL``P/0`Q+0!0%@DZ]I(@APTBB=TBJ]TBS= MTBJ=`5"``$!P!1#@!2D``1!@`CB]TSA]`$F0!"GP%#I]!5=0`$"`TT_!TTJ] MU$JM!!`0!5%0!.^(!3]0!%J0@S^P``N`!0:`!BX11*Y^/;0H\]O" M/=S$+;;"/0.__04S*F8[0`4M4,YK(+(D@`&6X0,L8'`@4`%50,34W0$G4`9K MD+(^L`958`:\@`%+N*0>T`(LT`)Y.X9>6@$,T`4([7QK,++QA]!B>@-RG0`/ MT`,G30`98)-?@P`X M,`(1``4$\`!JT`-@0``H\`#GVJZ\(068$`$AH.3]XQIL:@EK.M\UP`!K>N58 MGN5:?N44\``W@.4;,`%RF\\8T<\I8?_F?Y"*9+[F;-[F;O[F)[G>K[G?-[G?O[G@![H@C[HA%[HAG[HB)[HBK[HC-[HCO[HD![IDC[I ME%[IEG[IF)[IFK[IG-[IGO[I_3"?_C0%+/D'!7)_&`$`'Q?I2-`!5SD)8YTL M&Z8`7.80=^"!+`D='WT78O`;\O4'4!"O(0`&\9J?X?`$(1"O!*`$6D4.J&P! M'W`'-'``*8X/(VV^L3L&1"!*TF``3,`&BJ0!]F@16$`CDIP"W]8HC[&*7ZH` M.X(>&\`&\.`"0D"#W``$D;8`N<@#3+-&7H!MVV`#*,(#'T`?5_``2#L`[#`? MAWD-;G.Z9$#_(M2@>/+E)XQ'$4K`!C;DT0SVP#BP%T-0Q?K!!FM$`,6:#1`@ M!!C8?Z7W!U4@95NP1]Y@`#OPZDZ"2:&X5[.@#3.PD:`;`RR0!4M`;6X@`15` M`77`$0O0!TT0(TQ@`1C``!@P`#'`T![`!6[`!!R@!E60`UK0!0Q0`4`Q`!V@ MYM6@[Y+,6Q(0;X]P!D+@4).0O@=@!#AP!0+`!560!A5@`R^@!E*`?0`0Y`!8 M`6Z@!_/1`6YT`'/0`?:`X@[@`42@!D\0!&G0`\_T`5Q_`<;"`UG``4JP!?-! M`/V;`%9`0U3\2$2@35<`!EPPOG\@!CU`C"?`!@%P\IY[`D`!`DJV_P%O]@%L M<`%&T`(@=LD9@"QR,``C<#\'0'I!X`&/X0%.$`1"\&\7P@4(J`U(\/O3X`-@ M$18C(`,5D)F#00%20`A(*9$R9M;:WN+FZN[R]OK_`P<+#Q,7#=G0?!55L>7](;#1_#B5. M&@I`?],@@9?P@*65<]PQ`*E[59,U>8&60E"A)_!C(- M4%"&`9$D?R(HT/`GQD)P7_[)`?,'#)L_-O\4I+B%HXZ"+TC^=,"`"0,%3&8H M/)"B8`>%-1.J*"#PX:$M"E0:E)GQ)<4`!G_RM*#0Y(N"!PJZW.G0:4E(8U"C M2IU*M:K5JQ^6T"'B,<&?`@IC&D()_Z,`'"-UL$$5G`;"A M1"U!5)&)$"48@8$,JV'R!A^9\$`"&9EDH!MOM@BPQ!QFZ$&%`B2.%00F4SA@ M``)+'%2#%0%A)^201!99G1:ZN9')"0H$X`897Z@1@@(4O+`#'!?<(,L!"DBA M!0`#^3!`"4&4$$84IP3PP!,,S+!`!"&0THL!)K`1Q@):0"`!%0,,0$$0001P MP0$LV"!:)A0HT$0MNAWP!Q;MK0#%&S2X\048>$S`!@"ZH0 M(48)#B2QA!Q29"OVV&0;^8(=90O#HBU!VA)%)C]@4H`(M:SPS3J8(.0V`F/H M_5420+B0P=IC%/:'%@;T\,&A4^1\BQ&U9%-+`?]99-%``S>$$`""(Z25]N>@ MAV[,V=CY?5W;N<2=RZ'2;4>5'6C7*_KLM-=N^^VXYZ[[[KR7C<85%\@!8._$ M%V_\\;6WP<`!5K@`P1W(1R_]]-1/I\47Q``3%;GQ.6 MX``AQ`\3>7""`CR@@BN$`0,JD,,#`\C!#GJ0*@9X`AL"HPT%>"X+/M@`'4S0 M`CC@`1-8^`,;0A"4!7S@#V4P`P0AH(<78N(.:$`8'J#GC`\:\8@!5,((:Y$" M!>0+(`.(P`DL,($V%!'_$Y7X@Q+"H(D']H`$9:@"BWK``A\0X`])X$`(0J`: M)+H1>;UZ(R94L,1,7..)O!B"`N:PAAFPY@\E@!HB$@`%.4S@#VE@`P$ZH(`M MW(`-"A#"&^1(R4H2;P%UQ,09%&"X7BB@!#6`PQ\#^8<)0.@/4F"#"$@0CSQ( M[`]T\,!3+$G+6M+.`9G\0PY,^`LV?`H`GB.E#T["#@5D1'V:`@`=.&'+9CJS M;"]@PQ9J,0]Z^4(!\:A%"738`AW^801S2((5-M``)%1A/'1XP#/7RB_.'3!%-`'B021R^H)X_R$$(9IB!'GI`M#\Z]*4P M-4;<@I6)MP'##5I8P"V4E`O4Z32F0`VJ4(=*U*(:]:A(3:I2E\K4ICKUJ5"- MJO1X4($.3*`&#-A`#7Y:)`!HP01D.$$5`M#)8EC``Y#IA1X"$`"\9<(``6@# MW@3`UGQI(5`!^(#K,!&H#T!/#`$0`^O>@P,+1.$.8Q!`'*6*5`IT``@)4$`( M>"`$-5!E`Q?ZA1J(4`$>1*`$5$"=+6C("PN0P*V[T,`(OE"'LL;B#0F,@P+8 M`+4%$)!_,<1$!9;PA1E"K!]IQ80R@::"#2QA!F6``O]CD5H%]=`S+02(3E0` MX`W1YL($^@2'K7(QA,P0(P>Z8$X6,J$'CW!4BBG(P:&N82I,+,`"=5""`2A! MBH%8H18*P0`>$."#'$"`"BU8KE)U0PM,[&&W=1B`"YQ`@1:0@0YV6(`'J/`% M+-A!`%^@00O6H((+U$4($,C#`.JP@Y+>@B7W/.`3IJ`&'9P`!PT0`"1I```! MD*$%`O@#`"X`@0O08`@7B.,5HDA37&!@1D/`A`#BP`:*Z$$K>"PABC(!@)_J MAEHGD(,5I!$4*\BA#&^S`P"0((0^"#BI(S!/)@C`!@OP0`%MN`!S*$`"/40) M"22@@QXXH(`X<*$.%%!"*GG_D`,6G"`&)V"#^6R!@3DL&@_,"<`:DF*1$.C` M8Q\0@!7&,&%]$8T-5H@%1:#`!B<8(K>V```&:)"4[=0@LN,U@AF6\(F-7:," MN1B$;@F8T#\$8`XE\$$,[]"`$/SCS$BM28X!0@2.=L$*=C`#"YZ!@Q($JP%L M:$([Z-6!S*!``5-XLP#TX`(V@.@6&/B""FH!`O.H00'KQD#86`"U`U3A"!8@ M`A.PW84..*:#7.%A"`TYP\2[(00EZT`/* M$<"&_R?@80WN\=D+`K!E3+P(%[%`$";@H(`HL#2&&-C`'R@0!TR,8)M$@`P; MUM%#-HP@LLI%0QF\BVX'L'0,'9#"+L=;BPKX`!/7Z%\M\O``#$"O$Q$HSP1L ML`,MD#P3+^`""UZA\J)>P!MP%XX(&H"`R53@XC+A,AMZT'AYUL`]8)@#`,*@ M`"XOX>*V:`+B,U&"&=R!\V+!`&LZ$#\OL$&Y+(`<&S@J0P+HIN(4:"^Z-:`' M.GS!!QJ81Y0AMM`2?@$3:[/!&Q!V@D7M8`="^$8)*K#7@BG``84G*@$48$T[ MM*!)2EB#J1CP=O6P0>H\N$@[LB$!$K$4!A:8`QGR<`0V7/\A`VLH<";@\(5# MX0";I<`&(8$!"24#.\`#'<`&/,`E)B,'?Y0';!`!$$`.=@`!='!(1H8)7?!R MC\(&ED4G=V`'.U``,9``K,9,F3`")"`"6@`$WW`#7M%$:Q`2P180A\(%7X`P MV1=3`W`L,I!62%`&I`1,W(&D(,) M`Z!1;$`'"B``-[`#;Z`##2`#3!'_B#,1`'Q``1Q`!*2U@T!5!"Y@`!"P:`WQ M!#IE!#&067/$!$\`1"\0!5"@`CP@`&\#`4E@`'C@!$S@!#"$`B7@0_($$$`0 M`"9@`@NP`$4P!&*@!#D`!1]@!';``RYP!SB0#1!@!`40`$&0#Q:``Q&@`@T0 M`0%``!=5"WK`!`'0!*)Q!4"D!.:H`C$0`"@0!$$R`BA@39DP!/YH>P$`!`0P M`"%@,@<@%BJ@.;'Q$PP07*IXD;IP.7]0!"#0:[J0<[;P`ZJC+;[@0Z*#![&# MD2JI"QK`92OYDC`9DS(YDS19DS9YDSB9DSJYDSS9DS[YDT`9E$(YE$19E$9Y ME$B9E$JY_Y1,V91.^910&952.954695-93Y#@'W`$`!4H`\!@00%L&X(DP=20`$!40+Q5&0ZYF^WD`?@-0TVP0"1,`%"U``%%`";Z`AM4`!XB`%>0":1&`% M1E$"8Z`'91`'(!H%90`"$_`&``3O`!>%,$&-`#9<"?#G`" M6;H`1P`$1:"@>=`&"C``T[2=4&$4$2?_`XOR9DFV?\1$Q`(_W#&PP!&X``G&@ M`KHQ`3%`!J#W#'&`(@Q@!0`B`7!0(#2@>;\`'M]T;HX`%"K06ER":RU``QE1 MH9I0'$S2!3(12=W"`!=P`G2@`3(0`CTP!RF@$$#A`G/0`U.":T)P`FG6`C!` M-#!"!6G`4C7P+9Q:#+*5":SF!'Y@``K@HDLW925@,CRR`#Y0`P'0!1C0!+$3 M`SP`!(S$$&2@7",&`4J@``;3`F^P`AVPK'^P!":S`1>GLWG01WF@!\$1`2LP M+!41K01P&G^P_P5UH!I]P)]_0*"_0`>O4`$HJ'H04P9ZD`=@P`0W\`52L`%\ MY)LE\`4R0`1@H`<2E``!L01F<`-,-S0DX`(XX`#7('4GA0DD@`$O.P$#H*%( ML`%OMQ]A4$T8(`-M5`+>$P!U`$A`2K*`'\^"Y?]"R M*L!+?V`"BF"S`.^_$-NUL++'4>)1`V35L,+F`4Q!0B M0L`&O)$'<3`0:95-I$=[7T%Q```$,(M\*F``*6`4&;!+%*$`WD0"%8`4CM,! M>3"\#0*S\[!L#UL,&A5'3R`$5*`"7$`%.H@!=2`#85`"_T``=:`"K+8]9"&Q M=5`JA<"K.^`!&Q!))X`4@;0#;E`#1)!D"F!94F`%%!`#'_P'LKI05?`&H8!X M8%`C0!N7``M@C!DT@!WO! M!$`@`U_``13`!BR@_P6@Z0$37`'=B"/=B$7=B&?=B(G=B*O=B,W=B._=B0'=F2/=F47=F6?=F8 MG=F:O=F'=J=W0`1)"=+72Q96A6D*]I1A0(M,`9 M<`%!,`(14"!CH`8#X+!_$`9-X#IV`+#$S-I0(0$U``$U,`=7(`!*S;@ONO\$ M5A$$8#D59@$&Q"(%M#:JF&`1*%@+)]`"3O`%&W!%L1`V-3%;<6`%81H4M*8` M&*`'Y=L!/%`'^>(";^`!+2!S>K#>&@6@YAT561`0-3`UWZ`$#;``AY(`\MT` M+]3@UZD'T",:OGD=(F`%398)"3`'8=T%7["IA^,ZY[LHAV<"`*`!XM1F2``# MZV@`%$`1MH"J+J`$I'`!T-8)93!U:P``^60#&>`#=#H#XQ'B5%'BM6`BY82 M!*`'74`!;4`"!<`$'B#5\K@&)@+E?Q!9\8D%2^#_W)F@!:[#2*DY>Y@@!V:A M7+5``O:)!6^P`Q5@4YUB`"Q0!E@P!W\42V/`(GT@WV0^%6:."0Y0!4?F1 M*&9`!B/@`R``F;J``E40!1.AXVQ@4PHA![SED9C`4J$.!@TPV^5AZIBP2\S] M`AM`!A\QQ'9`ASMP`JY8"?+D`W"`-BJ@!QO@N+L.%;U.'D30!S"P!F:P`,;U M`DTP!PQP>68P,T$Q`D_P:[V242:H:'_`!4TB0FJ`!$20!8N^!#V`J6[@!V#8 MX+EP!64`!$_@`Y:^XW&T_P-T<``,1@0.H`=1;>A4P`(74!YJ``1Q$`6RZIPH MH'NV8`?@=`-YL`?@E*D-,`\#$"PE,.8-0`VG//'$4/$"P`(ZX``$NN'?1`5% M@`24X;1_P"31`4H7P&?#<#,>8/"&XS.L"3]1PTD4 M(`16T`$-4`!F``>3]M%OP`$G8`45D(I+@(Q@U?B69E-@A`;`6@-TR`%DC[>N M>P<$X$UL3_%30QX*N)&JP>9_P"73E`,>8`%L(!I:`*31X`):0`<;4"&8T``L MT`-/%@#7(`'0DP%,L('#,`)F4`.,5`9I%5GF\P8T_`C544=XV5 MEI>8F9J;G)V>GZ"AHJ.DI::GJ)@U+#S)X&45!@S M:MS(L:/'CYZDM"#!X46C,R1(2"CR`@.)`']B@'C#X,F?,3O@/&BT)0X8,VGN M,`%F1D80.S:L8%""I$H=$BB2R*`R`0``.-%`*7EB!4'T(Q$EYE#P]F<"E1,> M!#3Z42D,F19'+MD@PNB/D6&9:B@H0P0&FC\7WK`8(`0FA#@4R%!H`$/!$C9L MB!0`2;FRYC M5E1Z8L))&HJ-!*"PD"E,CP68()BH_<=.$#V97(0($\%2C@$#PE1:L2%$:`%J ML`\(HKF\^?/HTY^_H&"(^O?PX\N?3[^^IQ<^V+PQ8K^___\`!BB@)GH@<0 GRAPHIC 31 m62094tom6209419.gif GRAPHIC begin 644 m62094tom6209419.gif M1TE&.#EALP')`>8``(."@LC'QZFFI;6SLI&-B_+Q\0@&!Z6CHKV[NJVJJ9V: MF>[M[/;V]=73T4Q*2N/BX45#0W5R<5E652TI*,'`P'UZ>>7DXU51465B8LW* MR%U:67AU=&UJ:9F6E%%-3+"MK(B%A+BUM#TZ.>KIZ(V*B6!=7&MH9W%M;,"^ MO.#>W:">G#8R,B8B(H!]?-K9V&AE9-;5U-'0T.?EX]#.S<3"P4E%1$`]/.SK MZNSLZ^CFY3DU-+NXM]C7U3`M+,K)R!42$M;4TAT:&I>4D][=W)62D9J8EN3B MXJ.@G]S:V:NHI;*PKQ@5%2@E)=+0SH.`?\+`ONCGYLW+RLK(QHR(AHJ(B-K8 MUB`='7-P;Y20CL?%Q-W(B8J+C(V.CY"1DI.4E9:7F)F:FYR=GI^@ MH:*CI*6FIZBIJJNLK:ZOL+&RL[2UMK>XDT@-#7$EO3X8\1`G4$/IA0RHZ$$!@X+E``X MT0?#AH*#]IRQ0<@.(CQ^_C#0(PA/1$$R1MR0P4`&E#N#H,A8*Z-,'K8R_Q*- M^"CHB8R(7Q`D>2)%BX`,7P=1,?!'S`8#!_X@$<"8<M2 M%C"@@P``*@0@"1":<0BK@QB\&?-@$)H3'TC`5('C#PP0`*C@#O`!`&X0'[@J M`!#&B._?`)P1BF'`0,A!(XHXN-(4@8`2(#``0"!(@PH80).*,2A@A,& M2```'5APR,0/%`C@P$R#+#&!(`:H,<@4/Y0AR/\='#@P0`-$J/'%$$%H0$$( M(D`EB`)J&*"1("=XL`8A3ERP1A%@Z.#%%B5DL<(+Q_QA!1\`Z*###U:0<8(8 M?WAA0`T.+#$&"D$8P,(<'BC`@"%"C"&8&F2@!<0/&H0QP0\2U-##&J@),I@@ M*AC`P1\QC,%'&&&(T$(*/X!@@AI"3*#!"0:\\`(8@Y#1GB!U=%&"&E/8`-,/ M:(3QP@E_]*!&&%W,,<:B@M!@@!"$("$$%`:4D.H6@MSX1Q,E4+%`'!LDT((5 M)=PAPP0G4%!"%!)X8$0=`11R`AH_D-'I!2+4JP4?UDQ0@A$>+&$5`$;^$4`$ M+@WYAP+(\C%!%8*$H,;_D!E,*\@8.2#HQ:(4.,"#%W\`X&@+SRD"A1IJ;($$ M(6I08$<$9PRB!+($&$`&B:X.`@&L@A0!PQ\>F/`'"G_,H4[2,M#P0Q)_0."` M(!!`($@:R@ER\=$&4%58&P8<(<@.!D0Q"`A`$&WT""D7M,(:2V@PB`S-)?3' MRE8GW84@-C0P@`%R_S$`PPC.\`<75NS4P!P?08&L!#\(DG,'A>1A@P%0#+*% M`/"1`@1J+=@$`!W90X-P?*@B2@1IQ1'0" M1P:/,(`0:BS`X0!11_Z'"P:$,4C.2AB"1QO6`#!'MPDCD?8<0OVAA`$TK(N% M_PNJ2X`K682DH,,?$AB0@2`'J!']V&9/X('@:F1.PA*"",%GK'_`@P((LB.& M_:$&8\"8QEQPC`!8H642F5JW1/>()%BA.3G2&@461P1"&`\+$EC"_9)@M#]D M``PO\-H@BC8(I;50!E5H0Q+R8(474`T"`3A"E@@AASA,0`TV@-8`)+`%&^#A M#UU@`EKP$(``#,T#-C@!&"@'E06PH`Q7R!]8BD0`05S@#'F;PQ66EP"TL"`. M##L`X0Q`E^_Y8'&J.T(6_L`!Y?V!"0X;A`(T$(3N$\``V@"",YAG#WDHF MA#A80VX(BL%&#$"%Q6$``VW_2`P([)@SNGC1!RV(`XF(UH!F4:`"AC,!!?]@ M@E9ZR@`W6$$/QJK();S``V"P"@UT$`<.8-(`\_N#%FR`!"_`X2NA5))+XE`! M`*S`&:KT61SX](><):80=FA##^8@@8@@C`(@D"#W?`F`=7V2?1$,6F`K$S(3HRY.0`=L@`"TB!"$A^S$)5:@P`!2^PAFIH M?VB`_P%?2 MPF"W#[<,41Q^#&KCW0$#*7!S3VLN"#8$(;!7B``#@M`>#$,_U[71==+B#N0`=F"L,(;^+2"G,\AO?;[0Q'B,(22)6P$-4`""%@PM@GL M80P6X((!QB@!!78Q!61(@#LI*@+_[':AR8U`$`=\D(4W]'(&S6-`%)90@0;X M0`1]N$,?3J"D/?#!!#Z8`Q4S)H',?8\,BGWO!H2P`C!/00VZ38`!,("`-R!7 M"#W`^`(J4"0A0.L(<7`>$@V0I0^T001".$,/M"`$`P1A`ILM2!X,\#)!E(%2 MV#92!JK>IS!V$0\D4(`1BAU`>RC,`%R`@H/&E(4?J`X%9\C``>*@!1_T8`E9 M2Z=4<& MP`1`,&I@T=8@`Z$"=PT!PL MT&CWD!QIT"4@\%Y%PCLC\$`UAP`:<`-6,`?9`0`U%P9>``+U9`%#O$0*7`#!9D&7U(Y&0D#7/$` M/I`"B\)`(Q"+>0"+:Y&`?U`&:\$5,"D#G?('8S$"=!:,Z?@';+$H#`"+7.$' M4,``!;`'8J!8EK`'6K*43-F43OF44!F54CF55%F55GF56)F56KF57-F57OF5 M8!F68CF69%F69GF6:)F6:KF6;-F6;OF6)F7>KF7?-F7 M?OF7@!F8@CF8A%F8AGF8B)F8BKF8C-G_F([YF)`9F9(YF919F99YF9B9F9JY MF9S9F9[YF:`9FJ(YFJ19FJ9YFJB9FJJYFJS9FJ[YFK`9F[(YF[19F[9YF[B9 MF[JYF[S9F[[YF\`9G,(YG,19G,9YG,B9G,JYG,S9G,[YG-`9G=(YG=19G=9Y MG=B9G=JYG=S9G=[YG>`9GN(YGN19GN9YGNB9GNJYGNS9GN[YGO`9G_(YG_19 MG_9YG_B9G_JYG_S9G_[YGP`:H`(ZH`1:H`9ZH`B:H`JZH`S:H`[ZH!`:H1(Z MH11:H19ZH1B:H1JZH1S:H1[ZH2`:HB(ZHB1:HB9ZHBB:HBJZHBS:HB[ZHC`: MHS(ZHS1:HS9Z_Z,XFJ,ZNJ,\VJ,^^J-`&J24H`7'0!`W0")VD`)B``,%8`=? MD`)(H`5J@6%WP`N\,#10P`LN8*5<"@,G::5*8(K9Z9+(]&."8`<-H`4PD*46 MP`N_``.\8#>%L`O&,`@WP*56BI1&@*=6BAIET``)@`)>*@@^(`1*\`'7\@<[ MH`)"T*A'<``JX)"-*@#0D@:-6@1R2@@,T*A"D`2FV`2L`(GX`5,8"=4M@==$`1ST`WLQ00K``(OL(U6T(964/\'5=@! M9S`'4,(@0J1K``M9`6/T!Q'P)V0(]5X0%%0@C<.P8+X+XJL<6$@+I+TR78M2Y''+:6&P0M8`BR M!W).X`X`W!R.E+\2:`AZ5K9_$`0S`,7>N\7#*VE_\`0/:XP8Y\/TA''-(0)R M+`)+EFQY(,GL(\63)L7')$@W>`$02T_J"YWI^P,.T*Z% MF`=MT&@$+`AFS`!L<(4#L`1K;``)=P8UNUTZ8`!V%$T&T$S28@`K("2(P/_' M@^#'<\.]D8.Z*3L!2$,(8O!Q3$`&E+6W)HRX`$`B"U``!-$&"Z#+Y"4!@!S% M/S$(PXMQ@I`$A5(DN0/*W7)9S:&YV42"(<'L&"L`"69R^>LRI=O6"#4>]RYX1RW8,&]5H.ZYX6V=_LWS!NXS2$% M@X"X3C`'/X"%A:Q1/76%,0#(<."];T`(-#P(R',#WE#3"$U'/]8<8Z3*T<.` M5$$#S@,%*F@`>V,[8(O-4?S1W1&^[OBV<5L-?S#_`D0P!.D;!VGSG.EK!4I2 MT6B!`7+@`-P[8PS#L!R.37/FME0A@T M"`X0$9>6,%TB?':0MLUQ3&$--0Q(3!)`C\UG0WZ]O1W=/H)]P%V#&BWP25?, M:VBKTNM;)+&EC`PP`")`,<58!TIIQH/0?`8`VBW6'(H\"%G0'`8R`D7R!.I9`!\0"2Q M.P5!H.#-]P,*?GTU8L0^;:%X`-[C0&JHVE!T`.-FC@?@>C-<0%0H`1=(BJ1/KM=<[E:T07Y$@9C M8%=FVG(JZ`4-4$O&`[=$3@0@L"/9LBA*<+8_(`)MYSDZ,`$2H`,C4A?+O`3. M,EU&L`5M>`9LH"8N)0$VH`,0``9<``8:8`,V4`.!M`,:<*M;8`&RZ@`:T`41 MT/\'M]HYA(`"'E`U8(#5+'RK$A"[!"<$MTH"P]B<)'"'T*<#')`$=U`!T.=2 M"%#LPP3<-D!E93!74N`%)J`!'(``-(#"P_"1@J`$);`"-4`&27!$"#`,)L`! MC5L(`R`[`+`!YOX'>I`%&S`,)#!1#4`9.+`8C?$R)]\8#BD(>H``N($&-(`6 MA<``C=$:!M88(1`%"#``*"``92182B``3X``J($$-Y`!C%%]@O``C5$;`12+ M9IH#"[``8O`+>:`NN)@(2MD(=I`'8F#S0EKV9G_V:)_V:F^;>_#N:D$0"T!G M&]$I95$`<3^+:U&S"T#VV,86=&4(\4H3(++VL)#/L8O_`O*P!&T0.AGO`42' M`E:P!&K0`HMRL#]P67]P!V!@PBX@!\T1!\_G`*J8&B(PC"$0!`I"^*]0!R9@ M%62C!B%P!Q;0/K*H!>3B09W\:.SSPW^``#\P;`/L>XWV`Q,%*K-'"!(&-:K/ M"EV@!K7AO@J^)$SP\7)L!5GS!W4`-D%@&1H@T'1TA=/(-G)(U2BT0)1.Z3]:%2'`:$@U!:,::2$D+XY2QK- M@:+PT9\:!MA8^,-AQ1L/B.2X_#,N8\BG4*-*G4HU%BY=?R@T&K#IQ8("9Q#( MD%&DT0Y"3/800E+'P*`_=;B,'=#H;2.&;N(8(/!G1!L+"_#H,U"3*;DA#D1P MJ/'D,^E=+`H4@\%7[*<\%*@@QHM>OX`:30&!HHX6>P0"J!&01D0!F#@ M^:-%C?\!.31@-(*@H(8:#F)&G/@1)70"90W^=#%P(*6!:Y&C2Y].W;$57XM( M])@S9\*5!3`PP@0%>/*GFFCPB M0,<<11CQAP!T4+&)$(V@LH(!$L@229]L!BJH=`LT@$0Q?Q3_T$`#1RYB@6T( M+F*"G?DU$$!$]R!A*$C*,%#*!#P&J!$`GA1T;``")$CA[\TXOV*$!Q548)MA?"9$R`6- M5!$*;.HV4+$!"G=B@L;?_F$$+G6`_Z&&"'^N.2@!&,#"/0;\<0`-+8"YR0(K=;&)"D?0E9%S M?^#I"^!0+[+%!OK$84&!6;LE1=>PD?''%J+J8,#3'21Q^>;,9X[+EHVT\`$? M.%RQ!"B7&N`$%UQ$(`(4=^2D0;594*Q&`<;/LT@4Z+XQ0`"\8/$`NDR3@(.V M5X1M0`8NZ/5&(VIXP$%Z,8$"8`!?6FB>`G%6`#A,H`$M"$(,=N"!.#"!`J$P M0@2D,8&%"A`ZJ)`04H4*0%6O&*6,RB M%K?(Q2YZ\8M@#*,8QTC&,IKQC&A,HQK7R,8VNO&-<(RC'.=(QSK:\8YXS*,> M]\C'/OKQCX`,I"`'2RB($"/"`'VS2B$1,H@1&!R4Q4Z`$%-@"@#D@0!AHLX`;_`*"#&J[0 MS&Z2X@8E21<-:!2*!!0@;=')@@D(0$IOJI$(;3F!LSH4`6,RH9WN+*,82@(! MKGA("&K8@@Q:8`!^Y-.,.+A7#:B1"CR$XS$!8`$'J"&#A1RTC".823E4`04, MJ.LQ/4@9(2IZ@HN.,0\3^,%;5$$QIS3&!0:@U!\Z\!"3AG$!/3!`C%:1TX\V M9@0Q)00#K/`#A]FTBW8@W@M:X1?M088/9LEP` M"7-0`[>JRD4+O&$.Y&1%-#\7&:#DA*IDY6(G_,F*`C2"!-$IP`D:\82X$`%7R$2!!7%0P`#B$`?%@N)> M1'"LVNRP!`FD=17'F8/1S$&F6HC!>";(PQ^-%3;L_6&H" M^H"O"<2!G"F`@P'.((`SS;<4*:C":@=).]#V#`-0@PWB ML`4`+&$Y=2!>"?]`D0)B;>(*$&BM*ACP@>"^(`?F!=D%U!"'"T1!!WX30W+C M<`4:[;4-&!C#!-8\AA;L``$AR,(`.%""E')VS3J8@`E4V00D<$$#Z4Q*@Z@ M`?2$H:\?&0<&4\$`XO4@"#H`11A^T(,`R*P$-^!`+QS@@XJF"0E;X$L5"BKI M)=R8%49H01S4,`5T;@(VO0###LK`@#.H00HF4,,2E("H!9P@#C]@`0O.DU,N MJ^$'MJ'T>>3@`!80]9A+8,$2&&:0S$UT M(0(3T$(>>&$#M31"`\6HZ`L:D%/,T<``-)"T2U,!A0/DA`T*7H0,2!#_!#`Y M`0F;R"^^QF!;4,B@M7MH0@9,8((U#"`#+TY4!C+P@AY,0`,5^$#&K2T*K21' M"4[NR!T@_4%3C*`D;'"##":0)D*HP``ZH%%*SC.Y?B6%%/`V!C2UH4X(``+Q0H+H'3<-R1>)RD^ M10@F('SNL`!.8#S'Y',><`4-=X!EE("$L%?4<`=\L``FH"P8:$ETD6_K8P!\ M8`)D\#08L`*+H`$;,(*15&5S4`(9HB(8J0`%*$/\""B``!\!":)!"=%B'=GB'>)B'=,@!9,`'?``&'O=> M](,OZ((Q$WB(B)B(BJB(B\9&64``D!B)DD@`6[`%("`"-E`#/?`"*S`>:_:) MH!B*HCB*I%B*I<@$2U`'`"`1`#[#@$FP(#`;`81M``QC6% M=N0#L=*/_OB/`!F0`GD`-R0$"?"&I7($*I`$"(``"?`^X'B..Z".%%F1Y=C_ M``\0!3*@!3P``PSP`)13``N0`C)0`+)5`#1B?52XDBS9DB[YDC`9DS(YDS19 MDS9YDSB9DSJYDSS9DS[YDT`9E$(YE$19E$9YE$B9E$JYE$S9E$[YE%`9E5(Y ME519E59YE5B9E5JYE5S9E5[YE6`YDS*`<&&)1E5F`QA0(64Y1@NP!!$P`@(` M`5"XEF&D-(4Q`'Y#EV$D!'%P@2?0B#J">.NAEQLA!$(H`QOE(0)0`TBX"6/0 M=(2I$4(@?IO0`RK)(%L@,:/@`STPF)'Y#ABP4X0``:?6(6=04J2P`U+F^U"$E(32M0`$B``;!B9RN<`-J<']_@`1V4YM6L`0'``L'<`$<@'G8 MR0IE\`,#L`,5@@535QU0X!Z+0`%,<`:469PZX`#7:9-ZD`4MD$"%0`-3I)&N M!A)W(`,^<`1.L`$4@)%M0`#C$P,+H`:E61T"T`8O$&ER\01L0$`O``8Z8$PBH`!RL$Y]L"!WP`0( M8%?<<@!J``4"H`9D.:(E"GB;T'PPF01J@'E-]C0)`*,AT05+P`&`M@DCH`5, M$`1!@&Q!0&'5\0+C211K\/\'?<`0?[`#A_(IIJ`ISQD[N08*1B`"<>`%%T@( M]\A>?B4#X;@4,``%@II6`8`&(+`$-_@'%?4T8B`'>1D"5-!]UM;`$!5QP`8LG(A!`$%H1`%O`8TD0!TO[J#PP M5IVC!$=P`-J7I+*W#K=I"@25$!R@!H`:!)2B%U90!\U("%K[!PT@H*+0`N%`:W;!Y0Q_P,CP`!(0`(&`*A9 M0Q!CD`:+\`.4V01Q\`4:$&@`((0?4'\+,`)@,`=ZZTHA\`9%<+A]%;A980`! M(`%M@(-3N@F/N@F=LQY<\`5F&W#H4+FC<`-;@#'/^07BN0@!83.ZT08:```W MP`9Y4`3UMP@8X(!2LP*RA0<_(,!'4@!JP`:\\A/`"/7`%`!$/;!4D,&_.5/!;`"R3H#R)H#*U`!ZT$!!R0!Z`14"4%0&$!.8E`#1?!K M-A`$&&#(VG4!$\`!"N`#!+H#%<"NE#0";#`'`)!33)`26\`#)Z,`,-`6`""M M@74#)Y/$3W9,$6`$QL,!LY&Y?4H+(Z`&)!##!9`&5Q`6?8$:-5P`+J`&,6,# M5<`P^;D!/A`"#M"(WI-54G`=!#!%/X`%"<<$`Q`"$W"JB\`$(I`"B$(*(V`# M_*<"#DO_NG4``<)0`N2T`A-P0-RD`7P``">P!&*2*&:@!OE9`GJA!AO=!VJ` M`60H`%N@!K8F`6<@`0\@`PTP!F^A!3+JP:F!B`\1<23-PFB-0`R%P!<:8 M`$Q'$'EP`1+P`4Z``P(7``@P`%OWIA+`*^%X:BX`A.@@`$$04@2P'0N]"7/P MFW]@`"W@`!(P&T?P/_5T$G;``D#0`E;@IA6P`D'@`010`TSP!$@0`5!]`3U` M)F`P!F_``D)P7]PL5J:``3V`93P@=2R:`!T@OT5P`4*#!A>P#5TP`2V0O?WI MJ,Y5``E@C+_)!50-!3GE<^F:E2.``OV8!5*VHYN``ON:76RJ_P')50&PVP*& MPAUS<`9-H`4VX!U9/01=E@0@L`*T.PH[\`/0,0H*T'I`0``-4>X`4E``8VX`!>0'QG\.10'N52/N507@-G8`,] M@*L2X`'==0)@(`$4%^8>%>9D7N9F7O_F3D!Q%7`%)M`")G`%)9BYB8`&10``1Q`& M84`":"#K`$`$;:@`"7``"4`%!V"&2I"&PHZ&`9`%`3!%7#`#/L`%*0`$0``# M#>`"8S'MU%[MUG[M"R`#-S#M#)`'VOX'#"!E>A#;,'D&%9P@(`"8Z>D8&*`Z ME+?N6#0"$%`#0PWO"S0$3FKO^K[O_-[O_O[O`!_P`C_P!%_P!G_P")_P"K_P M#-_P#O_P$!__\1(_\11?\19_\1B?\1J_\1S?\1[_\2`?\B(_\B1?\B9_\BB? M\BJ_\BS?\B[_\BU_F8N`9:2P!R"PHJ4@!#M\"BC`W@4PNJO``U=@>*D`JY1@ M`2_0>JSP`"]P'A6P\[5P!1,`P"B`+"P@?DJ`>#A/2WFP5*(0`"V["4H``4+X M#@NP`3T`!B?Q`6,@`1#0<$5@`Q?@`'6Z"5\P$[H<"B<`,J<0!BQ`!M`P`7#P M"CO``C]P"M7E`QZP3`#%"E^@`QJ``@)@!8#R`4"?"@G0J`Q0HWV5!@:P!0DM M7J9``OE)20A@`(%.JX>/)2NP;^Y0`',O!30R`BQ`!'EP!B':`$&`_P`,4`.! M`PIZH#3H"0IEP`0?%@I!5GU_<`7\7/T@"`X1W*$))>$@U!@)(6DF=>`@1 M0C=Y61P!:%]Y4QY'NH0[<4Q-?PU8"V,&-B`)'@(>*'81%R49?W=3%QX(.288 MZ$'`TY\@'`BM,,#E3P(,A`;4:3,!Q9\K-O]T&,#BP<`$$`9#BAQ)LJ3)DRA3 MJES)LJ5+@TK.=#&0PM,."&RL_"`T@\D;)A#*5*@SI@<9,6:'@&CSQP,'*"`8HE`SRZ`)-5EXN`;P1\?<+&>VRND!14V*.V"2 M_#%`Y:7]^_CSZ]__KW^#DZYL$:)$&RI(D=LN;620!5!?E&!`"1`,(`(:#9RP MQ`)6),".#`>,P4`($/SQP0^#G$2$`6``$$0-?TQ`EB4"0!!$6FM-,H<*NQAP MQ!]L/,``&WSH%0H$&XP6HB1J%48("1/,X8$E6J2PVA\..$"(&D+P8$`5%W$6 M!P.64-#$#UV$<88!/%!A`"$!J$$!#74X$89&3X2A!@,%9+'$%@XP`9XG=AQ` MG!7%=!7`'P$8<*B650K40!PV.,"&`0JTV9TG+J@!#P%CP`'%'(@)P,(6$*Q0 MP@-J]!`&#%O1Q]^KL,8JZZPCR5`#$']`$(0#15"&J8$`6_WGD M\)L&?4"0P@1R#`!$`99L$4-8=QR'4B-X8"77&"\Z`\$2-`;XQP`&("(#I2!, M0`45()#GR5XI*('!&4?2J"0ABE!P1Q/W&,!4E5<"D$0<6S'P2S!_M$=!!FUT M(,#$9:C)IAHQ)&&%Q!,OT,B2+*0A``)2(";*%W_D0$(<,[JA**(O)RK#S#,; M@`+-#+1)@T@0B$#&"`*H(1LA&\CQ!P.K(-"9#K.X2NO34$RXTL=_:)G`6(@D MMT,$CCCT,B$"I'NV`0D`H`,.A'#1[2>A""!'`O]7Y/O'$`:PL!ZCA`B$) MH$RX"9)PH,;.,;_L`T/$/T^"*4^@H+-(`!AP!B%T&+#S'PK$4=! M=#$?%;],[?[[\.LG0EBO_&##($&$DNL/7/R`_-B64)8+E!'$B$PP`<.]X%$.>%H;Y`*Y.9S M@$1`0`N>Z$P13,&YUQ"`1,DY0AE*8"4D&```63``!,20!B\`8R<%B`,%4F`_ M*?,!P=V"!&BI0!!VT M9RL3:`$`#IDH,4AH*R<1@Q7.YX0CL:$+%@A"86[``@Q`@07U,4P0^N@@&T2A M';DIB"12T`9GQ6$)#IB#&L8`*!L88!L[L$$('M@R,,&B).U/P11#2%032BR0YPD[$`.!CCD'SI`G'%Z0@!Q M__A!#<:PA`00@@4_J$`0#!`$J:3A-E80P!^`<*8XA(4!P5"`2"Y0HA#HCQ`T MT,$$+A"),TS@#"4@!`ALL`-*^O2G\$,`'28@TE>`Y@\,`4 M>+`/!'3A"RKH*64^4(`$P/`.O.`!'F`P,2Z@``59P,,=HB``R@IH>%#(0@[^ M@`<>"&!X>9B9"O6@A1T,SQ,%0,(-LB"#$OVA#`O``__-:%@&&91!$@R0@;;^ M8`?C&J1]U,4N4+?+W9\6@`(4,-X?N."#`"!&#%EP@1N,YP8*6.`+XS#(VB3A M!E=T][[XS:]^]\O?_OKWOP`.L(`'3.`"&_C`"$ZP@A?,X`8[^,$0CK"$)TSA M"K^ON670@W4]H8"N`Z5KXQ3".,:U0P((E MO,$+5Q$)%`RPAI3<@0#$F4!#&.`:?M8G`BN00$@%]`,)G`%7,HZRE*?,DDRA MP0X9F$..1;(!J>!!`BH$O&(`)';C!",)C@A#MP`$1R,-.B:'**SQA!AYP0!#0P%A/<"#/ MQM@"2*@$UPE0%F]M,A>GATWL!5>`J0XHQA\R[0`(X.$(:?P#".9`B!>8H`'! MR()(>F`W0C1A`D@@!`_.R8%(2"`.%Q-VL=?-;@&'X$PZ6O;M)!"B!:A!I"U8 M`F+,,8<5B$#;!NF`!@PB!#:PP@:**!(8R(4[=;?[X1#O;@&V@@<4S`'=F:;W MT>)0F`TLP11JZ.E(9J"&NR;Z?'](P1(PH1$84"%PQMI0;#"!XR@AA/8(0FGH9SV1'`![.[`"DP`UQQ: M^($)?6``5G"`]W$#.F!P(0%/EF,0=I!-&&`#DE82ED`" M?[!4!&0?;L`!!M`"G>`#/[`"*-,#/0`:_-<"(PA><1`D(A$\L,$7!F!?DD`$ M9Z`%=M`&*">`SW<7>B0)"*`&@9,2#3`L(:$$JC`28#"!DE``9^`AY&`9)2$` M:/8'A?.!]@%MU3<'+,(#_-<'^K.%A*``/Q02#P`N-:@F,.0)$E`"IE`!60>$ MSY=)+$!&L>$GDB`!Z=A!N#8`R7^``-M``=@!?,@!&(J(`B/`'6G``4G"` M+P"%A&,`RD8(-O`&U!<"=N`#1_#_?C/@!``@%86C`D6@`-HR`T(@!$R1#D(` M``<0@)*`AE]H)7`H36;X!\82&`;A``H``6UX.YZ`!6TW`U8P%W;H?!MP!6K@ MBSQP`8!#"#`@`630`R5P`P=0*B70!F?``-/&!!X@`7P@`CU0`WF@`1`B!WD` M!7+@`1PAG&0``<0!ST%!U;R M;3;P`4*`_P;J(P4&<`!3,`<-H!871`66F"M'2`A)\$.%,PLF0&U@$`$4(`0Z M4CA8(&\*@`870`$JT&0=((\,L`(J-8,&``<>4`,`$`?YD@!W831:6!P`@`%Q ML`)IX`E&,`<,L`?"B&D&X)*$T`)GH@/Q19/)1P`J4#@*P`!!\`#*\P0"9S@Y0(0D!`F\03.(`EO,(%H.`N[F`!QH`-Z(`E4('D0 M0`6.&!6`%0C`&+U4$ M$""/A!!8!K$#STD(>Q'<"C71*:@!&'Q,#!J`^5((\]VF:J.D`4,``#L"<-9`V6G@"7N`!=H`N M*``%)U!O`7"/%F`%9"`)7Q`'ZH,`!I`!!9!-4]$&!\`#)Y``9O@!5M`$*J`& M:!``+<`!6/!#`:`"D!020%9]+!`B.<,X'>"7QB)-:/`#11<2#E"#+I@72*`T M2!`!`DB$14P;@`.9' M!7%`!RT@!6J@`QIP*W]``W#@JU42!"5@>R&A`;"G`JZA`P[0)&CQ`&"@`R8` M!GIXJ<7G`1```2=T!&9S`0WK+%^``1#P!CM"``V+`1'0L#?@`AX@!%MPEZ]( M`1``!^KB`7T@`Q<0`BAP`1@@"S4`!R+A('CA"0-P!57G=(R`=*(```#P80#@ M=,2S+RPQ`GFA_[!*BV![L`',&1([$`1!<(]+6[6/5P%;X&(&<0,@P`)C8#96 M&[;&1RVB(;9F>[9HF[9JN[9LV[9N^[9P&[=R.[=T6[=V>[=XF[=ZN[=\V[=^ M^[>`&[B".[B$6[B&>[B(F[B*N[B,"V..&3\I0(LO:7*QP@`90#^$L``-T`"/ M*`EEL+F_Q;>2>Q]B`'XJD0(P-)DE,0`D,+HB`0.;&VY_L`>;.PLM4`$TA!)0 M8`)"X#L-D+LJ400L$&:3=@8`!S4IT`-JT$8VP01/T0,>`!RQ(BC$2#L+<4EA MY!'5MVY-<`1A$`8[\+UA\(8G$0;Q04ERRA]P,@$_P(4FX0-+,(5+@/]N*5$" M=1"Z)S$"Z)H$'SLF\ MCS`'"<``M96?LM("'R0)#W`;%/P&A`%Q#K`"&-`1MY8^)F$!9J,:#;P2+N!: M-'`I)Z$$K@4`-'P?([!W!?`"F'L2*S"$"I"5)X&#*:$!/U"8.O4_?Z"Z)Z$& M]8$"!J"$]@$V-7@28MJYT(6>M!4)?N`)T64'@T,('V!2GA``^F,',[,*(W`# ME(!=,T`#NC`$*<`%#:`'2`!>N$0%=!`2/6`%'H`D"U$8>E`%(1`"*+,`-(`" M,9``W0$#:```#?$*9D`%!S`$PV,!)```=F7_!`(@E+M68&"`,F0Y/&MP`B9Q M`D(ZPBZA!Q?00@5POBAA!RMPD?>AQL;UF7;U"A#L"0D5"7E0!X2@QL65N06P M`%E@>P60`8\3``)0"D?S!$.0!.1*"%D0!ZC\=,6@!TV0!=G)`+@`<`P0"P@` MO*:33&I0`SF@`A]``BTT`QQP`KS3`2=@`@)@!P'UB&A0SVT`&R/0`B?``0\` M`QW0!3M@`E0PI1N%`4G[!P5``!+P`B&@!T]@`JKL!3UV-GU@`QHPQG^@`3@I M"7@P/'@P!:1D`@6@`FS@!1DZA$50D$Q#!'QP!G,P!TH`"E:0S52P$P91`XI6 M$WB@`20PPEQ0!RUP_Y$``]P`<;8`<0 M<`)]H0(MH`9+L`(\C6!D2<,CH`)"0+YGJ`9](%*$D0!"0*XWT(H[8'*VU(I< M(`;Y6`%"T!DQVQ1@(`%*L`R7U M,1@MH!J><0$TP&W#30,QT`,I``8F``,+,0L*T`,+,!.PX0%=,`)\$`0JL/]4 M8)`=(@4&&2]``7A`$%B#%.#S4:S`,__8":J`$G5$'"H"M#"`Z M82`##%4?!\`'#S`#0:`!-P`&!G`!*!`'>TH(?`![.<<4SS-""R`!9ZF[2V4` M)_`+!Q`*=K`$'F`!/1`'6I``E,(`RA,`@U$3E([_`!D0!"T`!)-I+'JD`;8, M!C1E!ET:`U9P!`1`F&D0!`E^)4N0&V0@&A,0R&)P`FRP`6U6`FW"!4U0$$#6 M`(:".Q20!73@`!>P5+\3.*>#088C"0?@!%"`AH5^[B&R%V<3!2_0!B_S'$A!E&#:%=@(F M.@6%6`R':E2'?Q,7A29@>G\\1S`N(%8Z=P0@&&7]??!0)<2J%0EP`:H5R M`'\F!C*'&Y(!!@&@$'\-"DKH-WAW1\&.PQ4<9][(LAJ&"CRYYR0/P!<#1CH8HZ':,<2WL!7!`8&$`)X MD(MAH$04%7W^7*CWJ:3)DRA3JEQY2$@L0VH4%&*&S-"$@W\,'%Q70`,<0P@V M%0H#AT>#8^>4_!%@@!"$+H7$[)`FX$^%.0UR*LU))8__C3&%/@0[VB3ORY+&+#BAU2#'@I$\9``AEU@F@XHZ!!$!'D@,&$"608`,8. M8-!B"!016`'"'RC\X((%(!C@P0[>E>"%`6H_^..*KFDA2$LL"":$.K)184/.>UD@`5$&,!! M`#MPL(HPPY0TI%2#&'Z<^ M[?__.TI"&_JG@H<`\(`(+(D+*,#`+QCB"R3H@`M*,H(!V(&!%,@!#2B`)'50 M(#R?B$$,_D"#^5G@`848@=;^8`O&+ M8`RC&,=(QC*:\8QH3*,:U\C&-KKQC7",HQSG2,,RC'O?(QS[Z\8^` M#*0@!TG(0AKRD(A,I"(7R"5Y M`@$$,+\_E$$!!'!&5%1`@`\4LPJNFXPHI\DC$#CLF@XCV"><,(&^)!``+)#A M%-2@!OO\`0H;^$$Z#@&%-FS!)&.X@A#XP(LC`&L.5H@#_GPP+A:@Z1,;`,,! M;.`!/!0``AZ00TP24_B$"#@"K9%%"UD-[*%^5TA M#DA"@@&(80@;Q&:R\&W),0SA!"HL0`,_0"%G%;`%!M@3!DI@`P__AJ"3!&,FQ@.D/@/"#`!!W00!R#4I0=S>O*3 MH\P#`V2A`560P?PX:X`#6$\&/(VK;,Q<_PA+E^$'#_J#0^+\ATL?PA+_RP8V M9$J$'CB@!DN8PP5@`(%J)^&F>+A#B`Y!!R.4!-%_>($)7L#>/-C!!FSP':B# M88@"_"`"IA##%D2JZLE&V0@&X,4?AN!`SM)A"[K3`A4D8`5D+``$9?9VL8ML MV/"F`P!G.0$3I,`_HYG`:#%YT37A8``R/\@A#-4-P9J<""HO?J' M&]#%S2K_A!U4\(-TV4$&.7UN(7"`@0FDJP!]F$(#0O""%]5;LE'^`]XJ4`14 MTZ,8'2%`#PQC@!YD+`%YR`T#/M!Q86]!##10PYRZL`0[^"D.#F!""+Y`!A:0 M`PD]`!U+XK"%+O_4`2X,2(-\2AGRR):$!1KPP1B(8(@+F,$0T17!!()]B`(( M0`(3L#$%'%>#,V2E`%C0@0V$TC9;&>#31_^J`JQPKA7"(#(?_4-TU!`&-R0( M,RS<@*U`,#\?J.$'08`+/L]PAJKLX`P3@/,!^%"'"-R!FQ,(V0((%9>B@4&; MYRR"$(0@2R&#^!,64($0=J"[0AP!A'\0@Q`4\,)/%$`!D3:$&!+0GS(4PO&I MKHLN&Q#ST&.T>M9#:@'Z1#WKN?\.,O!#_",#.7`(Y.-^X24$_6,2>B!C]O>` MF60!/]`";P6!%NA)#-`&^.18%]B!'OB!(!B"(CB")%B")GB"*)B"*K@H@BS8 G@B[X@C`8@S(X@S18@S9X@SB8@SJX@SS8@S[X@T`8A$(XA$(4"``[ ` end GRAPHIC 32 m62094tom6209420.gif GRAPHIC begin 644 m62094tom6209420.gif M1TE&.#EAU@'Q`>8``)*/CY:4DX."@J6CHJVJJ;6SLKV[NO+Q\>[M[,C'QJFF MI0@&!YV:F<'`P$Q*2N/BX45#0V5B8G5S55145A55"TI M*5U:6>KIZ,W*R'AU=#TZ.;BVM+"MK.?EXU%-3(B%A,"^O'!M;)B6E6!=7#8R M,J">G&MH9VAE9-K9V-_>W4A%1(!]?$`]/.;EY#@U-"4B(<3"P8V*B=[=W-C7 MU=#.S='0T.SKZK.PK\O)R-;5U-;4T142$QT:&L/`OC`M+.SLZZ.@G]S:V;JX MM^CFY='/SN'@WQD5%>3BX2@E)6-@7H.`?NCHYG-P;]K8UI.1CXJ(B,?%Q,K( MQLW+RB`='9N8EZNHIMW(B8J+C(V.CY"1DI.4E9:7F)F:FYR=GI^@ MH:*CI*64=W>FJJNLK:ZOL+&RL[2UMH,ZM[J[O+V^O\"9& M,4N$+EP8@,&3H(\@'!#1,W$!X8$=+DVI\L9H"D&$1ELJ`(:2YD M`'(!19,5"U#\@[(`R@`@9BZ8:3)O3QLA%R[T^4'HPH\9%X"HH#,H`AE"#R[, M*``"@I(_3_R8*7#!P!7+"@MU&7"$#@(H&`(0VH%A!``,X,/_@1)!BZ`N&C#4 M8`#^#'@&S'2PN:!'2(8+!$C``)\!@P3SAQ30PR`7G)'`("[$@8=S<0B!0AQ; M`-A;'#/((`0)?R0A0QPHP`###+\!L$8&2@0P!1`6,'%%`"[0)L@+``RR0`4O M*"%"`%>048899(VAA`0Y,&&&"B,`H81@A2#@@/\+`41@!A5-+,"%"VY,%L,% M"U@00`UF$-`%"FD$\((0;E@@R`X_]/%E`1.4B,,80Q&"@!E%#'+`&4*`,$$5 M*_XA@!([.&'&`'_HT($9$R0:1P)+1*!'HA.LT<,#7IBQC2!I^+&$#A"4`.D" M?RS!A`:#W/"##F<8\0<$VO%PUR(TH'`'!6DT\,<)90@"@!D&"$(!"K;RL`"I M@H3QJB`IP)$,!C'XZH-*6QS@1`^D^#&"X)<((`@+$@AR!EIK)`, M"G\@,0P$2/:Z"`A"_,/#-BJ(\,<=<:A:ZC83M.C[NL%19PN]2]*@E8P%P&&OB'7/UA!,X31,/R]@;^H`4W#`A^?^@!$+I"`?"9#00I7%L+#]<"RBP`<+@XPV2\<`'>H&$& M^<@!%G@C!7H)P@Y0N$(J%C>(&)CAB8;0P@B(]0E"S#>'P(`!$.HH0\B$$$:U$6`'X!'"#40Q`#<*(B;N8.._%("/PFQ MLQ'\`$-_6$`/[T"`$$1!#BW_,,P"#*FV!3C``4`H9QN^:@8K"`(&?Q#"#AXP M!@PT\`)X("LQ92`&-+D+`CP@$"FIL0$-Y(L#`QS*K?3!@9B#P,`6_"""S45!!@!H@OY2AU9! M$,`#"_!`$AIPM9ENR?$'Z0./BV5A`MP(,*.I1"0=P!!A$41+0*D``3/(RZ M,!T<_R)=)"<8`"`/$!B&4Y+)`&(!()F"$-8\D)HA,\C,$")H0`)@T+4.$F`M M*OB!$%B0`R!,H`1>&`2$R?`;!PK""Q)&*Q=$`(`)2,!=",Q@$P9QAA2"(`X= M>$,7+Q,10H!`!!E(0Q_FDM=LY8(%$_Q#8*.P`&?^@0()F-T=)N`'060A#B:H MZ1](T$`A<-59E1W$"3+[APHX("'=PETW0SLN0C#`K`>>Q@`6P#U!2%5M+_W# M`5[,33%/@`<_P,%9_Y"')H"!`"F[`5W$.`*1!A=`#9VKM5Z$&+?_,,^ M!_&$DAFZ!-FZ@EG_X(<#Q4`$'A#`0J7'Q`5\4!`"V`,"%O_PQU<_068L./$( M]H4Y\HJ-4'=@@TQ#>3\%AR\,-$!`#B`L5(`-0EB&0``,I!`&-U`:#(#,!-?8/8007<5VA! M/("W7"@]MOX#"][0!%<* MP$P`.,,3^][G#LA@&$;PP"#FB0L,J.L"?#Q`L/,,L3&`X&O&*T`:^&A"%VB@ MP!'8@1C*8"8+S*!71&"#R+N0@2($0`D_I`$&KC"-WHYN`T9P`U.B(0&2,N`' M70D"VP?'`AF,2P%*$&`@`7J`!6$``Q_20'4`#"G!,:I``&S"1`D``#OF0QS0!&SE9B#0(4W!, M`>!*B:`&!G!,/\0"_=!\?T`#4C`"*3`Y84`%_4`(2;`!+9DM._D'X]8`$F9U M_=!"6A`#(A<-'94)!R0*$]!MK*`D#E!)!?!5+\`%7V4#)&`%4PD%`(`%7^4% M>V`[!%`#>Y`'+11!)```:JF6ZH(`:_F6+/"6`/!>5J>6-)@`:DD"!*"6+ID# M/R272Q1U`$`"__``.Y`#/9``!)`%/"#_/6X)`-18:9(YF919F99YF9B9F9JY MF9S9F9[YF:`9FJ(YFJ19FJ9YFJB9FJJYFJS9FJ[YFK`9F[(YF[19F[9YF[B9 MF[JYF[S9F[[YF\`9G,(YG,19G,9YG,B9G,JYG,S9G,[YG-`9G=(YG=19G=9Y MG=B9G=JYG=S9G=YI"!0`6M\YGN3)"`AP`^69GNJYGNS9GN[YGO`9G_(YG_19 MG_9YG_B9G_JYG_S9G_[YGP`:H`(ZH`3ZF3'P3P6:H.R)G@K:H`[ZH!`:H1(J MH90VH19ZH1B:H1JZH1S:H1[ZH2`:HB(ZHB3ZFCY3HBAZ"R:9HBS:HB[ZHC`: MHS(ZHS2:G@Q:_Z/'&0,WZIOBB:,^^J-`&J1".J1$6J1&>J1(FJ2J58FJ5:NJ5^J5@&J9B.J9D6J9F>J9HFJ9JNJ9L MVJ9N^J9P&J=R.J=T6J=V>J=XFJ=ZNJ=\VJ=^^J>`&JB".JB$"@PG6JB(NIEU M$#")VJB.^JA0:F:0.JF46JG]N7&6FJED&@;UJ*GS*0?L!-+`'"^!7TQ)\"]`&*H#_::G:GP20`A`,C+!+]H!MM$`5<`-H,0!150N%5!:^M+OD#8 M`0L0:X1P`S*P9$=0!@O0`0D``F\`=H/```O`!!HV!RF0MPL`!L,P!SN0@"^[*V*P2\(2-8JP1=X%H=C"6L-C/HV<,_ M_`(!^U?0'7HQT#96\#5``0'!L M@B!%"_#`A>#&*/`!!%`";,"`<4`$9&"[]_,!/W#_1*@R(P'`!5=0UJ1Q`06` MN12D!D%=S5R5`X4KKX*0`UC-!0(@`FQP"!?@!MQCNXT["./4`VXPPR+)-^O; M!H12TF_P`B#@!FU0$"H=%;9[.2+P`D6`QF^[RE%]`6U@!B]PSZ&QMF!P0`W@ M`?3<3H0@54IRNS>0`#:\U(?PT%!_<`/ZRVQ.$8KY8"H!T^#/(\M*,``_D`IXK.BWXI)5[+:1<908L`88 M<-,+L#D]',J%P`,J/EGT?`@^;#8S;@A&<`50H`%CL`#_)7%Z(\,X550_0`19 M4-3TM=LC5[A=9`$>D`59\,PHT*..Q,DFC.%*;6S.!3F^8@;=YL(N2\8;T`8+ MH/\$2`GYD'F;C;+,N+B[!D"S``)T8`#8ZS7!5;%%$8R MYD,!/%`$=/GG^DW&#Q`&%?#`[304P(-8!K%3#) M313R(?TNB9Y!,K!Q,6PVPOZ_K)8&094M4D[3G#P'+MS(L/P'%TXL8`!PE[$` M;>9H-%P$6-L&B(3&!5$&XT+N@1/5TRU*^SD##(J]?T!FYB((4%UE_VMM&7`_ MW!QI1"#?32>MJ`SH'43&?P`&;:!I%?W>38W&D]7PH`7_`Z\R\6>VSN:S`3)` MU;VQ`-M0Q7?Q`6.,G@SP7SN`QK9DNW62!++@LW1F\+;0(;`Q<+9EP"%E<+)H0%&`L+#@&$$WFL,GD1$`M"282[ M)F9N>0(H"Q!A`1D+/S`.'F8+_R-)#FXH!;M+,C\Z?RAF9DH.?6YF0']0<.(8 M?R^^#N9]?P5"W&D1<1G<0$!F/R!P<=UN^.%JD!%G#9<8NU)@0)'&P8LG!&.\ M6"91Q9\=7*9(UD%@2@?)F"/T(&0$\Q0&A'IX]DRB+8T(#O:H2(&8"A$I!`+0 M&)`@@/^-.21()`B[J\H`0@F""P^^.8=P*W_N#$_`X\^3X4EX/"#>(P'R&Q,2 MY.!1/<&MP4%QD01"F#D^AA`0$0-P"IY99(3"P0AQ9S?;#`#'>H*<):#BS_T&9;2Q`T`2MT MU2''6XE.\-818NRIZ::[E*!`%@%0-"L4-0BQ0`ZII%3:'SUXT`$7679J[;78 MM@6%"#4L<,8N(URA0AOC[:+#&0N`T)8"9L@@`IL]F&+&,6:8Y2BD:X%P"@9* M@`!"G6V,L8`;@*6P@`4=L+(9%S]PD"@)-#3#RI#95FSQGG0H88*^"R#QQ[EI M/&`"1[K&L8"Q2@+A!B&)`A!&K&&N(L!:NZZE@PQL-"##`H<*\\J7M+5+"`P+ M)+#!#]X07<(?1"L@Y\501PVDOFG(_]"GJG.LN<`81A!T[@*OK*5`*RS+"L`" MCLE,,[Z[?&`&&\+=>>;/"Z0`)P1E)Y#%`C+,<4>U[RH@]>`1;D!X?5R0+.@/ M3]#1101`+)!&KH18P#=!5D"1@!EIE-WFV1W\H?:]O.ZB!Q<9_,#;66#C!+:^ M%29JG#B&[Q+XX;CG#F,2*.Q`2`Q*G(R``P7T@$$X&2,`.'<,-5;@#*$(1@15<80`0@$(=UM(#/"P`#LI: M0&G`YPLEN/\@"*Q8@!Z:80:$_`%[0.B3$MS`"AZT@'Z'2`$!(,`$".PA2A#H M0@'ZM(8KH$`"#S"`)190!M_@<`0%3*(2'Y2$&`2%+6'(@A3LU98-E*D!!+%B M&))PHB5Z\8M@#*,8QTC&,IKQC&A,HQK7R$8Q\J&-<(PCD&(BQQ@AH%IUS*,> M]\C'/OKQCX`,I"`C1($C($$!`1"!(NL4PA`"P5TB(,`$,C7(2EJ2+3<8@`HP MD('(L<(,<8@#!%1`RE*J@#!P8"0R7%""\USRE7ZT`@`N8#)6*$$$*AA`%R9P MA+E08`(@X(((FO$#*`@(ELADXP%H4(%H7,$%`B#"#I*`@/<\80#_?L"%%)+) M33/>80*G0K&5`Q!,@0L.2(,_&IF!PS0H`TQHU4(WBB<* M]*```H!`&^(@A#-X4@E-D``>/"F$402@`4@(02_[PX8S9(.C.`42`A2PLT$! M80LK(%HC0\@-B0UU`5XH`"7QLX$%U""G4-T1'8PP!F*Z@9$L7``&H$`#`TQ@ M`CJH'3G`]E42E*`,GRQ!->U#`3R8(4E1[>8&UNJC`-ROD6F0P`XL*(+DO65O MW=N%#Q1`OQ^$C3[8>VJ.D(,M!+AR2P<@_^@?Y1"`/FUB#P)00`@V0(89Z*$` MCWT+G`S0ECM\X1B*=0\1S``!=M[H:=:B@QU0I*ZX[J(`[^(;%YA%"!J`0@)= M?(L=F(`"RK'%"&QH`Q[10P4V`"&XMHUNBHZP@C;\8`L>(X@3`+I-NM!@`2^( MR]@HEAE$T!S`$KP)/%!7YQK#A43T',""M5VO M@#OT@$254+*/@($;=N!:N22JOW#10NOR8H4Z07C`&'X0'<@@SS3$=Q<@P(,, M-#J7`\@BO'(Q1!;RT@,8*,%W&8YQ@W2@`A9ZH+YS8(`;7$!7NKQ@`3!(*%SL M8%+]SL4`:?A!>O]ES&0"Q2`>9O"`6'=Q-C#@Q00+\`!=2(`_O.S`#7C(;I/' MS)\GS"`#37"#/0DR!PU,V"[ZFL&:Y1*Y(-S%$&L@,9GW;)_[,@$-;MC,6L"P M``7,UBY)&&E]WS(`--&A+@F@'W#Y3&G[V.$"0/B`'B3`%NQ=F"X%P`,;!"V7 M!K2A#Q^&RQR\,+``(+C2L&8N]RK`!"$3@@A*\`)>:,`$(#Q++G=P`!`8*Q<$ ME"#+5(JULO$RARV8@0-P2-,N;H!2O-S@"DJNRYF<,)QK`#1/^(08PZ)Q=C!"/DLOE"2Y(2US4D+`U``OF M3)XI?7J`M`GN@@QFN"E=#+``("QY+AUPPXKA7\W$/9E@+#/1P;[@8(0YP6#A<*#"V"H1V+3F`@!F@,(3%NT@.K^9C M%?+A-3=$@"X*$,(5L%B7'?P``^$F"!'P8-C4_YM>[%P(Q;VX`)\X,(&*)D>! M$#Z_"SF0`1?(__WB$[4`OS[JZFXY@A*N4`6['.`'(7/+!I35">F;7PEN-B$! M%G!TC/\@#H&O2QU<8`;2MF4`>'`#>C.0(0VZ1@A\%WWYXG":%Q<2\`-; MMQ84``5F(`3SQG_\9&0*L@,+0``2H`2N]"@VMQ8D$`]S1A?K-Q5L,03'Y@"W M(H'2!P!*D`-44'VP4&AND01,X`9^11=CDFYLH0:W<`*.IX*#1`$R9R%GTP!S M\`/=0P'9QA9:@`)P\&MT(09L$'<$004R4$)`R'\`(`,QX057L%9QH(.P<`)< M$#P^-Q<(P`1[<"=KD?\"2J`$4)B%IJI""AB@+35"( MB_A[`(`'O%$`0#`?1B"#/1!"VG,7!J`A;!$)^YL0# MFO``/*`LY*@BO1!:)6`&)B!4*/-N,S!E!Z`"8(*/?90`I<,""S`%,?)=VOC_ M!^1C2X4G%TX`<@01?'OHD'L$D;M@!@'(%H$%(GGP`VO1:*RP!7@Q`%"P%@5@ M!F@GDGQ$DG]`=2M6`!?0`="3`"I@!AK`!O;W!U(0!Q=B@7/6`T"``V\1;@$`<(>VE5Q9.N`"!`!PF!1!*!`$.\`9OX`51D@40W)`!,S`#9H!?9G`&?(%#DBHEDUJIEGJI6RH".%0! M>W`!%[`'$2`!*W`!&(`!21JJ2*H")U`"37JD.7&B'!4`H32K<>!*`'RN``&9`!$-`'0H`"=5JLQGJL$D$_;*HL=5(8%^$'&H$:%X$!>X`!$G!J M)<`%)U`##L`%`%`"+W"8`*`!XEJNYGJNZ'JN1*``"="@1%``!."B[!JO1D`! M-O`$@5<41I`;;8D$J[.9A*`#`+N<;41S2I`E-G`_;*`$!/@6$&":!&N+:,`* M:>#_K]BF!!G@C6T!)Y\6L2I(!SR0@5EV)JQPDW(A!VG@!EC@L;9H!240#4;% MEVQA/WBPLBR;4S'P53K[@X00`!J@B.A1`#LZM%2P"RP```X(/6[Q`MK8`'U2 M`9=YL]U$`Q.'`8^ZD83`:M")'DEP)CLP`9%`!FMA!7B`!QWX!R1@!@%&"#D0 M"7#`8%*[4#BP`"%@!V."?6M1-'=1C#%H*7+@!YVY%G=`-!I@:P&@9X1@!T2@ M+$#0`8H7M\CT*(Y0;]U5E[:V``;P,$&M,R8)0`&&(3HBP`&QX@$.T`,2<+H$\07FY@)GIP5/L``]P"[5 ME`8STP%GQT)?I01B*Q!?`#=])WI>`4?!@,_ M@+CLP0-G2Q=F0()W8`!MX`"`,@>@E1>@>",]0`(!``8KT`$3S00R@`$6``+N MJ]T$,@'8MF0TX`:T#"%F<'4?8)N$T`(;[18T,!!N\018RR)T,`$?H`!$L$DP M,`89,04[L,8`?A\34%&41P@N4,%&VP`"$@9B6R9/%-<\0%`/0`1$P!L#P`:$ MP`4\T``8D#QAH`(0$-I8G)U_<`$)4@`'\0<,\`99\`)R\`!@`5"@+""V+:`"3G"Z M%N`%:2830O`#*&"UH?,%;:``;M`F$W#>(Z#E31`/&T`_:3`%0-`&,2`&,B`% M5I`!>C">)0GD`#/T`"3U8`,7`%3K`!3=`$#R`"9\#B,K`' M!Q`&*.`$=V`(<"`":]OF`S0!P\T%,O`'7M`#IOL'&]`&)/!O?T`!*Q`'B*$" M+D`!?8`*9S`S:``#">!&Y0M'D@X27YUA20`;I6;L`B M`!52`IC^!Q/+UW_@`.B0`PM`>Q#9`/SN[TI$`(XA!K=`#<7^!RG@`7YL%`WO M`6*0!&Q0!0XP,W4@!$W@`..9\5C,\35O%+GN`H MG706&"0X`&94EPII/!,X)R>IN[R]OK_`P<+#Q,7&D$\+((5#2CZ7)P[,$A'' MUM?8V=K;W-W&="MI`@(03I@T&1<"'A4'WN_P\?+S]/6A/>[V^OO\_?Z3!W3\ M&TBPH,&#"!,J7,BPH<.'$"-*G$BQHL6+&/\S:MS(L:/'CR!#"B,@LJ3)DQ'O MH%S)LJ7+7G+"O)Q)LZ;-FSASZMS)\^*CGD"#ZC00@[R#^)T",PDH M)5@P7B(4(6\]D5G_8$Y3@_K6!/$:)%!4H]Z!DR1QQ7:5$``$8!$-H$09$=C6 MB1Q7N"&0?U!DLX(;/$`B@#0(=A*#'%H!P,8E"2_JS#20%QD,"0!`LH``H!9C2I3P\+!"#)!ZVZFMF@_YR( M0*)"0"P0`BA^F('I/@TL8(0D-V%B0'#;+*!S(0*`6?- MU(&!KYE`T.%!90#JB1L_5-)"#1@\^\[)FL.0C^=-"0#T'PZ,R@D1K1\$=PN? M]$H)\%O'8T+=D@`@`>Y;R2!$(49`X+1_9N1'$-P>=V+``L]!\H`);-C]SA0+ M$!])$R5`WQ0""S112`H)++-)M>;[P[TG.RQ0V!\W&($,+%"$>J#O!I(0P77< MMY0:**,0&Y`))_`G#!9,80H@R%(I1+"``G9B>2S(`1?8087'S6,*9C!+)*X0 M!`8NQ0'P"04%?2&'#ZS!#&I;@!LBH(9/Z`$"]B.0H3S1+`C`(`6'V@<*):$# M-E3,A3P!@J)D:`8/\N+_#GU8@!E.D(0B6($'$$@#BSJ1Q06TX04T,,L%%H"U M20@![4ICE[.*!2D7B!"J`H%#,8"!08<(,6>H$`(2Q``QK\@PD`M(G( M*4%M5SA#&MA8B2`0X#.&)$X*,K``;`SR#S7(0"(MX8`K2"(#EUL(`OEH#( MZ!DJ.)C*5'S@!Q+\&4IWI@1,',`T;MB#`"(`MS8,0!-RV),;9D.W,4\&\"D2.2I;);B*N$*\P)N8X!LU+8&`1)Y@&5H`GR<4 M>@G3[)$2$C"#926!A"S"83&Z0US_,'"%568"LGP5K?]6=<+5_WE"0*:$Q`ID M`,_EO8D27-TM5]LHB3JMMA(1^(%Q"_&`,SPA56#P1)RD&@DJN$$&[;F;#/1` MB3E(P2B"+<0>E&"N:J5!#Z.D!&3)`(<`+Y<@.!``60NAA@8XV,%R,T7_G-L) M$-`G$FJ`P0+_8,A71F(,*(O$=C.1H^]2`@8+2&(D3I""#8BM$UCH8"6TJ4Y) M!$!UD,@!5\NP@#5\`1(0P/%\%A#5CXY)"'\\<$((X(9TL?5#(A!`8+,0SPM_ M`@,KG027=#!,#T."D[MMP@],:N,%,,P2#YCF&"/Q@`N(=0P6VL1\%GQ*%'2O M$E18``X@T8+EM6$%.1(+D/'_6`B'V8E3YB&"",B,(`[_(#-*>!`I08&5*Z`"'S/Y#5(1]"0OTC1*9W'`DPC`#)IAASYVX M@AD>'0D8N('=E-`U$``L#]4.XKTI6!Y3A#VJ(``;\8`0Y$($))>C#Q`J!``?4L1`R8$*$ M-Z&!_P6,B1)JT,X/DBP)8!5.$D2('R:R@$-!4X($2K/,M?_0O\]V@M4+9L&# MHZ(!!EQ0"@2XX!2PL(2DY[`#%I@"$;#0!3,PX<$-V``$E&`%+:A!(+H#W";0 MMP"T4GP>)/!``2)0#58S802Z6XT`1)`$&UQAY!FP@`"F*Q<,0.$&'8#!'?RP M@#=$H'-_T`$$@D:)T^X6$RUH@\\M<;$P&#.M:O.#">_@`3=4P1(;<,T"8+#F M>9_!#5WH`'V*%HD[3#,%/,@?).:@`RHX..E7$`$$()`V+<9AFNPT@Q(>R@8F M2$5M#PU_^/'[4+6A0/4_8`,*T@`!U>=U^O"?O@3&$8`!./]8=PZ(0@ATH.V_ M6T,#+R`''5`D?P`![=,<4_``9F`FT38)E!8`CS($9N`!#N``&O`'_W)ZF(`$ M"^`%G>`'CW=FDW`$"_`\,G`JE9`=AI1>D9``X*9BD2`'9_`EC^15D5`Y^:4V M1!!GD/`S'0`!X&$'(3"$8"`"(@`#JJ=%>$$@`?0`$E8%#.:0V M;0`$(E`"']`#(!(=8)O\%H MDC`?%;`GZR()%*`!*?0'T9)9D/#_!G&``)RT`B;D!,0$<#KP`7&P`"H@!Z&B M!#80"3W`21Y8"#'0BID&"7+P2%`@!TD`!ACP2#GT`WT0`5`P`06`&"$0!T`P M+;3H`76H-DI0`CT'<'\1B?.#6G*P1CGR/)C@6>0F`@7``2.@`BH`!\.D-G$@ M`@-P3G\X#$&P!AR@,838(S(P!;VX,:#A@->S"%ND""/P`!FHB2!S"71S@)CP M!&F``D,0!690+)"@'`R"/A[&=.V3!&N$`B$36.!6`P!0`QRT`":@0IXU`WGP MA%XP3".P2UW@?1?P:"P``*J'!]NW>WD(`A/0`Q-7"+DQ48!I) M%`93,$=XX`(8H` MTP%F($&2L$H]8`0I8!H88`(\0`,Y`'?LV9[N^9[P"7?V]P$,0/\$]:D`)E`5 M9,``X]"?_OF?`!J@`MJ?:V4*,/@0-#`%!=`#4U`$5*``#)`#*3``)G`H"E`# M5%`$66!"!5``#:`W5"`%U])@#L92D,`#X$D)=L`K,I`$0SB$?!@"5-`#$T`$ M;B`"1:D`RF$&#%``.Z``>O`#7)"C6-!-4I"C.0H$,X"D$`H#W?0#*D`$10D% M9X`";+`'`6`!"@``'>`$Z*@!F20#Z#BF9(J.?95#;E`&*":F9=JF;OH52C.F M&*`"32!07M`$<^H'S2($X.0'$`!.+N`"TR>-:?`&@?H&$/`&G*0$;'$%B%H& MTP0#;^``DSJITZ=%,$"IG)2I;_B&,U#_@4*``C+P&S@T3'@1?GCQ`T``!#]P M!?46D1DP`T!0@7C@`"Z@FQ4H`Q7H`FG0J;[ZJQ7HAKZJ`0Z``1K@!PY0`4V@ M`;F0!Q>`=AJS`F@W!7G0`1=4`1T@`&)W02_P`F+WE*2@?)GQ!!Y`C,MTKLJD M-C^`KJTXC>>:`4P0!\,T!F?@`D*01;Y651"PEQC0K_WJ`!?@KP([L`1;L&50 M!DU0!OZJUJ98:(0>F-@5W5@@LT%=^@$VEHJZ/"`D$L`!I M@$!#P&/_V`L-D(YN<($UE3$#$@H&T"QQH`(!0``)P`#RN@!`@`;$20E>0`$PI'>YQ@%0&Q%ST%=N`#(`,`(PM``G<`25 MD`,!@`6WIZ)TTP:EI!T]>0I MM@E)D`<_X`8K4`7$!PEVX`)`<+J60`%Q^$F60`>]%[F[T'_`8``7@$/AUP2. M-0I4L`=`<$2\0`=)0`0HI@1Y0`3)"5YN`(I5\@$C8'\[IPFZZPL99W%4,7G)R MO9`,*C"\FC`')0`'&(R_%Q$#$Q#"Q",'(>RS%+"TOI`$*B`"6Z`"1O!$"#`` MTW0%8*"^EI`%2A`\H8:4VR`'K?@+(J`$<;4)H;*V'FP1(#!))2`78O`>)9`# M)T,,)R`$`:!_!M`&5%(((Y`V;4``'9P)=[`",@,/K7B@J)!TCMD)J4)T1^P+ M\,0-2^`&Q_9E*/)&O&#$`M`&;TR]?W```8`7*X`$3]0)%^,+!^":G>!NX'H* M=>``3&#&F)`J%]C&&@$%;?`6(+!@`&`(@A0`UO@!QUR!Q:@`1HP4510 M!D9@A%1F!&8P`^3(F2RS`5#@!E=0`A=P!AD@`F%0!T3`!B/$'W0`+&6P!D"P M'2"0`6E0,(6,`%[@`C#P/'F@!,2U`%T[#&P@!/"8"M*9E?6T`"C,S!*!`3WS M`#*P%PA02P788VA@`3SZ!R*@`2Q`!(JR`DT@!C9J`&FS`CRP!6TP`4<@!%XP M`4*2'>[2`]%&9'ITB=_T``R,V%_,*>2X'@BX`XTT&2Y_0>3 M73*A<@,3$`>:_0,MI`-7P$,_1@07L!\%5-KA,P=V<`#``$V`!5O`>#$`!%S#1PT`WCNL+.P`$,O"T?X``8/`#&2"N^@T140`' M?3(!PF+`&2V"R*J`%6*8+&@`#39!NAJ-O M*/`"/Z!W8_T"$7#)!W!#?8`$<#`T6LX$0G`%+Y``ZQHG"Q*O6Z`%'O!0&E`' M:1`',"!,GH0"'O#%J0`":2,#!)"B!?`&[$1Z26[_$78P_RWZ]FP'Q%L,U&A16EP`1>PCA@P MP)M.%U2`G1WA)5:5QKP0!@$0.3DD`6T][F@Q!!,W!SU'91QA&M="!P&PS+_0 M`@E@HO)^($F7`2EZ$0O:;0[*!.H^\-J@`^_;%'$R`JT-$36PY3]`3PZ_#73` M!VA!!])X`><[$4'`!B(P7L`P2QN/(.AC!B.@`U&PC"L_\YVP`U"@`AT`.!M@ M`2H@`330`A[0"3_E`DW@_P5G,`8C$,R6(`'2H`#D!@1;GNTT/_6XJ%(U,,(3 M``<,H`-%H/&:X!E*<`1=$"="?L,SQP)@8$AN0`8"3_5N+PGUVF^C@"PMX%>E M<*;+008),`27\'-OO^G]PU($\"85T$.=@"RI,CUJ(&\;`'IA$'>%@`.2Q@,? MB@ MH")+0`4>L`,94)]'\0=)(`0EH,XK0P%IT`$$P$S3>!3XM0`H8`%2@(X\KP)0 M8F9J;G)V>GXT$5SDL(HAR"@LL!G$X?R`\.68U`2@8BPIN)QDB67])%U<# M'V1P`0$+#`I,1@4&?R,9?Q@7B%!Q$R!F)R=7)5%`#B9./R@9/PMQZC]F9@ON M9DIQ/^KU<3,8&"<1*R/'_U0F"!PHL(46!`B6W/D3IH@6#N,P"(GC9L&[."XJ M\*`#JJ/'CR!#BAQ)LF0G-P)&%$B48($5"W$4`;BBH&807#^63`B32(`#1"?> MU%1@H\@9-UZ2_`D@+4,-1!VP3=%CQ`B!!'\R2$"4(4#_DA1F!B;X4&"'V0)? M)B0@*+`(29T&B*A0X0&=$@TI%IKOW[^``S_J<*8/1T0M*-F@QT(;+TJ8=$#F1"EE1!A5<`_QI8$;PI0=!WECDLL&U[=NX M<^OV:\6-%$4T%DPP8B9"B!M0C"SP$V*"A44FE!Q.],(%SQ0+FH08P<7$"3HO M.HA9`>2.$S-0D'AP@X7%`@\I*CB@P(2+F!9`1HAI(#R(G=V0/*#'>Q0`:*!( M:ARHX(*;W"&"$8E(MH`011001SH@_&%"11G0H(@">,PP1A>)-"&#$#!`*$$\ M%>B`0P9"1)"$$QED`,,<3@!1_P8##BCPAP(U:D!!"2*@@`44$6QAQ`$>P$#` M'`PN"U03Y9589JFE)[4E@H!`#R"BPP0Z)-+"!`@P0D>!D-#!PA&*'-)( MFEMR$MP/=-:IYYY\]NFGGE58%,*?A!9JZ*&(AF3"`A`DZNBCD$::J!T1+/"; MI)AFJNFFNH&PP!5LR9BJ*I9=KNKJ2`\HD48=K]9JZZV0S@'' M`BG@ZNNOP-:I7`3!%FOLL;GMR@*RS#;KK$A8+%#"L]16:ZTE1K2109C7=NMM MMV'`8,9-WY9K+K,.+(#&N>RVZVNZH;DK[[RE!E!<@O3FJV^DV%V1Y[Y_D@#P MO@FTH__4P`@GK.<#9RS@H<(01\R@!@L0(/'%&.>&S`H9=^RQ7T?\H`>W'Y=L MLD=S9.#&P2>W[+(F`%CZ\LPT3S+``L36K//.B50Q`PR-\2RTRW?``,0$0R?M M\A9F$*'TTR7?X087?]K0$8B*'WW]9JH`7@A!=N^.%JEOG'H*#X0"OBM\KQ M3",W*,"#(C$0X*-@'X1J!1$I$!`#(A0,P$"H?\3"B`(!#,!UA`'TZD@/->RA M0A-@"/S'!R/(44$&!J`A1!.,W,'`&S!L`44#CG!1'Q&\@$+_`1`60]Y)#&[_ MJ0`<_R:R@AD"*,*`MH*!<44/B8C`A!!I7$X!%%SDT2(B'&0P+2X8F+$Y(@_\ M(,(.CB``#%3`@`D4``8S0`0#+K`!`RR`!#SP0*,4,0<-0(`($PC"!;S@B!RL M`0I'D"`H2&"&"EBO$RF8CI^\L(`J.*(/X5/$"J3QES!T(`-Q0!\B'("51'Q@ M@DT`P!^,X`(FH(81`'##&12Q*-4THB5H0T02SG"#12P`*Q9XP8F- M.$((0@4!SP!@@G.8@!L1<0<6K!$1='@"#12W"#5@8`,_,`$B>A`"+3@D!`U0 M@QV0T(!E_6$#!&A!`Y#PBP:@[PL-&-P?=-``&OCM9&3HHJJ(4``!7,&8B$"" M"J0`@QBVP`G`<`(5W$$"?4C!#Y"V M"`8PSP$G0/_$`'[P!B,PP`T6L`$4($`"&60!#4KX61D6\($'>""!1GC#3WB@ M!"-80`@J9*.!TD""#RQ`EU#10P#`L(#P\0`((&!`C?X@!3/`H"L*D`$()``T M*+R`!$I8P@`R@(,=B=2$_?QG(J0`@L4(8`)QX``B[%5%03:B`@KHP0)N`@4K M4+0%&1C!!D9@@@GP2A'_"``5I!#23):`D_PAUR(J((0"D3`'`276""`PAY4& M(`)7^,,,GD*`670!"!((P!JF("4'K$`%>4@N(DK@@3\@8`P4$&T)-."""$3A M"F7X@QR8L*YK(*(R,AB#!4J0@5:I%4!)T$,)N$M),V3H#S((WQC_(`L%:>B` M"2((P1T\((,*"'0"34!!,\0@A3:DH`MNR4+W*`$`)1`5MAZ.`TJ7XB]$,)01 M&%``!2`PAB>$CZ(%D$XB8@"^#S5A`2^(`@=JNY(5')[R!S&8`:<0 M,*$3('"$!=2@)AE2`@-V]P,QC,`#0]%A(@R0U#_D0`EP-8`2:%"`*;,F!"!` M@@W^``-39&5=7)A,9?P;@CK_1T\LHYL`F/>'`;3F#QT&[A_JN($XK.LS7(DD M&T"9N@$Y@"@E*)2^,'K M`+P`?"$B%TAC0&U]I`).WJ$-Q%-$#F[M_T0Y_.`Y$,"I`R`0@@4`,!%8V$,# MFD"LT7QX$1;87ZV]=X;ZKF8!]L6`FS/Z!S#(^2=-0\0!7'U?W3PAUW\X@`R> M4H`%3*Z._8LD'K/RG*S$2PQWH`$=.."&%)!E#EI;W(85$4A%PL$M?[@#G6I@ MPAKD[`2>`74C1OV'.)0!2AD0HA46``4[W.$I=S"#'J3Y!S*806PTX/$?;KL( M3Q'AS@1PP1\L`(0$-7=9$-#`'VK0*!'\LP4:((`(!(OP%OP``C=@@':+3`4/ M*(X"GO)!1!<0<03`00!HE@7P_8+7107"!+($!`P97C@-!/@+PBP_P7,U`(4XHO:&``R`"5RX`2' MV`@CP'Z.0`0#P`7(]PL0-IL`-($P,%0`0#R0@1D(Y@P`1%"`$L8`0S<$TB$``"@!E< M`7?XR(C(L`!.D"8JL`!3\``B,%(C8`804`1"L`!]T`0V,$`K`)3>`B>20G()\`,F9)*(L`#V))6(1F\# MP8E9F0A^`"%_D`<.D/\%)?8'5V`"`B`#B4!1:*F(`C`Y?P`%4P8#3[D`&4*7 M`7`%`WD&)U`U``;I`&*#!BR\`$$=0!?N``#L`%"'`" M,/0'6``#'M!1U($!&B"+%*`"ZHD%B3`%#H!3R.8`+]6=!`HLVE2@")J@"BHQ M2+B@#MH1!_J@$CJA5S,'"?!*(D$!`Y<(!`@)3]!9J9,`K'D'"7"AB"&B%!K_ M*20```.:""O:922!!F:0CHU``AAP!B[@`1%'"6GP0)Y0`4P`!Y=(`V8@`Q8# M!NU`28BP<5JV"#O@#DPP.`10;8L@`3A6!$\``R\@`-67HH_"`B^0*HEP`T+@ M!X)&$G+P5X_@!'U`5&H@!!C`F9)0;/?8"1BP`!Z9DEA!`GY@!4W@!HLP`B@` MH(N@`V?P`!M2/Q;(X*:$+`$T[079-*J0H`!-QI0:&F`ZO6`AHJ_Z<=8$==0``&TSD#%X`%:Y"?"P`G!3:TG`05;'`' M:"`5`")12OB``#;,@^$&!Y1R`$]78$DJ@(,#`!:E`Q1``&(M5# M'C<'$2!S?]`#*A"0+/<(&[(0*O``-K``.4!9+;$0'X`'&X`$%Q"J@DLHQND[ M::`%>:".J+$#(?4'0D4"K(&I>SMH,71*B&`"/U`6#1`$"0`".["3@Y*ZC7`" M2H"7?U`&/_&Z2,,:@W8"`=D`&X"JKQ839E!`,2`'/1`'4?0(Q?L'>P`#7G`# M.B#_L/UIF'\@`;+S`&90/8VP`VZP$!*`J4W@`2>@`_<[!1ST!PYTOH9BG*3& MDAY2LB`0OP/@!D;`'VMTOW6$"/K[!UF@L(@0!A9PG_#X!Q%@OHK`'YV&G$J@ M&L&!-!_0&A%&.DE0;,=6`G/S`V0@13:0!CH7O1BZ""$L6A(P!P>025U"`5J+ M"!=PC!#0OHJ``'!"!QV@PE"P1J+U&RV1)@"`?%F`!T!<*$+,9LBJ`CKW`&P0 M21`@`G?`'V'BQ/DK`P-)8P]"`GV`!68P!'VP`%ZQ"S_"`-T#!3.P`P72`XR+ M"!LP"[(&RTG<`0R``7E0;'[P!48`!,]0`:`[!7#``F2`_S-3``-GJ@@&,`,F MT`)U<`5!$`-3L``5T`6QF`!0L$0<4`(PP&=6<`)N#%M,H'=I8`5W0`9N644S MT`)?,'P=\`4MX`90$``P,&65["=8X`8R@%,#8$\78!%SDP#SUP<>L`0L4!&= M[`X_0$:P)P1"``U&&``Q;@7;^W77M,% ME^@(*8`!'N"`BCW9E%W9EKTSS'397BK8FMW9GOW9H!W:HCW:I%W:IGW:J)W: MJKW:K-W:'Y'4KAW;LCW;M%W;MGW;N)W;J8T`(3"\'T$'OKT)3W!GEE!G(6`# M=?8$*K1KM-W8?_``L/T(%(`&*."&?S$!%1".G#`"%3$&G3`!&'5ZB5`_:P!7 MGJ`%"_#%E5`"/_`#%W`!+F`&>IT(#D"??U`':57:5F`&[#,#;``#,/`#FRK= M=\HX@K$#&>#$15@E)YP`I^,:3.P M`*S9"4\0W!L^-QRZ`FXP.@?PX43."`]@Y(Y``7+:L4E@ARH^34'."!<`)S&N M"0`!A<``Q8@B6+`!&XP!D[@6BD@`B(@,':PE7"@O(H0!7VP_PUS$`.OC`$= ML%48\`,A4)DY1PZ6Z+ M4`5"X`)]@`(\`9I0`SP`,X M``0[4'@H\`1$8`8K,6U_0`#P&!PWH?\%>!`!+3`#7WD'?0"TB7``,!!)!58' M>FS2P\%@"DT%&R364NJ<(GJ)9=1]N*J#CB1`"(`X(?X*# MA(,0?W)L)A@D"0L\?R1)*S].@@L)?RR82S$!:7%_$T`??WYY@G$*?R);@BH8 M?R<5H@LQA2K_&84F"T]_#AI_6694PADA@P5F2(0*NB$97(+04'\04X79VMO< MW=[?X.'BX^3EYN?HX@Z'@CF8@CSO@UG'M<@!2@<2>]LV)R]F,AE9("B!&4$8 MO!1:D$*0`P%_G+";L"`$EU""P.#Y(\"!H`@_"%%IPT&0`C,T_L!*ERV"(#(+ MH,QQ5$33&1!,)%S*].#=FPHF,`:(]J;8'U6L8+R*=2<-!@@,LDG0-<^,I5\B MA!&+9*;:'P8W\&@(\V=`$F=_[GCQ^!7.!&O86,J=2[>NW;MX6:XCA&>$(`9F M#A!Z48]BDC\!KE`(T&:'G00["'E98<5,EB<#_]0Q*.<.E\8A"ICX_\/PSQP7 M+_[D@4$!`8<%#Q*X::`)1C4++N;\N?!#MZ`[&)S8H;,BS1TY?OIHH3'0@2`IX,,'`"0M$,,`?$BR`@0@B MW#'``C#L$8$:'[0A0`$3]/&"`BY(@<`(0#@P@B]YU6CCC3CFB!<"3LS0AA1# M"&+`#U@$P,0JA`#@QAA0.+"`'U6D8<8*-LBPP!A*&$!(&FG``(0;65CAAA\J MW#`##'W<<($9"\R0``!Q"!%$$T`(T<(.9O^4(80,<8AP@PDSB.#!"7^TD`$0 M37P@1!Q@$(+`&1I,,$(*4U0``!([Y&K&&$@*0@`` MT$++@*9_11MM`8+L`$!4@A0``+;5#L(```\(4HP-G^JH[KKLMJMC'1/$.P$% M@R`@FGS9]##!!O&V(,8$1_3P!QWQDD5(##<4JH,@.@C\APYO"?*`P]PD83`A M%$QPL;LZYI"!`O%ZX$?/?M]]^`!R[X MX(07;OCAB">N^.*,-^[XX^FP#/GDE%=N^>689Z[YYIP+4LKB2:3;^>BDEV[Z MZ:BGKOKJK-_5`Q:MQR[[[++G3?OMN.>N^^Z\]^[[[\`'+_SPQ!=O_/'()]\V MP;?418?D.(;QQ1_ZXI"%HW5D$P,"+9"P#1TD!$`"'830`:X@,8B^#0T$"%(' M`>(G$T``%>0P"!6T*>]['4:E0P,*`T@!#8PP!1"LP'Z$^)`0:#07`@!!_T=Y MB(`.%I"K&0PB"%?PRB#F`($`C$)MV;"`!T:0`3*(!"-_B`(*J**-`UP@#9\K MPPS8H!U!7"`#&,A`Q`R@A*SH[X?>,`$*&M`%#TBA`0UX0TD(80<1R`!?<[D# M"&]$@#=`C`DAT`&U2F0&%13B!0L(P!]X<(5LT.`@?WC`&=0@"#7P21!$R``4 M6)@--@AA866I`!WF(($R@JH0&G!`&8(!Q$)J(P&"^47^``"";.00&5^C@!+> M,@$Z_L$`+$"!%P>!A#&P08Q_:`(:"M$`,RR,"'I(I`@N(K$#1,"2@Q``$Q+Y M!P4TKP`AH4`$.,"![/U!/AAH@B&'N0T'Y&\0'_\(@!$$<0(9+,P&\S/;'Q`P M@``P0`Y_$`,(YK>$/RPA`$TH0``B\P<"0,`'?]""!2H0F3KLX`0LZ$`1&(#` M8+@`QQ`28$K=',0,>!0`$0`D4&` M`(520($2&I4-(L#``C#PYQ@RP&X@9"`'%A!"$\9@`?1J24$&:;C*HO5G@#-` MP`%*$8059)`!"'P!#!"X0!,.D`L(F(!>]Q2"``23@`IXX`+IFL(5_'`!,%#@ M`Q50005B8(`'"T`'(WAP!1A0!P'TCQPW$,+`"O`"%1AAV=TJ,13_8`_[SH&^< (&J06O$```#L_ ` end GRAPHIC 33 m62094tom6209421.gif GRAPHIC begin 644 m62094tom6209421.gif M1TE&.#EAC@'6`>8``):4D\C'Q[6SLJ6CHKV[N?+Q\0@&!ZFFI:VKJ9V:F>[M M[./BX4Q*2I&-B_;V]45#0V5B8E114<'`P'5R>7DXBTI*5E555Y: M6=_>W;"NK<"]O&UJ:8F%A'AU=#TZ.>KIZ&!=7+BVM:"=G,[+R#8R,FMH9^?E MXYF6E8R*B24B(M'0T%%-3'!M;-K9V-#.S8."@FAE9,3"P4A%1-[=W-;5U-C7 MU>SKZ3DU-4`]/.SKZK.PKQ42$MS:V;NXM\O)R!T:&L/`OH6"@-+0SH!]?#`M M+-K8UA@5%8.`?N'?WZNHIB@E)=;4TN3BX>?FY>CHYHJ(B).0C\K(QJ.@GMW< MVL[,S,?%Q,W+RB`='7-P;V-@7HR(AGIX=YN8EUM85_3T\XZ,C(:$A,;$PO'P M[T-`/P\,#$Q(1U1/3C,P+SPX-X^+B8:#@>_O[RLH)R,@(!H7%Q(/$"HG)TE' M1U)/3R(?'SHW-QL7%_O[^_GX^/KZ^?CX]_W]_?/S\H2#A/___R'Y!``````` M+`````".`=8!``?_@'^"@X2%AH>(B8J+C(V.CY"1DI.4E9:7F)F:FYR=GI^@ MH:*CI*6FIZBIJJNLK:ZOL+&RL[2UMK<:@@ZWO+V^O\"P%D%K*2T`!\'*R\S- MD&UF9BMI,[<*%PQ66P8I@RQMA1PR`H)47E0G$+G.[+T+"#$_)>NC$3_MA1$B M?S]F`@H6""@11.3`%"@+$J`0=`0`@&I_)$!4$J,BA`DD3)R(\4>$G3D?[-A) MT^$/&#A9#`3IL820&0:"S,@8I&;$H",K3(2)8<#+"#,78G0PPW$6A5WX#*&Y MP%3C#5H'ZJ3YHD.:#TI/".WX@P**H1T&9A;:08'"CCPWRE(@(XB'$+5D_PAP M^*$BC`8?4=8.4C"C2X,*`$Z<..#B1((\?U*#%I<(,``#I4_.!D<$32GB"`)=`[T."/T0YP%?Q0$2?#DS@X/`_&,&@J`79C`,,M+"ZQ\:)/ZXB2!HPX!98.Z,406&40A!.\H+ M"N'C!L(0%)P4LF$B2X,E*U8X<$!!0]FK?SBAE@-IJ>4#'H+TP=8?>?P`@UH$ M6'&%$`2,08$""`C!`Q5$%&*!&2Z\8-(6=U#A$``(L+4&8`XE`,2)`"R!H`PJ M=#$`!F4`8$(.R1#B@@%O`,@@%6HP40<(!,AP1_\0.K0`Q!\5])#&"29XH$(< M;F!`@Q%C9'''!H-`@`0&*IAAP@=;I%'$`YS]`4,0#:`QQP0&5.""$8LH840/ M:RQ@!3EG&(#"`4BLD1L#2?R1Q0H$_+%%%(*P$(<:%OQA`P<4W'&"`EP`T,(@ M*R1S`0`*,'#"'T(@`4,>!X`YR`-&`%"!`0D((D,9=5!@D@&2_4$!#P"2M<8``! M2#`!1QP7!#&%(&BH(`C_!08X#`<-<?)##T!QT(=T@?1!G1AB#)("$ M%'TL0(,+?QC`A@-?X/E'&9!RX$'6E@&A@Z\&?)!@-/<0]<<3)Y"Q1`]PZ+I" M`!KL@8(!IZVV"!!Q&&"$WR<(VH7:A1@@@AI_,`#I'T$(8-H@53!QK+P9#'*' MJ$4D$00'?W``1P+ M#7#(P0122ZS4Z!]7!*&&$RT@\<$761S@AP[(_4%"#RS,8$`25@3:A0,M,($" M_PKZ]J$#!"AL8(!KA-@0A!V"Z($%K9=U@0<("/`A!!Q8OQJ$%7]00QP*\(Z@JPC(X`-YB`%W*M`H&QC@"XC1`!7X$`/DU$`*6OB,(,%Q!`GC,(P$%L8`/F`$)IRD<"A[@G#]\P0QU M4%\5C"`"*CRN!VV(P!>@=8FA/5!9"017D98/\`*+C`0E[E.T$,(`X/ MR$+U#/"X/*1A)EW@C@*:,`N&<<``KHKA[!!H`)C($(I;*9P.\'"`.[#N#1(0 M!)L<4(0+$,0K#[!,Z,Q0!4(,P`P&B.,?M&<&+N`A!E)H7#+_((6%O8H)!P"! M&8X7@`.B8`)Z($)8%K``;4J0$`V`@!EZ)(@8F"!^&3"F#)YDPD&X+29%<:$9 M"F`$&@B""3J0@@X2%04F&/0#0#3H'@G!!A&4``,&*($@+E#(")R!`4LP`.QH M`!$&9.$-!M"5`>+0`P-PA`('8(`6_G"'-9@ACF:8PP/,D,42%$$#2(",-O>V M+$'<@`D]B&I4X;`0#2#@-6;_P),@'W`YG$B'&^JC`:0D,%-L0L0'*U@:``XH MB#2("@!A,`"`=#!.+M#Q#_XBQ!Y6L`0;0,$(I](2#@2!`>GX`QF:,`(ZO"'`.!2$%905@""```Z MZ&"P#UB:::^:(!,TP*076T$'%A:#+#)`+"R@GS)7T`4#Y&`0"#!`&8S@3"AE MP7E(.>P?=G`!'C"!#H3HX"!.$(I!!&!$5P8A0F@P`IL M8`RC`G$H0PT$X8$$"")S`J&;H1@PG(`(C M1"\&OIPA'HJP@#R<()SV^I0#W$!'*E\A`"L0Q!4&T(<'['``,1W$$,:1@!78 MI`HPQ($;MM>XIL:`"?$21`M`4(#_A@^0'VR%W`9$>(+'Q'_H0Q8P@`5!+.$-QH;A!.0PD#)@4%XYJ,!Q-;`%)K`@ MHR8A#B%>0(>Q"6(,!NC"`B20`SK@L0D"O&H!TOB:(8P'B8`0Y`)`1%<@``S#P@3Y,01^6 MV<,(1"""HVK@!$W5!S\@`0W0(QJ@`*NQ!T*2(!J@'DEQ"7W`!+D4`280+Q@P M`=K#!&"@`@ZU)K\'!UCP=81E3!8$)DX0!+HV`F^`&%(@!SM@`A&@`!+`!.SC M)G$``S:D_P5Q<`,S<`$$)`%(X`+WHP,+8&&T\P=Z8`)FT!+!U0)7T`5Q@$== M8`(XXP%5@`2U4@!,$`1'1`(&@!L%0`,&0`XSV`.50@4#0TA($`%[]P!V8``1 M@!B#<`4UE0-($`$`&>:`!(S`"K$8!%K(68``#H),@S'(#@4<(/B`?(/F30!F4 M0CF41%F41GF42)F42KF43-F43OF44!F54CF55%F55GF56)F56KF57-F57OF5 M8!F68CF69%F69GF6:)F6:KF6;-F6;OF6)F7>KF7?-F7 M?OF7@!F8@CF8A%F8AGF8B)F8BKF8C-G_F([YF)`9F9(YF919F99YF9B9F9JY MF9S9F9[YF:`9FJ(YFJ19FJ9YFJB9FJJYFJS9FJ[YFK`9F[(YF[19F[9YF[B9 MF[JYF[S9F[[YF\`9G,(YG,19G,9YG,B9G,JYG,S9G,[YG-`9G=(YG=19G=9Y MG=B9G=JYG=S9G=[YG>`9GN(YGN19GN9YGNB9GNJYGNS9GN[YGO`9G_(YG_19 MG_9YG_B9G_JYG_S9G_[YGP`:H`(ZH`1:H`9ZH`B:H`JZH`S:H`[ZH!`:H1(Z MH11:H19ZH:9)!"&P``J@`*"S!TM0`G.Q8`2P!B3@`02@*XG1*4TE+X+1!20@ M`Z,DGQW)"!+P_Q"'\!25PC0[4`!`<``C<`,UT`2M,@4HH@$$X!``Y`0.004$ M``,_``!).@%"`!A)0`(3``!#(`+C07(8T`40('-;("*$L`&&0A/ZU2LY<`=J M\`-ID`,7<%P.`%6Q=P:!DP-:P`0S!28C4`9RD`PP8`=!D*498`!;((>]Z0`J MP``,,`)=\`,,$``!(`,2P`)TH`*42@,`:$:``'X/\$*20# M/Z`%!F``$S`0@F`!=)`Q!^!P9>`W?Q`"=@!Y?S`T&6,3/G`!I^$!!F`&5S4& M0:`%64$&-=4HDR8X3P$!KM$'.<`W_)('@_HH!5_``?JMYZ:,0J@!]%07TUTKMAE4/UP.WJ` M`V0&1Z0'']L#X^$`*7$`9>L!MK$B6M,MF,``V'+DEN#?P#$ MIE2REW2NA'4J)^M)!@"/"A-JA>-0@S`T3P)3KL$3:1?'UZQ+=1P#V*8$U!.:D"QN^D`.3!G[F8H,-540M`#N%%,_5L]&`UA@_"P"?4' MH6L3?]``MQ/2R".R-7"N5Y5<<:"NI4,.@T#/H#/_!W5P1#!MP3,-4LQX27%P M50NP,;M(N_=P3?&R`X5*`[3H`%QPKEW0`C,5!1S`!&P`"2+)T)PKG%@*N<*!R(0NCE@'83R?D6`!&;P!G&0!:J[FP7P,4L0 M`AD0!_=P!690!E2P!!,\KQ#@P`X@`LY!!<18!EP`W@90!TV%`"D!`HCS!U.0 M,(4%!RM036+"!$D`!:PU`V+82]644A>`([`+#H,P%$$P!@3P3V9VKHP4.`:P M`K@Q!-B4RO+!C4AP!SVP!?_[!R_P(S^V.G6P)3F``7L@"".@!3`R!ENQ!&L` M`/<@DB.9``[AMT#@`V`P_P!70`$V001`4!8$@`!JH0!I00_3Q&``,$\`,%P`<$5`5E<0,<@`(V M<`5$@`*(00:"/CX(D@<=.CZ%P`4! M@E$$6_$`6P`")3$(3Y`"1I`&.K`"%<`O82"U(%`&[N5&H^[!YABH(<54' M?:`$I2.T/!2MOD<$6>`[-E"M"7VNN/P'.="BF9+4@E#_`#5E2?@*>E1F`':O MG"&&P@&F$E!2W;M@`U`U$."<&R0C39*[#TZ?.;_\."%P.XQ]P1MM`'`+)>\F M"(N3!UEK440P!R.4S5"`3>-D6JSW!Q$`4SV!5[A:C]B$%/-C!E?!$TB0:2Y@ M_(/P!3:,0I?W!X`L=2&,!N<:3J,R"-=$^;I`C+*+![3;0K^L.,VY#2"@\:9D M!CA`NWY+:MVP^8T#N4@[$Y*+`3>@$CA(,742QY<'"!<&)W^%-UD&!C:%!19_ M409NA35_'08/?U*)%(5Z.08)?Q$23`8M?P]1A84@B:L2B6=_809W8W4Q"JMD M9@8JJW]YNH5!@G#`!G@/B2P7_P"K&!B)4(4*<08-A8);A4I95`9!P./DY>;G MZ.GJZ^SM[N_P\?+M@H2K;2P-KJL3!DR/!LR@^`$G2(!"RR!P0&)F0@`#(`JL M.C'H#S@=**3$6;%DE0PZB1",@_0&V(%+?[@8T`'LDZH(/$8$N90*V)U]?Y0L MNY`ID1$#,8!=243"7`(&+*X!665@`9`RX>`\^T,$R8%620KU@6-`U9]ZA52< M0:'#P(%Y:-.J7*9+R7H\9`HB]="#'"^^"3W;H\E1H*N M0I&(BO^Y"QE((#$@@VF5/T=Z];A2J(6!%5R1H/B#H]=40<_(]`B2XQ.(0GE\ MO-W.O;OW[VL%B2!7`N>?+@:R`#2CSX!?5`9<`'MHQ%$ABAC^W#7A(U&*57T$ M(8<@0AZH% M4,3$#$=<+1<8$<:QD`:3!D`!,#$"3KLH$0+,<1`A00UUPP`)W_@'`,G%,2P1``" MD.&JLT@GK;1;/HA@AALY(`%!&X6,_P!"#@S$@0&*4@3A=1E*"'`!'%NTD,4= M*^B["A5IU*$#$BTLQX(9%\AA1`$;R/&&"%F<3,28.<@1YQ\;7&`$`RN\\$<2 M.O_P@^K8'P\<43\%:&`'JT.'#03P!`N,8`/Q4```8)!"$-KPACA, M1P%(8`8S("$.6ZC#*D;0PPMTZ1Q`X(L9LM"Y=Z"`*R+*H12G:,,J<8-8<+@# M,"B"B70H(1%-A`>!HDC%,IH1@7O80`'[D``B^``/JT!`#\P`C`1HD2I:L`0F MDE`"*!PA"1(!Q@S`2(XNG,!,#:B``)9P@C44`@5<.('(9#.`$W0`!W\`0`4` M\($3*.Z,H`PEE!+@!AK(X0Q*@((.RI`&(RRG$"(P``.`X0#(:2$.:"#1'LUP MAU(8`8!,,4`8_Y`!,[@`#AJ0P$R@8@`E;2$+`"A%4%)@`"_8H3+_((G#;B0@ MRFYZ\RUI`,5=UO"0"%PA#:_\@S3L`0PL9*$'`8BE'?K`(`-P8`5FP"0RA`F, M(QB@#$N(P[TNL((J=,H*/9@E>F+0AY](P#@$N!83A/"`W7WSHAA]AQ1:<(69 MB,$&B8@#`H`IC5.,`P&R3,Q*]%!/%%P@#H@I!"%ME`)(4.P!$_C*!6CS*EI< M1Q-!N4D9:.`"*\!BEAE-JE+7<04,/$`3`'```L+9`R'P(R#`0$$3P#%++OZA MI8+06#`[!X`+0"(-?W#`,R[P!I#V-*5`_<--EI("(!QUJ7C-ZSB@$\L*#,$( M8&!`#\1Z!*AH01=82$,+1O"&'OR@2D:`_T(]J[`"`_QF%2%(Q!H6,`407,"? MO,'`'/"P@B`,T@!B\($)5L`!5(U'9&DX01K&X"H36$:ON%4JJH*`JC=8`@-I M>$!,"5`6'4Q@!1>@A&NX$@0>2*$7'2#1YGQ@AQ[$H0YJ<(,93I&!@IA``!3( M@AF^T(,5X8`*9EB!#K(PRQJ``#FL6F\6-)#;^F)4""<(A0@:H($A#`$#EP4& M'JAP@D/JDXU24,(:\(<`&."A!B5`3"TML+X%X,`'ZF*.`L!0#1\48`&[J\'J M`ED(!XC/`06(J7U7S.(6N_C%,(ZQC&=,XQK;^,8XSK&.=\SC'OOXQT`.LI"' M3.0B&_G(2$ZRDO^7S.0F._G)4(ZRE*=,Y2I;^_,+#PCT`]CD MYSSS80D9,`(2F,"`#(R`:!*@01QZ<`(2%SK.8!A`!+)0!AF,H`GDN,$`,)`% ME5TZQPJH`#"5IH$@QN$,%CU'!`QT:AM[0`Z\K&'29!"'%B"@?NG0@!F<5^L+ M]@$%*%A#@>=``T#G%#Q7>(`(!G`'6CMK#";:*)GS!#3WP@P1BO9T%]","BEL"$\3:+(/1`'@D M[X(QJ;;TXY&!`CRH@-VBD`)@%\()0%##X>+])"BX`](O*,`&01"#TITE!$%T!="&APXC\#$?D'S@MRPH,`2? M(`6V@PYL$`=F@`$G<`8K@08IL'5WMP(9L!WD,@`HP#=UD@Y]@'K<00#&80!; M\'WH@`!S,%XC=X!34@,B<`%?(``-B$3(<@88(`4;8`4$]P),`#9N@0<(@`0N M,`!&X`(P=PYX4&[A!`%%IK`<$F!SY\`"&G$"1[!TM'$E!@`!2",!#]`"NI86,Y`%6[`Z M?'`%LH,%:_$%2/`+XU`#$I`!<<`7?X`'O:,,H4)"6`$)M`">"`"1G`"%R`VU\%`$H`X;W#_ M`IXE!VX``;%T@_!P`S*`!.]!+``9!U'P`T-@`$X"0B;#W!1@P MDH4``QVP&U,!`U%@!T80!53`87\@`H-S!BNP`!6P`FG@>&GA`"V`*.0`!`#0 M!1@@`JG1`RV0``8(##OP`2M0`>.@!(PH!W=P!V=`;'!&&W<@`PQ0!'\P`3V@ M`VIP`4,`"TNP`&1@`Y\40`G@`F4@7G#P`3_@EZN`_X01D$($$`62R0!CP`8, M8`07T`4Z("ZK,`1O0`,`8`8P\`-%D`5!D`*7AP%;L`-]$`%QD`8]T`"71P[_ MTPXN-17E@`((8`<)Y;9I"K M(`5=5`BR>4`U0"'^H`4%``%R\(+8\08`(``Q0(%QH`-1(`A(0`,PD@-P`",A M4`0&``>0,@")@`1S0'7CIJ)(Z-`-4T`+^N0Y1<$?CT`?M9P8FX`'JD`8`*#`##<`&<\0``1"3YY`$9C$L9(!O:A`0-$`H MZ7`%9M"6C(`!*V`$GP`#?4"I,1I2B=!#Z04!&4":8[9\=1!]+/!#@B``E-H% MA1`'@\,L"C`Q<'`!UD8!:7`&(8@6-M`D'!`!0=`#!T"A\(`",VD&:1`-;Q`0 M(-`!`8!]Z^``51($&#`3:```;L0.F=66"H``F]:%C?``@&@!#9P?$`;M$([M$3[`U&@!6(P;1`0#=$@!DP; M#1^0`1(G`D]+CM[4!R%0`"W[!R3&!UV[M>!1`%H``G/@`CS`!^-P!2`0`2E@ M,6N!!^`58%-B.R$@.[)S!':;MWJ[MWS;MW8;!2+;`#\@`5W@`5'P!0V0`9FS MN(S;N([[N+?(!(?#7H];N9;KN%N``2U``AE0`7.0`A40!5MP``?P`2Z@`C)P M`!BP!J1[`&%`!:1+D#*V`\A6N[9[N[B;N[=[DUQP!;I;_P0FT`"Z.[RV"P!- M8`-B4`52@``)4#-A,`(Y$[W2.[W46[W6FY1BX`=&T`NIV`NL^KW@&[[?"P=S M)+ZL.FE90#%R``(T``$00`NV:GF*K^^[__VT/^ M>PT]=`W=FZIQ`('78,")D`9F\#$>LAMI0`-FH`.BN0(1D,$^:@<9W,$>_,$@ M',(>K`4?3`)E2`400`()0`*V`0108`60LH0P>#P:L)\V?,,XG,,YS'!R<(55 M8,,A0`'K$P)"8(4CH`%5<`-58`,^L#\:$,0*\#W@DP<+T(0^0`9-J`O`4T!* M,(PSW&-)0`-EP`:WN:,BP`1:(/^W7_QE"S"#8;"O+Z`&$;`!?KK&7V8%NC$`"=J`#$^O)6D8&QT5HY``&'/``3$"+JHQE M*.`&&&!^P#`&91`'':#+M6QE6*!SYP`#%8`$;-#)P2QE1\`$2.#*JV`!,?`& M+4#(RRQE*,"LIK8*5B`%.:`#LOM-G'K-R!,!!J"K)D(#!I`#L)I4UTC.Q0,! M1G!$.."Y/1`!,P#,2J4`9?PD`8"&+[`%9'?-(1`!#/``%\``7Z`"Q^H.'!`# M!&H.-U#_,^V:%DH@!3;#GNEP``^`F,F(`3$``<,"!BWP5'_`A@X]!P^P!0S0 M`J7H#C&`5(7PKJF,#OIV@$D`,44`&0WP`!EPA^N@!U!1I.H`*F7``'?P!>W< M#AS`!&I`!^'$#EQ@!ANX#FC:%;=%`W-`-0):Q^NP!09P`T!@!W*@S^;``F0' M!CU`.ND)#/VC!UJ0@C.,`P25814@#O$`0!FP)D0D`4/$`<5+5/0^0<(`$2P!R`BP"0F``,,0$^<$P?_PQ3$#=%T`(R^>5+?`$"``` ML)`?SQ4`1CX$62`2$F`&0P`.=<$43TX!O40;(I`',4!'_U@(=F`'W-H&6K!$ M79`'SQ5H@_`0")`'7^"."]`#7V`%=/0'#[$!FT'+?U`&1K`5HU<(=V!$#T". M`E``%Y!0$,``KFP<`R`!2PF1RW$!96"WD0<5'S`L,;T#5ZCN!W#L=AO$@_(5 M^;%=?PQ2$0#_#*O^!\L'`!L@N21`!K`@C;5N*#WP;'?1`5$P\L`0*EQ>!Q#0 M'*UA!D=@XX6``3D0J`I`!GK``P0R`B`RX0!M_^!SV0 M`>->#G?1!4A0/W=P"@\@+D=0.&C@V#D+UG&N[W]@!Q<`0'T'0,#/<%1)/"+01"@=`(JI3!K1N!@&`4C2`!)!R M[/Z)AG/0`N$&?`E`&YQY%TIPT"^_`GM]H&SR`P9`!440!XY`!!_P$#:P!V<0 M)QK0`Q#`(.WJ`'$0`$E/#@KP"1&_"G92(!!C=_ M&"MZ0'$N?W)Q"U)R>BD&4I>Z?T4&1)<*9D@W"*%F%U`*1@9F0:B62\ME+Y"VA2`MB!D8]0A1(!EPP.09,!B<.`D$&+7DG!A>W<552!BYXN_[_``,* M'$BPH,&#"!,J7,B0H`@#TN"Q(R"+!@:8$$W<>) MMSE.X4\>*6:J7%H0@L7Q/)>N2+`$?+L-B7U\][DR^H^&@4H\JU_/OKW[]_#C MRR^HP$2$QO/SZ]__S[^___\`^K.'$`$6:."!"":HX((,-NC@@Q!&*.&$%%9H MX8489JCAAAQVZ.&'((8HXH@DEFCBB2BFJ.**++;HXHLPQBCCC#36:..-..:H MXXX\]NCCCT`&*>201!9IY)%()JGDDDPVZ>234+;7!Q4=Z!+"$B4@L$247'8) MT`UNQ*'+"R"804,::OSBY9I=9B"F+@T8<$`595P0&9MX^HA'%2.@D`UD?J'0 M3QX_`+"$`;O$><`?1TE'00P'.)"'$@E4$<`+`/B6YZ8KGM`#`P8408099F01 MAP$\.(`&*3W8D:@!,(!!PR(#7'`"$AU`9T`/<'P#`:?`JOB`""R8\<`?_UT8 M(``400"@@0'4@/IJ%N7PD`<(3,BPCA4G7-#&"#M0H6:PY)+(@PIJ&'`L!$A8 MT,<=`(2!A"4D(`JG`14<@!469A0QQ`$'A'!"$.46;&(>,MA!0`_'GI`%7Q<` MD(`9FR0P[[V+6A)`#US]<8($)\AA\,@BSF"`#`08H`-J9OCPQP6Y&+`%"@^( MC+$N=/20P@`&--'"'73EU$!`PRX`/OLM&,@0@NPRT#[=HSON(`255!S^0$J MI!"#!U(`$(,4,80Q5O//1R_]]-&[,%8+&72`00%`:0A"B0@`H+S!J3\@"P#GKP@R`,H0A'2,(2BE`'5*"'&8QP M`CB$XH4PC*$,9TC#&KZP!R^D01",P`3:^?"'0`PB[43`@`P4,04M"(,";#>` M/S2`+UB`PM]JP((JI$3_`02J&@[^0)G>[><%=PBC&,=(QC*:\8QH3&,8RR!& M(QBA#"`P`@:"4`07B.!U3-#!%P(0`"ID@(^`#*0@!TG(0AJ2CRRXP0)><`-J M*``*^/&B)"=)R4I:\I*8S*0F-\G)3GKRDZ`,I2A'2^O*7P`RF,(=)S&(:\YC(3*8RE\G,9CKS MF=",IC2G2)L`,);@`9?!YTH=2,"6_L$!#`C@(!18PA5VX0,,\.4/5^A`!2SS!RM,``,` M_V!G@%IP+'\\1`N7T,`Z`@"?(V2A`FS(@KW\D8"=_"$`&1/(J;J@"PVL(`>' M(X`94D"#7_V!`328&`DDZA\BQ,%5_IB"&4Z@"U!P]#UA8$(?\.`T@"Q'#WOX M`@T(X@<#A.$2>*A`&IA0`#PTX@\J"`(*E`"'$=S4"#SM3\ZRX*?IR```/2#J M'P10!``8(`!/6`(%!/`+`IS@`&3X0PU<\(5(^8`-(EC4#?Y)D#`80`M@4<,? MAN`%)30A`K]80`5&H`4#J*$2"6A!"S;@#R`88*>6$,(*Z@/\+C``!4>"!`2=XR!32 MD($/(,H%%RB(`\Q@@#1@Y0]=8<^DQ>D?>-P8!&!4%R:39XX90.I`ARND@<'8;H\>.A*!PC2Y!P.PJQEZ@$,2-(+EW6UQ#]+3V5!L``99J`,2 M3'"$_PO4(0A9\%AV"3*`./1`#E;YPQ[H'`;W!T-WT0C`#"!``"[`P$Q``U\8HIY4& M83`9N'4)`]`O?P`$=T!M?Z`')&`H*?$#$K`#/C"!>A``).``*?!=4)`"$L-' MV;$X#K,X(U`%/@``$J,$"B"$0@!1B28$%5`%4_``3-`%4(`%`$`%+H`&`L@0 M!$@O5>)F96``*=![/F9P7Y@$61`#'4`4)J`I6``/7G``61`$\:<+S;4&=H`` MET`'<:`%<.`J'L`./F4`)>`&/6`".&2'$[`%Q6`&:>`/W7()-F``*B``;@`" MDP4K`(=1)Q`!>?`&,K`'+:`#`G#_`4@0`4!SA0I!*B8`#_1E5R:@`D!``R:@ M!'%B`S&`#=9C:FRP"RA@!&80!VP7!Z3E#S^`0[9F"3``G&@`D?0#`Z@!F'P+"]D!@O` M`#$0`J1GB@A!*GR4!"=F5ZB%`<<2)T#``V8"`$I@:ER@"SN0`QB`;PG@`5,% M$%%@4I;@$I;A97:PC!YC`,]8B@]07G>P!610!#WP@9=`#Z0'`6:P16.P`EV@ M!^FC!T@26(`(E M.8),H`)_(&E&0`1!@`0?@`>F)0-X``88X`,U:9,#:`;G(1A,H`1I,`>6<`;[ M:``^(`98D!4/8&H#$%^F0%_/8@94L`-QP'V68%?79FH3YV4!<"A1@`6A<`30 M>#@9^0=9P`9"4`+IP8AWD!938``LM08KL#B`1E3XUAR&(#,8X0!EH&QX:1!' M80`=0%%PD"L&H'$<\!)_T&0*U2Q((`9Y8`U!,!>/N$*O90QJH#<@Z`8G<6U? M`P)N\`!050ZE,E\1T%U=@`1!L`!TH!,&0']P(E)RD!YXD"PY$/\'&7`)-Y!KHH3P``)`"2EO`#!WH$NH``J7,)`1`%-\""NL8#2\`!!Y``,%`'$A`Z M6G`Q@+.`1V4)EK=_?Z``$&B"!%HC-Q`J/)`$3#!^0]HD>0`!1F`"%P`!<;BD M5%JE5MH9.Y"-_P`&J1D02E`>\(%D!W6E"4("6B``0^`!O+,+7A`!%R`"`@"B ME_!Q6X`!,K`%\840?4`"&,`["E`!$-`!$Y`$*"8"=_``0T.F!^(`ZQ`!=*:D MEI`$2.`")?`00R"G?P`#<<`$?E45P8C_$!K0A5!V#TC0`V;@`#2P`E]P*J&G MJ`62$QA(#S8`@J)P"4L0!\JG"R907I90G`PQ7Y:0`[@7`PR@`0_P$T<1CZX: M(,G"40U)-2]S!U,:!Q7E#U_`JZ:F;#EA``G@57!0!F20`%F0I[U:@);@`RO` M`>?':LM:(!4@)R20!4%W"1@*9?@L)<0`5KW!Q20!HA`L0&B;O_@8WD:!Q$`$*-I"4VV!'<9 M`4R0$HXU:@UK_ZXAT`,IM0!V4`$V6R#XMJ,GN`GZT$26T`1F\$]TL[&\^@&@&D`&A MAP'@*AG;0`JEZ@1WRQ\S8`07P`!`5@1I$!E$T`%V0`,7D`%JP@!J,*8Z4*_U M6@91L)=#D`9&4`%ML`1I(`(O<`$M`'*7L#T8L$]_H`69JP!:T`52(`(NX)ZE MJQ^!PAB7X``:I``H("B74`!C^J/A&[X^R@6`#]?D')G"IG@D!`_`&EI`%%X!IC&(&6Z('&6"1"%$OA_D''2`5*F`$ M0EP07=`#,MP95D"B?]"0NG90?+8#>YD`0;RN0U:)6_0#=3H#8X`!:JP`TGML M""44EO`":Q`G/=`"28`!79`!#>``&'`')E!;"C`P.D`$7T`J98![5D!B\ MZ`%S8`?-40!OP+(*L`(D&0<00*(<8`1S(`!P$`1;T@=)8`9S@!5@X`=(@`'[ M8A]::M@'40#'T=M_\`*]+0$64``.?!P%_`?+$=RY]ML#I01*\!@I8*^Z8`7+ M01Z78`$OT`848`-9ZG2#T8`"S6MXR(@1Q(`6YK=XLXO_" M\#U*4*5TI<<'&8A5LJD`4!5\!=`'.[!_?(`#(IUI-J`!XF8!XB;?\>$$`G`` M2S"E#$$")U80`W``DFT):U,!S]=!.^`!,D`%&``$''`"7:"\E\`#)VX)6@`! M&*`#.X`#(G`&.H"U2C`!-%"V46;1<NL/ M*DT0+&<0/+,(NC`K-``$*?"NH1``1V@&=U$,$1"_?^!FI5B1;=4)H^92-,#@ M$F4*4#`%=\`!.Y`"E9`9#6!V!"'1$Y!Y;-`#ZOH/6X"T`;$#:NX/IF``E%@U MI](.T)$"X0L6+H%B(!##N\`'$##F]-!6KM5$?OW_)MA&W#)[!R70%WT.`!+! MHR$P`ZD9!FLZ`$K0!U?U!U4-`4X9`\'L#Y,07R%@`BQ%ZM[`46$`!Q]P50,0 M`PPK!@,0`E=%!0PK`1@P`2`4M!5*Z5!1!P5(\N!Q4.$"=@Z4@L ML^HR5W&0`V/QE`1&`:!^"4=`MCK0`C>0`A>&!"TP`V?08P_06MTU%$9`!E9F M`G^5!@Q0!Q\0?+M@=!NK`S?0XVZP`CUP!.F0!A,`<'/P!@Q6!YYE`$L`!V(R M`LTI`D'P[+M@"A(08?S<`WU(5$H`.^)\.(H@`B"`J2$)[A!P`B?@9L>BU@?0 M`W,06-BF[J%N"1V0`WU@_S4NH`%!L`(#,`1&4&-@\@7?5P8<4`%Q0`;HA\,8 MU9^2WK)0;0DY\3)!,`6[%@!08+!_L!(_H`.5\`%($`!%X``30,5&0#9*$`1X M/?)*TP)VX`0G\``=(5>64`R6YED]D`1@JIHA*2="^,G'XF.A'L]"&F5`'\=O M4%$GX,,7,*"F)E?@\P_!=GPI4K+%_@&-%.99OD`65(`-F M\+(4TP/KI_IX_P$(L!%QP`'6!?A`:VEFD`?I0@V)C^GC_LFA'B>\*?GK M+A@Y4%%?,"]1*AEES0O'LL*W0`%'46,2![1C?0D`U^>68`=$I?IWY31V2`47 MH/\!_:4$C_Z0I]H#4(;[2!G^1U,).0$()W^#@Q M!BB#%`8/?P`&"7\=3$J1I::GJ*FJJZRMKJ^PL;*SM+6E%'<'A%M9"W\M$'Q, M$7P*628*>5LM>F85?P<&0`0]'RH8*U`+;V%$)R20;3T@5WA**B&L`"'"Q$8 M-OQ!00)#D7Y`@PL?3KRX<4(%($`0`7M0"`PRJOQ!4,3%GD$S,'0(,0@!A^D` MHB*8X&N!#`_7^Z0MU8<*!@X*!NU9LJ2/D"OQ;WR?3F&/8@6*#;*$88,08`,J M50"QWRE70';<@Q!&*.&$%`:'@`%G5*CAAAQVZ.&''X+Q`H@DEFCBB2BFJ.** M++;HXHLPQBCCC#36:..-..:H_^..//;HXX]`!BGDD$06:>212":IY)),-NGD MDU!&*>645%9IY9589JGEEEQVZ>678(8IYIADEFGFF6BFJ>::;)ZB`84C")"3 M$@-$H1LK+$@@P8B8Z:E$#5WLX(H-&^@IP8&O["#%082PH(45;3:9QP!!F"%' M#"`@D2$K6Q@`P"S7Q1)"&X>9,4%.%T!01AR"KB*%`0:D<%0<:4B`@@&ZM&*% M&P9\($(66O#AB@9R9$0(%0;(R$B,-\(H1)B@VK?.4&#`1!4@`4&K6Q@ M!M)_E$`''G]4`4%,5:C&`W:J$4@(OW]$80`1`$P-P1XV8R`G$;AA`&X"S4EQ M!@8]W/L/`4A,<*L<6<3Q M'0DY=+#"`)`4L8(+673PPM!;G)`#$M]T0,,605"!@*4TO&$'"B(80,"(#`!5DX,($#"1&XE`Q@\ MX`)_`$$".'`!-;3J#QF(0`C.T`)HF`$3F$))5XJ`!"3@@0EE",$#>G"8=OUA M!F;HP!',``\AQ*$!(3!`%,``@AR`#P10MBL`D@@#ZW@`!*TT(<@C.$H MGJ)"1D)P@@5((0@QL(-"P&>`#`3A`G**00\T(`$ZR*$,*U#(!(R0`"50X"M, MZ$/E\E`%`XPA+4]!WP)T0`P)&``!_Z]"F`-U!$',I(%F?WA`&"!Q!XMY"A$7 M4)X:&,"`+@#G#PM(0!;,D`,*]J!A,6#"M@R@`A%`8"$70-H">!@`'^*B`B7X MY!\N(`@#<$<$G"!$#!@P"#\XL9>2=(4"=/``*C@1C`!8)B%N)0A3<$V9E,BD MK`BA`#080`=ZZ)H1%&`&023D!UXC`B$<4+$_.%(*D9SD`PGW!RO<`9,/``4A M.KF;3\;@#LJ+YK'DP`,*K*``!S"#:&+9PVOY(I>#B(,#H%FJ"0136<3\@P7_ MP``>*I.9?U`!93@:BRC$(0XQP:8'F-"/*P!`!FK`(A1P-HAO#N*@@W@`2@,@ MISYTZE-1`/_!K3!0@&$2P&O**@,0+&)/A>13GSFJ9`BRT!PD'&*@GOS401>0 M!1T0801H$,T@&,`)&1CA!1%]P@]BJ8`%!"$-)`"`$S'JC@#T<@18"(`99*`` M'/[!`4$8@#NB\@6]$"(!2%",##I`Q3_8(8A.*`` M&(##`Z)P2B(\X`'='`0$(D`(,;Q86UUX@!8B\`0-1,`.?ZA!!AX@A1:X@`Q6 M@!\&GK"#!VQA#U1X0`/^@)$[/1>Z,8C!AK>592U'@@0"`"O*P`!4(5``Q^"(%8O`I"9`9N;("0@RNAMP8C),%,=`% M`!8""3!X(`:D@(8`FK6`->,ITJ<8`!;_`(8`]41=.O)!=J],ZC(5(2JE3K6J M5\WJ5KOZU;".M:QG3>M:V_K6N,ZUKG?-_^M>^_K7P`ZVL(=-[&(;^]C(3K:R ME\WL9CO[V=`&$1X:F!.7]40/)QS$J,GY!%,\X0G;QM<5,#E/,I0B!"@XY1_R M@`(4X``2#IC"$@CQA'9#+=HT0@``]LUO<$0B!!.0@4X8X8*>(&!3#EB""A2W M;@3H8%R04,`:C,!'2%#@`V\P#`^&L&\1_*YP)KB`#-Y]6`]ZS0%'IJZ@`M( MYP\YF$.H%-"`?BS!#:5H%0-H3(`5,&H0;:B#".[]!PZ880.DNKN-J$J(`Y@@ M#G1HZM\=T(@LS!L/73!#K/X`!`S`J@%[L(&J5A`'<`@@"Y?Y@1EZ8(<%F'Z\ M$$!6*WZ`@0D4WF&#<.\68A"&;+>&Q@Z;0*(CH08,FV($2@W7'6#%J.G)(`94 M:-@9@`N'!:E>1BV`^!^(T(,4I"`(MO-W%7`!7"`R"R`"=\`!>$%29Q``(_`. M5_`2&:`#0!G]P!U1`!H+"6JCP!65``6%@!Q0`''+T M4U/T!RZ@4?S&&E<@`T&424P#`CW'`0P0'RD@!OOV;BB``"9@@H.`!RL`0J0T M"#2`!)`0#>1FA2_">IUP!W875&!H?H/0`X\P"`[0`ZFE!5D0@7!H!G+X!=.S MBKD`"[H'*[#R58GP4R#4-68@BF]@`$"F6I3P_P!,@P$]MV*#$`78`(.XC61 MT`"DB%)1<'A_H`0]L(JLV"(MD`6MX@G2H0%Z\7<]8`)-Y0548`)O(#$3,`)I MUU/%](MR.`%847!`@(K%.`@.U@H!P())QRX'4HZH<`+S-@%!<"!?D%I_8`9- MA0I1X%C@`8@Y`-^\P0F$)1O`!MW8"S*0P"N MX#6M`@5P8`8DQP!I=P&?-P@'D"HTH!6%8`>ZA4DO2&V-<@$,4`8]``\\T`,7 MP`1JT`\+8`)RT`(7(-`2=1""6:!0+JDB,*`:CO4',*`&:K`0=X,!4R8%&"`" M".,>&("5.V4':'``HG%.(K`%\*(`N&$#%H`;8M`P$(`S5X`!J,8*$J"1&Z`: M,04%6X`!`-"1A*`$N-$%7_<'4[`%6Q!3?S`@IM`',H`!'B"<)'`"`1"+M-D! MS/,#4K`!"UF8+$:(>!]KA`"0"A2X&>=X)D*[I`&W1F>YFEQ$1`!H':>[-F> L[OF>\!F?\CF?]%F?]GF?^)F?^KF?_-F?_OF?`!J@`CJ@!%J@!GJ@_1D(`#L_ ` end GRAPHIC 34 m62094tom6209422.gif GRAPHIC begin 644 m62094tom6209422.gif M1TE&.#EAK@'P`>8``):4DP@&![6SLLC'QZ:CHKRZN:VJJ9&-B_+Q\4Q*2N/B MXIV:F:FFI45#1-73T<[+R"TI*>[M[/;V]<'`P'5R<65B8GUZ>5E65>?EXW%M M;%Y:63TZ.6QH9U524:">G-_>W5%-3+^]O&UJ:38R,IF6E8."@GAU=.KIZ+"M MK(F&A-#.S+BUM-K9V,3"P6!=7"4B(A42$FAE9(V*B8!]?.;EY!T:&K*PKTA% M1.SKZ='0T-_=W$`]/#@U-+NXM\/`OC`M+,O)R>WLZ];5U-S:V86"@=;4TAD5 M%>CFY8J(B-'/SIJ8E]W'?WW-P;Z.@G\?%Q,W+RI.0C^3C MXB`=':NHIB@E)#@C,P+X^+BN_O[R,@'SLX-RPH)Q(/$$E'2!D7%S(O M+QL7%_GX^/O[^_KZ^?CX]_3S\OW]_2DG)VEG9X2#A%)/3____R'Y!``````` M+`````"N`?`!``?_@'^"@X2%AH>(B8J+C(V.CY"1DI.4E9:7F)F:FYR=GI^@ MH:*CI*6FIZBIJJNLK:ZOL+&RLX)/M+>XN;J[O*L11FB]EUL`70``%@YUO!(D M%R)`),&F7K;"DS@+7U(.7M="``P%*`XGUY`3`4KGE#H<`3\''0$C$KD27V9R M$!!F`0JG+KQA!RD"!!AI(`0@$T'8$@T!7HP(`(<+0498`H`95$?#"Q^$.'0` M`\+/C08),HCH$$90CAUO&LB4V<'6AYDR*>3`N?$0@@P.!-F0.8A!`Q,`P(B@ M<*%$T$(0;@C:$<#&'POUSY.P$\IN M_3LHXU-"6P&$>2*Z!(46@Q#X8>"GA(8_55J$B!-"0"($`T[,F,"'BH`)3JH( M`KZD!0,I41@L*.'H2@`&@BZ$J1,6@2`!80T8XBU<*)-!)RH<6F(]KX'%?T(\ ML4;@`I$&86Y8$Q0`R9\6`5H*5G0@"`\!9/&'%@%L8-P. M(`AA!A)(T$%'"U:88`8?2-2@'WY7[`R30AI\(E&'&!@?4$`.E M>7XF2`D;+$I(&&;XP64`9631@)MJ8&%5.G1"5$`"(:P00`-W]`#'FD@D0`<* M5%$@"`%5#9*"&H,`T`81<&R0P)AT\'#&'P!@<0,2<030A1L!!!4%!"`((`(< M(1`20&4[M%'H"(/8H03_#%PB`<$8*`00!Q)@\'"+&$Z:\:<@@050P!\17!`` M%6"&8.X`,<0?R209@0"(.!``&O=`889G/TA`@P_V"'( M``&8(<(R,)A#!P>"##$""(3<\4(&$GA;@ST8!,#U'Q]$L$8`0%O0$MX-(0#=#`W1`)P:,T!`'^&+H$(`!%"1AD@#"8(D!;0(,@+MHDPV#M<'P%' M4`A$D44)D_ M7"`#?[B8!-(1!4$DP'\26)G#O"*%>@D""#6`P1($T0)/#<(/!<"!&;PRA,3- M(@]MH$$$7%`#YOV!`3O80QR.MI8_>"``_1%$%6J0A@#LZP\#L,(3&PB#(OQA:SV#`U3:\(,`D,"$ M:6L`"J#P!9:9@07C0G02Q("J@+`"3 M,P03J_`#S0'N`D,8`A&N$CI!&``&C`*C("II""X$X/\$-T+/A%CP!PD,X``V MR,,%!L,$,S10A'\,@^T&L(,!#&`/YI/!!W](&]?8D(,_I&`% M=1``'7CZHPW8D055&H$1`N`@P,GN#X4+2IH>U``%!6`*@JC#TKPQ"!58#@,C M&($3-ML@06$.@A.$@)("YC`!'[5X@F9CZAVZP($V"4#02@T*"#P M2@C.B88R"`<$%IC"V&J`ALY>Y05>R$,]X\``-,R!!P0\+8IGE[%&`TT0+MBR M(#8`@>\^)QU\&`0))I>!.32A`#SZ@G4J$#^%9.NHZ:Q9`9TJ3SJ```2+<@SF\P*%85$,@\V`&"ICRV!^80P"\ M",8A>,`(72"$!&H@AC\@``MFZ($=5"P(%2#QM3,8;BG]L([A["&0GJRJC_MH M.!Q`00@3V(`@I`"!8TN8MFQ@2P!0P`(S8$`(,,CW(S?.!2PCP&6;'*J7!V$" M$@^AK1*0@AE.336[N6`P;IC#!O-`AZBP>V,V"E;XL`$%@AO/M5'`04D(`"$\`@[&$H6"MY0(47F"$! M?R'!1:W@9';!0`P@"``6W@*!%PP`#F_1\<9Y0`;;K(`,A96`$N)'A0@L((-C M:`(-YD$!$[1W"$MC`A?P`FM&"#G`5C<``#+`?D\@?-R5#U`0!6\P`L=P`6`0 M7#N0%`$@:B&P-TYP!P,P35,F"`@``#```CXB`1!E!A8P!#L`!RDP``LR`2I` M!C#0`C8`_P,;,`-4``-,T`/.=P508`9,<`4B8`8K,`<_L']J$`$64`,=@`(6 M``-K```4@(0_4$\AT#T(T%&O\0C.D0!44`%M``(2(``!X`)!`%$@$`(MX`*: MXP)8T&(2L`,68!A1(@A*%0-C,0!8T`"$0@$P$`;((`=#4`57&`)Z]@(RL``_ M<`$`@`1F@!Y-,"$08$)`%@#W(P$B4@%%\#0F$`(+``<+T$$C<`$@,$2QP``H M,`@1X$)VL`!G90,2@`(#".'&`"-$``1)``88`! M90<"8``!%?`=8T@!&9`&32,(/?`#_#`#.(`''<`#+2$%]@(!9#`"9/`%/T`` M)+$!'$`&!1`!#J`!MR@`7N`'''`!AO<'OVB2_T0#\;@Z9``'(\`!",``(-`` M(`$`O,@#-P`!7T`''Y"0@6,70]`!<_`!(4`!_?@#60@"._!Y$&`"`H`P@V`! M4P8$7P`"(@`)7,`!8!`_'``2O`@$=K`%'&`%;9``#4,&`9GN(YGN19GN9YGNB9GNJYGNS9GN[YGO`9G_(YG_19 MG_9YG_B9G_JYG_S9G_[YGP`:H`(ZH`1:H`9ZH`B:H`JZH`S:H`[ZH!`:H1(Z MH11:H19ZH1B:H1JZH1S:H1[ZH2`:HB(ZHB1:HB9ZHBB:HBJZHBS:HB[ZHC`: MHS(ZHS1:HS9Z_Z,XFJ,ZNJ,\VJ,^^J-`&J1".J1$6J1&>J1(FJ1*NJ1,VJ1. M^J10&J52.J546J56>J58FJ5:NJ5^J5@&J9B.J9D6J9F>J9HFJ9JNJ9L MVJ9N^J9P&J=R.J=T6J=V>J=XFJ=ZNJ=\VJ=^^J>`&JB".JB$6JB&>JB(FJB* MNJB,VJB.^JB0&JF2.JF46JF6>JF8FJF:NJF^JF@&JJB.JHGJ@OVD05A@--\%U>@`%>8%NOB@`2\%T(\*HU,G"P&@'H M*`@8<`1W0`L28`]Z@&Z(L*S3P*@IX`\!L(%6($&(G`#RD@(0,`/ M`JN0X$4(;'`#A/('3,`//]"*_\.P`RL>85`#$(`%\90(5]`!'7<`R:@)!W`` M]90(*^!4!Z`!+B`&<>0))(`!#6.C44`5-^``,JLA8R%7+B"S'F`&9F`#][IC M:C,($[6!#F`'T1<`*S`$"T`&:F`'3[!C%;`$C@@C?R`$!&,$'R`U(E(#`!`% M`"!OJ14`95D(=J`"$_$&`.!V`89P!QD!`DSV!U!P=YA0!&:@N(F`!.ZU.0&P!RZD"4P0`-P[H_&JOK!U`%KP M`HCT&>\0`"U&!]$6`(:4`AF@$&L#47ID`B#`!I4AN[:F*!?[5[]C7/!`;%60 M?+"Q8Y-X",.[20&0:D`@5R,W"%70`,-RP4NP`>GT#H.A!C]@`-EK"#UPK6 M@`5[<"!FP`*W=*UJ_`<*4`,_\#9ZQ%X!H`%I.1@Y\`(UD$0@8O``UP#/DML@OP'A(P(3V`&)5@U4E((+F,%'$`P M8A!%;<`%<@(W>F@_F!L`9#3"K#PCX84()4`1"3L(1],`WPH=?\4UK_('$/$# M%10`*F")S52[$5`XE7:MHO('X@L'->`/6V`/Z?`<5J`!"Y)OUPK)?[4%[-9; M]5P8+C,`H+8#.>"XF1:CWM)6WKS&T*MA7_0`:!"T1:80Z;3">N25P6O`GYML M@_!7,+`6URH5AX"&8)"^IJ+/W_('=;!C%[L`5I`&R(MX[R1."!8`^D3"`*S( M9'UDAE`'"Y`"16O1:F,#9C`YS7``%Z5'%S48W#/_&$F@`1D@UBW!@!4W0`P!``VS%-1.E3S!Z`K/E!MU!DV,Q M?[Q$@A/!`\OPQG]`:E8@'/XK"%S@#]"V!@;D%0;L!<;<'[>;.)K,3"2(&B>P M`63@`4A01A"\R&5=O.\C0A^5D`%PN%107``,R34C&$IVK7"!`0)I@P7-\E=C<#2]A0"/90$,``!/D$?BD1&J':-) M<`-!2UO!J[T^NRFVT00ZN\#0Y0!+8P1TX`87\`->4NLSU@(7X"4UD",7*M//`K>D0(9Z`0R59&$#``;V,&`!<`,("O M(W!B`3`#$$$1UTH&!B"[) MF8,@`[=X:DUPBTV0!AQ``F?)!%1@`6G@``10!VA@`UC@`="1`"X``@S`;R-0 MQ*2*".%4R*\OG400`^H]^[B?^[J_^XBP`&"`^LCUVC0,&8PP`)I1"56P%5'$ M^ZU@`*6R`3(@`E0A<0+`[L5/:A[S-Y3PP`N1PLR?"A$@5VI@5'F`!XN;J[ MO+V^O\#!PL/$Q<;'R,F;"G`!_TPU`5>%(V$!$Y8-`49'ED)`$BX!9&:-?U"- MZ!V;F`$0M7$P=`$,*`%FY`%J@QD!+XTCW.*8@;'GSS@SJ`"7#@3P`>?^8\P1:@#8):`N`T^*.DW!]Y'K@$`+&ND;M-`2[\ M,5/BA+PH&-T)")#@3XF/)X(B"5#B90`L%P*1T`?_&NH38=2%D`@*(5@Y8P2`.!1#0``V'#:M+/UZ]BS M:^^U)0`,'-DZ7D"0QN6@!>1T#LH#9X"%`#_^,*(==\51W)<:.4#UHLN!1B@@ MX,<2Y!A`F#OOZ=3="#0<]8($-IA`W7845FCAA5C%T`@^`?0@S@P!H+`)`.0T M8.(>`4CA@#P--!,`%6LT<@!BT1!2Q0+-\#!!`W,$$()'A9GQPQGD4+`4'#:4 M!P<#9`5@@`T;!M"!`F%5A^&56&:II2\GE+'`'U(@044=2)2)A`*U*+#`'#!4 M`$`+@V31P1<3U)D#`VI44,8,7Y#A`2%*Q`,6#(2V@>84#<#_X`$;,1#J*`R' MA$$H%C"0<,(?%\#P0@9_JHI)9JZJFHIJKJJJRVZNJKL,8JZZRT MUFKKK;CFJNNNO/;JZZ_`!BOLL,06:^RQR":K[++,-NOLL]!&*^VTU%9K[;78 M9JOMMMQVZ^VWX(8K[KCDEFONN>BFJ^ZZ[+;K[KOPQBOOO/366Y4=2Q"`EKW\ M3NM!(X?T*_"S%#1BV,`(*]L$'7Y$$<``"4=L+)0BY/"PQ!@+NX,9TC0`9\8@ M]YI8(5:$;'*N53`U2*(GMURK:BNL#(/+-,>ZP\R#@(&S=2B44$(!-0=-C!ET M!+'/SEM%@&9K^(`@@=!0^V)QP'^`_X!T5CG`L8,ED*UQP0\81"VV+DMY8$88 MA5R-U0,?`1J`'(/L$/;8=->RU%`DI(U95'X0HN&7?\A=]^"$-(#%#D9D48@1 MF/W&6@00/!CWW(37#8-I>!5"M5;V&#!(`0%H0(C@E=.M`#XQ.R#592#.4<4@ M'`20PB`&0$!YZ5&KWH@0?SP1`&M:84+'?IW"H+AL8.R+>]0J-`+%YV:LE540 M9%WP2@1PU,#['V)PL/S8[P5`PR!4F'%9"``/0B`83TM0`Q.:/?V]MLS!P<(@ M2("TU0B0!8S)#(-P@!EZD!D/&`$,\\/6$WX0F4%4X0<,B8$ZKC*!)04@8$=1 MP2!N<).]M?\C@==:40"2,`@@_"X+Y,C!50#P`TQ`#$B\.X$1\H:9$.##,B"< MUHK@H,(_`,`1#2#'%*SBA1UHP(6#:$,;GH8>+F2F&HW`80ZCQ04C=!`)5J"! M&61@C5JDP7L0F4(-,F`:B"W!.W]H0AM$EYFH[.!@4Y26"0)0@4$H8`,-X``, M?@B$31B@;1"!0@T(A`52-"$`4?C##."PM+U9H0M%B:.TN`C&`M#!!E@0P06P M4(N-4"`B$-")&0)6AH=]``MU-(`1&+*5J,`ADI*$UF\^1H4:E$\!-?A!'0Q` MBS_N@!N6D``#&"#%8"!`+D<8)?X"X(`OU$`+?W`8&+7"B@"@)I;_SSI!#6#@ M&DQ]`0P\0($9B/!##:")!R&J!0D:P8!BB``""O#0ER1P`2O48S=_N$$`TF") M$T3`*F]9"#:Q5`5%&'0(6!F*>K1@ABZ8@04DH,,?FC$\!6AC?)9P6".F0PPL M2&@`73P=##;`@_OE@0XO@.8@:'"!#5AE!8`<*(:DD`(L!&`'5J#C55JBG@=@ M@0R,^\$>JIF`"/"#"IO@`SZ8H`=B@`YH(+U&$\@!@4J\IBPD'$0UHD>($]QO M(F)PDDRQ)`,XX(`%D"%@58PPLB_`P0Q48`$L\(4`N`$- MQ:B`&5X7U5#<0WILK4%>T=>(%TI!#C"H_X,?1M!-2]A!`3TK@1+DYPL2!6`, M8[U2-<+V'C+\80G1(<`?(L"%'K`!``XX@VJ/48_$H*$15FB"#P+PA1;.8RGJ M49\]S``'A!(C"0&@(4A#D((>9>X/%7B!":RP'R^,P`VQ@U@(4(17MFY`>;T3 M05B,$)=0]4("/]C!'-I0V=!2Z(=AXX<-$."&&BA$"6&8@Q7T"8`YF,&XQ>XA@0JH)8KI%0']CB!"`L:#``$'!(#'OZ0`2.\T,C:^2$*.#"! M\64#CPR(`@(N8-YD..P)$(@!2"\XB$9<`*1*\.P@$,``F\J@&]!HQ`S`2P4: MUB(+"381.FCRPVN,064VY``%S$`#!/#`#&AXP4HT]"+9-"(,JMO>Z&)C"S2< MPV`]J@%&"8Q/4&<'OMC8V3]9[9#R8&"//TP`-)>2HM]DH09N"(`?&+C_(0E( M0`7A$(=-130(/#R@1ZVVA`M>`*)&I,`,,6")-5I@AB_(SPKD0&H>W,#E+I[# M#):105@:$84'6"!R]IA=+9(0[`#0X0`C,$->W6TA>!/B'&OPP@G>4`5Z#^(# M[1U&Y*I0`Q',L0S+K(&CK1F`!1"`#G3HP!7>XX<-%&8$`A`!'";XARF,QA[P MJP4>7G"#)`"``$XT`0^:P)XVF`$"7U5D`&I@53YHPPU/8\X-\F")*^04!!=( M_`7B2@@\.*```-!`6&*-@A"H`0NOX[F%6O`;"1$"N7#8@!J,\`$>R('""1@! MX8F1DMA`8`Y&@,,U:-`C":U\`XQV@`/^Z0`P_T"`!VL(@0)L@)!_VH`#>QC' M/+0\B/\4.3<78\XEN^&"/PWB*`&@L(;:N8GW,,&@.3!H`:!0`3H8@1Q6.(`# MIG`!(]2`H[UHP@)85PP$T"%ZIU-I M9`9R`$TK]V"Z@!$DH`#98`1\0!C!50L-8!(U`3%-\`!6A0L.\P:;MEH/\$^; M<`+^@`XL6!@E@`0/(`5FP`<34'$F0#R^T".#57^SP@$W01A[0#ST%0[0``+X`$:,`-24`LL@`]&`$#" M4`5=\`*9QX.O(@560/]G!G$#&(8`T@,,'J`$96`9+?$CMI`U`7`&ME"%6B$$ M`\`%S*>&LQ(!)!`=BKB(C$@%1L`!BA`Z`T``41`"-G`%!I6)FA@"!9")+1`" M`Q`"(=`#-B``!1`&$(`"/6")-M`"!1`%5_`?<*"%``"+-N`!!5`#"V`#4>`! MO>@!#"`!4L`%0F`#`]`$!8``0+!Z#N0$]V-PL.`$3=`$-*`#5=`$".``"J`% M$2`$#L`%4R`$0Y`#*A!^4\`%#N`-X2>(!B6(3J")\!B/`U`%']`$2T`+*&B( M6Y$$;>`''/"/_^@'V3!E`;`'AV,&'0`&2_8"<``'YEFS9EA"`!6KP M`AR`!#-P`V9RER;`!])F`EW``1D``EW@!PG0`0EP`2!@E(B9F(JYF(S9F([Y MF(RI`2[0!1UPEY9YF9@I;O'"`4:0!^^1=)CA!'_0`@B``55@`$#0`DY@``[` M`%)P``90``2``B>P`@Y``#;0`[:I6@,@!4`0`@0P_P%5<`*7\@2B60`C@8,/ M`0HQ(`)/$`4E$`<&4`&:!`85T`5=X`(7$`-Q<`$^\YTE$`/@.9[D69[F>9[G MB00`4`(`8`$FP(L=(`5@T``E$`4F(@(@T``=X`<@0`$-``)QQ0==H)\-D`#Y M:2((FJ`*NJ`,BJ"4)B\@PE8!P(SZ6*$"0`X/5:$:.@AV<`4J(HFJ(JNJ(LVJ(N^J(P&J,R.J,T6J,V>J,XFJ,ZNJ,\VJ,^^J-`&J1" M.J1$6J1&>J1(FJ1*NJ1,VJ1.^J10&J52.J546J56>J58FJ5:NJ5^J5@ M&J9B.J9D6J9F>J9HFJ9J^O\L+#``RKFFX]("-V`&?6`)1$"8&]D%/0:GV<(3 MFY`I/=`"40$X?(HL)Z![C60+-.``=>"GEA`5JO5#TU2HQ=("5@!F9^`"=/`# M$(!UT!0"5G"1*O.H9O`*DFH06'=)`F`%=,`#=$`%8$`'^4BIM8($,!`!;-,' M#'`#+Q`%(*):-^`TIV,E@Q`5OOH"->`#'&<`/7`/(<`#HA!`5%>`S,8,)/V!Z;_`!+@`'V,HK-H"1 M`P`#WDIF1X!(&`$T.T&LF%(#LSH!&8<*T"6O\ZHK2!`?+W$(L8,!)P`'&8`1 M$V3_KL4:`!^3'\:U!T-P`7"3L+F"!..4`'W``DN>'K&]KD3OP!C]@=VUI!@IQEA```V0``W=G!&WP`QH)F8B;N(J+ MN"9PF"Y@)C.0`9@YN91;N99[N9-K`+4X9&4P`3(@`!Y0)Z([NJ1;NJ9[NJB; MNJJKNJDYNFQ@ND$+BU@NBH0"5,@!5*``T``!!/@!#F0_P1`L`0Y@``ZH`!2 M$`4,$UC(`/HV;S.^[S0^YT5X`+B>0$5``*(=[U^X`(=8"(#VJ#@&[[B.[[@ MRVHT"0%&D+Y"XE][V[[N^[[P&[_WP+;GU[[I"W*"JQ!&P*I6T`;^Q8(N@@XC MH),(F+;',@!*0`4*O,`,K,"5R(L]9,`2/,$47,$6?,$8G,$:O,$_,$@ M',(B/,(D7,(F?,(HG,(JO,(LW,(N_,(P',,R/,,T7,,V?,,XG,,ZO,,\W,,^ M_,-`',1"/,1$7,1&?,1(G,1*C#`L0*B#H`A+G!D&T#>V``"LFE%FT`:B6149 M,`<)L`>#J9FI`0='N`L(0`!&2?]A*;"1(*"'57`%3)!V6K61PW8+;"`#=(P$ MZ^8+5``"SV<)53"Y%'JD!0.!EO`$.\"PNT8&5B#&$T$_#*NE`"D82OMK``XSP"[O`$Q$`U0YP!`L``SMPU6,P`T.@>W;03X.0E8,P7Z&@>_O1 M`F>P'U^-4&N-%H?J`%XP"$=0!U*@S2KZ!#7``*##?9P6`"KP!*Z**58P!1C` M$Q*0`C<%!5%P8Q@`(FG0`$J``0T0`Q@@!PZP6Q+R&]>:"U[`;61`84F@!B#! MAA<0!$IV!IYI!@R``UG'``ST`+:@`1GX!T1@!HTTU*I3'4@@_P=I:`FQ8P;6 M@X(@(`$X``U8'V#D`,00(:#H-NCNA3%-`AU(``H`@.@!01[D$A48@%- MN`8TVT4;.0C<^P=];0OH1`@($``F8`=YP`,B8`=S]`AQ5>-2^%T(3>$AEZ(Z M$E('44`"%E`$85`##1`!6S`%"T8$P+`"+Q#6?Y#J&``!;HCA'J#AYE,/&A0! MH6L)M+<#.0!8&X0%#,%90VU135$'+J#(FT!M=39B/^0#@V`"#2#J?X!$IGX# MJ#X/MM!7ED#_:PG_,$W``S^0`3Q@!6<0``B5`$`#S.H@7``6)@"0E@ M8';05QF0`=MD`Y@6`^\!`6%0#U\8`=#@TF80!3P`,5I;[A//*3<@4;Q`&->= MZH(>&U4`X'^`!'!`>"*[!BL``^1*(L^7!["W!`K0`3'0!!7@!@K@!$Q@;$.= M3Q`@S6;0$3)0`9UM!GJ8!W+`!#Y`!R[U!U90`4T(0)@`"J;NIZG^\(Q#A?37 M*6U0"1C!,5ZW!7^@`!!0`_?CG5Y@!B.OHK4C!QV@5FF0`1``T5+`0`W0!24@ M!`K`'%_@,T@`!7(`6F"2RS]`!19U#W34A+!_#6H0`+.*"X0Q7&;0_\D2$-PQ M(`=D3`Y\T/2-(``;WP@[@()50`8M"`4$AP\5@`<30+(U8"-^U2,?T#S,9`GD M4)2N3/P::04VH`::!-3!0M2D;Q%?SH?A46O=:]/!S0GECC0DT"% M"B@+!I(Y)25GA05&69)C!P!4)+<(Y64"=7\H'C(L91Y_3PL`"QX$!64`99Y( M0O"/``!F2!(DZ,,FD@8'?WJ$B<2&@$("5?]<*(Q`JJ/'CR!#BAQ)LJ3)DZ(B M<*@!$:7+ES!CRIQ)LZ;-F1\N'+C)LZ?/GT"#"AU*M*C1HTB3*EW*M*G3IU"5 MOHI*M:K5JT97`-BZU4='%D3`<"S41(D'%%$`A/"D@(`]2G@7`((AR)E3@),8.'0J%8%@Q(B5&CO& M00G`P:_ITZAM"BJD`G)'#CQP3`H`@K4<(ZDV6/UL>++B^(,H?)CU(*"C$8?%L,9%`!(#8EL-:2R5X M4ZHR)T"A"P%Z_('_4+JY__\`8B*(%T-$$<`&A0`!PP5?F$&!';^YD1P$(Q@0 MP!8Q)@`(81;;YIGH=?1(!##SO`P4);_R2( ML_@L(`<#,`,$-C`"%H@AP&8@#9> M@`$#!@"'$40`!AT8@`G_R5/4,"$`JR!H.6M`KEN(36NT-,$`1$8'%/R!`BBP MP0@P^HE"ZDG`%6@@S%[RE:^(,$,J`3G M&PJ:@+;9()6CJ28][9"!`,SAJ5_@P`^HBC4&-"`#=I!$)NM@`/S0AH@&F#`/U;+;$M<%&<@0E1"!J4%@BE2,U-T7,CK"0JM>8`8S M\`H.0O@#"^H4@!H`X0XDAH,(_J`>&&Q2PDAV"@T<,$0T.$`+1XR$`Z9,9=D4 M(@)G.T&."[$",T0Y$A]@05K.8&4%*.`)6*;B"5#@BDC$8RQ<```5DTSG*DF` M`A2(0P?JS&>/-"1N.+""$2K_4(4^&_K0B$ZTHA?-Z$8[^I,14$@"8H"$"51C M$FB0@@@2X`\(;B3J$()JG51P*5@B9Y(PGK]0(`_3."/OG2UM%^BGD*PB022 M6,(8(\$`,RRL$NMJB8YPZ0D6_,`(N&P"%>`0[6F[NR00V-'@L!V)&!`L$G6H M0`!N+8EPVY9=01B`P'/\!('3@`4#N%$A,F`&*7E,M>^.N$CHL"-!0#<2#7"# ME0LAMB%70F00&0"X8G0!,X!@O38(4@`(H)YV_T$.(PZ>X.(_(-T.5:B!&R#0A4G4]ZOZGD@! M%9GSKHN"XA,0.+*Q("E)B(T/EEC7`(`P@#?&H!&L?NE:#L$#N-SK@-\$Q>DX"9#=_`]UP,\E7MH2#(P1[A_-U!_Z"@.O2,*#&81F)"@5 M^,X+/@"Y*<0=9!"C/YC!!9%8`((+00)D)Z`&8W'\#AKAA_O\=0%PD`$<7@!A M26BI$#S@.QEDX/GB1R,!9@C`72.!-=I6E:(-6)<<&*,%,[1WZ+S:0/23;P,] M0`8$<0A``@Y0`PL0.0!J\&0AN@`'!PQL^5&0PPY,;?SZ5_\!"4B`0@LD(00D MM!"<5X!_2,``FX0`,?`6?T`0`HA_,O!I=9`0%"`#55``+N`=!8!_^Q<)5<`! M"J$$0Y<`&2!2]3>")%B")GB"*)B"*KB"+-B"+H@\=7`$D_`$H=<7_?2"2'8$ MR5=C/!@`5<<3%F`%-68$S=81!F`&L(6#=(8#`C3Z`?.(`"2(`!R9%$)X`!LC&' M001A>0"'0>0%`&0&)``)$A!$,F@)@G0!4<8#9G`,1U`'@7@=&)!:A%!$&'"# M9(AHZZ)J0,`#>V`%$$`!3Y``$%#_(P>D!FJ0/PS0`PT``3=0(]OR1B]``F?@ M6RZR$Y0@`=CD5,RWC$P`T30`'#P`$^P>RV@`2S$!8/Q M!P]@!BB@`"!0`SV@`+^Q<9&``?&&C_75`2)#!AR`!7#@!45@!D2@!?7E`X=0 M`!P@!S]P81<`!]^D`7`P`S9C!3MEC6T%,AE4!V!@,@8R2@'`:MOV!X)T@3MR M`-\@&(60)QE`"?J859%07ZAG!G<5`W`0`:TQ9#D0!Q'@07KQ`QR@!Q"6 M`'<%`;51_S,!L&4:R5;8^`<68C(.\%D!0<: M8`7)T0-F$",!L'\(`'/O,`'TTI4J^0<88`;U$@`_\`ZML0:5X`-?(W3!9`9: MH#UG6`%&D`>T="*`(!L`(YL`$U4`6.QP=`@$UJZ0)>E@(70&]75C=;('!Y M#TT(9``-/0$L=D`*8T@,O)1X;\(,VP$*:8@4A,`!$0`>[-/^;H%0C@Q&3 M.)(_2&(``20&T&`''0`#,+`!#L``@]$`/+"@`N`%9O`"'H`!CQ$`(S!,"2!^ MD[`$EP$99F!^?Y`[.S`%X#(!"@`N(/!2C1-H)`N`$19JD2KJD3-JD3JJD7L`\'/`- MD8`'5,`\XT$#4AH#-*``/+`!''AK!]",VU((':"@PW0"2G`!&>"C3^IN=@`$ M$,5U.9-\^FD`BD%U'*$"[.W_@`Q<`!2;3 M`F*@!@'0!@N5J9>0`$57"*.A"W]``W#0!\&JJ@*`'W?%`TA0'I.P!E[B(F[B*N[B,V[B.^[B0&[F2.[F46[F6>[F8F[F:N[F< MV[F>^[F@&[JB.[JD6[JF>[H><08,L+JLRP"EIPDL0`(@X)8`-MD):G=D3U MB0EV,(@-8`3#*PI%L`-[0`=F0$.:$`10`@%N``890`R?<`(+FE)S=O\'4#`' M/A(%$+!\EB`!8<`!2("/=4`"S..KD]L%4DM+.W$`T!L-1I91,,"%GZ`!E?$' M.Y"PFW"E?&EY'X%'_GD!^JL)#A`T0G`!,%`#R&8):X";SC8"2W`!5C!G?\"B MI?*M_W<)/:`CQ"=ED#%*EBL!?$A+I2$!5B8$7,`%O1<),6,#+*`"=(`'+."K M3E`%H!IL3D!.'X`%!*``5AL%8Y$#A&`)"+`#9"EZ]3(*'G`#7S=<@G"&FA`` MLAH'8','N)N+M(L)RK(#&2DRDI>Y0*R!%PH98*`U8_"LZU$#F*)\L55B/Z#! M?S`PD%$!.0!1<-`9/<8!.;!>5D`Q71`PT0?_-A=J!0W@`M%W#"50-VX0!0B` M!`T0`V>Z9Y-``='7`,;3!35@!#N0`2'0`%R+"=ME;;J3RM'7`?O7`C=0`GS@ M`OIV`2!0`D8``6"@!"T0`W+`!S=76'\``"5`0OD MJ\U6!B70(4U3`KKZ!-UP:?4T!@2LI+14IG\0`F;P3;KY3=R6B'^0!690=8.U M6C>``9SY!<=;"'!`,1RP!Q(``)4GF71P#!GP!BQ@>*/R=GW%):3Q!P.`!;(T M.`+0!&X0`$7`)CPP`+0B"00P2"%`!AH3`1J0TBR@!2\`!IU`!SP@!%-0+4>` M>S(P`&Y@!"L`G&J0_P"DE88"QP-&,`!-D`!S8!&A\@=8XP%#4*C&BT@S@$VH M!Z\&P`-J,*')-X@U2DO15AZ%%@%PT-4,LV_%(&-_H!!U8`0;L`,;<`$:D)%*L``6 MD#M-,`,1K8^%4&$\((0ET#!WTC#\TM'/A%&"H!?`Z0'1L1,-HVK!5#A_@"BE M<@'5^L_SS,L4J@96D`9W4`'79R$6$!TC_0&"U!(_\`)_T`1F0$]-4#U4[9X' M`!SAA-,T\`96\&5BH`0VLQ,U4`)LJ$]%?#:")Z&'E.M M.:#A/)+;GZ#3DV#>2#,'>6`&GL0FM]``M#4J[IL`<$`#6(-MU8T!@M0?-D-_ M8B`#/@`#"2``.Q`!X^UL)@`!5D!&)\5Q,7T`1Y(I)W6&=$`QW>4BP6=ZP$JD M#14)'O1-)Q#>DL``<``-2]`&1;);="`'#:$$25@(&W"&```'."``<&`\GNU> M"/('_5O=$]%M`H':FJ>;)SY(*A[;DC`'O!H$[!;_XVD\";2,-%1P!S7@2<"I MJP'S!ZJGGQV`!7=0U5@E!=K6'WW%Y'W@LEI$,>-=!PF@!@K0!5K^KM0$`G#@ M`>^-`)J(*?8PCTB48V%%I#F`'SO@)O!M!%"P+MP\*F3@!R^5`1\`03A@KE$+ M!S^X7(JC`8%Q`QZ@:V$@>TK0![8#`G+0`E@3X@%0F3_@!P7``SN`!\1Z`0^@ MCB!27JK'QJ1DJ%Z"`#_``XS!!7&PRY:`!T;P`EK#<-+B>`L0-3E<7U'0;`T` M`X4``V@L6Z@$T-Y1W4/@W,[G!\P-KV<8'55SS>$"`SX"!EIN!LE!3=HB(YE" MJ4H0!1-\",:S`IG1[#^J_P!(8`$EX$QY4`!=0`/T8#T,Q+ M,@,K4`!F``>$D08-T^=/ZF1).PDCQ%NA]P'#BP8A.PU#,!8T,!98-@2)-00. M\/\!3A:R7H!FX.0%[X`&'W`$!(0#$0`("']-#C1_AX=H*P`YB!\T0H<&)XB5 MEG\2#%($+)9+`*`2?Q\`!8@$`#1?TFO.*`V?W94%R97E@PB8T-_ M$TE_BZ!-/E``*`!`!3$+#F$7-#,73%1@9P4P%]\_4'4RWQ9_'!<:E^OL[>[O M\/'R\_3U]O?X^?K[_/W^_P#WD>&#J$2)@`@3*ES(L*'#AQ`C2FRW(P`,.'#: M3)C(L:/'CR!#BAQICT8/&#`61"+)LJ7+ES!CRIQ)LZ;-FSASZMS)LZ?/GT"# M"AU*M*C1HTB3*EW*M*G3IU"C2IU*M:K5JUBS:MW*M:O_UZ]@PXH=2[:LV;-H MTZI=R[:MV[=PX\J=2[>NW;MX\Y9%P:"O7P;"+$D!007@$P[%$$HP$`01@E:( M[�0$:&!$"``CR?: M!1@QHP1'C`L@=MS@8`G-EQ`H,# M?P``APY_0*";)0[P!Q`>#I@6T'242%*#&5*XP!_T`%`=Q720:]\3A")Q$484\(Q*!"!*X$<-P?/,#Q)B(+F)%" M)2='""""(#C&4LD%!P7A'"(D:-#&I7]0$4`&%@(AZ1];P)$= ME:^-D>4A>62`Q1=M=*#`%&3^,44-#310PPHGD/$##S4<\`<4R"$`!#'\@4`-$`@P MA6DS;/R'`F84QBML6&KYAZHF8-`%?P+DEJ`&&$QA1@(1%G!$`&*P8(9O)@1` M!0MJ6%%%#WM`$&MN=P3@`P86!,"7&1RL$,,28H01CQXDP.#%(5`<*((962"" M98@?)@!"`"\@!\Q#$W8B8<=#+KRG(X!\#&,'!&QQP,$4/.I?0P08@7+""&&2D=L34&_T! M0P(XT&'M'Q<8@<`#N0U@$1W$7TI'&O9@X%UJ']!AF@=OG)#_6H(@'DY'H\CS M'D#MB&A!A1DP7&O%@%H$L/D?$;SPI@2IC7:(#`',1T'L?XQPRP1F,+C`]A>$ M?XCFG.OT@-4`B7N#,0()&P:T!AP!"`)!PN.VM(PQFN!9Y#D&'\U'! M!8:4N`'`P1@`74(0P;0QCN'3B0@QP$H8/.8"`,_P>:6/76)8=&F!%!O,-"ABQ1@AQ*`("# M/!\(P'"(`ABD!`30PQA&0`3*!($*2.A#":Q0`23(L! MH,`".,$*%L``!R!PR&#.)1M4H,*@!D&%#2RM"C%=F@1J>@&7+2`!-C4-U%[0 M4_3UC0=O8.O"(31@A4Y5X0(O>$&G$D"'%P!*"E905SQ\$`!35&(+&_!G`R[P MA1L@0@R!`X%$%?`#4B)B.MTAPP`.$0(K=*<#FME"`&9JB3=TISMPX-X'8`"J MF\'!#!"(V,VZDSV7.M8>3X##[AIR!#/ZV,VN=K?+W>YZ][O@#:]XQTO>\IKW 4O.A-KWK7R][VNO>]\(WO3P(!`#L_ ` end GRAPHIC 35 m62094tom6209423.gif GRAPHIC begin 644 m62094tom6209423.gif M1TE&.#EAF@&P`>8``(2"@I&-BI:3DLC'QJRJJ:6BHKV[NJFFI?+Q\0@&!^[M M[$U*2IV:F?;V]>?EX^/BX<'`P,[+R$5#0W5R<"^O&QH9[BVM3TZ.>KIZ(B%A'%M;)F6E=_>W4$] M.V!=7&AE9+6RL=#.S$A%1#8R,N;EY"8B(L/`OL3"P8V*B3DU--'0T*"=G.SK MZH!]?!82$M[=W,O)R3`M+-K9V!T:&M;4T[NXM]'/SNCFY=;5U.WLZ]S:V;.P MKNCHYMK8UAD5%>'?WYN8E]C6U:.@G[:TM"@E)>3BX=W_O[____R'Y!``````` M+`````":`;`!``?_@'^"@X2%AH>(B8J+C(V.CY"1DI.4E9:7F)F:FYR=GI^@ MH:*CI*6FIZBIJJNLK:ZOL+&RL[2UMK>XN;J[O+V^O\"9#4/!Q<;'R,F##5G* MSL_0T=+3N4P(TD`N%QLD![I%%A?B%Q-'U,\5Z>E28;)E)XN!`D@O('B3(3^N=&&4`,-9]PDH0&!C`\K%BI8 M4(1>PT<`?*B1@P!\?)""&``*D,8(%7H:S`QM?@.&#`"Y\.0,/ M4`C"00E?G+$%`"TPD8#_"4`(P,,?`KS1!`L:)$""'8+4(&4A$RA0`@P&"/`9 MO@D<@(4)*/2101)&7+'!&S;\,<,9#2Q`!A6)7;%'(2SP,4`"7@S"A0]!"`+` MK'K]048"^3B1@`-_8+'!'QBX(8@--0SQ!AB#5)#`8%-((`@%:SB00!)2_.$` M#T4,=@`;?3FG2!TE).!#$Q0!(,@B#Y3O`' M_P^@VU%`]V>8P]C&A4B0@!.#N(^#(!<,\$<.7_]A0@)F#A)O`\]#04[D%I`A M5"<)`7G!$SI`AC]XZ`\Q@(`@XI"```C""R\HPADDZ(V7(<%TH`+-IN;0/4DE M0%&&`,`9['<&15$@`3+X0Q9,!X`G1$$0,$C##4AP!KO]00>)^0-I_H"#6TF` M?7]X@@4&X0!7+0!T!DB`!%_(M0G(10(Y^$,5,O`'([@@"3%DPA-RL`1)N:T! M,,B#`\Y@@C.@P0$($<0,4@<)*5P@`6F8%P`,LP$:#"(+`V#"'5+`0P/X"!4`#PABYD(/^2A#D#=KXP""">`! M-NW&-`AD@$_7@L,(;BB(!P["#VP`@1\',00I#B(!7(#`'A0EA3>$X%-K$T24 M4%@(`%S@`:B<8@(8``$>U(UBP@'!&58PA1X*8@=!+$04W@>!'/'I#PFP)6+. M8(`%Q.$+;P#='UZ8@`24"FPU38#XI,"HJI*BLX(+F`J`U#4!#H4HC"$FL`<(Y"`?JQQ$#@8#O`C8(`BY5<`$<#AI&H:#_B&$@K@6-U-X!A3P[VT)6`(!:'!1-A!W M49]1X2!D$%)",(`-7AB!4 M;3#`_QG8U@;&L>$.1ST"&]C@VS<](@"\_8,8Y#""&F[O#:P<@$=%E`<:\``, M)"N!!;K`@S?XS0)\@\IH<0">^?17$&T4Q`O^$]:G"N(&8&B3%PYW@SG,3A`Y M$!'P;%)@590`!0`#`QL%`08H=+<"';@`Z*1'@`&(H6Y=@$`#./"$!5R#0H,P M&&U!QX)W)8`X?_@'`P81A1RD`05G>)<$!J`#$?#`!_;+`26+`%!X\4$-54C` M`N9%P#\8`'Y+:$`16G"&LXAC$#4X`U62\-;27%>UZ9GA`PIZKT79>!!LX$/# M!%&'#%```&W``AAHT(X77F&F,5#`'A5C!H8%61#)Y(R01?^`HNJ=02YBJ/!_ M-S7I/;R!N%3\`Q0@<(,,9%$C2^#IIGQ``A6G9PHNV(\'@N!1`\AU$`PP\B)D MD`,@U"$,+?`C9%7W!##,ZP,K%O(<0%>#)\Q+`6``Y>_0QJHWL*0'-$!1"F8E M81O0H0PY4`(%T.""081!`F_8CR!`X%\E),`&#?#"&680A1VQS6>J]``A92+,,V9"`:XA6$`-XPQ;&)],& MW"H!U-O4$T0>`#.H1@SL&[1-WI"`1(LD#Q-PN*/54(>L"L`.E:Y2!]C0O2"4 M71#U&00&2*``1S4=ZOY4[9[G,H'_@@+!#@?(`0B:=[HWH(`8#RB#"!H``!\, M80M!'`$'?&""(!"0U33H(`1\6(`,!C`'"^1! M!")X@1*2L($=`.$S`^A`"QYPO`$,@`$T,$$%B'"`:Q/@#.+3@`\(\`$O7,#N M=9-4CA^PL\$SX@,B0$$%6I`&`]3`O`$!U`*ZT(+#"0`&'1!$`7B@(#UX:@@B MV'(-]""']``(Z!8`!A-P!SW`!D\0`X`C`EM`61R``FD@/MKV2A>08((`!2X` M`O8`!-!Q!0T0``M@!F```@]@!%J0`1H@'Q*D"FM!"""0`.G!-PIQ4!?@-EB0 M`V92`V)0_P`9\"4@A0`CT"X$P`5G@`$W,`(B<`$$,`4;H`4F4P!.X`)/X$@] M``8HM#]-XP+>]6`#\`!OX`(VH!D-Y#0U!1YU8`;I%#)GT!W/)@)25P$BD!,Z MT`9RL!0],`=A2`#IA`!AP``A<0W_<`8Y$`],0`,)`(@T```B)PA`$`>`>`%[ M@``/H`?0%RX)P`$9D`!O$(AO$`7N\P8^(`$$T``4D`0)(")^T`82\%"#(``2 M(`&4I`06D`$`L!U#0#$2T`4G4`"M"!XL(`%P``>M6`$2D`$&T(K&&`.B)0`W MT#,I(`$M,`0;X!5(@080``!E(`AY\"4R$0$EQ`@W<`0-P`(1,/\OX1@!S58' M+\$U/T`3@\`"=8`$$2`4+L&-?S"/-3$(\.@IJ_<`0G$.#54!;C!.!-`&,/`& M^;=$%N`'$=-=;``#ZJ`%'5`!2R0(,H``1B``$)"1[S4"&=F1/5``!6`#&4DE M@P`$%7`K1)0.!U`!6F!-7]`#33`%&;D#)#D($%`%+]!LA,`"5H4B-<"1I?<' M'`D!2_$"$-!L/Y"1>G@%2OD',N`'_AB54CF55%F55GF56)F56KF57-F57OF5 M8!F68CF69%F69GF6:)F6:KF6;-F6;OF6)F7>KF7?-F7 M?OF7@!F8@CF8A%F8AGF8B)F8BKF8C-G_F([YF)`9F9(YF919F99YF:B0B)BY MF6-Y!YS'F:`9FJ(YFJ19FJ9YFJB9FJJYFJS9FJ[YFK`9F[(YF[19F[9YF[B9 MF[JYF[S9F[[YF\`9G,(YG,19G,9YG,B9G,JYG,S9G,[YG-`9G=(YG=19G=9Y MG=B9G=JYG=S9G=[YG>`9GN(YGN19GN9YGNB9GNJYGNS9GN[YGO`9G_(YG_19 MG_9YG_B9G_JYG_S9G_[YGP`:H`(ZH`1:H`9ZH`B:H`JZH`S:H`[ZH!`:H1(Z MH11:H19ZH1B:H1JZH1S:H1[ZH2`:HB(ZHB1:HB9ZHBB:HBJZHBS:HB[ZHC`: MHS(ZHS1:HS9Z_Z,X2I7!]@=7T#J#P`0B=P?$@6==1`%20$^"$`/]"$$?(`5. MRCJ',`)$>@!6@)K6ASO,@A[@P(B ML``H20AH8`869`<`P`;QX@(BX`-^\P0=086H``=8`6"``RFH%1D"(-%"3?Z`'.0`N,W4[#A`%/+`JA#`"/"`"U\"';9.^CD'DN:4-04_)WFP+5`'VH46DD8'^6(OA&`! M+*NW'@4SD*4=PL&7D,&!0B$(P""_$ M1?QI7C1``D]P,.U0`0>`&`D``E-#MPM`!WR;B'HK`3=`BJ$:%H&C3/)7B*KC M/CF652LD"(0H!WJ+A8,0`M-7B-X5!3``SG/C"0"#3@!'K;5H(0 M!7,0!B!1BJ;[!XAF7GBEJC8E"*U;B14(`S_@!A54L#75G]N+`^J$`7+ANS?` M`35U`+;K/C[P%QF`I(\T-VRQ!A31`1+0`(3H`K.&2F)RL%MP%CG;:H2H!P<` MP4^@>HNR!G0P5;;[_P\2@EFP"4<@@UX`.^07:N4BE)H`!UD"-S MPWDRD`9^=P;OY3*:(C",`))X"D]X#YW9P=UD0*>F@"V:[CM M$+8Z"ZXYT(KF11V"$`9<_`#*9I^L2DUK.\9.>;"4Y#Y@,#F'P,:$\``\P`53 M,`4P\*U_\'MGT`.+^\77=`8Q]`=I8,EUH*S?,P$M,,Q38+6W`@)[@`>"H/^V MCC0#:XLXI.A(=;`%"H#)*%Q3SI$#K,0$!VL_,J`'@W`M9W!#4LR_.=``>``` M-S<&@D,E:G"P1O@&CF2?90PZ%I,`5F'+QUR*="L!0R1)+$L(+>!?UE%3Q,&' M]PQ?#=O,67='G/,%-44&#N`#V1=6A1@&+:@H=9`$+0"OK(5$.4L`%"`#+6`% M")`MZE%3-'`#]%7$EE9V%.`"<7`<#4#"%D`!ER@E6J8'JH=*7W`<+Z#$8#`$ M+T0"45#,HT6?# M'%=39Y`"5IL`?"``C5-3[5=3?-`!8EV("8`")H#_!U:;`T7P!V+M`VTP!I8X MLUHPNX.`2V\P"'A0!6)066)@``U``!S``1:@!E<@V:,]!J@M*D/Q`4TPVJ0T M`*K=(E7!`2"P!"$P!,V3'`>0$3M@&P0@!)>(!'A0`TEUGW30D1WY`%2R`QFI MDWG@*L[=D3ZJV4R9D;CQ41FY%'X``5F`!%6`!">@`U$P!)YR`TB0!3KP``[@ M`#J``%'@`$C0W@Y`,G;3WCDQ`NVM``J@!I1FV85P-4V+C>P:"Q3P!B3@S2SP M!`N;HYQ`!R1P`4.+"PI@`1Y`)7?@!8?JX)X0`[S#X2`>XN!IWY%0!\V#!_`J M"0K0W@4NXJ-0`QJ`'>B"_]%_X`788:J(\`$;D!VX,PD*?`&%ZN*C@`7%O`%2 MH+L)H,8C8+4!L0AK]-&6<$PAK(";_ MX(((H*PT4"^'4PA[3@@ATP7UD@61NW*QJRC[4P(%0'80<`4^\`0(,`>[/%4^ M`&C/3.F'`5#[8QAPP-#J10ADU]6#0(A[1H@]XSY-L#1]J^>M10AT0(HDD",J MD/],C:$VW*2L6BOE3>$"'7,E4^4!>2"GPBY$.#`&WFH8?"BR`#X^EEP(!ALS MM*5,6OY"9Z"9J?X'`U!:NX0=7I!5AJ$V73!2=R?E+7@!4C`#)(`$4S4\[3X( M7-@"!="_.P!3)T0(:G,&06G#BJ3O6K[O!-`#-=78A!#P$X`#9$<6+\"'8J/P M=3!5]B/E4=)8/S`"4S6T4'GQ9F@!D9L$)P`'2X`&(5$(REH!#'$'!=!#3%<" M#D"*34.(`I"R>&+M*,0`2;`$YGO`W$^!V[P`4A@!@-W`160,B&0 M!@,'`4Y0669`I!=/!PS0`;[!`'7P`1\@`/9F"'1``07``!0@P&JN!I`K@_*N!)]$_&KFC&CVP&O80!L4?!3EQ9!1`CB>@`'G0XA=__NB? M_NJ__NS?_N[__O`?__(___1?__9___B?__J___P/"'^"@X2%AH>(B8J+C(V. MCY"1DI.4E9:7F)F:FYR=GI^@H:*CI*6FIZBIJJNLK:ZOL+&RL[2UMK>XN;J[ MO+V^O\#!PL/$Q<;'R,G*R\S-_\[/T-'2T]35UM?8V=K;W-W>W^#AXN/DY>;G MZ.GJZ\M53SCL\?+/%#P).6KS^OO%-&!3"63P&TAPUY0<.ZHD`,%-R1($!2,F M4W"FR1\'"7AH,P`F08(5$D,2:[!`0AA!''PT((4C1X(%!EQ1,),`3!,((G,& M0_-FR"`-9T:0ZM#!0QLW-5J!L>+EB,ZGOQ9@("0@0953,F"(6*DJ2@(&4,/R MVF&%JR`6"0Z@(I#`PZH2"92(G8MKR81"(]ZH0$6GPIDHJLSPR".HC@.ZB&%U M*6!H#HU4-(2IZDZ331T M3KSC@?\A$`E"#'!2H;?O"B@J9.B$^RHJ#PD(^``3)(%K4@)X\#@QNSH)#RZL M>/2H`0``$Q!V0!B_H],.YZDH>-320/US4!`6T`#PHSK=$1T.<.&@_)0$"EYT M(8-M`Z"G2!8/EB$`)@U(,)@:%)R0SRA(M''&'H.T4<$F+P`Q`PAZS('!$DQL M2$L#22E`3!XAB.#2&SR`$$`(=QCBGB(GN*$#`2A0HD`-`Q#0A0KW7-"?%95= MX(5:G2"0`QIQ!("0R0-#"&1Y)@(,,IQ%JRQL;_%'`2[]8L-`C*;Y72!@, M`$`%1(P(X(9'.>20`@`&K$""'CD_W$%"BKPD8$1+;RQP!D=4%E+LH@T,=HF M%&20P@5IP$"#!29`_$B(!&`"A0\VU.%L`AT80LC\]S!EL-"%:`0UPL,$``20``&Y3C''%#/`(`P(8H-1Q`R5CA'X)%Q8(`D0" M'#3N^#5GQ#&>;5CD0,.\$A0`P!G(S#$%-'2T@<8?$"2@QTFS8Y,P(1TD`(0@ M-SSP^S'V.O5,'G.8<4$"&Q#6/#:+$L*"#VR$<8<67UPO2`\^`1,#AM*L8,$6 MGXYOS0YGB)#%('380@):L``PR`!-0%B)"S0"#"9\@0[ZBV`F'L"['PVB`5N0 M@!B8<``)+/]@`96R@`4E2,(2ZD\!(QA!EHAP`P>X$4PC*$,9TA#&9HLA@8` M0A,B@(8/`($!`6C"%!Q@@@($8`H$6)42E\C$)CI1B=HS(2F M`3`!#6P!!%S0@-`&2O*3H(0D",;`!C!0T@4BL,`"+*""%&B@"POP0@FZH(4NV/*6N,PE+LL@ M/I$H!Y728<,3V,`'-_``!GQX@AO:@`(^H(`-Q+P`&WC@!BO`X`+_;;@F"MK` M!ABXP0PTH`$*QDG.@$#$RC!%L3P1PQL87,EP($&O)`!`0C@"Q>=@09F,`.+ M"@``'?6H2$LF"1N-H5$@T@VR-.$``N>"P1 M""C#$09`A$D0(`,XZ,(+&*"HTT$@BG>-_^P?/DA9,&BA$C(0`:80,8,WL,$' MJGM$"-RF@;3L``YG&T!.)2M9%$B-`A<@'2$4`$%!Y.$&R`,$!+``-ORJ$!BIFR3@@`(6_&$(A$F1 M"!"E7]$H2F9B2$`22I`%>_C@OMJ='8BD``8ZT$$!.$#!&=B4A`%D04!`D(T` M(&4&`;S!"G_X,`2F\(8O.,T0&`&-)';`A@2X8#A_0*X47F`&-@C"<'?@P`4$ MD8`F.*``=TC``/\6H0"#1;@S(("!%E`\"!"TX71*L`,1/$"`)@SY#QF8`V@L MD`,(G:$$;1A`"A&!D1A0H@$&F$$"O/"'%#W("U\F``DX(((``% M10``3C3PL9W_\(4AFR`)&""#&'S\AR98@09G`,.D$]V\11<"!&>0RQ_48(5F M*6$!1!@!"2RM@L?\(0<0Z.P*A,#F!(`F#S20<1D`I5=Y:>$(2/#!8]ARA#I\ MX0DW$`$8HC`$'FR`!'>XE`]2\%M>-V$/H`!"/PKB#(@:G!_$`*DYI#_`Q]0 MH`<<.`,,0I"#-V"@*CDP0@4"5JE"].!/22"XM04!D`MDEQ`5F(,&6H*@+M"`'PT/`$S`@`Q?8NWDRZ.D!=#`("N@<3@V0PG2;0!@T$,`( M"NAI#89P@!6\X`8$>#$APD"&EM96#2$0MB)N@.@;H'`0)Z.K0[9N;_>QH M3[O:U\[VMKO][:5PPAR,8X@P,&\1C3H$$)*0@9!-X@&UA;M(_+#B1E&`!/G; MA![PA`@6+'<1'(`#!Q:0`@,4^@\D2,"X*J'F/XP@`[T4_$!J,+(9_.$%/AC1 MXSL)(2#-1F?_@!"-AP`"W,(05U4`<3D`,P$%Q_,`6#DP(0 MT0%_$BYS(`A2\"<)\`%_8`-S<`9.L``)D`;*1PX8D1QB4`(/*`!G0`,^X`9_ M`!<>\09GX&;IE@"0TC=_H`(^L`%6<`8V%P)"!CR8)R(:]B)!8`4X(&=G8`*( M$'^"0`9*]@=;4`)G`"<.H`$Y\`0H0`-IH``"P`=1<`!\H$4XD`9>$`/)`2$8 MD``LX``K@`5'X`,%`/\0"5`#).$1)5`"/)`D'1@.5Y`$*=`&8G``#]@$4'0J`';>``.]`&PX$$+K`$(^`"7?`'#W`&!X(=?^4^(V`".?`"=C!Y!^@" M?E`'26`"ND<(`/`$U)$\2_8''9`#%"@(%#`'%4`'=S`F"\%'<@`/>L`0=$`" MH/<'59$O?[!M,=``.E`1?T`1&`!=-Y!W=^@-6#!W;[`"7X""6<`%(#`RIV-* M%W$!#*$&LI`!*5`WPF,(54%M@B`MA78&`"`(/A"1SS@.#O#_ M@((``'-0`S[0`@Q@`FH,#<0!R(P"/PH8X*P`!0IB>`#03VP!'_@6D)!!R:P$@+@ M`RQ``4Z0!T60``40!:]S!0MSE!4)#II(6'8``#D@0#@P`"[0(#6@`6F6(QE` M`1+0`@/0`6?``W5#`C0P`%S0,G\0!("4`%N``0]@`QBH`'O@`Y.1>C0P!RK@ M,H0`6SZP*6W`4WCQGW,W76<'J0!$\@%&+H$3Y@A$X8 M,`'@>=^#-%,1EM]P`2H``#I0X1U=H`/C`@!H0`(`L`144`$ZYP:N1P@C\'.]1``VH'-" M@08ZQV^G=P!!<#J"H`,'0``.@`>#<`0.(`0WL'XN]'A1<(8.L%JTR0TC`)G1 M58K4D@!"D0<>`)V.D`(+,`0.8``7`!*AD`=3$)X#.CXO0`,<,$ILX)6.4`7O M-$Y?8*"<\``8X`7_LZ$D5$8M>@M[(`8N^E8"^@I7\`8R6*-L!9^L0`%B(`$6 MD0%B@*`\*A$OP`.OF`Q5``,D,``5(`4P8'I'^A3JP0-T9PQA0`-U-0`\<`8" M4:4ZH1X<4"O'(`:M(PAW8/\%25!Q8BH2ZM%!R+`#2:![E8$,-5`!&E"/;\H* M*%<"8&$,&\"4A"`!7R8*(1"FGA`%<9`!1;4!.-:GK%`!U"NA8`#Z4BOGG!WH=$"/+"C M"JG_I)_@9I"P`?7(!\@Z"%/``P'0L,W:6Y?0!I72`6I%`XGGL)JPKX)``&?0 M`F60"-\R&:_`!+0F"')2"$7@`C80`,P*"E.@L)G`!&?S!7TP"#OP!A#+LJ20 M!RZ`*(@@`PG@`_#J"AOCKB+[!QI`.D!+"@P`KI40!B0@!A8Q`')P"!M`7%6* M!S)05X(@!#!DGZ1``<0R/(:``2G``S9K"7A`!EM@I(Q0!RB@10+IJE^0`\Q:!BX!`W/P M!'@["AN@.8>PEA?@=Y1P!VABH9+0`#"@K1DP/8+`!'P0_P#0A1'MNJ@!L(Z> M)S`ZPPA,D`,^.@`P4`@QX`;P<#1K<`A:D`"7!0D%P`6RRUI"5@@)-P`G\`03 M2`I4PP.)EPP0:%)0EYP`?:*@:_^@>9!A,#\``-\`:\>P@[<+"( M<`2A^P<[<$QSD``=.X];$"^-(`"R*@@GD``*(HE6@`&$P1KE1PA4DP8SF06O M:0A=)0A5X*$TJE-*\"LC\``(L'HU4`/?2PC#LF03-[/(`P$55P,(<`4CX`>* M6@G$T@9=<#QT``'TI@67)P@AT`4S`)D(8("&T``]%05TNP@U<%]*\`;:R@5@ M@0`IX`,?,"P\,`!ZD*N$4`,IS MBQ``;+LPQH$`/)`"#&D#;A-Z%Y$`0#$(%?"J,\"43'`!Z3@%$A`$27!W-S`% M;;PA(^`&+N`#(D"V,^<2PU,'(C!,RUH(AS(`=M`1#*``\M$&.;`"&M@""2`& M`)``/DH)BX(FIN(14`P%6]`&$B`';9!W`C2;CI`B9CP(&/`&X7D!_XL\6N`' M&Y`$2H`!<0!U1P.WH_H&$J`$(3!`@Z"$$I#$P"BV?T`&OB((3Q"I>"QIAW`$ M##D(MDH()7`747`&:3H(9I,`$_`KSS(%,[D`G#:)>((#(.`:4[``7A$_?Y"5 MP_LT&%#_F0=@;4N0`"*@!!80)A.0`">@`#X0M*(QAQC]!QZ``@Y0!%;``RK@7W\!SWP!#"04R!PJ`1@!5;`IS,0E(/PI=K3 M*SFE'G-&"'1`!!AP!JLK"&.`S$EX`0<0L^8,`BT`$+1+`PBH,0/<^!$2(`G]ZHM/;``QC`1D0I""Y@_P1.[0))D,RJ MC85OX`))$09RH%]4"P8"FCR7^@<6<*AL_:Q_\#TO1BPPZ1%F4&IU<$W"J`!P M,0;`5P@KD`.&#"D6\'$6X!82@,Q>X`$2T+#L]0?<(P8CT``DT`++10(7DKQ1 MH!U@^30#<`$:`)*8+2`'>`9$<`;2^MDHT=H79`:3=@,%D#Q0C`D^D``A/`@I MXMIUP`-O0('U30@K\`9K4!G%70A:T`*]M``B$-R$D`7.9@A>(`>8V7!1IA9K MRFGJ,0?X)PC-<08Y16\A0P=QD`#Q*PB\EP`$D@?$8@8W$,XI,`=@L(8!L-$`!I,'(58/_(1S`'+V(#"?#70.L#^O4'71#<:Y`` M]YL'%[`'1X!!"2`!.44`N]-9NYT"=K@A"]"YX7S@FGT&>$!RA.'@T`WA@Z`" M\N4L8Y`\8>K#F$#+7%`(*6("8;`9=/`]-"`#`3-V`TZ=@#&7X`=GB`!FL4!%``$ M28,Q@J`!?.!?=*`'6E`I(,D!O20#9U``/H`"O70`>L`#FL4'25#A%E`[)_`` MZ/H'5/`$#FW_'Q?08GS0Y\BQ!1AT!D*`&Q7P!3[P!ALL!!HF!3?R!TX`+G+- MYBJP$K=LJI.@@;LF",J*`S%@`78P<6^P'2*P6BS`!YZZ`3,I!&.0!#P@!QYP M`*4%-K;%F=GK"*Z<`&.P`3S`!32!T.S!!F_@$MK]!2&RMP$3+JA5`DH@!"8V M`4;+`#=``XI+7@^&"4%0`M..LP1\Y$#09KM2,4`470"P!4[TF$)0-T%%>8`1+0"QG,`8-0`9C M``8@(!=L[OQC(`CALI:WON>C<``)ERBTEX0M,`<6T,D8(`8^X-L]0/F+8` M&7PP(8DL5@D^$B4*B"<417]5&5878AT-F7\O%!0GATJ<:;.0NL^*A+0X\5&KTN^.`!8X[UNB):L)G3HLT"%-#!L(DCHBY[OID7 M>+:P84$%#!PXX-C_H&)+!A4`J*`!#AYQL0<`"":HX((+"E!&@S:0<4`!3&SU M1S,4(&*#`>08\``IB3S#W(@DEFCBB2BFJ.**/36P`XLPQBCCC#36:..-D31P MS(I%6/`!CD`&*>200.:!P1LO7*)`#40@$D(7*0B0"1IBP/!'$2M,@L"3!71P M@T\D)"`!D626:>:9?AP(Q"$4I&`!#CR`0!XQ>'HA%E'@\4<#_\+E M@0<11PQQ[`T.*/+""CH<<2@:M5KQQQ@+?G(&"$/H^ M@4@,FR70+AT>Y)!#";8N`AH?$PS2!A=G))!#$ M7.H?`3SW!@E_F#!'`EO$#`,"X19M]+>&><#G$54@(9TRPP!DU_)$!7@4`,`-&(%1@HHH8`,4]Q@`0C6+!'#/\?\$%`'@ M,#8>)`$1/O#`["9(01SEP0I18`,7/G`&!>Q@;'$SX!\2L!-%3`\1.3@#%_K' M@48`(`G,#<`/.$8%L@;$`3U!QF\(6!SN$""FB`_ M1.RA!0^0P1^Z8(!#S`'_@*L3PU#"]@<,/($$:8!3[OQPB"XD@`$,@``7_\`# M+%;PC7!%5BJ!"`@`0A!I8 M`0(G4$`2>B#VV'@8"*X@$X-)\V>^A03)!##+Y3PA?Q08`(<`(`&IC`$(HR!`T@5 M%A-NTP$UN`NJ!W@F(^K0`1S@X%5Y*(X#9O6`V@3!"(7\@QH,$`,'I/5*'8A" M")SEJB$X`$Z-""NZ#J&`XJ"25Z5,1!Z$8`=$J,$!-U#`"+CQK)\Z]K&0C:QD M)TO9REKVLIC-K&8WR]G._B2P1$+`BSQ+VLC*`(IDHL(9Z,H3$2D'#@E@[2%( M<`$"E/:V1!*`%!^AU1#%3`:,980=$BB,(_!L$6K`@/\*0$"`+X`FHW^00P)F M\`-)7.$.C%#`&2203PETX"=B:`/1$'$##21@"I;0P-QPRU[F/,&-C?@"(_*0 M`A5,`;2+&$!#$0$$5$+"!/5KP#S)NX4$5*``!3@#&*;PH@[8X`&&?`03"LL( M`KQA"T!``0].`(4&G$X7E_@0(\Y[B!<,@6#D_<,0B(L%'Y2``O!MKXPS48`$ MP$$11PC;:/DZ@C5"(0\[/D01BO""\9KQ"`,X!L`4,``#H"L+21X`%PI[A!^X M(`$#@`!T&2$'-FQ!8#L@00":O(1$'`$(&OCN(1!``@$(8*^-N,`$4)>`)J1! M`PM@`0>LD*0=<.`"34`.`D#_<`$P,'().HT>(K`P2A+_P0M\L`(*CA`%]+0@ M`7.0[P@)`8,+I&W&H*Z$&%YZL$-D3IUNY$',WG"ZN)U!T815B`8 M*WC#$]X`AC_\3*16HML@+I`#"S@"`W+X@P'.8.H+R('9AQ!"#GRP*0.600\! ML*<00E"!;GL[2Q>8&P?8,(04B+2@L$R"!220ACF+C0WG69\"IF`&DO[!"6?` M00!(?(0D="`(5AC#`\P;``=4P`SG/&]P0\UP2=PA"4.`0PD.48,DB%L,ARA# M`A`P`%*A4'DCS%(&QJ0``+A`$1Z@0?J878.N_4&57/S='](`9T4H``)K1XD!BB*@#FC'` M@[S]`04`[#AT90Z)))1!#,<]!,\108,\TLGG"8B#7=3,B'`K8@H;1T0%?%`! M,(#AUG_X0`OFD`0:@!8`]I8`2=?V![<#Q+9SC\`?0&"%0T3@#+3ON_87P0$1 M6,!O6+C&`3Q@@3N`#U8(()'`&>3`KB($(9.0V)70ACF![B=!Q^W0( M(/`$.]`#MU`+8$`.)I``>\<%O78(&>`#,J!='4`'$^`#4D`'%(`#+U`Z'U`' M&,`&N1`!"5`"5T`"9[=]VW<$'E<''(!Q$-!!?Z`!/E!=%:`"QP(#C'($+/`& M<9`("5!*6_!`7?0$Z;`$0I`Y!#``&Y``74`!/*`"1X`%?=(P<-`%8M`"%,8( M3=-"AW`"#+`'B^0!0J`^8M`$&9`#2<(&;_`/I/`!/YXDD9Y ME$8S.DBY_Y1,^2E-^910&952.9546956>958F95:N95^95@&99B.99D M699F>99HF99JN99LV99N^99P&9=R.9=T69=V>9=XF9=ZN9><%049$"UL!@4E ME0'^A0@((`6M$`6%>0@/@`%KD@45($(^\0,\Q9="4@85F`@$D(2(8`(\`$"%)%`S MXX4("O!0Z/D'FZ(!B^D'6F`%!.``2F`#;T"=.C`#44`'&H!]=J!QS/D'3)`# M20`!>9`'!9`$G;`(IR(EPJ.=/8$`HEBAW5DCI8-YBZ!\BC`'_WDBI\)(ZI,A M6(<#Y_-RZS-%";"!B6!&";`]?[`&@W`\?Y"1AX`#"3"$/:,%AZ`&M0``=?8' M$(!EB6!>KO4'W_,'&TD&#L`-(:HVC%0$M=$J974`PL$-4W4`GX8(4_!23GJD MM5$&2O`")*!268`@5:4$91`$2]`[0```#$`'UY-,"F`"73`5*3H)*``&"6"D MRA0``5`7!W0/2<`!:P4"*Z`%#P`%DQK_`.B"9EQ@`@K0F"+`!3;0`"+`-I$P MHQSH<0YP`2HG!VG0`QNP`8@`/HS0!6$2IW_@`B$%0"S0`G+@`P7P!VS0!HK0 M`.@RB,8&/K95ISD@!P^`!21S MC,`X`VZ@`FQP!C_)5V!0`]V:"W]@;AE@!PK@`S/P=R;@`0F0`2B0`'P0'4G0 M`&!P!EAP!#G``74``&Q@!T&4F8O*"%`P!PX@`M;Z!_M7`@<@!U:S!%*!>QQ` M`()P950`!B6`!G(`!NB*!AHP+T(7`]9X*AE`":Z*,WUB*A>`QLIH3<`'< MX*)ZH`)T4`>7.GTYX`9(T$\YRE?>P@)-K:*T`):PT$`D+:^=`8;(``E``(RP`4Y,"MR\_\""8`# MMH&+&S`=<'`&:9!`&O`&0%`V;*0"$G(`!N"J,\!L*9`$80.C._`&!Y4LE-L( M1$"K"_!2*-"Y)*5\H!*WOM9"=L>!.3`45_`"9Q@'3E`'JE4X"U@).8M^"&(! M9_`!=O`$QI0$26`KQ[L(77"L:2`'4>`#"/"\N"'`#LH`(5X2^]:-"^0,!05!-&(`"(R`\[(D`?/0'02`"3B`4 M/'>L)04#6A`'1","$A`,#7!0OI3`83`%5G`ZCWL!&V`L#%!F$[P(#"`"?Z`# M#3!.[B0!W)P8QVW#!T'*6:$O%U@"#7VJ#S:.ZAB+!P@!=G$!8AP<]29.>BU`MA' MI5:*"$I:!HDP`RH@!G*0(0]0O%S,1E80'&)`#6^P!*Y["%9@!2'@`%H@F1M0 ME!_,6.:%RN9F!D"0`GO@JKY8![$R!1UP.Q1PC!9P`%:0?8=\#7'@)W\0!0%; M!RRU3XWZ!]]<`W0PNB'\![ARFU/`!R6@.G<``P*0`W2"&`BP`*RJN[Z$"`^@ M4\[2`)'$01_F-LC[$,>2L,%@1EQ`!SZ0`!?@`DD@!&$04FM0!W60.Z%I`P/- MM#RC/NUX"`U@!F+R_P$?``9IT`"AJ`<4D`8M<`3N=`%1@"MI\`!-$#,)(`)A ML(PRXS"$VD\)X#D,>`8BL,E_<``Q@P+/,`!G$%@-8&X)P`,#8,I)L`:"8`5" MD`0)@`(X[`%*8-1OX,']C`S'6`&O4F`)8`8A4%._A@%2(`=OP-=G8`$%U0(* M4`?[Q@]`$"LH(`$7L'\+XP-H*M.34`-QP`^7"P$2D`1?`%HKD`0P0-J'H*`R M,]1-R`\2(P`WZP7]!&]#(#5F("(*L`3/.0=@L`8$TP+Y(0!/-09HD!]B8)(- ML`(IP`$ID"7Y,P5C<`!<6!L[8`"U(45^N@2UX`7Y7!O[?"4'T`$+5\#VNO\# M3I`%:=4`:(T(Q6!5MV`,Q4`!=#`"SH($P34$^%78"*"0$#`Z1.$'"B`#2(`& M7QI`$#`$,O``+\`"4&8L=:`#L'0L-;`#+1@P#P`!4(`'>/`#;>H(&RD4`H(4LPA%A8>4`Z.(-?W`'R5(+=B`$$<97A-69,C(`/K`!=-(!.;`C MA=WD)P(%&'`&>@`':;!W3FZ4#4`&*1Y9\X:\5[Y]=E`$-;`H7U[F)%(%/O`' M+9#&9M[FQ25%6_`&5%`];(`#F2=6PB$$=5`%4["8;F[F=!"=:7TV"V`"#'!R MR"`&.E43:<`#0*`HTO?GDEYC+70`JK,`3F#IBC#_=7SE`P,0*Y$NZ6UN`*)8 MZ3!0`RC0!`S0!G6H1YZG``1P!*#N"'8P8`J``$0KZG6I!'$0`I;\`%-!`@5` M!@"0I9AX""J'N0D@?10``^ITLR_W!E5B6UK`!W'@`WR@ZWF9`3=KR9'`UQP0 M=\H>`0W@!I?K!.<5!%9J7AT``6_@`NRK[7?9`2*`!CV0!'H2"3[P!A!0!OD' MZEBW)@IPGKAW"%G`!P@W!R0J[W19?@HS"&^`FXN0!)[G;J"^;R`RTV>("!&H M\`Q_EV0@J0SP!CQ0`.JH"'BC"*!>8S-P"!=@`69T.CW0!ACG\1^?E][^"`V@ M,C6732:/`DZ=:T#P`(AK_P`XX`9*@`5O8`'1YQ@'B8*P#NUL0I'.*,`)9JW%R M&`&=X>]:G8".2`$$)`$I13VP@$?X*#A(6&AXA_70E)=X1/"0")ACMP MB`"2B!<#!F\6?S)#?R$$(1>9V](AAHV M@@L)P`<),7]Y;RJ"!0M_5&=&?RF@K=G:V]S=WM_@X>+CY-E=(@D:@P._.EQYF.-!&^4U-%2X(\0%'*ZH+A5KJO_UZ]@PXH=^VW*%BMG M%/RQPT.`NRM\+(AP$40`CS8;8)Q9(<"'CPU;DJ"PDD"*!`M@K.P8D`.#BR<] MK-&(6"A'@C"$<"28L"7!@"QL?)=]C1)P&`TGU1E&EP8\T?)!39Y+)QAT,!*A3\+2/`'`BU8$<46 M6Y@Q`!D):($#+%+H\@%?)$`"*D,\$<%HLG5Q00)L)'**6YUD((5 M.%S`"`C1_#&&`)><80`(4_3"_U,=/TRQV2`H<#&`CQT@PH`/)PQB`D4\%-$& M!@S$F$<%(J!#P'E89JGEEEN.&$82@RR`P2!TU)C33H5@(-H?3TF@ZAG449(`5X*$<08*(ORQ@0L57"F- M#P/2T((=7`8K[+#$=M,%)Z*(00,ND>R0IB`SM`G"'!3\(8%H`0J"PG]_6)'" M(&N8<,8'$>ZR`0_,&<)&`CL0DD("-30*(A-6U%D$HYXME<`&%N2@#(`6M'&# M(!QD/%'%0GPX(K(U?%@ M7+$HIZQREUO\00A`R`!G9-"`(!3D(,8?/W0<`AN_9)"`!0)PH$(J*TV1 ME(]@"`!""C:<\43:WQ["Q1DV7>$#"@H0P`405[3Q`1T&V#C(":/4$%T0,/!@ M@0479/*'$U9P!P:>@J!1U!4H&+7RZ*27[E41*;A@\!Y6]'`$`PF(D86/7'3@ MQAI#@(':`$^<(8,&9]`@Q1-NW!)"[W-8`0$7HZS+PQ1Z)+#_1+2<#R+`$Q84 M4`8;&"CE$*N$I1!$!=^AP$(/%]"P0%O+8"!'`C04$08`D*``3#!@;!(#$QQ< M,#09Z9-`54Y@A@N`@3M:N,`%0)"N`-#`#"C8``C:-8@2#,(+4AA$'4(`@A9\ M00FF"Z$(1Y@-`DP``&7XPPVJL@-,H/`/#,!`"5;PAR:XD`&8*(,,)L```6"B M"8)H`"96D0<`=.$.)+@"&GY(@060HA`*$,`;$C`%0CS@``^HPDH$$8$(;$T0 M/XC``PCA`!80H@XU(*$:U\C&-A+K!F!0TR&RT`;I1<>->,RC'O>HLAWH"A$( MZ``8TN`Q/AKRD(A,I)84<#)%.O*1_Y",I"0G2/!`!"V%`%:".`'&E!G+.@`A",%J`<2Z0@(75$X;-5"( M`-2!*@ZTH`0%>$-%MD$Y!8YA"B#LQMEX<88Z43.35YB#/OK4C!1N_)1Q7@P`$2ZX`#IO"U22CA:ST(J#=&P`&E.(`#Z6H%$&)T M@R^2(P,7N3"&,N4 MP@?,X`]X<(!2"]$#"YC!`8P+@`*`,-`8'&"@@S#"`0Z0!P=LP`H'&`*M#@`2 MO6ZT#@9P`@4.H+$0N,`%!WA!!Z@@B"&5P4-3F\(#!-`$[PU""#8@00<&5@`4 MP,`#%/A`%]2@C2690!!52$(8\K`"#*SD!C.HP`2BH$(;=`$`#+BC(A+UAX9N M`1HS:,%HM[``"UR)"@M8P!Y.L(0%0,P.)1"#"N8@("5H``=PR,`0/""'+Z@J M!`^HHTK!:L@(314D&4@#&#;PU3Y,Q`T+8!`(S#"')TZ@!2+@01K_![&$-NC' M`P2XP"QF\(:X_,$"*$A!$D*;`QIC@#5NL#AQ)X80X;N,,!1#`'#\C`#,;0Q@.L8(6ME<`9!N!8!EM@`2K,H58` MN!@`$K!202R"`K:1PQ4XD``17``#8L#``/KU`A[@H`-6H$`9$M"%/T3+`"M( M@("X``8EE"`!7""?%KQP4H>]@:3LU6.9W@N$!$!!`2U(0E#_H*<_."`!;H`'-B8+GA%F+G&AM"`C*`!SP`P`88>,"2)$'F"R4[ MW#QPP3RFH()%^.'!EN8XQ:A>]01\81`I9FTJ#-KU/+P@!_DN#(FF$(:,$N(- M`)B*!!3`\2+0@0<54`,:$C"&*`"!#WG`^ZA;T((CX&'O>J#!"'Q&'>"QE@/< M0GL"#$8`.53A#QBP]0XTP-IMW.`,<0`4SU`8>9``MZ$!3X``5&8!3<`#[3$( MS!,J@T`""5`->4`#9X`!&)`$2C`'(2`$3U`"7U<"=T`#"4``,I`$5F#_`YW! M`R`@!U+@`0EP!3?``5;@`!%P!F(`1+S71G1`>6+P12&0`%M``2J``H7`!SGP M/-P'!4L&`E%`&-5&0X/@`V_P!&]PA;#C`U?0&4E``#B6`&>P!`=PA2%`@6#0 M0@G@`^G$`P'W!AN@86BP`^VP-F[P!H0E"`J@.P)P`19$!3YP!B6P`\50+=Q@ M7810;3#0`0+0!F<``ZP6!"T@AD`U"!S0!CD`63%G!7/``RL1!0LP!WK0!#?0 M!J(H`7G`!_HT`0I`8VD``Q7``'G@`5:@!U0`!"B``I/C`A9``PC@1!K3@VPT M!?U&'V@5`]ZT!4:%$#QP`!.@<%<0`"6``U>0_P<9L`#!"'`!T`$/P`5Y4`<= M4!4W$``;A0<$$`!FU`0*%P,$8`0=\`,W8`*!]`%8`!.T10!`T5=JI09JM7LY M$0'<<0,UEP<*(`/"E0T*(($)XP#KAU;-1`A',#"$H`!U4';">)$8F9$:N9$< MV9$>^9$@&9(B.9(D69(F>9(HF9(JN9(LV9(N^9(P&9,R.9,T69,V>9,XF9,Z MN9,\V9,^^9-`&91".2QFY!4U,&!?$0:840AC9`@'<0@R8(B#\`(0@%=*<`4_ ML`,*&2L00`!X10$S0`96-`5-)@@(``$`\)1#J48%U&\*)`*K0`@'4"@GUQ42 M``.\Y15X$(9U8@(^$/\CA/!FAK"'W^$#*X$'&]`&Y-,"@D`'[Y,`@$,(#8`. MWV$47,`B+J`'8Q0#">`$(L"8".$#>@!-:SE"9T`F+4`#`T``29"-@D`$;U:7 MY8!F8&$$#F@"&#-C@"D(*X`HAK`&%K":9T`+T:8QO2D()I`&`P`$#Y57::`$ M3.`&9V!S.4`C1Y``VI8&2'@#5E`5!I`#F5:::P0%-64!=8(#>"8(L3D(#3D( M3;DX$`DL)],`Q/<')S``WG,"1\`$#V`'`[",B8``%J"<%@D@NUD#+@`'.2<( M34!\"O0':`(`=L`%B9<'8!`'-@"@?\`"`[8W#U`FD?<'(F`%'_`&\78!T0#_ M!W$`!$@IGB/$'>8I"'>`1A6P`!6P$NMI`!R0!F*P"U6P`4"Z?A`@!BBP`%,P M`E/`!@QP+I)P`!Q0(5,`!VP@`A0``!3"!V*0.%O$"C+P'6<``NT971:A!565 M")D'$CR0`R"@!Y%G``K:(.]I"!-@:672=!7P!K`3`8+@37\@;320!&(@@"Y* M0C'ZFNPA;B*SLB``?P!-%` M!6^0!Q$``RFP`!84A"'4P*!9@D7GP M+K]W"`V@!Q[P!Q57`4B`!&F*#'KZ!_F3"H1%>64V_ZB$:D_>D8M\8".**C$H MX`(P4%YM`"Q&``3KL0M_X&&BIB:R\"U[!SQNP(E/<&AG]PTH$`=+*:9_<`1O MT`040"(4T`,FH'"Y)@'&6`=BP"\)`)I!Y`8T(`0I,!\EL)0B4(E_,`3Z9((E MP*R7=@$:PE321JW5JFRQ!A)*H:@`D'BQ<@!60!GO8J[1)6K#H!/+LG:ZG`K(A5*CK9B;+\!^*2GG#\`<9T!F$90@`"/,`%G*D!S10#/C!-DU`& M;B``'N`"AD@!<>`&93E<@BH(1\(&JO($,:``%Z`"!I!D=O""&)`"+?"0@R`# M/F`%/!"('F`'$%!K),`I?P`$-<8#$^`(!6`%V54!$DF[I#,&9U!/<3D`27`& M5,J4`"$L!RS0`2F&`AZ"C&^0;%MV!GJ@&Z(F`1M&6!/@`_,Q&D_0!B3P`M&U M`#0"9N;*"C^Z`"!@5``07345"[LI"!F``5-0Q>&A0E[``1:4KUO``0]8"$-2 MQ54 GRAPHIC 36 m62094tom6209424.gif GRAPHIC begin 644 m62094tom6209424.gif M1TE&.#EAF0&H`>8``):4DQD6%LC'QZ6CHO+Q\:VJJ;V[N@@&![6SLIV:F9&. MC4Q*2N[M[/;V]:FFI=73T<'`P./BXD5#0W5S<[+R&UJ:7AU=&5B M8IB5E(F&A"TI*5E55%514>KIZ%Y:63TZ.:"=G+BUM%%-3+"NK6!=7'!M;(V* MB34R,N#>WM#.S"8B(L"^O&AE9(!]?,3"P4`]/-'0T(6"@SKZC`M++.PK]S:V=;4T];5U='/S'@WXJ(B,K(QIJ8E\W,RQ\< M').0CWIW=W-P;XR(AL?%Q,[-S(:%A6-@7O3T\U103HZ,C,;$PEM85P\,##PX M-O'P[TQ(1D-`/Y",B8>$@C,P+^_O[R,@'RLH)Q,0$$E'1S(O+SHW-_O[^_GX M^/KZ^?CX]_/S\OW]_2DG)X2#@VEG9UE75XF'AOKY^5)/3____R'Y!``````` M+`````"9`:@!``?_@'^"@X2%AH>(B8J+C(V.CY"1DI.4E9:7F)F:FYR=GI^@ MH:*CI*6FIZBIJJNLK:ZOL+&RL[2UMK>XN;J[O+V^O\"&$US!BA1?'#\_>C)W MM'0"2&D&6@^E003%AW0&2]K?CVH+A#`\A`S690\/"%H^0M:"*M9VZP\-@_9: M'W\\[`]S&-6P,XA!C3]!UJDHU.#"`2L(X'"0(8C@!WZ"/D`1Y,5+1D5SH,A9 MQ*#,H2=8XG2PT2.`@U(>D(`;1`'#CR]B%."RDZ8#"!<7*,YL]**-&RJ#9AR@ M(:C!CQ!_'(RQ8;MX4HC-@^H"#)9P(0/I'AX#SX_]0 M$8!`0`DZ3L@+6M*<#H(I&@"4X#$@0D41=`!`711",`(`!X)@P"`_^"24)'=D,$L08#M1!1A7>)**"`!J"@P<4'H`PB`,' M8""(%`>@\0<050Q"D!L':/&'`%VM)(@6![QT`/\0@C#PQP4>-'!'"0_1%&@$?XD`804<10@Q)(*%##`2O8-X8!@X1QP!2$J##/`1J,X(8& M?SP0`@XU`""#"F,44(,(;ISPQPTL,%$%!#:<`0$&'@K210=?#N*#&A>H0$-G M?U0Q`09CW!#2`2]`H,`/?YQPQ*UD.&%#`$(*(@:"<["!Q!1(M/%!'#D(0H`- M([`!01P9(,`&(Q@@N.,%?\AP`*5K5,$%!&*$8,,``:#I@`0!E.$#"%C8Z$``%EA`[Q]D\-&&$@)D\$<')HST1P@2E/&0 M!7P(DD34@@3P`B$(@,"&.7](T8$:)#2PUQ\2U/5'MR@,4E@';[09T!\N(?1' M!&XLL.66?U!Y4%-LC-&VV^\&)\$?=02!X0'Q=!'`WQX<`%PA>\XAQH(U'#7( M!P'(]4<36EH1QQI(H1$';H/($4,0*5PQR%N;9Q,"J"8<4,.CG@MR0H^#)!;P M'T^,888@'%@Y")LS)/A!-@M8\0=3BQAP`!X(5/C'&`O!H56"?U1P@-)/'O8' M_P%L_!X!/T;*(`3C7'YYPQD-2#_8@8)0@)L`(/]1&%_/5P&`VRD(40(P5:<_ M>&$$O80@=(,!(D=(`&59@!$/C"@=_E9D%I.L`)8@`'"C3% M#1ZX0.%*@(<4S,`D?Y#>W_XP`P>\(`:$X=T?HE"%*^P!<^S[`QJJ1#S;&:)+ M&TC#&4KPARFX00\GV-J(F/2')!P``4A@PPX$@0$@%@(-6'C`#(Z`CQVPX7\& M'(#BSC`#&GSA"W9X5`8NLY`O]```,Y#+%3)0!1AX)?\&4.F+"P#P@H5$`0"3 M^H/K!+$`,#S""7`X``F4((@Q!*$`!_#5/4SP`JT]20H).D$`H">(%_#/!VZ( MQP/<-P8!A*&9^F/!`PS`QD'@SP07P$,(4G0%V`A"!@&0SR#J)`+,) MQI"`,_/WQ558`ROO%08@>F$!L&4#"[(@U.1E)'(VZ@L;A/\P730H`0(@V$(5 M"O`$/_"O,!MI`![^!@`UI$@!&PQ.#!C0`"\,*C5O"'.SCI"^&V@Q)L(``"N$'&76@P!V0RAR'((0I,^L`1)BN( M*M#&0!EP1@)X5UD"N*4L3H!6F=?F`1+^H0T>,`'_?X@!R@."=""F`,'%I):+PRA"ATHR].-:Z<7[R("Z1&$#E;\V&]2 MQ#SHL8,=$(0&)`4%$`]!\&%_\`%R\`%H\@?J$!!R M4`!^-F(`X`!\0P-)@`]>,``\4`(`,`````#Q,`=.D``KL`65XDDQ%8A;4@9` M8`)-0!$,8`,*$(B_]8.8F(F:N(F^(F@&(JB.(JD6(JF>(JHF(JJN(JL MV(JN^(JP&(NR.(NT6(NV>(NXF(NZN(N\V(N^^(O`&(S".(S$6(S&>(S(F(S* MN(S,V(S.^(S0&(W2.(W46(W6>(W8F(W:N(W^(W@&([B./^.Y%B.YGB. MZ)B.ZKB.[-B.[OB.\!B/\CB/]%B/]GB/^)B/^KB/_-B/_OB/`!F0`CF0!%F0 M!GF0")F0"KF0#-F0#OF0$!F1$CF1%%F1%GF1&)F1&KF1'-F1'OF1(!F2(CF2 M)%F2)GF2*)F2*KF2+-F2+OF2,!F3,CF3-%F3-GF3.)F3.KF3/-F3/OF30!F4 M0CF41%F41GF42)F42KF43-F43OF44!F54CF55%F55GF56)F56KF57-F57OF5 M8!F68CF69%F69GF6:)F6:KF6;-F6;OF6G,,``>WLZ0.NJ3DU9X)(`<$X``EC@O-0:$T`'?0PAV=`!NX%=Y MD#4',`X-``)=<0@?D`(P)0@HP"R#@`,D<@AUP`8'<(D$P`'L9BFW]@@!L M,!(V0%A_L`%C8'N"L*1;0R-O\%AT8`-X,))E`"1;TP!5<`!KP01+"EA^!*8+ M)F+UXI^#D*&2Q@,+41AC8%-<0@<-BF&`UIX04``9Z&`9NA:%$6Y_,/]2B&J% M27`"L=1!43`X[;D`1!`#&_"DA0`$$9H[-'(`8#4("C"'@_`%!]`&Q.DA/:"A M6&:J'A"AB[&J@R!M!^!'9G$`0_.F4!JA?->1#``DR4:IAR.LLA0`JU0'A!JI M8VI-RBH(0!"P7B(79'``+&`]#K:D6%`!#70`U=2>9Y`"V^JGJ.HX8^!G5S!& MDN,V4T!B![`'+T`P[5D%1Q`#H'<(5]!`*3`(&("HCM">>H`(#K``0+)TIHI) M2XH`%]!C&'`&7G(AO[HU?Z!^7_`ZL11*(.D#$9IL&>H!?P`#2VH`)W!1'9`%%X`)%CP`C>+(1EJ M`B-`J$DF`UT@!T+5`0Z2!/\3M0?P`Y/3GD<0H8=7"##0!"/25;DAM8(``;0+ M>$T2H19:"!FP`REK6U9P`P0``M.3`]5D!U<@@S8:JPY41@W&`QG@!$LZL1O) MG@^1K!6V.$NQ!1M`!YX$IJ9E=']+3!C@-"&0)(61=43%`03QH&V'K4(P#M)J MN3D2*NVY$,@R!A'J6U:3;#DPK(Q:`5E`N(I8"'Y0`0#0GD!T:*7V!WI[`/Q# M"%Y6J(W7!@YPJ??"=%-&HJX4%2EPM;($>K_*/QDZ-!Z0`3\#GR'IJP>0`%#0 M!(U:%A90M\"C`*ZD_Q1CP`1_0`%'\%CX$P!"T5MTY`!5L`(^=P`*X#0%H%]T M:JUWFC]#$`9`)K\ZX@1`X@XA`#8Q,+2"D`&>TUO7>@!1T`"QQ`$]N`0G:;)N$``#.A^@ M!$3@$6L``0)0`WZ)V*D@!"PPG;K]V\`=W&MY`Q)``B3P!AW`!3X`!5<@`1ZP M`,BM`%[G4FVWQ1+@`HD&!C?07':``B:P`%B``GQ0`R4PH5RP!=H]H<4IW*RP M!$MZ!0+0H5OS5+83`92Z2DU1!1=@/86Q?L,E+SO`52[``%0@`6.@`SSPJZ"R M!%P5Q>S-"D6\&&&F63BPQ&!Z`,,YR),31;^*;G\P!.72$$)$"`%@#D(5*(S\ MP`_."O/)!Q'0H4NFL0**=BDK M[@KS>08?2P-W0-]7<`-'$`):BP";Y"58!@`+$C<_8`#:4:.'L*(.&P4NT)YX M>^2K,)\Z@04'4`44H+$.\`!9NB1ILB!XL^:'<^&'L$PK+`!.T`8+ M:^8LOJ0V(CTR"P%TZL)NX,9"7%81V@-W3C+M>3@*L*0P_4WMB>*C3.BI,)\7 MQ29N\`&*;CM>0`(JRP!TX`(V503M:0Y8;A<'<#@,$#=B2@#^*@`1RNF+(084 M[.FFD,5KWJ%QP&R,#*PJL`7=:@(!L,$GC"TIP`*()`<7T&`,(%0A<`,9T*+@ M-?_+(]:>IY.A20;LHZ`"0D"[U5W;Z*YK#X#N#D`;.X#N$0`!7#H(!(!0@K`& M!A`%8.`$*R8=TV%YU''2;R#IY*Z*,N`'I7KPIK@!A\WP$!_Q$C_QAO`!?=0! M%3``+OH'?61AA]`"&!#R4Y"XD"`'(P``UDGQGD#8'"`"%E`!`8#/?.O?BE`' M-:JOCR`':HZL*@\)%[$(J+(4(#KN[XE3B1`%E;:TDE`8"]_SBZ`!;G!9:R$$ M5=`%"4,(,7L(2("H0((@;?`#&4`"1X#O@X#T@DHY9U#U-6#5*1`"/T`,S],% M))#%SJ,"8E#U1.`$3?T$'N#Q*A^A4$UFU*4%&2C&!\#_MH/P!&[@KPZ!(,(; M`V]3"&9?"';``6*`'>6MLF;2!A2P`U7P`S`@5'",,PS``2PI(90&&MAK'\`IDB@Z`K' M9)4&HB9`J#^`!`G``%&K-Z@:!%D,*DQ?SI)F`X(("`<'$'^%AH>(B8J+C(V. MCY"1DI.4E9:7F)F:FYR&!V,U`0<,"D5;`6.'*V,''X9420,',7\V!QQ_(0<7 M$`=G98=1GX8#)Q>[?W(^-P<+_Q\'/00Y!S=_``<.5@/DY>;G MZ.GJZYJH+"QC&0,!'AQ8B"HA+"\87R9V#;J,(0.OBH\?!RJ@.>"FA2$:?EAA MF%+A@``>1P[\>.-DP8$03K:U>!`@P(N,'92<.7`DPX01K-*PFTFSILV;.',^ M6E%`R0,''^8\0#)"$10$&!(\\%+(1X$P-(`\L(8BP104?*86HH%D`(`K``!@ M6/+GP9090.9,`2"B2`4`6_[0D)"F`HH5?Y94Z*#`2X$.'5[H'$RXL.'#B!,K M7LRXL>/'D"-+GDRYLN7+F#-KWLRYL^?/H$.+'DVZM.G3J%.K7LVZM>O7L&/+ MGDV[MO_MV[ASZ][-N[?OW\"#"Q].O+CQX\B3*U_.O+GSY]"C2Y].O;KUZ]BS M:]_.O;OW[^##BQ]/OKSY\^;70&CB@80'/Q*0N$)/7S>=&DAL+$@AZ%,($Q., MD8()4,A1WX&ST>!!?VST`)@-0AQR11=9/('@A:S54`(98XS!01IV)50`AD``WY0FNH$`+R@0`6Z MD/"'#P\$G```:0#6P1D9?1(`IT>L"4D-(US0`0H6:B)##P>H`0`FG#H1[W8J M8+P-"3'$:"^E'#Q[-/$%M0>(VL,+ M:`Q0@P:P8C(`*QL8:`D%5[#BZ-'5R;#'LV?0`(D!!S01"0U6,V4$$$CI>XA@,0$8$&"$`#DF*4&SAP`A7PKW_7F8(@?J"%2Z1,*P5X M0_AN`8$?'$%'D*``!%)'J1Z\@7.4J(@#('`#$^#A9!G0E0!AB!T?3$`4%Z@! M)C@0`A\4(@;;6,`-!$"'0I0A``6D1`T$$(4)H*IL+P!B[QA0`R&`S@8V^!:E MG#>!*"1``#K@'16QPX`'_&\,%1!D)3CP@XH%(0%A2`0,#J"`32QA"BZHE@O" M$I8TY"`$''"7(-[T+!`,@`J#!(\/1)8#(FPB!6ZH82-ZX(:924(`N!3`%"YP M)Y/9"X,26,`,4)"%)"0!E7](0]GBE,KNS`$!X#H`,S=A`S=(H1'_Q#@0Y'$\`BV^8(IS7S-""0`@@5XX&[JV$&]#I`" MHW6BF@YI!!P"X$5#V($"`^B"!%8VAB.8`0M1T``,<`!/1'P`C%7@4B-@\+\X M>.`"_HSG:E"`C8I44AT+HH81R&&+ZS7"`6,`P0MLD`,.'*$-V@,,%@``!@?@ M$H20L,,`'.BW;)T@!N!:H4O8DI@RR``-(AV'`$9!/%P4P@YE-"`G%M"#"YC# M%B/$I@-$&0-Y/,"6FPC#&/;0ND8P8`0`<(&E1MF!)E3``%)2Y#KH((`$8("> M^(RJ)J;Z!SJP`!=&^,(/X$``)X1@"G"X_X((U`!4Q%P!&XCP`1D005(.H$`= M8/Q1)()P`7W@:)1NT,,`!B`#`W`""CK(I1.`$(7:PB&:.4""\`2[B:E"P%`# M^`,)HE"#'UR!)"R```R08(;+*<9]$S!H`:J@2!",:AT9$:TE?'`!J9%S9?8Z M@@1V"%Y[;5`"`%@7;Z7:*`WXLPILN$`4%$"26$&F`25Y@AP*P`8/J/<02T#! M&.````LXMQ,-(*D)=LN)&@0AER68(!QBT`8W6'@,;NA0AC%\83>0``LA`($" MP"``)^02D.L]QU3]=`V7\H`D,HE,&DC)!A'(31$%R(CSVF"##;#/$G:P0D;8 M`(6;,(4"#?C`!_\:\(0E",\.-TZQ3:9:T0^,@9TTP`))LJ#5QC!@`Z72KB(> MD`82B#)C+MB`'VP0!21\4*^]HT(!\A`"5N`!7E*N#0U6,@#>*<#"`7B`",9P M!A&]@`U:!(T=PG"#"4@M#OT!%X?=X"P+6_BPT62)!+*0Z#S7A@)44*X@!7`% M$7T``DG0H@,2D)HGK$!7+OC"%SI$:U*.00VR?@$,/,WK7OM:$G;H8[H:88"P M)B("E?TU?0"P@&8[^]G0=G8]%S"!+LBWMMC.P[6QC6TN,`H#2."VN'^0`@@X MH`0&*$`2P'`%>S@`<###;A`]#P8W>E<,'K4N9`'/EC=Z:O2@-%O$`6L;QT"`^BWV/P" MT((2E,"$+0BA!C)X`!5H0(0M#.%7>,^[WO>>]Q\/4A@]`[!=6V>'@OY+>+TX M$H/_L!"H#M54F9#42ALL`!FN<`(78,$&7SC! M%VPP@0ZHA$)5@"@U&![@@O^#A?!_7,`':?8'"P`E'?`#1N``!_``0'``)Y`+T6`( MQP!I><`[*>!5LC"&1_`'2A``&4`%V``#8^!5'#`%?W`$`` M0U`%N[:&WR$*;E@#;?`+9B0`8Q`[&W``+^`!"V`-!V`%?[!!,U,10+!0,?8' M$A`[&2@"`=`#A1`'1R`'S?`!&,,`;C`5G?(';!`#),`**!``/T`!R4:*V3$' M6)(H,C`&+G``,_`'!1`"#U`%`E@`9%`"`D`H"5"+MQ@"NZ5,-K`$6,),O_@' MLX8`&%0('3`&03!>((`J1,`"#;`"!P`"(W``;B8``T`'L^,&7*:-W3$!@F#_ M,*A0!S$B)JRX!W_@)B61`D\`!O`X?[N5@;%2!!DF)?DX:SQ0,OY(!G70!-L@ M"V,07.`P`TEP`,'U!R5@,\0R!K)$D=HQ!`Z``JMR`C<0)RUP!>!&!S*0!_<0 M!QBP*GA@!4@@`6#@`SFP`#,C"FQ`!+)P`'&@`@&0B>Y2`$XP!@A@`!S@@5)P M`%AP!QUP`)]"`[7X!!ND!'S``E$0`LG$DT2)(`8P!COP!W>`!E_("/$V!^H! M!C>@`E;`:EI79`D``AZ0!DPQ!V#R!P@@@)XY!H#)!P'`!F/P/6-P!3&@!AHU MF/11`F/``B1@!FY`@SDA`%90!(70`E:0`6+FFM3A_P1%X`0%I0`T(`0`8&R' MD(49D`79")R"%1('0`&%8)%A$`!G``DR\&P7^`@*X$H`!IU`(@Q M(P.'^0=U$&6(,`%6M*)Y`\HY>I0)C``-,8`,>0P09 MT`5%T0`E``235P@D``>%<`![(`<-P`"$49Z3X.`#[6 MD`&9DRD'`)J^6`4@=@0)(/\I2+"+(H`!/,,"3%!;LH`!9X!`%0I`[;@`" M"3`^$<@#),4&RHFEW/$!`9`";+!K%N`&8:`IAG`#,2`L;24!',`MKG`G?X`" M;H!U,)`#<$`%=O``!X``%A!H?Q```^`!SH,*;^,!-7``QW0`8&"HX5&7/4`H M1!``4F"-'P"5`,`&7C0'NR4!V5D(Q!,[%>`&P(!5.^!RI7<`4@``/Z!%;#`` M'!!%NE*8-Q"K22`#M&JKX*$-?%(+;N`$[Q@#.>`!DQ0#`-`%K/8'7A`'*2!` ML0J8)7``4V!(5G`"2U`%/>`U?10`-+`#I9H#_B('1<"*)Q"K18"7^2FNWI$$ M.%#_""(`!W&"K2DA!\+(`2?U!U-@*1M0"+$Z!@P@!]1C`G@Y`CW@`GV(!D*@ M.>^X`/\#`ES$BMUJA`?@4A)[(!5U""=;"'>@!.`I!S!@`',@!P@``%8P!%M` M`CJ"!F-``B1@`3X0,VQ@!++@`+$*%#'"LSVK;*VC`K\9MF9[MFB;MFJ[MFS; MMF[[MH4P`(L'MX(%K@)`MU(V5<^)MZE4A'!F&'90L8E@!Y;(M\?1`!+@58RA M`V]P#XA@`!YPK(9;'%1PFHPQ!PHP!@-G"$5P!$PRN<71ATB4&`LQD8>@!7[0 MBZ`['#,V18AA!P3DGG^0/P>VNL!1`RE@58H13'/+-K9I_[O!`86"HQAPZC&% MX`!C@@"!`[S$43>M>1AVT`,0Z@U.PP!`()ISR[R\80NNYO;8`-32R@?P`+EN[[`00,*(`%NH)LY$0+Y M:P@E<`8&<`88X$]U,&N%J[^]P0`Q<`%LD`-76A-/X(>'X`,I@`&)<%D8X+T. MG`[(1AD)@`>DR@4ZL9!O<`@';'B%`*Y5T`(>&L+K(`RS>%7,<@!7L+F%,0)J M\`"RT,"3L`9`4*B3X`6B9`@J8)JBXE/`"!Y,)#@`[8T`#=G`&?X@()B`(/0,8 M0.8"\:._=O`%+H`"55`#`,`"1^`!VF,'1B`!)R`0MF@(4#`&#F`'E8Q*&8`% M9_`"!$`0.1``"'`$0WD.6\`",\`BE2RX?_!?!#`%=[L(%<`!?C<))\`"7Y`! M:[`!9_!C;,,&+H4%;O!?AW`2DWP(0]!N!V"\G/P#%F"W=2`!,<``]5`#"B`& MR*K60HNQ``%C@ M`8;0`E_R`K6/`)7,@ MM1=@!\JK%0U@!7AP/5#8:4Y@!UAENTL0`#6$TW`0*R;`TPGQ!T,0`$!=%D)= M"&XP`2PB`Q%@`TB]#AZPA(90$?TA"@^`LAU2!7_0``EX``;0!#_P!6N<"37` M`4"P*#%P.2I`)()`"XK``0#0`!XP!J:RDU/1`CE`!M%#`@&0_U4+B4'=:;@+ M(0)LPV5GP-1_70,>$`!V$`1LD`'V?-C"E1!.4`5>X-B%0`!`\,6<4`0QT)I) MT#P'H`?$DDQC4`)L$!<`,`8:T`8>$0^9,`(K7`-JH`!GP`;6^`(_$)M6,`9M MD+T?X`8(,%X`+-('0`0G,`8GL%N\_0(`%[4`!0`$8CB@BR\`8Q<$V&H/^\+/`#*."ZLVD"<2`&/&R['T"=@C0' M!$``7N0%-.`#+/X'$`#9H`&#/`" M9*&'E)0)X0A$^/4)9FX(8>`&*2#HAT#9.3().U#!O7X30:"^CK`"/Y#/9>I% MU',`:;`#+'`"7K,"65`%=7"LB-L,C*ROAO`#9^`#UO4C7F!_P7U5J-*BY5X9 M."`!9!`#$!__\1(_\1%_/[?0#"&0PP.180%@8:PZ!@O0<2H2+M#6`7NP`%BP M`"Y``M&VB5T'+A40!1FP$EU0`3&S`-A6GF<@;MCV1C:@`0Y9Q"U0`DXP6RV` M2P5P8DJ_]$RO!`+`>4J_`L]K"#7`)0VPMS1``0&@ M=`GW!@S1'R;`<#=P(_Q4`3>@!POP!I(?^6;@`6_@;)@!IK_;!VP`":P`/4D!B?__VPG\&PD MX/D+8`,F<`&*O_@94/S(SW!1P`?%#P8(,';0'_T0\,L'8@>7Y097P&`$L$_2 M5`;6A0*3S`4L45`%,-"9L`/E]P<*T`)-4,%8L#,@H`B`(P@[CAS(I`C#B001 M(``M``@B5@56(S@%+4Y6BXR-CHXH$S97CPE_EYB9FINWIID&8TA=!R>=0P(JG#)L!V,.O]'2T]35 MUM?8V=K;W*`(*0=7+9T+KVY"86PYH#95!']-"M$NSFY.T22O(]W\_?[_``,* M',B)``H.)&#/LR278'4`@&<&7':Y M$@\)1"'F%,A)PX**ESP0``=U,''`AU7HP,`18USRQ)IA3$3#&"P(D,`-;I!1 MAI1NN.'!"V6E94&CQZ`@0'N/A'';Z5.0>=4?[!`$XGE./`$F4E8<,K_Q7\ MD<0!-OQAEAQRG-E4J-16NY6"EU@@G0_1A?-'`0=T(81T0BSK``*U8G*L3G\8 ML&,F/82P!`W2U9CLL=(1L&RS#B71P&>[62OPP)J1*M$"#74[!`$A2`#$`6+, MX0`M#[-VR;%`7.(8-`\O&D*$%AX0Q\5C^!;%`V/PX>PK$OB`4\`$QRPS0`XI MZL84.+40A!-N'+#/"U4`_,?&[I)P"1-5'##M"@=D4:D?J(PAP"4]P+$6.%.` MD\485M!:@`=5./":;%T)D2!WA%KC:$XXU']\(H#M&:,Q2N7 M:VZ\EQ#H`0$-E7F1'T!;_F''.)>L@4$#2M@@`082=$"E)B:D;20"F*1[">,K M/D6+8^330&3QQ\??7@--.#3&`%14P0%@=KQQ@18G:`$%+`"`*%C``G:0@Q>6 MP(24J``"*JA,)JX@`ESPH31_R,`1I`"#V&EL#+&0GPB)8P>@'*`-Z$G!Q)3V M!VTQ2V1DZ%8")L"&`%0!#E:0H`,(480'4"IT73&"[$9(Q--T+`9"L$.2)@:' MO$S,#:LZ`9'2=H"#1*?_"CQ0'4[<$(`0("`.%!C!!;)#!Q$X@!50@$!?BLC& M-BKK%0$+@AD/\(,I"$`B)*!5%XYE@`-.P0[$"X$9)E"'2[P")P%8@`(.`($8 MRJT&SM@',;X`F`2X`3=_T``9_D`'`)#!#2=H(`_V<8DA0`$P;DPEEY9U`$VL M,#K`>PB^CO"##LR!`VZ```20\`Y#KF,MCH'`?1"XIAI`4CI-*4M5'O"*/X2L M2']8P!CN08`Q3/,21VA6)[0`055ZTS)Z:^4E3$""MOR`!"0`1RRM$,/H0.!' MKZ"((0_``0XL0`6.H8()_;`X$-!!;\.S1#X.<(,&@*,&C"M`!/SV`&G>HT8' M_XB"(167"1?`$PX-"(8SQA``$?C-#6:PP114`)%;I<$&W?FF2@G2,3]HH0@! M8,$BC48C6M1/!I^Y0ALAXJ<)L2-B&=3/AF<3%@0%L.$*&7.%'`O!#%1CP`C?$(8]C`.(''%,!ED1N( M3ITN08'/A(!Q+`C"F:'\D$S$0`P,J,(8QH&$`TC@!&-@]R4J0&LEP$$":_&V MQA'C@Q*<,DT1",)^+P$%&SR!#S:PP1X";8&9[*TT4PA`)HB0GDR$H"J\2$$& M6#`&_RWDXP=1L$(4AN";W6A@#,;8N-++]H`G_T$!%?S`&Y9C*RY8\^H7.+`1 M+L:&I7M=O7:8VM?'3O:RF_WL:$^[VM?.]K:[_>UP1\D2RK.),&TA$R6@D`/I MCHE>QOWOU6@"3361@`#,^!)FV/<_"#`"&X#647OP``K6\`-K@$DF*.!T MP!]E#BD(0._/MR(HOPT@$>#"`<0.A.)QP!(H\(,=4.`&U/\ARA(%0!7>X'=1 MS($-9WB`;Z;U>%+(@=N:P,$1)J`'$74"!ETO!;IT07&'L/]F!VH(01.(/($0 MA.#2OF<4(P`";L`NEX`#5J`%+*`5,H`&2'!\/%`&".`Z@AU?P_P;.2!17$``!Z,`1.\`9',`(1@`(0X`)N M`!)00P&NLPD(D"-XT"@/-Y0'8``-`$DI4%^TMC<2$``2P$R\M@E*4"`<0#Y7 M\`-;-R!TP`5'<`E54!)JP`$W0`_D8(`3/D`FW2#8L"&=_\&9ZH`,F8`)MD095X@8H0`;$=O$=P`7;1,5 M'6`T;3$?S.1Z-U`%FL=,8=`)A?0M1R!;-A`"@^(&47$#'\9)PJD2=>`"U?4P'M``7\`&"$`#`7`!>=(! M4)`B(R"2*_`'(W``(>`$$X`$+(`<7&`"7S`.+R!;%5!^("AVE_!],Y`)88`' MKTEP,Q9E%]E*,!``ZB$1WHD)-7`C+U(%K"$!S=*??[`$!R`4<[``3%-!#'`" MS(1)F]`#F."-=!@Z-0<&+F('8Z``RDE32)"!#2`)-N`[8O`\`'`%ES`!1_ET M/_`'/2!V1G:B*8$#+"!/?X`$Z&0%=C#_/%A0!5<0!`_8`V`#`QH.W"*)::$MVG"72P=0P0K!_0`'3@'$M0`]'#`#PP9T8@!P`E:0``L1!CT` ML]7A`%P@!J_8_V5Z4`(*<`,SU@!<0`)8D!<"\`(DD`5S(`=30`(T0'VG"`(W MT`%P\(FWD@-L```>@`%A0`)0]`=8$``E(`<8$`!Q8`!$:V-L,"A_(`0L`!=R M```+<`$7D!=SX`ET[`:9P`.8`)F!3UF4`2;8`?/PV\81')4T!1KX!,R M\+"8,`>:YP6:=PDP``1^9P>(H+A+)P'E:I[^@`8EH;JRBPTJX!.S>[NXF[NZ MN[MD1P4I9P,7<`(V(`\H80<6@``U($'3$`1`L!#4<`]Q'$"MY!(^4)-=`! MTXH)0+%O2(`'>O<')SAXG,`'*BRMZB$'R($F'P">.
T!&,1F`/1CP&9>`N M(7`"0'`!7)!=KZ8W9I``>'`%!!`#!P`#./#_`R.@!6_`E)NP+.Q**RX`%'%P M`0=0`A_`NE'@!!R``1?0`W5@(<$7`SEP.7*0`2!P`0%@`3!#G`"CT`S9M`0%C@!J%S`D@@`9%:2@>6SW_`S)\``&J` M"2/@!AP0`VJ`!_LU!GI0&0<@-]O,S9@@-I<`2>3SI]=W`+TT!A#P`.S\!V'[ M!_#\!R5X"04P!GAX_PD]2KS%UC1HZM&'>@DE8`8Y\HWJH=!1Y9T28;N8(`(` M@%,7H`0I4`>7J0DDP&6!^@D8$*&;BB94D`/9$7,NH,G&^M+"H0"*-S&Z0`4L M-`8[R&S].P9"@`!C`"`_'=0*,,\:^,N,N6^8Y`)6&0`K./\% M"(P)?#"3&K.F,=U`?S`$59`QMTT<`B`F4;`E#>`""S`%Y5$`)*!W$0`">G`! MY=$$"X`%0;``))``-:`&31!V<"`&%Z`,&A`#=I@)0Q`#7R`!;T!*&I0!/,VE M#1<#3L`&<>`"8_D"S&P$#Q`'`2`/'9"1+@`SFA`"1R"Y8$`^3I`T(K`";I`" M;_`".M``;>$&&6`#^:#?:1('_EIY]!`#PVL";;`$HIT#,/C?\?-D*A`]#FZJJ^ZJS>ZJ[^ZK`>Z[(^Z[1>Z[9^Z[B>Z[J^Z[S>Z[[^Z\`>[,(^ M[")4!YI-[$VI!570!3D0`+B<`HG+"7VQ`FP`A`(1`D-(#6'PVB$4"@@``09P M(CN3,3)@`Y4;"F$G``\`VJ,0`3A<*2>+["@[`70`+D[@`Q/`J)_P!5`P!S%@ M[:/@``%3QZ#02864``5J#1U@!<'@NIY@!6ZP<)=`!6IPE"T0`I<;"E`0`F/P M`SEP`IX+"EPPXID)._HLO)S("(LD`,X[!]M4``2 MP`$],`86P+I"D23M^PHQ(`=`P`+9I+7J&P)=L`;H7`5>E`'0 M,`<7``@8#D`+T^RT]\`$M<`8PF`2W5@-> M$/\`6NT)"_"H73#F6W8K:I``37!\_`$()VX,?X5_$`<)#&X'(U4'8P<&+C,A M`4\#(2AC81MN`G]:,5T!!S5_2&1L"TH=`5A5`3`E8P$IA(:YNKN\O;Z_P,'" MP\3%QL?(R<(`!Q"%/,V%$P&Y#FYV?Q(+?SAC`S8Q-A4SSH5+&C8_U#*F?U\D M?R=M$Q4F(P@'.'\!-G\<`(4.(*'BQE"`$_L<_+G1P1"='V@*89'PQT$`+85\ M$$MBBL$"*(4Z4)32YL^'"P*L(B"X<`+/R;^ M=```Y0"H,PK^`#%5@`T$)`=,.'")@`6(/Q>V*=O*M:O_UZ]@PWYE5D[`@0&% MHORH%D!.MFTMFMG(4,C+#D,RU`S`0$W%`1W^;ORQ$:>0'#D##A3BYP_@GP,: M!(PQE(-N`(4,#1DY(*60%345W10YIN-`!@TS[H2D6`%.(3I_Q'1P(`))"YB) M8)SZDX%#(3,_;@@?866,B2)!'@LH$NV!J1L!%KB0P,UM[0*K:[]^_@ MPW\G:RA%B#]T#AA@%0^1C" M`0>0D4L:!_30Q@%=##%&%0XH<("%*0S*1@,T7K&"&R%\L$`5.5A@VAQ1<*#% M!AG088$;"7@!0@AB%@)``#P(8`9&:;@!Q!\1J!&J,.R$R&(<7CPQA@TK@(#` M#@?H\4`&)QI2@E&Y=.#;'U<.>M]][?U<$5`S[8^(<1@1NBA=2YT%'#$@S0"X4#%[]6 MP`BPV>&VU$-`C@,=3B110PF`,2#""Q&4`8`##Q@`^0X19'$;W[#'+OOLM-=N M^^VXYZ[[[KSW[OOOP`O_OKLM^_^^_#'+__\]-=O__WXYZ___OSW M+[X*,W!!!@:@APSP81=V`,`%P'(M_SE0?`D(00'T<(`FW.`(&LE%#4AP+*_$ M(`)AT8$'1%"(7P5@188H@`N2L`LZG*`#'HB"89RP!\$5X@42D,`$='$'*PCG M!F`H!!5N@(!`B%QCH8%=`")8&;,L* MA8"!!_YCB`0<80IVTT432&"'![#A1$L8(PT,\0`XD.L^N3!``/;HAI+\H0D' MZ(!81?A"!R[TAQ:800-B M(D`),O0!.@@@`1#0@$+Z`P0Q[:`$&H!!?T9``20TP`#)$88!5+&CBAS@+@IS M`Q)Z$9]"<,`/A3"+$`P1!PWD4A==H$(A'##,@`CR#TZH@A)R88(.7-&1#H1D M(=[@N2/THP-G"%H;:I"`7]K@!"H(`#RND($:V"`$2K#!`6*`@3%$X0,]&(,` M&N`&+:!A#`7(P9K<,(``R#`8##"#?WKI@#%0H!!3.,`"QI"47'P@&KRAR!_, M$JP'1&(,)/3%&&!CS4(8H&T"X&(%#E`$:8+SD0=XHE\"`#4\_,$%(^I`+1@A M@C&0$"D+?T#`,8`1)?\X0@'`(,KL''3 M_IFE7P1A:2$RT!`V:,`03^V77M=2"+X^]40641@;@L`!$@A`!0)@``0*4@PJ ML"`!>.H!XMI)5G;`ZJJ%A+4X+P!0[$Z`%$&*TQY-:!!1P@!VA92`#_8M0`.'34 M!B`(0@(!77'?!![!UX`6%$-QI"#*@3E#_X-XK:.$,0%!(#'?RAD,<+JG`,L,$H<(,,9 M.I2+!RP`QH;P@M$&8+>`?B$$"DA:+LQ0JLU"X,,/7AC<92+PAA?\80!C@((! MV&"$/#O[&"T8<-Y@@#A=/("LN?""%B```;M!`04.D.PN$G!10R`@"F`(]A^@ M@&59]E8">P#FL^<=##E<80P`H[>^W5>'%YA@5?L.N,`'3O""&_S@"$^XPA?. M\(8[_.$0C[C$)T[QBEO\XAC/N,8WSO&.>_SC(`^YR$=.\I*;_.0H3[G*5\[R 1EKO\Y3"/N GRAPHIC 37 m62094tom6209425.gif GRAPHIC begin 644 m62094tom6209425.gif M1TE&.#EAT@&M`>8``)&-B@@&!Y:3DKV[NH2"@K6RL?+Q\:VJJ[M[/;V]>/BX4Q*2M73T<'`P"XJ*.?EX\[+R$5#0W9S55247AU=&UJ:NKIZ(B%A%Y:6;BUM+"MK#TZ.9B6E7%M;(R*B:"=G%%-3"8B M(C8R,L"^O&MH9]_>W6!=7-'0T$A%1-C7U=#.S&AE9#@U-142$\3"P=[=W.;E MY.SKZMS:V3`M+(!]?$`]/!D5%=;5U-K9V.WLZ\/`OK.PK];4T1T:&M'/SKNX MMR@E)>CFY=K8UJ*@GN'@W\K)R)N8EY.0C\W+RNCHYB`='8.`?N3BX(B8J+C(V.CY"1DI.4E9:7F)1)'9F=AC<+ M$"`0/IZFIZBI=:FLC'59*@A&"%"ME$(M>5D'1K:#3PISOL-_+!)W/!)6Q)(= M)`$\7@$[#T50WB/10 M^$?%BA*$<&18L0(`U15=PJS@=(/#"BQ<,F#`ZL@/"'"(\7`HX7*`.,EB!3J8PAB8U M(@=D:$\8'I*S/W``!=6``A2&8``K:(`/VY$`"+XE`0N@X3J":)IMI"8(J6*!\>,@"(?^P@JZ%K&-C,*,@`E`%0Q@!>RH8PS/_4`'[",%-![`" M#XP@!B](B``2R,(,S(@J#)S@!9*T0`]@`)1V!.-0=Q@:[ASK2M(\0<\C`#%.C`#ZZ$PQ/_(`*8&8$'<$!K2J5V@,4R M$`;XI!\,4&`!AOE3"5SX0PD66X6Z6`!^"$75#J]/Q=J\' M0CG"_[[`<`0!'7:M)R`"^WS#U`XCP@@Z""0"^M"#=W*``&/@0!,$0(0&+"!Q M6X-!`]8*`1$000>2NP,0>8#(`,#L"SEP"@TPX0B" M_4,=QN"9PR+3`&P80VUP,(8=WF``"N#`&8!P`A24$;8O.'!RSOD2P0`1_>J><-,#!D'9AO&,;@+7^"P94_X$!W M_S"'/02@T*C*&"/FP`4@;J`-,&@A"/K\!_G25Q"VQL(/B/]V@`!0]K]_\,`1 M!/&%CLGK!L,^C`*F'1DQ5(L"8SC;I6.WA0#4`09MX-Z%)W`";AO!E1Z.MR#* M<()QLBT`BR5`%N30!AV400`],,"=V'<'+!PA-C60@%D'8*`R-*$'!2A#JNJ` M@Q8L@`LSH,,4-$`#>LB!#>.EU`]F/!`0N.%U&Z@#%EX0!0O?>SM%X$,>NN"` M,0@!`E3@`P1T,(`X-.$#`WGX0'"0AL%0M0>UB,,;]O4'&Z!!"C@7`0"L4`$( M&`$.,!R$`WIP'JNS0645>(<,B&"")<`/`DPX@@).(($@',"7/^"R%:H!`T5F MY`]!F($(:2>!(K``ZUB``'+/\('_/"0A!FW0@`HXH`,!".`%5BB,!P2P`1V( M#@(J"$`-()`''D#@`3-P?!\L`(`4'.\()/A#'#R0&,,JH@%O8*T,CN"!!GP@ M:W6P`@T^D($\G.`&>4A!#M)SA`5X00RU2.(1@O"%V]G+&"?`0!\44`LN@41*``RD`'CQP!]TD!31P!"*0 M`B(0`G[0!G!001$P"`=``^BQ!&(@`6*0?SN@>AEP`2;@!B@@`C0P`S$P"%>P M!DJQ6%*P_P9\D`8HT`-^X`8@DP=H@'4*X0(Z<`0R0`=2@"1_8`!O,`,S$#!N MT`,TH2,]L`8],`-FH%]^D`?Q4@@J0`91L`8I,`)QH`1B<`=!$`,:$`7+E`)H MH`,I8`(IH`-1D`\`%K(P1R40=>T8J,P%5"@#)-T`!38`$FH`4-T`!40!4```-30`([\`2" M$`,^<``*$$DAH`0*\`0^H`!YY6<$L`*#(0>;5PYRH`(%``&!)_\*U5(&3P`! M$#`14P`!0+0$$%``D80#8/8%<=`!Z#@`I#!_\Y<#%+``$E('54`!`BF0!M`` M=0`!(4`!(Q`#,$`!*]8`[S@[#3`$=0`"$W,`.I4##D`!!9``+,``+N`"CU@( M.+`$8$,'0U`Y&YF2?T`'!L`"+K"1%(!:@E`'%,``,0`VWQ(#,4`'`CF#33@! M(\!I=9`#='`=*RD(=A4#<3`$+@`#`X$$#$`!24`!.-``$X`#5ID(4)`$U2!E M1B(A1E(Z,%$'1\F5.E4(=J6/;-F6;OF6)F7>KF7?-F7 M?OF7@!F8@CF8A%F8AGF8B)F8BKF8C-G_F([YF)`9F9(YF919F99YF9B9F9JY MF9S9F9[YF:`9FJ(YFJ19FJ9YFJB9FJJYFJS9FJ[YFK`9F[(YF[19F[9YF[B9 MF[JYF[S9F[[YF\`9G,(YG,19G,9YG,B9G,JYG,S9G,[YG-`9G=(YG=19G=9Y MG=B9G=JYG=S9G=[YG>`9GN(YGN19GN9YGNB9GNJYGNS9GN[YGO`9G_(YG_19 MG_9YG_B9G_JYG_S9G_[YGP`:H`(ZH`1:H`9ZH`B:H`JZH`S:H`[ZH!`:H1(Z MH11:H19ZH1B:H1JZH1S:H1[ZH2`:HB(ZHB1:HB9ZHBB:HBJZHBS:HB[ZHC`: MHS(ZHS1:HS9Z_Z,XFJ,ZNJ,\VJ,^^J-`&J1".J1$6J1&>J1(FJ1*NJ1,VJ1. M^J10&J52.J546J56>J58FJ5:NJ5^J5@&J9B.J9D6J9F>J9HRIL/`0F% M-`B%M`1,P0]R\`.;(TN$4`,)H(SLPP0^L`0<$0'_4`A^&@%+8`"4M1#$PB# M"JA_<`,$<`*<>JII M<*I1X`-U8`&<.D5ST`2<*@-QX`*"M4D97\[.,[7&PAO`%[9$%6!,`*;"6$IF[5$;IRH$#4`$;CXV"#&5*HC`LLA4$].$=^.@ M;H+P`EK+M#TB%X\;!L:``D8W"#Y`46951`%P!#GPN"YP`'E`!N+F*^(:NR9P MNG]@`NU!.I$Q!A15)&,0M='6'LETMNW1*[@;`!+)!P%P*T,J`0O0NT+P`$J5 M`14[!G#5A(*@O!U3!W40!W<0`%M0!B_0'O[5'G4Q!I"2'!T0!6V:!LJ+8S#5 M'AMT"$#0'B4``I]Z`F?F0N,0`##A5TYP2FZP%YZK0G!P`GBC./)Q::@$`233 M,P\@`2QP=Q2E8WXF)I%:.,M;+2S@!D)0L400`RF@I\3U`,M[LFC;*VB+4$US M2N@*I!(0`QY0L33`_P/VX0`2X`1N$``6<&"F%0!&)KLX`@&?^E6*VAYK-08& M@`'Q856%%`1MP+@"M#7M\:^%X`"<&A]ML`0#P0`Z,&S?(PCH\L`Z(`8%S*EL M4+.$0+1K4VSML05=P*VVNTT!4%B'(``/P#,!L("H@@0/[`5P8&%A<`%&T!Y3 MG,+$&P`8]`='D`%$^[\_*@$*D[#ML5A_$`8O``$LXDF$T!Y!7#2IX@!V:\00 MT1XG,`GU`/E,!80T+],P;E. MP*EGS`'Q$05F*P@%T!YM?".`A"J:MX>%$!\H,'R%$`?D!P"G)%==RPFNNO^\ M0)EB;1,`>Y10Q9O(D('%:-`"PBND.O0M8E#)@C#*G(K!=/S)<;L=91,`)_NQ M\R(M\],`LU&TE>.N?%#$ROBXP_,'43`[YCRYS3:Y.H`"$K"YELRYT=,>19@X``%T(P`:E4(Y=9E_!H$DC,&"O>]DK8Y8^`H.(`&XFJI M*D`#+R`!=`52B=PK`-`>3;("1_`"E8>T)QO)+IU0?"8D38`"/S`!$Z"U??"_ MGCP(C0.Y@0*Y?Y`!-%.HJ2P(-3=@!A`&>4`'=.``XT`"<\#1*0@$2>/0#-"R M-Y"J,V$$**!)I_0`U4`#A20'6BL7>DP`-C"^MT;_"&=0-FUP!7\@!$A+$TMK M!/58"')P2CHP&`/P!BTP!SRP@&=``WGF`!!``TPALFWP!,MVL#\0'R=P!8^[ M!040'RM@`"33)'5`M`3PE3RJ!AG0!C-@0C!`!$!!`Q)0&P.`TXKL``Y`M%%` M``?)SLFQ`3>@`&1K`1*J`1<`Q.']!6V@``+`'GQP`/+=`R_0*X+` M`G@`LRW`!VT`&;7;'FQ@Q8.``$D("1D0$` MZ`1%``5.@(PDX`0-\`,9X`12O@`G&[U:(@@N(.5.($O5(P0[X`0W<0!:/N9D M_I5*/N8I\@12+D!A0.92+DL@\`,(,.8.4`!:/KR$8`4/4,OUHN5V6@AJ[@2A M\@-.8`0\8@,,H`(_4`NZEJ:._NB0'NF23J6NQZ^0B@,L0`<-D'17P`!P8P<`,L``&KX`-7D`/[^@=3D`-E@(YK>@80<`7H"`%+30AU ML+]2MNL9L>H0`*D0Z0/!Z.F[#@$YL.R\/>F'P`1^,.T<$`\'L%6BO:5"L&+/"XG.I+E?[5M$H[[5$!?2`#$_`%>ZL`&Q``$3`$[;$!#5#(`9!R/J<#.E4' M_1TF<6`'.Q!,9G&O6+`$=ILD'1#//+`$'$#.(-``QU0I\\/.%Z!9_4HS*O"P M8\`"F2=I3P`FTRH(?;!6@D`'!;##`>`$.M-`H,&#"!,J7,@P5(@&'`P% M0*4J@)AHH,JBC&D`X#V`*( M8%)SS)>*,ZB)491G!H):1P9%2"8GHB$%?VSBT\<%`@0NAI`T7)@$RM:O8,.* M'>M)@HH_=?1-E#91BZL'+OX`H1:@RAQJ,^@TBK$M0J(#AJK,;!/@@K(96.P- MZF`H@[,`)7+2^"/$4(N*"&08BOR'B42)3/XL333#4((_.GK5690OP)I!A0(L MZ3R!K/_MV[ASZ][MB(>005.R431$P(<1(3/4#/H0($^'/W`"A'$$X9C?0772 M%/YC!TP`-[,+S9!SP=#T>@$XY#CR?<&B;$?B5#&TI6("%X]KS,GR8A",6A_\ MT4$*B=3@1@"_>6#(#G;8L<0+3K3&P2#EM2''"&.T\1QO'';HX8<@1E*&$S1< M$-"P1@`T$"",3D9H]ET8,C%@`C5CK%"+%SL:`H<1!5!S1!@TB!'"'R:D M-@8!5K0A!1:#+##&=#A$-,8%%^A@E`S9H+!#!NP%T((,U%S_%^*BC#;J*$,^ M8("!#F8D8L4"1DBJJ:0'*'+!`(F0X,@"FYZ4"`($B)&&#%?\P4"I*&XJJ0PA M9+#I$'],(2F?,I#@7AI"!&5J0(.D#4R1B`JB# M&&'%#!]$V($`!``P0A7D6E"%`!0`$$`TC[;K[KOPQBOO)#[PD-2\^.:K[[[\ M@E5`1OT&+/#`!!=L\,$()ZSPP@PW[/##$$2!"@$] M1"'`"8I@C'$4F;"`L8P4M^SRRPO)L5$`:=!90P!<./#"&"!$5($B$1SC1XZ8 ME$$",C`GK?32C4R10QR)+-%!#G(H_T+-/8,$D(`J,P!4PL^*Z",!(W%`D,,? M<3`P$PR)E&T"TC-!L-H2.>#0``1E,*WWW@?784$%*&#@518\]($"MH-0\T8B M`81041\"?+'%(F(O@@,)=QRQ10@\2.J'R'\L<<$:*3SS1P,K'!'%!PVD@0(/ M>/CA'M^TUZ[O"HU[]P8,A8T0@!%6!V#.(%$<0(=V'-E`>0!C*R),"3#9\$(` M490V-AX(BB#\'PD$,,+1!YN,88'5@A?$1-#PF]*`&$*"! M5^0P/3JUD'G8>4/[`F"!,S3A`#4Y@8+X`(%:?&&!:*@#$0*@`1PH(8((4J(> M]_@59^A`;$U8@PFPH@1%:(8((4``#_9P-P(:004S8$/>!H&`)ZW!"(.4CO;& M(`(:D`,9_H##-CY0`9`,X&AC2$$4$L"[,0"/C[",I4`6L(PW+",!4>A!&\#F MJ5(8Y@\L($+IVJ"#("3"!SV@01NB4(%M&&(&%=!!!38@`QVPP63_)DN-(4YP M&CA@C!UIX(,.)B3+73QBT1A+-J$8]X8(` M!/03*J`!.3=*TI).`@-M>"@H:I`"E9KTI3"MGP@0LH$"Q/2F+_4>0G!P#848 M@%TX#6K2?C>O#\Q`J$A]60`*&2\E!("728TJQ`+0J7@!CF12S:K#E@JB&R`` M`0#(0A:LD(4-;.`!/"*"!<2:!2PB8#9:C>O`=)J;#D0@`01X@%YU,`8=H*`- M1^`!&T[0`A*@`;#1]$,/>N"',=Q!KRL@_\``(E!!N5H67@$X*EF6@-?R(*.O M,I!2L1SQ`2Z(2A%*V$(!.'"!%&R0&CK(PA-<>MG:?J@"6/L*`[!0`0E0HP=P M@(!7*-&!,9!`$)&H`Q!"((8`NH$+"E";;:?+H0K"R9J0PP)@ M\H($M',A#I"`!1(R!][J@(5>CG,DP'R).53!R"T80&47TKT:+$0-$O#"F>5, M:$9(X*.3Z((&QB`!`(2E2`U9(`?"6^A*IR`+E/!R10!@#!CH>2,8T`1?&%@1 M=6@!'+B=B1DP%2PRV,#,D6J%.3[`"`ZW!`6(4%ZTP*$-"V!Z)*#0/C`,^E32 MV<0`/`H*!5P`#V=O1!':`.^IEW0."(#G"]K*"0JL?`XF.,(:SG*)`:3A#B-8 M!`MZ4-5,*(CPCK##!";P!`4(P`(KD+?)G,'#!TAAR(^H@Q\P;?>2RF$#1)#` M%G*^"2>%X#EU"$,/9""3191!X(YP`1AZ\,I!_Y"@#0;/Q`F((%T&0``$`A!` M"22E`7[,<0R+]4,:).6$*B2RR9,X`0G$7OJ(S@$#0!>(#DYP`0?D80S(902X M)D$'#/@!Y6-@V26@\-4U^&$#>9#`'#]#"PG(8P=5$`1U0&F:\#?9UGT2)0!C M$`1V(!`2P`=$($Q"T("-8`.TY0AQ<`0Z4`P#$`7CY@@WP&PA0`9D@`8\]!D! MT`<5```L"``1,@$&D'4"404H`&3V5``?B("$P`,$6!8;<"<'Z`D&\`%OD"0H M$`(X*"5P,'(HR$,O$5J;HP!+T#AD41F(IH,"]00!(`-'QPD,`"":8'S`I@#! MEGF9YQK[1P,HT`=^`O]K)Z`$"8``#@!ZBJ"%V"<647"%6&A/<>`$41`%&[`` M$,!]EU`&3G$B#>`#5G$`"9``R?>(R0<&FL(#BH4,;>`'F!@X3U(-`A`$5Z`& M-\``,@@)()!CBF`$=[@0)^!H>RA15;!H4%)M%[`#63`"`I`%"B`$"X``(0`$ M"``#5_`#`W``)J`$VM0<::!,*"@1U,`/$G`!9IAY!4`!$R!T2_!':,`))9`, MBK``*K85&``PK2A1#A`!%V`RA;*,ZB@1I;%+&(,!&\!L79<)<@`&8I`+FW`! MW$@6X3B.,=5SV<8$=9`#TH4%KH,3$A`@"-%&`0!YF>`&^S@6_>B/<>4!-`#_ M!K8F`>(H$%O2!GZV"6^P8!*YD12)5%J6`0^ED0E1`FB0!M.Q"3-0/K8QD26) M5&70!'5!.23)"$O07I6`.S+`/YGP`"AP&S19DS@U`2\0!@`'0V M%BB@AQ1S`P)07@IP`(1H8S\P!XLB`VM`8V1)!#WE"'X`!HI@`"3`>HS@`)#Q M!S.@*)@P!6PW%@C0!A@W,0U0`\%'2Z'&`#20%Y1P@5HU#C2P!C20!L6P&PV@ M/5[$"$\9`!0`"4.`$8I0`/\`"2`3%V0@F9A``P0R_Q94,`9TR1LQD`7_-0#0`9/-PE98#([$`'--PA+L)I_<44( ML0(24!N+(@Q8-0'D4Q).P`E8X`%.(`<84")$TU$HDP@BX`8XH`$]0`UW@`9$ MD"BDL$L!0)VU95^#\`!:TQD+,%PQ4`=#8#>YMI(-"0FQN9^,,!_TN8\M$*&+ M<`09,`@K,#N3<`/;``9@$!2&H(PTH%(/P`9)D`@*F@@X@"N9L`(?X)>+@AYG M`YOH'"[0`)'`$=5`'7N`'T\6B.:`#;:`"&B`&8M`#]04EZ:$NO8<0 M"N`'VZ>C_P,)E2&./"*@;-AQ/S`(3D5Z89"#DI`#*2`&]-0!ZKD#"E`"C*H( M*,`&0[8#/%`,SQ$']Q:$E!`';."J(%(Z._`'PF`"+.8!*\!HK14`4`!^&]`] M&"`,`@`!&,`&=``2+E`'S.,"$G!:?X`.V?A%5^`!N=H&HH(``8`'`_``1/`" MG42L<>6B0;F%N$D"3D`$/!`"`9"M!\`$(A!W`E$#?2`&I)D(%,!#:_8(I2B. M<#G_`@#`!MI3E1$*`=L@I!:`K)'01AO@EPU@ER0JRM*!$VP!;/Y>U)"`%L`KY[6 M$!9`!'#V"'ZG`5.Y"`;0`_09&R=P!3CH!DH0)$TP!M=!!B`;"060AX,@`6`@ M!SD0`$CZ!SS0`W2BA0G0`1!`!'6@98*!"0J``CWX(1T`6(DQ%#\K!0'@%T/; M`Z-%!TD`J:6$!P0``Q6`F%%!!G_P`+G54;;+H0$P`1_!_S828`Z.B7EK(`>5 MT0;N:5DLF@@T04!@04=4`4F8(;-YXQ\P/\/]$L$IXD,?"!SC@`%VS`&!<%B.X###=R[ M>R!#.!D&\+H&*T`$]X#!D)D,FQ8`9V,`P9L"4@`&6V`$6:!<"%`0#F"#V"&' M?Y`#=:=5#5"?;2!S'PHE-*``1_,`JX$&`>"3!C$&T@N;?C!RD7`":#D)/<"* M9)!XFO"#(=`&DR,'.Z`#>R"@-P`!/2<'!\`'%Z"5R?4`OP0#!O!57P4"*L!6 MU!P&LH(!1(")C44#SJB1F99-W$!&P`J4F!R7@`W;63@TP`12(`Q.@4AV0T5[)(4ZE`PC+"&G@ M!+\D$![P`GZ9!P4`U7)=`\U6UP7@!!%P`".`@WA0&A4@)6VP`>FXCLQ(U*T& MG-BT,GLP!C.0K6F;MMT[UGK#`&<@UY.WU01\V0Q@V9P]>46`!C1@!5]-!P", MUG<`!_16S`U0!W&@%T!`!P:``PP`!`Q``130!1,0!!S0*RF@_SUKH`^$0=C" MG8*E=`1$0((D2`("H``@(,Z/!`(#$-TB(`,PT`%>#0$4H`(`G0!&$`(A<``A M0(T),`$BH`,Y<`!"(`0@4`0)4`,@4`````)!P(()```'X`3B<@`M"`+X[00F MD`1.H`#PW8($7N`&?N`(GN`*ON`,WN"OB86^M8S!31>?--R8*A%MH$R7J,V8 M2.$=SN'*!'TTL,U$C>$F;J>]4-28FB$2<0SJZ`N?I(G4\UE\T%A1X`<2<`=IC`(H(`%.[GP_/N42 MX`;=O.5#4`U`%ASZ@5@'J0A`%0,<".7`%Z'P#,*#)Z&RYBI[HJ([. M+)#HU(OH,.`#+.`#/P`!+.```_H#\IL`:F`55S#KLX[.#(`$Q=X!2X`#/G`& M$'`%5U`''<`":H`(<;`:0JW85`<^Q\#@@)0M0`Z4Q`^D' M[YH``Q*@RON"`1)`;Y'@`MKSYXZ2LXMS.C-`!//1>)*@+ADA`VT``Q,``2&` M!<:;BXC0!21P`B=0!7$@!3&,`!`6!5XP-EK@2;\]`!5!E&.0`=L@`E>F\DO# M`E0("66P,Q)0>^W2`-E0)P$`!W.`+?*Q`A@G!"LP3B\GL!GQ$4YE""\`#W[@ M"V6`!BFP`K8D!"41!U-^`S>``CW0`320\#UP`:IP#W"Y`O#@D&2?-">P)X[` M`""3'F[Y**6!0D4P$3'0.`X`$[Q@`;PS?B@0G'\``A'F!$YP$69/_P1&$`0! MX`U%,`9.$+Q.H`8"<`-:IH6E!C*KSP,\H`,ZL`8":PY7@`(9$!'?UOE)4P)!P@!/'\'`7U18@%D2GT!1"KK*VNK["QLK.TM;:WN+FZN[R]OK_`LAT+<&-N>15C8RLC'<'/O!/&`TX6>!RYRDH`#VU4 M_?'3I,*,2U4$?.@1Y\\2$'4N0?#CD%4%=U#:M/"Q((`5'E&J*,F6)0"$%@$> M$`@0``JE*$1H@(#AA\S#/2Z.^+E`LJS9LVC3JEW+UE8;92'^Q.FQ(4,`$'_$ MB$D0($4<"V.*7"KDSF=A>%3WE"E"@X:?%G*,C/H#XP48"%7DYH``X4RK.#GH MM!U-NK3ITZC9;@DPHP&I;!T^!!@S+4Z!%F/0Q+W$@(N45BYB7+(S80*$FG\8 MN$[-O+GSY]"C^P)"P,CP&IX;/(G@8-6<"3E9Z9%.OKSY\^C3JW<51_3Z]_#C MRY^_,4<+/A(2+*?_S[^____Q&=%&`"A0Y<5^N3`0QAPW`.C@@^\M`,82\7EP M`1C;1-%$&`]0R)$#M!T0!Q0Z!#`";QPP\<<.#SR@Q!]UO/$;`F-\@$`;:,P6 M0`T0]N@C=$]$$4`$LP"1!"](4*&``@78D`L8"MCB1P`;<*#!96%PX,P?'4S0 M@1V7^+`D!']$\$0-!&1A@%Q/$$!`%7/,L44+%>"!UR5-!'#`*AUP(80!`>0Q M1A@>!"#&&^G4T<8)?Z"C@1.SC4#)"T#\:.FEHX4EP9"\^8#@)1OH$,V4L_%` MYBTH9+$*"SBL`L$-(#!PB1]$M)*`!5`TX00/$J10P#MY]-#&#'(\L`8*_RD$ M0$(9"Q#!PTP"8,-%%C.(>DE34_Q111B$BA1`%$:H<,0#.2%J!`V,4A&`%Y20 M]8<78R"`Z;STDF3``SUH080/#.Q`1`!W6+<*-F+PT@,?552QP!$;K.*`BI
`X5`\@P`$%%!`S+3 M8404$#S0AB6;#E"M:&+HD,48+"!@5X-_-`7%'RVT(<$8HQCUAP#37!N`$WXP M.D$`)X!`Y25X!/!;O627;=$);0@A`0C8PAY.DYS!'_\EM`&`#`%D$$$`-&B!'`\Z M4A5#!0&XC,8,NC01@*KK-"#FR+,L`0+FZ@AAPB,J@`-RO`'-T3)`&-X`$,2 MD`40>$`"F[/$*C`0``IMR2XY&\,E5(>#11'`!+&SQA_,<)*(VC0`+#K#A&.X(`I">`$`7`##*BB@QD$(`S72Z(28Q$' M*<2C`5'@@AQXP`;O"`#_!%/A7!!TP(,0&,$/):B6#Y`P!ADT;0)?2(')+C&5 M$[P!`S00`PCO1`GNC<()\9JA`H/8(BYPP`658(4T3G4)`(PA!U;08.HJ0`DG MR($23PA##\A4*".<@`8CP`(->##$"BQ``W=@!19Z0(-D]``-45-D#6:@##[( MJP8MB`(/2M"".1QA#QEX0!/6M,1>;J0!&2#`IZ#31//]`7I!Z(`.WN"*U9C/ M:_+Z0S(^,(87"&`!#!`"#0*`!@'X8()5O(1)"A6E/X"@#5^H`*,@1;\_Z&"/ MOV$`&$X@,@G.,`#*NP2B>`&=?TA#`(10A"AL,PW6 M_Y'"'?R@`Q6TP@`+:`$&+"J8*NSI%FW@AB]'JA$H@"X`ZR@/7U!0$Q+P(6\5 M6`,KP+"&/+7A"F0(0#1)9P0A`"`9+;@!$R#@`1KDDX*KP$T(&F(`(*"@`G&H M``J2TP8_(&`I#Y`#*RM0HA9L3E6KX`(^69&!0TKA!:Z1@348``!0($$`0?C" M)1QP*@;4@9`=28+M2,I7B\A@#"4R1WE<("P*"2$*$DP&"R[103`8L6$#"`!8 M[[`H"4S@#V#``!"[TX=\RH8'*-@4%^)@DC'\"R\5J%6C*)@*'M0!!^AXP`#B M((<25&05-XA`>(;3JO+@8+=]#>XNZF"!'F"`#T3@)?\P&E`<$"C`HAAI``G& M,(`_-$`,>5A%%0BT@Q&\8`P6H`H2_R`"(ES@`6/80@+X@`(>C*$)/GA:;NZT M(@D\X`T;>-$E:C""$F#A$B&`KG`'3.`_=`&]5L!`%+X)#!_L0`,2D,"`W"#7 MBTB!!C*XQ`C&`+Q+S&$$R6J#"!+)FC4Z0`!X8-LEOC"`+2#`-0Y0V=)8T9T" MV_C&K\`:#1*@@4#VP@`(&,&F1B8!*52!=M2#1OB8:=T><.`5!X#`'!2Z/1Q; M^"H(",`M`-:U@#$23`@RQ4(<^SN,*F9)`#VI5@%S#8@1O6)00/N6+0 M)X)&XUHC%Q*T`0FPB,$=Q,"#-B`MT\C&%`X@H`0.8*`/`ZKJL#"``1GP``,\ M\,,8*O"]6"`@1UPHPU]/B(LXF"`*8^C##O(&"R@0`0/#[`4+Q$"$"AMA#"2` M10->@(*E9#C9`.]1""Y`@_8100,K4(('6G795RC!,;(`@9#PHH$Q2#H78O5" M$&CQ`#<(YAD,F$$;QFN`-*SAV*W@0AL&4((`?#S@,*=/';;0!X-O@`D3B/_H@`!D,$3 MVO""F'O]/3@`P1Y(-YL\E,#6..@M+";@@3YLW;>! MI'$#"S!K,V`%-0!>:<+!@`Z*A$+%$`&HE<+:D`;IT)U,]!PK5`H M5G`)Y75H'-B%9C$'$%```S$&=W"`LE`#1#`&AV8`*-`"P#=!.4@5RC`&43!K MZ74%LM$W&M$`/99/NT!:&-!;0`P'`!\"64!44B<)84DY`63P@!6]H"Y@C6*M0!+96 M"U!`;T*P`V/`!].W$3``#A]`>+OP12(5-GMR!27R*ZX``R)P!-GR!U,P!MDU MC.[X##_0B7>0`2%PA+;@!"+6@+Q@`*C0!!G@!CIP6QQQ9C,P8[\0!V>6`PS0 M`Y[X!YC#9*U@CC3P='^`=4_XCABY"VK08U&@7[P`2/_T"U-1`JVX`B,A5B)@ M$0XP"GFB*EC0!F"@BQUP!P:X"G6P*?^5D3IY"WQ1`2[("U4B/BBW"W$F`B62 MDAX17@]@_X_!D`(KUP%9\0.C5R("9A,!8"T[.6!U0)%K`04(D`!#UPM:L"EZ MR`LD(S[7R!&(H055P)7!P``T\`%S`"G^UPKB*#9E=@F48))9*5P@T`-^P`K/ MU@B``AD`'/UCY'$&$\L`;D"`PJ M@$\;T`8DP&ZKX`0%)0"$%S84T)?"!00S$)@.,P8S<`53@0>(>1HN(#<9P(VX ML`3E4PFZ.'=5>88/P`&4*#XQE#D*L`3%,0%&4&/`D`$CAV]Y^0=E,%TS\%&M M(%6^Z9J6(@>>,AS`U@6[90,(P`6RN0H)=`DV)"\_@`7L)BM`$/\'5Y"6:=$% M5.$!OM``0K"<^.D*-Z``!+"AEM'`%$$!`#.`$LR9#L``#`R("TOD4G#," MU]F=/O<'6A4`.0F>$/(`C/("*U`&%'0`2P$"Y_($6[.>TD,$8="*5A"D8!D` M>("%/#``%R`"[]<1"5!P6)H+'0!$-'#_`'T@0G0P%0WY#D`4`$<0`LB!#@$@ M`=0V47[@!VW``?%V!?\2H+```@,A-OAH<3LP&WX0!15PF)=P!22`@WU#G8+P MB[%0`:7J`!WG%7K:(V!9DG_``>Y`(T[P`6A@`!U`HZPP!BBP`Q90!`SP`$?@ M!0]P`5E`-1$@&G-@FF=Q``4WF?KV!5RXBSL@)%S0(!40!5G0`K!#)5E``CTP M&V!`!9^2!!<086(@`2M``LT)"P;`!E<#)H-AAM9E!#J`BS20`26"`8'3`&*H M`6D@0$>0!1@P('=@$BU0`Y)D"`IPJ3/4!JU2`R@P('!0L!LWK?\1!V&0!D*P M!B:Y`1JDK3J@_P%V<`8H@*A_T)Z,E08H``2OI0#NRA9S,``]0`12\)UVN@4B MT`:J-0<^H`0GX%`26V8+@&YYH'!.>0<5L`?^):^*6!QG8(6P@`-AHP%,]P'Z MPQM,X`$B,`9D,`-1T`9Y8`$*D((PT@!`<`8%4`P2(+<_<`7H]19IL`5/.@OA M908"<`1$$%XRD`%KH`-4X+/^H0(TX`0-<`07L`0`$`77,`9"T&-?L`0!X+10 M>PEVD0%+L`)@<+7O<)$D$0=V05U`@`$7QPI-(`9"$@#F``->D(-BT*2Q``4T MJPNR(4*"Y`8K$`0;D*8\D`#L0P-X\'*Z8*&W\`4Y^`!/L`2T(058`/\.=(NZ M\&$#3_,67-,(01!>*T!&BK.?ER`'OK<&]L0".=@#`T!!'W!,5$&D'D%:W^(, MZ!`%*X`%'5`&6@`!U&@@(6`%RYD&)B"=9[%2KQ`$:4@5?D``BID6*K`"`O8% M.$@5B?@+SVB_:V%)"6`%)!!_"I`#!R`#>S(`8N`!)&`"GO$'9^"Y"F"O/D`" M&>`#9Z``*U`%:[(!/4$2F(,"IY*\:1K`.4@#:(`V7$,`5."U'@%%:/!FK,`" M$*"/S-$!!]"#5A<,1(+#I4$'7EN_NQ"O95$H8N`DK`!;"V`"2J!P,U`-:Y`! M2I"G;($*DH?'DMP14/"UL@ M`+JR!4X@`.Q,T`(@`";PS@F0`+97EI-L$6M05;$:JXY14(EST1Q]T8K3T7YP ML+D+TB1=TB9]TBB=TBI-THZQTA=-2BX=TS&-`F(!TC1]![#J!U*+`D1PT6)! M!&P@`7=@?5&@`X39_[3#Q@8H,'QW@`)WH`-WL`82(!9WD`>EVP='D`='(+7M MP`-Y@`)@+09-?003)0$T+0$/ZP=W(!9B.M$6T0%JT`JN40=Q@#NRP`!)S`IR MX&0]DKVN(`?#Z=:"'0PUP,:#?=B(G=B*O=B,W=B._=B0'=F2/=F47=F6S7UU M$,F7O=F_=F@'=JB/=JD7=JF?=JHG=JJO=JLW=JN_=JP'=NR/ MB0#?]`4(0,*?F`5*8'E9D`0L``!@-=NCW0$^<`7>$`ME@`407`NG*H%$G/(#]+P#@5,#&3``!#`" MX_$'-U`B%;4%>/$!*\`C5?`"`<`&0\<`.@`&(G`!!>`%&98(]*W=2Y&#K[C? ME0T.%%@^/5`'3J")/5#=!R!]L"1S<0TGH)R4(`#"`D0A*8==`^ M+6`7W)`C`B`@590(&F!$.K"Y+B[9,$XYK6H\.J@G`XL&($0#X'`2FT,5?+E! MLY$&IO<'FFC&!,(`;T`#RD$;:^`$.446)F$$.Q$`?[`I"K`Y(9GEDUT*`$,` M!SL#/A`5?X#=??X'X+!XLB$`9U[':IZ#M4)!!$#_">Y`.AR`0"*P)K3##=O4 M!%VP37)`,H&>NX9-Z(S=WW%(!`C`BT$$.UG0YS]@%W%H`9OCM*EC*`EP`-\$ M#L8<`#-..E7`$*[U!SGU9":1W7X.Z&?^F:X.V>!`!`*@`&L"2,;^`!O5YP9P M[1NP`2N@`#\P&XLE.(K`"N#0Q%T.1%6PY&BP-%1C#CDB!)I41=+.I-6NY:VJ M``*S72E`>Q@@!(\.#NY``'ZP`^'3`W0[$%U7/_@4"GZ`!,C^M'FT.6@%%0#P MZ*3S`51'!*?;[]8^,CW[!XON!@,P$+<^)2E0%&Z@!"1#Z;GK"@.!J.!``%"P M*;3A9@B4#()5&X`584`8M0`:TMP,-\PP-OS-S1 M`0$NP`0NX-<7)0!8"@$?P*RS0`41,*>-/]%O9:$Y,"$M4$ZWL``AW08](`;/ M30N-\P*[);RS,`=W0%VECV-S$`';=PL7L+RKH`8A:@LD(`&'5@AS_P?L%``O M4,.T<&8V1!LI$-<#/)QU@`2H4P-CP`/.8`=0`"EW/`+CY-L2R`B<5U^<,"J2 M7<-_$&9*?PP'G\,[/&##72T\W"&20`6*,0_2%;H08,(\/WG^^#'SQT>;9AK^ MT+G3;,P33IY`'0I@IIDS#,%TY5#0K$<`)U@"8/@C(D"*9A$,H.BA(0")/Z)> M5`BPAPNS*`+**5W*M*G3IU"C2F4*XU,;`H625&C3(\O_'QP:VHQ)`>$/F@=_ M1EP,`&:$R06YSN59&:"-A#852!"Q"\*0BD]_"HQQ\B?`A3\R>BAX$:`&2QD+ M#'.J$@"KBQE1@C1;4,6N#88+=@008&+,BC(!.'P)\$+-A@!83(S^PZ'-$E$0 MZDBH\.=;(A!8Z.K#<,>&-!`,$4#"A8XA%FQ1_LK39%"",@2-8.<$+`&L,H$8/ M$G`2WAT/N'3!!`'P8$<$`>A0`DI6A"#3""5T45@&"`3@P1]_%;%"`#-D%04`=2P2P0GX>/($&+RSU=8(??S@Q1B2S\8.4?,;PY@P$L-?'' M"F"N,`:EG"00@`HIR*AF!V-HUT`K.XP!Q@HC)#`98(9`*,(?,!"1$`PFX%`( M`D,9*5,^O0@!6Q@!F/!'%Q@@\4`;?P@QA@6ATJCIO?CFJV]P#-!``P8WB3'/ M#,V@X/\``Z4UL\$?,V@'A0?GT.!#82M`,50+'XR!19='@NG!&`5`(ZL8-)3P MAP-$8/!#LG\@T`8`7HS1EPYI<&)$99Q`",?S#TT;Y89_W4$EK;>',;7'P0Q1IR8)'`$R<$4,(76;B@ M0!05U%'7KA[4X0EV5B)@VAP7].""9O;(`*:8"G'"1@!13"P'#6G@($84!J#[ M!14!M%"#,]/26VT`-=?QQA@AW)0`97>8F6`;K?V)012\,,!Z'BB>@1("'=!P MQ(QCC-CU[KQ[TTOOQ&410%FF!E!$!7G8<'D6IXY0AA@23##_@R-]'(&`$@$H M4-@;";211@2V1U"E/5P,'H`,[W#"IAB6%$:$#\(V<\9A.$B,P%><.H0!VG4 MH0CM*P0#["&<.DP@A-$PP`3L<`8G,X5.A! M'Z0Q@,$8`@A'J*54+G"'`X9H@O.F$"$UC`![!!!'H6H@Y>6`&T M.N@$.*S@`SIDP`R0D(3L28,R(,!!#7K0ERKPH!M6Z$OO[-"!/$:C`1.XX3?; M,=+>"2\`_OR#')@V!H4L80"F5.D3RL`$E4:@IH5@0@344(@;U+$&/+W&`6BP MRC^4@0\;E37!#4 M:B2`>-!@@A2DL5)"6*,`4QH`$<(@6*TQ``52\(DAOM`&,3!#"'_@`1$(YHM<`!12A*<+C@S3_>H"6:E#( MJ6X*P,2@T0`B8,<:)YK`$8'E"I$6(@X,J&RE2""##A!A#.WKP\*,,(8$4"`` M20`"$?_0$Q.(H`426,&?=O""?;8@`BOP0APLD`48T$`+UZ!0'DI#`U7YXB(Y M$*[]_F`?`#Q"!FR*00YF,(0*&"D:``C`":QY#X*%S`\O4&&%;@"'`AL"`,QP MPQA[`PIAM>`!E`G(&)#B!RYD60`1,"[P(!0GI8@B`$X6KIFA<88,&V`%E&)! M&;A9B"50Q*@0J":34<"!&Y3!`36`PP]^P(4W".&9.A`1%%9@@S]`P0IKZ(&Z M<"`"$Z#`#935,([Z]0+T!"!D,4F'WAAP_]`XX*`-8*I`FHQV@F*'@"$\"$$9 MPB,"(7AKK]:@4#I$$^MERD*X5H#`%PM1`RL`AX`E.]30+*"A M@K5RX@EX_!84$B`#,D&##6;23B%"$(75H84$&VB!'U)@@CO0P`M7<$`?!)"# M,;P!&?L,00^F`(6;)(H%P$7#$5&+9I-X(&T!0,.IG'PBDWQA"LP(-9]D?2," MM"4+V/."O]>HMUV)00X-F`&86A"%0OAAKB<3GQ+Z$("(FB#?F<2&M/]PW6=( M(@H+-T13"W&`"/\800,GP$(*Z,6"+$2!"!.H``VF,8$^6/@"]O###%SH4'MS MH@`AB*I:X!5C?U.*0L1S@@8>H(@Z'*"<.ZR2#J"!J$ZN<0FPJ]!:4=0&(K@! MJH8H`PT(@`$V%&*\??C3M1C2@ES(HI5:Z`#0'#`&53_`#1,H0!M8L`4W*(`A M1E"`".!@A%-=0`$E"$`()B"!#_P@`Z-AR4^.`(8)#""LA-+!#5Y^):8?9PX] M(&4AM.X#T>-``6-@``FT_P.N-&!UH>`&)C`!&$``&\``!K`&'#`"#J`&1Q`& M..`!(6,-5>(5"=!26(`%=A`$8^!PDC!W?U`'%W`B"=`!.D`"03`+%VC_`L@S M`/X4`CE@!P+0'%0P`'.0!*/W!T10`1"@&=JS>9PP`BM@"3@0!1;T#(61C"$PD`;41`'*P`6#D*H2!#$(`?F!G M"$^0+EDU,>'1`<2'%B>B!AW@!V)@0C&F!FVP`4`0A::R!G5``CUP`UG@!@,0 M`5+(,"W0`!0R3"[``0P0`F[P#.$!`2QA`A58"$?P`#]<@ M`&/P7LW!!VT0,Z!E"$C`!:Q!`NCQ`#%P#!]&_P/GD`$80`,YD#9M8&1+T`8H MX`5'$#)DQP-KX'8MT`9W<"H[D`,B0`3I\P?YHP"(X"$20`,H(`J?9',!X`)% MV!$P("QNH#F\`R$HT$&%(!N1EV5&P`5$D`.4,Q,!<"W"LT^0`4;P#4'D`R`Z>"!CAP!&/` M`2AQ`LEQ.Z*1AD6ZJ-HP38RJ*1"2.$&@`$$0(AMP:*/P`#00`Z?"@\W0`<(S M:%X0`,N890\@&V*0"V-@`T7$!!#0#!,0!-8H?%80(ETG"B#P<@2@(6NQ1A$C M&UD4/RGQ`%K0#,Z8!PQ``*@5`&P0`H)A>_O'H(\Z_ZW24`.YD0=*4"K46BG] M"2<,P`PN000P@!+VPQ#Y)P,!8&8_4W9TAPQ5L`O!`"8#)``PD$0,<`4I,`,^ MT`,R\`4T<"T>D`8L,`(H\%_@UP86"0`Z<`<.8`5[Y01BL`-&(`.J8@4\D`-& ML%>_>0$W!`.=UP1?M:W;*@!WD65I\%\BJR/(8C\7A3T!0`2@8@3G8`%F\``# MT`1H<`L7$(]EH``"P)@'T!6`&W2D`,S=`WT MD+)6*PT^\@!.L%("6P"S8U!'K2(+$1`!;"`` MV*.X?*M!\C>YECL<1H`5WYI%"R$PH;(#%8!F;Q"/PH.4"V`$(?([2(M"-S`% M""D''5`&M7FYM%N[^WE+I18*,U`(&3`#7E`'5H`!"_8'G@`J`N`AJ7L+$N`& M$D`\34`$R/D'12`##X`!.&J[V)N]&L8`9(`7;@04%V4-X=$'C1`)J4L%?C`" M=?`!;7``(T`#/U"7/!`#*3`&7H`?VIN_^FM(<@`"H19&9G4-V;<#$9`"NL8+ M.Y`F)[8">0!5Z.(#?M!^^SO!%+P[#,`#'@D4XV0-I`0C<@`(,@9KH`)RH`%N<`=CP#[5'-$X@CTH MX,<54%3;$`?AD1%IT0?:6@U6D,[30"ACD$D3\$@EH0%+10`ZD)\R]*H*80%1 M``4-D"1_D`+/L`.V\0`*L`21T0)8L`9,P`+.2`$2?=3'80(68!HZY`?:XP"" M)P8N8`51X`8A0`-B8"08S`D=`#LN@`!K8`M&Y00TT`=KY`(/L`!K8`(:H!U' M0`/&`@T1D`>Q0`49^DA0D#;VL/\&>$D-+U((*8"C`9`'\:D]YJ(`258(8_`! M='#,R8&R2!W9P4$`")`V,@(&"B`')V`!,#`#/3`';@#0HO$1O@@-7S`&^9B& MK_G$(J*J*$`"!$`&?Q5+T1`!#[`:;7`%)VT(/D`#1(`&C%0-[%H8BU48P^50 MKRK!#2`SG&`&;"#%DAW=4;$%]H`29C`#"D`A*1`%?+"GHO$%IR(&$$`&>_L' ME.$%Z#8$$#1_:6`N&D<`1+`&E5O;NZL9+P`!ZB0;?E#>T?#7A6&1[HK`&?4I MU^'[!R^G3CX0`"4N#6RB$!@@`:7B$PDX(EF69""``F?T`\.P`B70`#3UXWHN M#@QP`0G0/H2B/;O@!D>PP:?2%\$D#7-P!7R2GR>0D0/0!EA`*`\0!W5`DU;< M`Q`P0$75`"$@`A[E`"E02W&0'!?`WUPX7B'00?4#'CT@2"TP`PZ0!E*7#RUP M`A40!4D`Q6#`!CFXY\#.#3(`3*LT!U+0%TB0YAJ`6`NG`!H%_PTN`$P2P-&F ME@5^<`0>,NP2\`2&*0$UP`,2\`(>P`<2G`#`E`9[%0-?_@323LO3$.T2P`._ M<0!$<`3R4`?HZ@5(2[C2+@7L+NW>'NP"CRFQBPU4P#W!,07*5`B+-KL#__#> M]`:/"?$47_$6?_$8G_$:O_$$!,,`&GGPJ&+!LLT'ZOB\<<:`$,T`# M:[`"]&0!7I`#4M"[/3`#(7,&:4"/1("+;/<")Z`#39``/=#EO]_]44$'1O`; MA6`'T`U2(60)!E!HXZ\'R"P'<0"CWA__\C__]%__]G__^)__^K___`\(?X*# MA(6&AXB)BHN,C8Z/D)&2DY25EI>8F9J;G)V>GZ"AHJ.DI::GJ*FJJZRMKJ^P ML;*SM+6VM[C_N;J[O+V^O\#!PL/$Q<;'R,G*R\S-SL_0T=+3U-76U]C9VMO< MW=[?X.'BX^3EYN?HZ8EE6!'N[P:-3"<#JAUP2IH7%?F12TN.8E2HMXG)#S4U M!!FH\>7''S@1'M50\X<)DTD$C!1RD4"=1TX8QF#`$Z#/AP`(%$&9\&1,``63 MZ`P1Q`"'HSH3_@@)<"&3&Q)>`C2)=&2#(P$O#]"1>K(#=#Q#X,&3B1824((38`9 M+0`$V`'F@H\_!A:DJ,!VD`,N*01`V="#A@8Q`8B(35"!"Q8#"3(HD!#F3X4` M?E+DX%*O01@)'VS&!!=?7$`"$(3,,0`/$CSQAP(H!+"&%"RTH,(C#ZQ!W"`V MB-""&7\@@<$'4BSQ@Q,@_.'#!1?4T`0-?O0$P@"%#E(L0(4"000P`8V M">)"#Y[]800-5_P!`P=U-;``&"$(XL`.'Y@P!R%@H/1'CUFX((`/6]21PQ99 M=/%''0IDL0`3!@A1G`U9`$"#5@TDD,4!PO\-L(2=3RQQ0AM9./C;H'+1-<@% M;"201@\0#-)$&UXX84(`/;P1``9_6"""$V/P04@?$DC1Q@=5B)`"`-)I``(' M$@"00ALNM!%%"EW]$$8`D6J0EGUB+###'3=(X%4?`9A`2`%T23$&%D6,Q@$6 M2%7@B`-K]'B"(&J,L0,9TFJP`0!N-"&L`C#L@-0,?V!!!`D8I"6'&&R,QL4)Z?'1!@\.:##&!DX1^MM< MMV'1Q@)_0'$I;EK_23>"'#SX@8,;/#S@4J."$)$`"'[`@4,:F/X1@``-C`$' M!E$\MD(*-D"P-0)CB/7'&$+D$("96*2%0!O&YD:(!O7]<8<8#>#KPA]EF$!1 M(Q\`?0$1@I#EP14)3!#`'G&L`(+9"HS01CXK3""!9V&(X8/$"'1!PPA_2/"` M'`&080A97OP117$'I%5`&PYT$`8HQ$@<0"$7%!2Q?6EK,8!*\Q`0%`R?)"" MDXD%(,(?8O3T1VX'C!$&`0&@L38[#0)0@K@`#6*PDXA`P@5N0`.M)H8=B:'`"7/0 MPAB.0((;4`X)7!B#!#R@.<_0(0-H\!T"E!``"I2.!P8HBR$,P#`35&!?#TH+ M5";SAR60@3@"R$)"!G$K!2#@.G_`0`\$@8$79.%^.1`"#=8`AK\Y[PN[FAX! M=C`&`2A``5]86Y2\-P$"B&]\.R/-'TH0`!#]X01I@.+TLO"'^!U2?&D31`NP M((@ZK"$,#$!!!7`P`TPY8&LN"``'!%$"++3@`0T@BPG0-LJUC6`GE&1`%#(P MA3:DQ(-1DQX>T``%(IKP$5NP0@B$,(`H$*$!!O^`P`B,600("($-`5@`Y8`` M@Q<%H`";^X,'^E"``R*@>D:4P`L:$`#!&")V40#`('I$@`HZ"`IBN.)%ZO`! M0G@O)8/``.+"V(?)%$$`-^C""<9``JV)X8!X$$1N*AB$/_1M;1'AHP7^"$BW M)&`,4?J#`VA0@08XP`^%>5\&MC`I^8FO!V,`P`;:()P_A+($'GC.`20@`A-( M090*Z,&/,A``>O)`#609`-K(L`4&C*$`'1B##.9`EAP\`04YF)[:!"&#`*QF MAW_PY1\60`.8+,(`;9C-(0.@@@AXC.$ M^[1"`,0@A->](2%O\$(=`N"9([0!!CX(RTZB4(,28*!KQN+C!F@P@!15U"-Y ML!C0_A"#W/YE$/4250!.@+V71"!L;4C2("JF@37T(`+>2\,?T&`_-=2+"$$@ M2P!6D%L)&,`J.[B#CQ#P@PCUH`D=$$X??1+.=PJ`!GX`U)\E(4>]2,1/JC8 M$83D!A_!S$<[T*Y4.O#?"OK(`G(XR1V0TH8=6$:\/4A9`+)@@4OMKQ`66(,< M!M$5Q/4H`'!P'P%T2H0@_<&W8RC.17D".%T%(`UE.$D;VA`"DK"M!EWYRA&\ M_^2C.V#A!0`.&PI2F_K4J$ZUJE?-ZE:[^M6PCK6L9TWK6MOZUKC.M:YWS>M> M^_K7P`ZVL(=-[&(;^]C(3K:RE\WL9CO['`V(PQ4FXSXH0'D0.3C`AC$!!2DH M$A-GN(%R!S%G[VP[$3!@CG$BD0,(G'L03&:!G6D"@?\S/'O6`-`IC'K@AS'L M=A#("@!`,($4KV+B!R)P"4'D8($C;$%(8AA##SP0AT-\`3U<^,/<_/`".OQA M`BGP@Q_B6PC3^,@+3O:C'VCP-]"(\LTRHX$0[AWK/)!@`A!+P@3>$%)"\&`, M)K9$#$[@Y4M`83M-&`,-\F@"+A!!+2W0@1(B9/!!H&T%/Y@##-AFA3'P10-I MD&$`+D*(!0C%"&-X@W%HX(43M'*6(`C`"!C`H`:@C^PT;_4!;.*]"]7@(A$@ M`#XK`/0J.D$!%Y;#"`XP.!\0H#A_J,$50'`AP"U@L')0``&\;`0Y),``/RC! MNP_A@#`(1SIJR:]6')`!X73_(8X(">@JI@#2\@@A7B<((>U*L-5:#[2\Y`@C7PX0@(($$;4M:$JA;A$414`(*P M!'>@&X)P`QM""&AE`5Q@)8(0!V;``TSV!^F5458W!D3P`3U0%]1E&0[Q`-)B M'RB`%&H3!5DC?:[F/>K&!'4D`.N"`Q7`4B3`!@)08>C2`G\@`V/0`$20#P,0 M``!0!(NE`%'`!C=@!-<4`1(@`#W2`DCA!2^0`!N``F+%"!@@!E"$+W%!"%(0 M!=\6_PKYCWJ(P!M`$4',`'ML3Y9 MXP"584@%X$B'U!MCP$@'5`!F$P054"1;LHF2P``T`$$\`!X44$`Q`!,P`#1,`!=@`$$I`/ MI?@'`S`#:F`V1H`]#S`!),`!YO@'19`%UX8(#G`"%C`!$5!/4=0/"#`#&<`2 M&&!E@I`!:T`141`&1`&$X``)S!P<^@`=-`##10".#`'&]`; MDS(`-]`&*_"`'C`&51>1J#8`+S`&6N`^.)`R?L`'`.`#41`%`Q`"_85]2U!! MZU(?4N`&9F`%:#`98_``"B`&'M``$J,%,>`<$M`#*J!90U$',`,UB0`$*;,Y M?M`Z[H4K3\``W24!1``'6O8'7T#*!!B0!?HQ4V'0<)3$,"C@FCQP;0-``VG` M`6V0`2TQ`Q\@`7;&`QH@0BYP!B%``#2@3G2Y:@0P`AZ``>4V`AB0(D(@``L` M$QV``3(@''20G0O@<5N"`8DA"&&!`77!`"W`G1HE`Q?0`0Q@!3L@!8B%`=]V M"#E@!210!5)``A=2!Q^"`2IP!0.J!57@`95'"$6``1B0$C`@`!A@`%H6%0;A``!BWP?SY`H3E3G GRAPHIC 38 m62094tom6209426.gif GRAPHIC begin 644 m62094tom6209426.gif M1TE&.#EAK@&^`>8``,C'QX2"@@@%!J6CHJVJJ;6SLO+Q\;RZN:FFI>[M[./B MXIV:F9&-B_;V]5E55,'`P$U*2E514-73T45#0V5B875R<>?EX\[+R"TI*'YZ M>6UJ:5Y:6;BVM'AU='%M;#TZ.>KIZ(B%A)B6E:"=G+"MK&MH9[^]O$`]/"8B M(DA%1-_>W5!-3#8R,6!=7&AE9.;EY(V*B922D3DU-,3"P=C7U=#.S=K9V.SK MZH!]?#`M+!82$LK)R!P9&=[=W-'0T+JXM];5U.WLZ]S:V4D^3B MX(B8J+C(V.CY"1DI.4E9:7F)F:FYR=GI^@ MH:*CI*6FIZBII$*JIT07L$2MD"8!`1P-3J@D"K.A<.C4$)52`!HI"A("0**_ZAF#%1D4$8[V$$ MP%&A`4,0)ORQDR+-BS\C-?ZQ@D7A'Q49%089!(2.H`0Y#P`)DA-``QHF?OP` ML)-0@PUZ[C6XTD;%@2,/`-QIF/$(`@-``9#X\<`G$A,%D)09\(##`1&L_PKM M$,"GT)TE5*A@.?('05XJ!02]^$M%R9\1A*W\.;*@`2$E4810^?)7"H<.8'[J MW4&8"E]&>Z8(=E?`10A!-'!DZ-"&1(T-.`3Y8;#AWIT,@QXXV+VAQ90A#EP( M`B)FA`@'+<1\&>3B2H8,5P`0*@%'T!0(0`&&+SAPCV%O'&#("9XP<=6)B21`@-OI.$`"CH04$A*@I0@P`-_ M/,"$#"6TD`82,[C1P@1>_/$!'Q.\48(>"*"6`_\4@F"11PEIG+#!!%OH<$() M%+PAP1$"?%!"'F]P-\@(`HQ`B`I75(%!#B6\0<$?#?"11@DED(&%`3F@@.4; M&MRP10YZ6##!"F((T`(?#ABB1I8/"7*'&GRX)(E3L>5*, M`NBK10H"".)`"8)HP)?_`&YH\8<%:0B21A2"0,`#$'^D0>,?'MP0P+Q_F,$N M(02.\X>,'DB"7"'` ML@!#C4$Q,?R!P;TFJ/`'#TDK,?(@)>@`PB$3_S&```T^H(,@:\2VFR`@\'#& MS/$F*8$`%L@1+R$&)&$!!CG_$<('A&`PK0`7:,WNUG2?9+(@"LB!P!MNR"%( M%W#02(7B?VAQ=@5O_/O'!`!H^@<J>S+OQ`!_3YXKU6A[P_<&%Y`L#""-PPQ@`D(?\,)=#@S-Z0!0>,07I_ MB,,%O/`$0;`@9R\(PQ1L@`4=M*!LC3+?(!#`@@64@0$/0V""!J;YL4'(X$UI6(($0A"8$+!L`=]TE!JC0,H8+4$+*TH!7]KY!PPF M@1`P$L'4!I&')2`!"^\!@AT&\`$4+`P!H!,$#SQ0@AQ4@!!>F"3DB##&V@HB M"8&M0*8*0;+5,L`-3*K1VQK0`8E]E5A&G`!*55J()U!@`'G!0`RO>(5!1,&( M6V2C_P-V:@X;2&MR0)!%41N@@RG\:G*?^\,'U!P&G)AT@DX M<,,]`O`N(/3"L'9!@9$[\`9LB<&(V5*)^/XP@R%<69=-(`-]ZH""=XU6`0)X M`Q@`H-K"F4!(@FB#`&B;-#HG:7)UD,(#QL"R+GAW$`<@`RR^P+V99><&9A#` MS0RV$0'\S6?,`BVV_N"%,5"N!!,X"11F)`@1R&`0,Z"`"IJPA##L"AG']P`AS(H+DFO@D"%.L"'S1&Q(H!K2XI3<-I,/_0X";RK1`@<,.' M!($``6!+`RR+@DJV>($;Y*%]6KL7%*HU."$/2V="!#BP`!D0 M8`(N@`()@M20#.R(8$GH5P\$X`#_^=4@58ZY`0\BP``&3(`!2$C#"AA``0'( M3!#`S4,&:!-#.^RG"G)``1EHH*/&:X`,"?A`'AAPXBS(80UK*`@0;%(`=B MB(`7EI"`+L2!_0O@`3[``WS@.EN0!G%`(SKR`1_Q8S*``5W@!@\!)7I0!#V0 M!DFP`5Z0!F_`0533+CR`@>S7!&_00G]``RF2'3O@!1_0!6R@!`F0!&DP@VG0 M!>5C/AX@_P8?<"]/``%1``$AD`)D8`!-``5$P`51$`%M0`%1T(11H``!$`5# MX"@S)@93X(3#\@#0!0`("8-D!%Q`00QP``,48L2$&-"4!0`L$)SEA$V8``28!2#X`,^ ML`,XT0`[X`,O<0<*D$L*T#T```(2$$F-4(NOMGN#0`<^$!=_T/^-E&``W5,* M#:"-FK6.[-B.[OB.\!B/\CB/]%B/]GB/^)B/^KB/_-B/_OB/`!F0`CF0!%F0 M!GF0")F0"KF0#-F0#OF0$!F1$CF1%%F1%GF1&)F1&KF1'-F1'OF1(!F2(CF2 M)%F2)GF2*)F2*KF2+-F2+OF2,!F3,CF3-%F3-GF3.)F3.KF3/-F3/OF30!F4 M0CF41%F41GF42)F42KF43-F43OF44!F54CF55%F55GF56)F56KF57-F57OF5 M8!F68CF69%F69GF6:)F6:KF6;-F6;OF6)F7>KF7?-F7 M?OF7@!F8@CF8A%F8AGF8B)F8BKF8C-G_F([YF)`9F9(YF919F99YF9B9F9JY MF9S9F9[YF:`9FJ(YFJ19FJ9YFJB9FJJYFJS9FJ[YFK`9F[(YF[19F[9YF[B9 MF[JYF[S9F[[YF\`9G,(YG,19G,9YG,B9G,JYG,S9G,[YG-`9G=(YG=19G=9Y MG=B9G=JYG=S9G=[YG>`9GN(YGN19GN8)GN0XAH<``C"4"^QLU!K4"@R`#%BP`IW("<"4`]-BFO3`@=M9B%F4#CD$D*" MD@8"H`8^P0$8P`/]`A$K`"$0,*<\P$]-J@,X\`"1)@`14*)E\`%5-`A&\`9] M\`5Z,"-.\`%-V@XR8&F$(`%2\Z:3"@=BV`1Z,#L_M@%-N@%5M`0\L`(2$`5, M(`!)@'YW\`$ZH*:#``!JT*0+=0>S-8B&\`&X2IDRP@..46T"@`0P,*4#@P%- M>B\JD`/'^EX"\`0^,1NA4`_KS4("0"O$4MMUOIJD2<`P20Q`H!$)!`O_AHQ-#`" M2&!O@O`#!*LU`H!2?]`'>\9^@D`&D*IN)2`F38L`*""&AO``&O`&L:,`4F"" MAB`C1&N9(NNT?%,`UEH%BK<$;OH2$`!R]E+_MA=R47MF/#=K14U:#!8B`TUQ M08=J13)0KF.44B>@`.7J=`^@IC=@MX'U$X+0M/.J`Z]&`1`09QP2!4WZ!E&@ M`EN1M7*@`4,Z"(0,KJ$Q:`B7Z`3L@(W!PCNY``'8[`2T` MB_3CIF-K3]+[!QG0_Z0>X`:&@`=?$`!@6R:5";[`.@6Z]P>*]P=ZAF((<`.T MNF*-.PA!,TVZPP$[8?L`)ZD/\" M<;"M@K%]Q-*DGQ&Q6K"VY20'T5LCD6P#3#HO=B"S,4`&=&(A:?!$*J`Y*C!M MB.G`8_#)SS8(11R_23(#RPH"3=HO.";+D%LSO9<&Z!<$;DHUBB<`.3,!*+&UD#P(8."Q8Z@# M.C`0>D!O@IIN&Z!O`N"UA3FL&<`'`M!@3=![1%NO.B,`!``"X:H`!D`F[O$/ M`\`#+%``B7:S(Z4W([ MH`LTJ@M_`.;_Z0-W,`"L$"+X>IX`^0,\$*&>0`4?T,YRWH_(Q:*>H`(>`+)[ M/NB$7NB\F5""0!_OJ:($_0=24`4+&@D)``)ZW@E5``2Y!!`NE@`-(+>.4`4N MUD05&PEU(`&>'@E&VIH4H`,SF`,@<`!QD`8#50!I@`'8=%YCPNH"$`\R!3.PD&\`$<<@D% M,/_$DEEY."P(,S`!=P`";Q`;($!>A2"X`J`8EH#!`@L*=)8&V)-Q`X$$*=`X MDJ#3)><&`G"?C:`">=`X@HMVDT`@(6T)9&#&@VD$/P`%#S2?""`$&JI`%$`1Z`YH/(#(U;2-T`"3@`Q?V,')#`$\@,"4+`#-D M(GN&Z''"P210!0T`UA/%029`/Q]PQ\&D!#K``FNK-J!\`RE@!F0PV'(`4DDM M',>MI`$PJ?^"!#EP`B]G8U.JK&S@Z00@,@)0O&$`"`(E*P(\$CM>&C(.?QV% M,@),)D`"`A@>?YF:FYR=GI^@H:*CI*6FIZBIJJL-.GT6&`(6"@(:"1B<)9:: M`!"97)4">@J<#Y42G%$"'$L"_P42E4\!`KXC`EE_.0(X?UT"0LI-6`)O71`4 MFRA)380%C0(Z/=I8?WII/P4":4V;$E[!*QK\<2!@PY\O(_Y,DW$G39H_#;QX ML3&DTA\+E2PL$#"%RC5H%(ZD\5*'1AH!%_[H,JA!`!40A?XH2_(GB8`'G5@, M:2$`!9T_-TY:4-;BSPDF/I3M\.CE3ZP%3EVNFDJUJM6K6+-6G4,FAQ,WLIQ4 MG0X8/C[-/;(L:0JOY\^C3JS>O8L^)XP3^`!,PV^RNM+ZP'/FS9D.ERIK, M5= MET"1-,1R0`%'""E`#YO`$%,F;:##@`R/=2,`@)D(F(D<,D#_\8$`F.Q01FT> MX?)B!A*^)L`",)"&AP4QH!EN(CZ@CX/U$!.7"K&P21M^]^.:K8B4M M'.?"#GU(T,$;6FQR0Y$=`(``&?0P($``"M#QP0=A:A)N#`!PH*,%T^CPQ`D# MB%7K$P*X\0<5:>B!0)$;-'!%)!V0`83#G79RW%'*JN"?&W1`@@T+`K3PFP`D M:"(!'$EP@,04;XSZ!Q)FL)')'3R1_^'#24K(`?05?%1"P)$#`%`D&61,00`Y M710YV(L:9!"!`&HH<(`.&@`F[V]Z2$#:%9H8,)H-?]!AC0`1""'#&T]\0<5^ M3SC$`@LO.,+&##8%I",&?.NK^>:<9U5'%QA\,04&16&@AQD'=,+!!QA@(,.K M2_`!@1DR\*'")@/DT/KNKMMA`06M4]%(ZVJPC@$8?[B`P0)>R7R0L:C""&&604K0D. M\OZAPA6#\%\")C=8P0>60(82#`$!)4C@'Z2P@2[0HPX:*`$2.$"&*OR!"%GX MPAT26`)WS/^@!`Y(2",2&(($8B(3-L@`#D3P!SN4(`!A*,$/"!(,`:RF`"70 MX!_"$((V+&`$`_A"'>9`@`&PJG-(3*(2E\C$JLC!`35`1Q-1<0,V:$!!4T#. M%+?(Q2YZ\8M_2!8;I`A&4-P!!2A80`FZP)`RNO&-<(PC5@0'@]7(D1-(0``5 M1&""(][QCX`,I"`'2O*3H`RE*$=)RE*:\I2H3*4J5\G*5KKRE;",I2QG2]`82.,0`0F8%!-0@H>J)_T(.@IH*+:"@/)EX@AXRVH@TW(`3 M)F"781<*@!\L80EM:%V1:@B/2L"A=6W@``#L>!4A3$!XJ;@##F1PQ`BX@!,& M8,,)-Q&"LHP6GC[X`A=.XEHXL(`!T#T`%2Q0@P4P8`%/8,`&%E6)-W`A.55) M0`52P-E2.`A/F5!!#I;`"1W1%H4R*.EQS]D&![A%!@&8`613X0,1'"<).-AO M*B#@!IFF`@M)8*\F`M""@FE"`6G(WR:R0,;Y'I,&!.C"@62P@2@<0*58V4$) M>,`#&#CX%!00P!)`)6%B:F%,ES!"TS(@P8. MX$?S."$":7#`[?],480W:(">I_B"%^PWJS1X21,F8,)@-I&`#V!CQ\-400A0 M((`\=+!-`W@#$Y!'"@.DX0/,U`1;24&+&/S!"6&ZPQO,D-8#<3:C##G_]@#?3V1P`A MP`/1;=D`);`A`A7#2@)F<`017"$'3*#``7JJBC4(X*J<@$;+3W$',A(V*-`_!&F.00PB\X('0__^!:2\80A?><`+Y4EZ2#2"6 M!'`@@,Q9Y09]X$)@IY(```S`!3PX`1\ZX`2`9B59)""#"(/>\5,(4`AIR`&X MB$5[*6"`#U'001Q$0/OC1Q(>F;"2[U=Q!R[`(5VK``4#<`5QP`(.<`$7,';F M@1$G\!"_EP9VM@HSH`-.,`U@(`$IX`5P=3_Z\`81L&3V1TG"D'\/X02Q("Y- M$`$\H"-`$`$G(`I'P`81B`I-T#AP<$7EEQYR`!9*"`I0`&.D`IHI``!'!W9'!%:R(')"`#"I8)1544!Y`&ZI8*>O$" MPS(C@Z8"4P`)P*`!98@*J"'<"0`XJ8)6(`!3J`"#2!P`5`SI=``4Z`# M+;"&G'`'`%`"$?`!'5`&YJ8F#1``G\((?W`'"U`D;?`"*'`"188*7"!N1/`% M"N8$#I`'7D`&,6`":2*>Y@AF4". M(K0")G"(J4`"*)`&&H``>G4#1\`'.G`%NV8O!$`&*8`"0:4%N@`'3'!O`N#_ M!`5``P.P!5'``5M``5&P`%<7"EY06)H@!:1!#P;P!ICU!S[`!#'7!.!8!C"P M`B0P`VH@`"X`D#G@!0I``U[P!F@`#;1FCUY$!_``97H@"!Z``5J0`6D`&B%0 M8:*``%R0!W2H#UU``A9@`4$`9>8Q!S?0`'=``Q=P!#B0!D7B``R@`1-P$LPG M!F^!!0=0`C[@`R"`!)_U`P>0!!W0`%U`7IJ0`(\&!X22"7@0`FZ``8R@!&^P MA']P!#F0`R)0A*3Q!GF0DXB3`6_@!DLP#3BP`F+@!E,`.D8)1D*0`JVS`=X' M!5W@!GJ@`B3``ACP@QJ`):;P`RF6!V0@><&0!BC`_SNMDT`;$%$1T`(E$$,< M1`''*083`P%.!P$MH`;*PP;$AP$ID`*KQ0-/H`06R0,(T`%IP`*S,0,RD`,/ M]0=F``=_0`,1``(`0`28,S4#<`#RE@"`Q0DDH`-8H@-6D`9AD`D6$(Y)```R MD`3&D`5T,`T!F@4\X`LT)P$?0`-QX`@U@4A$``5T`91D*)40`!E8`/4!`)T M8`(GP`,:<"X%`#0\L!]%P@,/8`!J@`+LY3)I0`8@0`90\0)=,0,&4``=`(Q0 MACG0#NV4&)8!>FW,!&J`#3("029`!><`#2C`'!E`) M'I``)?`&[&4`+I"0(S`Q=D`#(#(''#`%1>8&A!(#,X)I%%`$.E`!4^`!>O`& M)2`%`U`!1'`#.K`?!_`&R*`"-N$`9J`#'\`#HW(2@:D#Q!>$&]`!&E`!%.`! M)5`!&4`"UU64B/I&/A``2C`&8V`373``#Q``ZAH`9Q``;<"N[GH&(;`$8["N M8_"N[;JN^JJO]1H#"["O[JJO?5!#>[`$)9`$/30&*58+`YL&`3"PP6`3+J`- ME9#_!=6CH_L:"^\Z#4D0`U-P!4EP."N0`S;Q!NJJDV)P$F[PL$D0``ZP`GD0 M#*NE`5F9`P$``84@`!1;,G!``1IP'`Z@KQ#0FPX;`%?@`A.0!!_0-1,`!W#P MC3D`!\H*!TY&+"3VC3Q0M1.0!\>1M*SUM<0"MF([ME_KM&1[MFC+6@5%3`C` M!VS0$UP0MW([MW1;MR50MW7;='B[MWRK#7([)6DP`4'&MQ#@71!`&A/`!110 M`GKK`1[@`DY7"4PP`([;`24`&%]``B;P!6XX`"0``$L```0P!15``B$``*@+ M`)^;NJS;NJZ;N@3PNK([N[1;N[9[N[B;N[J[NRE"3$K`_P)>,`1?%`,):3$Z M^0!+H(">8`U\)@I0,'V:\`$_^*VL!`0?P`(PP`]=9`#:Y@)Q5@98B6V@8`+0 M"J:F\"O02[VH9'-D8(Y>Y`,L,`;)R!/C)`IR$`7#LE25108K0'7JBTH),`8. M^T?C(`#T(`H]0*T9\#KO<,"H<(@B1<*AM`91D`9B(&]_=#8"8`;: MZPE-H`$ND"[XJ0:I&`H\L',T'$H-(,",^$-`<1``?@]4<)0`9%D@;OM?\)5J`'(TP+<:`*=``']>O%G30'VN:M^I)8 M<3$'B;6!HY`!.@"K3[P)6D`%RBH!#L9\.J8),'!FH.`?<4?'G"15=I@>)A"$ MJ[<)3V`&I8%CE6#$I'``3/`G`E!>2!`'-:0&=/<&+K4))[&VG3`#:8!;DLQ) MR8(FZ]$21`,*>4`:C$((E4`&A^H)M4,R5*8)-,#)K.4%?9`$.7@2S=L)-R`# M9@`"("!?=_``D5QI:/``@V8"'``"1^"N*%S+&":W_0!!2+AIG``7^71?``"0+@ M!0V0U8EM"25P$G2]`#FI+#04`D_P!BR7!94P`2!P$EY0;Y7P6VDM1R&``>Z; M)J'X`[1"`43`R7H0`XZ=`0^=!@C`?,1"!0@0U2%@`4,#E?HP_P"&O2T*@#29 MO0D8H`-5=0Q`5PDK)P!P,"QIT%.Z3$.,0$-RX!$K/`#;%0P3D``GL50]XHRA M_49:HP8_G!Z@L=4J1D/JFI-IH`7'X8"._0Q),`!0. MP`)9=\&:X`@=>1)H*-<7W%U#4T-:50F#04,GX^`DD)6'0Q\[6!#7<=+A_490 M,"CK$00PL`&5HAQXD`H=_$(H+0$-9@`5L8`:CDO_BEO(0-&0F\]U#7K`!"Q`&^E!#";`! M<"!?)IX!*Q(,),!=!^`$74,TG+TKA/,#I)$&M((E$%X1`N``1-T!\Z$&WTUV ME:`=6%Y&$#"]YNW+&,!<`!`"93T?#_'>0742G8*SC0X18ML%"YX'*U=8K_:U M:C`'!5Q#-'$2;P`"1`T0JF(1-&0`S4`X;0"VA*Y^M`+>E^Y%&*#$ZD$KP9`! M='`#W!4,R?'>/Q'?-,37M%U#<"`%$7<,;^`"G$<#*ZVS<5'=-;0!"14+?-8# M,C(6UDP(@W$`/2L'4O`<=H`%`SL`!4`&?7``6<`'2W4'+"`#?)?L7801%*P> M(D`!>0`!(J#_PVMPLQ"@!N#U!"V`UG^P`!N`:UO0`E_@/@W@@A#P!3$+V];= M?!&@PX+U`6X``^E[9TM0WILP`CS0B0@?21@1\V6T!!`@4R8@`&+0Y97``VCL M"3N`.*J0!L.5\Y-D`4E`RV]4`!#P63;`]`U`]*C!9C;C`/YK"@V0`Q.0C$XO M27@0]7&D`#G@3B#@!A-`=710``B0WR/,"2.0!`^,"G+.]64_21N``>*K1#_A M&)I@!UR`$PD0`3K0NYF``Q@P!%UI`?M%`'A1"G*/)_FP`""``,$`&_`]YHSC`R@O4;@`1L0`Q2P97.P`-C0``,SPW]@!7"0`Q"P_SLR$`5S M8`5JT/2B$`M8:`800`?&H`-^'`H?H`-2+_IQ5`=P8)*:,Q?YL^V5(%,2L'-0 M"7@010;3'@P!P`2@K0D:R@DX&P51<-5V8"AS(`0`]?YWH`(2`%"54`&!#_UE M1'.F#PA_@H.$A8:'B(=R:0(;='1N`GD:`BQS?R$N7)0:#0`.!X,.)`Z2#`PL M`@(I*TIQ+0T::4E+?P8A:6D?"']7`DM='0)I.<-&"L4"+7\>`G"J`@1LT#F) MUM?8V=K;W-W>W^#AXN/DY8=F$>;C&`)O'$ZJ)14"U?/0+@=OT.E*(7^E2011 M&+8!F@X7T`04*)%0``!V`KPTA/.'1\(E#/\3RF"D"H.ZCR!#BAQ)LJ3);CN\ MG`!S\EH,50,6J#I0"H[,A!'FZ8#PC`(9`S<^M"M!1E^?C!"Z".!A`B$%",.F M7(F`A)T#83IF[!&@@X$`&39".)/)XX8O`6(%7/'1LJW;MW#CRNUV0(>,&G,% M)6`4I92>!EOAE%)EQD$`,FHE\%'E0M!@:&_`,'3SY\O2#BN^4E*59$,"=E\" M"/!88%B2=A@B"1`C`,6<#,-NZ&N/VJE./-OP)S!4`7I> M_*$!$5H:(HY5Z=!38L@ORP@1()A`Q1)\_B&'$U0X\0`%*6RPA1PW:&$(#4(0 M0D.W@LPAP26"&&'LO?CF>]\<%V2!@FDS`*&<2"_@H`\*;0RI[$,-^QP(DU8 MJ@H3$SCP@#H[R#";!`]W[/''"\\0@Z+I.5#"%!D,4`2&AC0`A0I&7!!&#":4 M`)4,%!!`!\@\]^RSG$#4L(0&#LB``APZ>`''TGDL#0<+%500@1DL;'"%`PM( MP/+/7'?M=7X@""'!$"8@8/;99V,AP=I;?^WVVW#'+??<=-=M]]UXYZWWWGSW M[???@'_-00>+P*3 M%R)`%'_8D`8+GJ>N.FY$A(%%X7^8,(,46,!;@`8XA$Z(#EP(HD,:@@R!M2`@ MA$`$%G4<,,3JS#=?C@0ZA'%%-3BD(0,$*+R9@8A"44Z(A7_<\<8'?T2Q@@@Z M9'`$&T\+8$$$`3DO__S;(`#''0^\(8$1,O2A`@$":`+T@/`'`7EO$#K`0`"Z MD(09_.$#2GA`!/37@33T8`9RL`%+Z,?!#AY""B7(@0[X-`'2`4``#X@!1?X` MN@,*`GR#P`(/IO"$&B8@`,#SH`YWF*DT+"%_3?A#"?]PP@>40`>7:*'H>A?# MK`BB"G((``]X2,4..L#_(^@)Q00Z0$04CD``RU/B]R9`B#OH@'P-8$$5`L"$ M00#@"%6,H^J\DH*BG``!;#C!#G+W!15T82?@R8'"#`"Z-RQ!78(0!A/2(`(` MK(@7?TA!'N1(2^O)NKA1)XSZ"(3LDX`$`,$-LI$`A;DR MF'_0PAU4T(0Y;&T-X6/9#=:`R#\LTYM-@%8"A+#,9"93"%)8FPHDD,ZU24`( M[^+3#=#I3B!`\0\@>,':[-`$(]A`!7.H`@VTA@0)O$`+ZUS;'Y"0`'=*P`9K M_Y.""J:Y'`E4P:$6'2A&@[A+-+QA(PO*!0O2D(=%FG21:4`!$U#P@3(#3GO)@IPN2 MJ0YTT-.<6O6J6,VJ5K?*$:[F8AA?#:M55<%5L,X4K,Y):T/6RM8Q->2K:B5K M7-WJUK8.@ZUX%0`$>-F$!_CUKX`%+``"*ZX'@,&O._"KN,1U6`DX`0`[&*P3 MMF"%OQ;6KP!P0L"LD-B_;L&O8)``9K?P63!4U@HS6-P#G/#8!]0``$1XP`XD ML`,?U&`+M'TM&!);!!MLH0H6Z$%P)6`!&U@`"%*P`/\4+,#ZV,VN=K>[W6/^\KO@#:]XQTO>\IKWO.A-KWK7R][VNO>]\(VO?.=+ MW_K:][[XS:]^]\O?_OKWOP`.L(`'3.`"&_C`"$ZP@A?,X`8[^,$0CK"$)TSA M"EOXPAC.L(8WS.$.>_C#(`ZQB$=,XA*;^,0H3K&*5\SB%KOXQ3".L8QG3.,: MV_C&.,ZQCG?,XQ[[^,=`#K*%00!-7T'G+=]T%[T&(00YF&280KY7%`,-*9#"'62H`D$0YQL9\*Z>X2*'":2!4H-H@`4:D`9AT:&X M&#!T$&0M"%DKC`Y&L(!W[\#<2]Q!U=8PP1,$P6<+_`$.5'@A`GP0P"GI@*." MH$^T_T"?+\2+N4Y&PAP4AH1N"E$,WDT!`.CP`RN%[PX-^"9S59T`"RP3#QS` M0!%6'1<.B*$9T)2%F;`\ARND@0UO*`$(*N"&@8#``A_0::G#X(643LD,C/"T MI+I!A30$WI`$.$CB"*KS@9WZWA0(+4($` MEBT(%Q`'#&CIQ0H`I8,2V(`U#A"##7@P@P:0`0-W^(`%JO"&/_"!`+W@A0LT MT`TO4!DV(`5Q1[LG<2`;`'%>`!#,$+0(!"O7<&6.`^PL=EB\>9`&Q"$!I7`"-N`-3;`">/<'#Z`#92`((J<$A7=RW)9RJ013`_4! M7T`!*-!K>9`!':`$A5`+?U`%8F%+W_`"T@2K8=M M>8`C+R``PI(&9U`:O6(!P[>!+B<``W`)&C``1]`$`Z$"(]`$5*`#]M$`598( M52`#E$,'GL8#RR8'`D`"-)`&)T@":8!M-;AM>+!2-'`%9!0%4Y1(;J`'228( M$[`%@\`"RY"$#K"$)>`%RT0$%2#_=:$@!U_P`@E8A2:A`>)7&6G`>V9`=0!T M!37@!6]0!D?``R=`!$>$2D6U`A5P`EB@!O\D`#3@``@P!V+`915@'MB0`&RP M`AW@`2>P5Q3P`4]8>QO`!0U`+H4@!1:R-O.`93F``DN@!S)G+PJ``:M(B1/@ M!'?@!#P09EZA!".P`FH@"``$!RU@!D]@?#JP`2M@>A7``QU@`J@X$@R``7H0 M9G]``'J``1AP`2"0`AC`!SG0!0?0`SG@!BO``@[``&:``912!`_Y`5J0;V:@ M!A3P!RZ@!SF@!SW0"WN%#0@`D38I!2ZW`6KP`4>F!6*@!AM@B#4@`V0@`Q"Y M`5C@9`^`_P%DL`0H``.#0`%$2`A70`$R8)2U\@YX62"X`-]T);[Q0!UYFEXF5\'P`>0U)>" M.9B$:6--<'F%:5Y5$`$?T`<1<'B(H`>8YBW8(`I\@=TT`$?H`93F9A_LZ3<)\`:5EP"8<@U0(`#(A@C:-@AP4&EW MD`/1E@2D\P7@Q"@2$(/R_0$K4B)$,!G#.D`/?B@?:,`4V`1Y%.A M%TJ&6\2AXBF`-C,"`+J;+J<&+L`#,G!T#"I$*ZH[#D`9,+HWO#<'/R(`0``& M.G"C@3J,":9![7?0` M)6>E'#-$).!N+,"6(U!Y(PJD<,`+<[`"7.8%8/D';Q`#+Z`#'TH#7F`?;)HW M<,!W!51W)<<'#]`;E,,"?-=N(E`"L,'_!!J``CB)>`)P<@X0`7(@!R?P&VT0 M$#^0!-BD!)XW`&8`98]*-VH0!5Z0.=U"`M-!`A_``0-`,0AP!_8H!'?``$D# M`(:``5GP`?[P!PU0`DF0!`Q)!ZZ0!S$I"`&0!&0`(+<:KN(ZKN1:KN9ZKN@* M.`WP`G+Y#4)@9B$Q:=A`!P`0!-;0!/::KH-0%U/5KSK`=7(!!6J0/7G`D.,P M`8Z*#4'@`#R@`_(J"#@!NVP@G]P`KV!([+P M!BE@J^5*!3@@!TIT!N%)#BI`&]JP`XG(3L% MT`!+H%,N``)6\`$8D`,M=PCH89Y,)@`=\`,MX`!7``"4``.T`5OH@%OD`9=4&J#@`%^:PAF M$)B!6P@MH+KZ&I:Z,R5PL`,TH`8M``*Y0P$94`!]4`%2H"!+4`9FD/\'"_`% M/&`%((`"%3!1,A`"$@!X%V,(S9!+$5$&'Z`#(N`!;R`$*H`"&B`$/I`&3O"Y M-``%.0`'..`!6Y`#6$8#/#`$"N`";C")A!`%-I`#S-@'1["F13@$,/!1WV0` M.C"VAK`%'Q!,VQMK;J"VWPN^![0!.>L5L24`'+,&#B$(G?@'$+"2%\@+&.!M M,Y`&<'FFA\`0!.QYIVH+5?H'&.`/=^`/;8"@S:LPAO$'&;!"0@"DA1`%4A`# M^F,`?=``+#P(0_`&I??'8!!,B!1_P' M@*?$_-?$7,QE.$0O(70(,M&V2"``?.<`#C#_)6EPH1CPH8RL>('V#X;V!VJ` M92NP0O3AO6ML`7>``A'@`7\RQX-P`IF)`9)*"'AP!:+;VO6+4`%T0 M'W]`!661R.H-0&B_H`&-W@:#, M=P7PI@!0RB9SRU@F&M!"'UN[QBR!0P%Q!Q/@H']0!QB`%R9@!V^0F8)0!U=@ MS2"JE53Q)09.CZ!`(@M']PIP.`!$1S'FDK"!B``D4``#E0"RKD@(R4`5,0`)D@'=@$`=DP,EO0+7IJA43T`(7^@=S$`7F>P5@T`1[ M,`%?L$P7H,T;@`-T<`1]X``#D`43L`?)/`$A(`AM@1D`%#L@,30"M+IBHE0`$;4`(B\`(1T`(Q ML#,>X`(04`(KL`%T*_4M(@`(\'-Z\U`!2:-[JO=[LW=[N_=[P'?_? M\CW?]%W?]GW?^)W?^KW?_-W?_OW?`%X.#;!]<]$`RZ,.`1QD(C`!5E`#6VVG`# M!+#<":`#/XX-J29C.)`J$K";!IL(/,"L)Q0.$2P(WK$-0!#-(0$'I\P-ZD@( ML`8.A!=$`&2XX.#FVF`"L%=C1/`+A%``*V`&)Q#_"H/0!+U!`1S`$`10E/9Z M`QI`-4NP9',@`GI`!F)@!R8@$2G@`2_E`%+P``%I!C,P`Q&@!D^0`Q!@!/C) M!3_@`?%C!61P!7H@`G4P`Q.@`5]PD6$>T%^P`GS0`C?0!`AAM@:``VR9#3\@ M>OV'=T'P!09Z>B=`!F;@:6O0D3RPFH+P$I[FT!D0`RD``UPY!UZ7`Q10!T'` M!_8X!2#@`1_0+G+`!P[`!11X`"?PC$2P`V+`!6'``ND`/3J0`ET-8R2:`"AP M!@!``3RP.7?@`GG``0D@`IK,`( M43@"0-#>4"@)4`#!RX)J3P"3J0)\0@]4@P$^(`0````G2'@ED/[!5P!I8P!U6PBV;HX%;``(,A@3'T(!3']_$`%_#A@6B9&2DY25 MEI>8F9J;G)V>GZ"AHJ,6`E218B=RB7`KD@$\0']<`HDZ#D@\1PFKDTI>"W"G M`6F)'1!_6!-T#7.))7")$U&SM7\CM0@Z#8F.?Q,.B0(`DA@PB0P"$G\"):)' M;QID:Y$/.G11+)-I+\Z)/`($O/D31<"`27`0_*%S@E$D.A0$>"'Q)P0<"0`$ M!/FC(,T#&!#JW(D48$*B18T>C5K)LJ7+ES!CRIQ4ZM0S`4)8/7G%`L2?B+8H MW'&3)5&!(Y$&)+%1\P^Q1!J0'6$R(]$&#M"D4>.2)!'_K3\$!!3HA@R<.'*1 M]+1PMH#'#7;N0LD1\P:#I`=I%(P1,.1/G2_L=OY!`$3%VW4%ETBZ\T;AGQ4G MG)69\N2%$T%.+V8T\4>%1R4ZB$!5$4"?(D:.(,UN@0@($0G,FPI: M#KRI(JD-DR\#<`AH(.>-F#\;TGA@0,9))"HZ&$P1P(=$"`%1B+1`$>!%'AX= M/,BH4D+'*C4>D,\&T$6`EBI>,(`HD./@A!5RD`A8("D,DR551!".%@*T,%(( M77RRA``$2$)`&BJ\P,0;;6S@S@1I.$`!"R-)TH%!DAB1QA?.8//!%#(`P$4( M6K2AAU,Z['`'"EXL(8(`62"`_X$.%;A00@-9\-``$F:XTP(/&:`%VY),-NDD M;"2D@($92D2R1`XI?'#0)#*048`@&82``0LD$"%E#DA%0@09&$05@11`8.#` M'2;(><<,;)X`!`)JL.#"%!C(,$(".;A010X8`";%"2>P0%L8+.00@B,YE"%) M!3*QO"'!AAD.5:C+?P!@AD81,""L@6@7=Y"`90FEL;"$ M!1^$\^2XY)9K[KGHIJONNNRVZ^Z[\,8K[[STUFOOO?CFJ^^^_/;K[[\`!RSP MP`07;/_PP0@GK/#"##?L\,,01RSQQ!17;/'%&&>L\<8<=^SQQR"'+/+())=L M\LDHIZSRRBRW[/++,,%A`!#>+7=(`&&0G)!%H'@*X0,D2<)P0 MDQ+6R-2``^+:\4,A*10TN,Y0\M""%N2@06OHPQYD0($ZS*`%%UG`!U$X`$$^&$YKH".-Z@`+QL@0`I\0!(=5L(';Y`F M""#P@S]8P`D:4$,:^+@`%PA`!RY8QR1`<`(ES@$&`M@"%=*`@@5PX`L9T(,, M8D`&.-S!`E[@@!-.T`8M3)*244O$!=S0@!OHP!5E#$(<%)``'B0(`E5:P0KF M`(%P@($'7RA`'M)0@NE<(0'P2P09+O"'$^0!`!`0P!2XD(`H&&L3%5!"$**H M3`'<\`@"4/]#![Q@!DJDP`L\O,XZ#A`0FG8S$QW(G@10,"(2"L`-+CB!)?]0 M`PJD(4&2:((&*$/ MQ?V#%P)BF@3HP0DW<('R!,"%X#[AAP#X`-;(X)A$>$``<("`#'201Q`H@0DXE$%T(1>G6`)6;.` M:KJAACR6@'PE(8GDU*9H^2G`!0Q8@1?BL(2,("- MCD`&VK3*#69XRP#(@((FMX%L8("#&!#@_S@J?XP.L@D!V6J0AAQHN`-_*`$& M&J"`Q'6@!<@F@Q<"0($2O&`"<'`"&&30AF_(H`=&2,(4_F!@)>9@VE>8`!(Z M@`$>.J77G+"`G!(QAR%4*#7#6!W>I-F M`3Z@(`GO+($"`M`&(8CA.(GH"-$4T(`$.;`@`X$$6 M&A!``&*0!"\,X&K17S2]OR9\[2EA`A,0S,'0L(3.L48*;QBWB-ZIAAAH]P<= MZ$7WY[\R#V#@+70X0A2P('KZ^Y]E+R``6O9_!"@SX5&`"/@R'.`"UY6`#F@R M35!H#SB!%%B!%GB!&)B!&KB!'-B!'OB!(!B"(CB")%B")GB"*)B"*K@<@BS8 ;@B[X@C`8@S(X@S18@S9X@SB8@SJX@ZL1"``[ ` end GRAPHIC 39 m62094tom6209427.gif GRAPHIC begin 644 m62094tom6209427.gif M1TE&.#EAC@&K`>8``(2"@LC'Q[6SLO+Q\0@&!ZRJJ;V[NJ6BHJFFI4Q*2N+A MX.[M[,'`P)"-C)V:F65B8M73T45#0_;V]7UZ>2TI*75R<6UJ:5U:6>7DXU51 M45E55%%-3#8R,LW*R(B%A,"^O.KIZ+BVM7AU=#TZ.=_>W:"=G(V*B>?EXTE% M1&AE9)F6E&!=7'!M;-#.S6MH9T`]/+"MK-+1T"8B(L/"PM;5U-[=W-K9V#@U M-,O)R#`M+-S:V8!]?!42$AT:&M;4TK.PK]C7U>SKZI62D='0SJ.@G^CFY>SK MZ4DR`= M'7-P;\[,R\K(QIN8EWMX=ZNGIHJ(B,;$PEM85_3T\V-@7I*0CT-`/TQ(1I>5 ME8N'AE-/3XZ,BP\,##LX-_'P[\C%PC,P+X^+B2,@'RPH)RHG)TE'1Q(/$!L8 M&/O[^_GX^/KZ^?CX]_W]_?/S\AL7%_KY^6AG9^_O[UI75____R'Y!``````` M+`````".`:L!``?_@'^"@X2%AH>(B8J+C(V.CY"1DI.4E9:7F)F:FYR=GI^@ MH:*CI*6FIZBIJJNLK:ZOL+&RL[2UMK>XG6IUH71K`A**"R$=EC0(-(0T5Q#- M.JE`61^'>2$(!A+3CB!*5G]J5%V--7>YDA`(:W57@AT(L0@P!0A#0>:4?EFA M6F@4)XE?V!"84`E##P)$"#F`0T#,#3DYQ)G*08"*H0)+QKC0L"3'HRP\]/R9 M06!%HPM"[CURD6Q1"0D(`3:B7/A;I,?%)0)G"G$A M8$\!FAZ/AHA(=`''(CI,+!(*0:#`H",4($T0B0=(N3\[DAXRP&/#K29:_R!! M(?!$$(PJ@I(,N;1@1"8*&@2-07.$IR,`7@AH$[0@CP0("[X]`3&(3HTF>035 M<7R"LB`[39H\8.,YB0U[@O+4**(G+B$\)!@HX&4Y3Y(89_\LP!*$`!FE!*`( M$BAED((`(/#\H?.DA8(:"EZ(*/+'#@T&PA<$#%#38`]X, MP10"F"`N$+!3$%,X,5X1##BQ0')_@#!#"S;6$D0<"Z#!@G)_E#$"`!;T\$(` M&LAP@Q&Z60`&C#J4X$496N1P`R]J>(!"`F[X@X<*%V0P0@M_%/%`"AJ@810A M68R0``4EJ+&"&PVDT8,+RDV1008;$*`/(4M56`0:>%57Q@HOW"#`'U&,X44: M$XB`Q@@BT+$#"BAP\$,);Z!Q00%U7)``!S<4YT0$UZ*AE2`_(%6(#D"`L<0$ M/)Q1PP;7EE$''2*@L`$<(IG`Q@-0:$#`"QX8HL`8,:#AS2!1C'#!""EDT`83 M?(S@1AX[;"#&"\GXD,;_!ASL4,,*/>R0AAQ>'#%"#RDH%X(7&]PY1`IN_)`# M&AG\80$:;+#P2!!HR)'D'P;\H<0%8?WAA`83B)$`"UUX444;.P1UM_`1!`P3\\T9*-%0$'!4>4,"! M9S"((<@(;TC0@Q)_D$%0`@#\0>,'=V@0&`!+5"@$X#B+H$`.)?BL^R!+,7!( M_Q8$F%$!`B@P@T172L!QQQT7B(1##H']04`#AU2`Q!\/H)$E#@2HD`B`\H<; MS($(#\@""TAP!9`9@0<](P(!/%```B0`""9H"`C*4#LC<.!75""```10$B`` M@"9%B<01F$``'E3`.PIX0$SH8(;`D(`'5%C`#@B0`@6L`$<3B,`?2("&=U`@ M!8(P@4C^```T&`D-*"A#&3:`!`@,05R$\!T1P,"#![`-+P$@`*8B$)<.$$`) MQCL"!*+P/5K,$(*'`!!RQ1`F[X MUA_"=P@&$"``?W#F#2B0`PHX0`-T-.8?^EB_^QVB"@8(P!$(T+UH$@!07'#B M'Q*`Q'7"(0?5!`-)1O`"#E#`!$8@@/AH)#X#U"X+\4A)+O1Q)X3_R$$A(Z`#.6A%D0#(P!V^((@M#$6/"_T##-Z` M@!5P\J3.J]T#>"D(`J3$E$/P`1LX,(@$>)$00?```7IP@'7F$0EL@,$*8M9$ M:#:.$"Y8(E:4&:Z!%<*9%?(H(?)``3J*0"3T5A$$%,3GI"[- MX*(QP4,%_**#.?S*H_9@RQ^D0*`G+,&(+Q"$-IFH3C0XX([,/<3:!@$%H5;0 M*M/UF1Y`(-Q``-9VA`B2,` M`#`XP`E5>($2HH"&#=A[$!!PPP:4T(PRC"$(7"F,@TM2`3$8H`1H0,(/7B"' M$)!`!FZ!Z0H\T",B!$UU!-!`$VQ``!8T@`H(D$`>7I!2/7.`!1O801YFPH(= MB,$)XWPT`!^=T"-0("0`(8_;H$%?T1`'C3@!B:L8`$IH*80F,:!*`PA`145@PQB&X4JH.$& ML0Z`0#;`@SAXA;7$?\$.*)"!,?PQ"Y\3`P2R0`$>@,$-&MB+(-KP`@J@`'D@ MF*88NC!^-R2@"2!``6SP`F)@;T2P=GF``A3P`!-``5%00#GP*P_@1RM0#@A@ M3RN0`V:P&(+@`Z-"35:0!SH0`=0D#E(0!T@U#7D@%"-@`2-0`!5`3;_"!VXP M%>#B1X`C_PCV!!@@L`1'I0<7``:RMS]_D`739`'EH`!^0`%BX``8,$P1\`&? M\P)90%#J1P-[@U]*4'\H<`#3]`(ZT``Y(#R.H`-QD`!B('OB$'OV)S-5X$<] M(`-K8$\H47\`P'XW4`)C\`(0\`/DUP1WD`&`@0014`$1T"N/]@<3P`8YH%1C M.%!D!2XW$`$(P"[(=U341`(@T'L:=P]9\@AV0"=GD1N#T"1W\(EW8`2Y40?4 MD3:$4'N,0`?>H6N0`(N#T":&,0BVR`@"0%=&LD2Y""&'$!T?)P$>,"NT(`$W M@"F"D`&CE8O0&(VU``!ZX`%-<``;H!;2:`AZM@*9P05F@(NRT/\!,$,$`,`" M&B".V[B.[&@*`\`">W)F7>KF7?-F7 M?OF7@!F8@CF8A%F8AGF8B)F8BKF8C-G_F([YF)`9F9(YF919F99YF9B9F9JY MF9S9F9[YF:`9FEOY>J)9FJ9YFJB9FJJYFJS9FJ[YFK`9F[(YF[19F[9YF[B9 MF[JYF[S9F[[YF\`9G,(YG,19G,9YG,B9G,JYG,S9G,[YG-`9G=(YG=3IE$I6 MG=B9G=JYG=S9G=[YG>`9GN(YGN19GF;IBF2I`!&P!%6@`5"0`05L4`5LL`)\\'U@>0=60``6T&)3$`?J-`AP$#.$ MH`($0`!8\`==$'?;I8!_T`%R\"EQL$0(-P=-P@`O,&B=5@7/]049`%QZ0`"` M@P$V)CY<00`4D0L1$!+`$1?`% M5U``%U`(6$!1DY07.2`^IQI;(;``9K!/(]"H%\`+"1``0R-K58"M4F`23F"L MR$-4WL2PC0I'](8&ZJBL\@,!;9!6\6H13;"O?1.K/Q%--M``S?,"C_4'23`& MA'!"P"@(B3$"$?4'ZRH(2T$`>]&T?S``^SHV?^"N9Z4'+,0#[\``O'1%"<"/ M#U!*7WE#!/!7XZHA=H`"^PJX?Q"Q_X!P/##_`2=0!P]X0FA@`35PN(+@M48P M!5R@;X4`?4N@(W]0`D!UJEYD!C;``!$V.]!'`(55LQ(0&4UPJQL+*&&$!C_; MJ'GT'5:#JJ:$!OI!"$C+/R$``>D%:=$J",HZ!W6$K=."`5;AKE4@`JOTC']@ M;%][`C"1<(10MLO4J&E;O'\0LW/PJ+$2MPB0LWH0`W8[1(TZ`B4@((/SE8%* M``^("#3`!A9``')`"(@+J7+0J')0!H(``?MJK```JR?4`S60`Y]&"`K0J#IV M"*=:`0(P![D!`1-``[=*%S4[""3`$!LK"%?0L>SPJS*@I2>#<&@044MQJ+Z[ MK!``!\,+K=_3)<&Q_TZN6EWS]@=UVJAHX"Z$D`++2@@[4'T$\,#JBJWM^JY` M]SVT`U<"$;PC*B@;*&L/$.\.VNVP=^P($D,-[?!"&W+M>R\$Y4`?&AJ.# MH"]7VJ@+K+;-*@`(0`(2H`3]2P#-L,#&T:AT3`BGR@)39ZX0,#`29/^L M6@H!I_K!<;2LPF6L\K>V;U`"!P`3\+G"A-`$[_"[(R#)YD3)!%`<99L`G/<' M'G`'`R`$%`5<@O"KP'@`*)`%)$0`J;.N<-<0,JP5I0I7F`S%?V`\CN6>)O?;<^:/!]*]PF M6K`3OUL`'*H!8ZO*`N$&:X:M95!86D`">C`X-L/*`A95NL0:O*MSH"$1:S%OT'.I"SO!0`#?;_!PY@06+)`AU+TGO,2T]@ MQ/E74<&PORZP`;KV<%<``&+`CV'`7R?DL7\0!"3P1H00,,ZL:PSP*:*K&W6P M`R:Q!@'K)"^CI5\7R((PL')0&`CG51?M!CE5!SF;<_`L"%W0`[$6*TOT!090 M!24RR18A`'+``Y]F4D*4!PM``W@A`RZ`&AI0!>-$`"`@0WREV.*ZQ_OZL&6; M!`G"`^S0L[I#(VB`5==I8(P`&$\EF>`RB7`!QD@!320`$S``)T3 M`[+L`D[@V&$,!2PQ!R]7!?A3`6$J``PP!X`S`Q/M`J>E![!<"'G@KA3'`F]P M!7U`!?W+!*=UKP!@`QI`_P'#2P%:RN($P`0_T#D*@'!%)QP^A1`9H`<%L"!3 M0!$$<`$,D`:-R@(`(,L8PD)R<%KZ0L<]WJ@;<$(OD%P&T,RG1:]"I`?VQP`. MX`;=XP$\P`!,H`>Q)@!,D`#)M6G'_`'N*D)?(`44Q0$A<$($D.5%7!PH=JK5 MV`2!F@)B1@2'?<=\P`4:598#X%#RIP,-E5Q`\%`Q\%!24!QYT%"@)P6VT5`R M@@,/!>F(4.DV^QDV*^H/-0!!T%!=JEQM,NJ9<0*8KANC'@"=XP0.Y022?NMG MI^JCSH^"0.NK?ENW'@#)X`02(`4-]8DDT%"P:NJ@-P0.=0+4[E#!P.P.10/7 M7O$`9`90(`#=A``+8#K]2@<>=`YS_[JYMGN[O[N\![O\DZ0(!`9>R%F"K`% MF6$@=S#,A^"YPF`@'W`%GGL$0[`%KO@#6T`9F%$`(&`$>;`&(/!]$'!B\ZX( M'B`#Q?H,"\`'Y#Q$%%4`C=*HPA'::!`$$K#85:"EVR4'P$P(LMP#G3.X4;TO M+98',)#)?X#)J_4'4I!JA$#_(ZH;5[*RO28F)=XK M"*%-`*3I8$@N`U1&5SN$MFP?:\H:-'L/]7U?"']/"#21((.U!71@('I/4>+S MS4"UPO8&QN!W25L\,Z"`O`"\HJ`X)`$GP?^H:`.;*!1FP7P1P=EQ"!5]PKPG'2U!`45N? MK(.U=\IZ_,@O^HU*^H-0`Q;0S->,^%SP`Z4Z`L(!"&0$:"YH!"QY?XI_&3!! M2P1:BRY4?R1Z!&YPEH81BY]_$01L"`@J!`0(H*NLK:ZOL+&RL[2UMK>XN;J[ MO+V^&JB?!(HFB1$J`6?$,E__UVH87]<@T/(!%B+'ST:$SV90XJ4BEN&2XK> M;*VB(XHGJ*J^\?+S]/7V]_CYN!/!BA)HBD:$6"2&@(-/)%`)^<.,P`II@X)` MX4&``P9%&F!//JW7OS2(Y!2[0D^L,&28X7-Q(T M^<2@"@^*:-QL:"&-AS*&29HJ5B#M6%3DQJ(Z1$2A MR8%DP?\?&3G2Z$E38DF5*F@`X-A```+?X\B3*U\.RL875I29TPK`0[KUZ]BS M:[];[L014,0B`-'PEB)TC.'B)RZ@ M<@(O#3&PXY-0YI5$"`"$<=0?()A0BG&?$->#;8I4P1`J%M!@1PC*(*GD*DD@ MX($3=N````!)9`'`#/[``(`0ACB9D@<'+.F!"1]@X($!42;_JB@O"T3P@A8$ MY'""!&*\(`(/\"Q"W!Q@_E%=$!X2T,,.3ZR2)`%+?M)H#@W(8<`5%!"01E>N M:2:'%3TZ280<#E"PP1\%L9%&I(L6:^PL'1#@&BI$5+7$$&!DJ@AQ/$RE"$!_ M#/$&*@0P8:":J(+"CPM_R%H',BC\@\]0,$ M;>@QT"(TC(&*!P0B\P<.WL`!1QA0L$'`!4?(0<`!?_A!@!AFH#*!'63IP889 M1?#1[9679Y_C`"YH,$,#&I0`A!8NB!'%':ODP8(+";#@=@=EK&$!"@\T^,GZ M+N2O?P6*0+#^00S0G_Z@]H<=N*`!+A""O_P@R`,H0A'2,(2FO"$*$RA"E?(PA:Z\(4PC*$,9TC#&MKPACC, MH0YWR,,>^O"'0`RB$(=(Q"(:\8A(3*(2E\C$)CKQB5",HA2G2,4J6O&*6,RB M%K?(Q2YZ\8M@#*,8QTC&,IKQC&A,HQK7R,8VNO&-<(RC'.=(QSK:\8YXS!`$ M=A`'-!`ACQY40Q8\<)P)H``,`D@`\@"YP20\@`!BV M+'01S-CH+$C`!`(@@:$;"D`.QG`!,%AS'@88`JYFQP3L+:(/2)#!0)>1`^_0 M0@(E&8$I49J?+ME8``:+`"YH@`=5&$'^"M"!C*&U%E1`_T.O@"F/BCID88L0@@96D84;B&85 M)8@#9F=1@>'Q`@\G2*UJ^\F`UEKM`BYHK08B0-LEN`%A@T`#&FC[``$PP`NPN>L.")53@I;ZX0P9DX,Q%7$$&3?G$$="@DE48``U<4B8:V/#56=RA`QX0 MX`A*RBUN/88'%&`"$ZJP@@IPX;WO#<%@`X`#'PCW'E1@0@7TH`4ZR.,):5#= M*NH@!A/XMR<\B"XH&""[6S3/KI^`EP/\0P4+:``%>H#$$FZ@`0VD(`S^P0$$ M1@P!O=XW'BKP@BX.T(,$<.`C\>@0"[;YB2@D8*D*&$$*#OJ)+N3@F[10`!K, MH(8\!``&7#!#`O_8H(<>4.#)(UB!"\Y0BB%D\L3Z^$$/%GD+`1#@`6B0A#RD ML`1.K@(+6BF5]3&"GBO@!&G"0 MBRGDEB;RZ((;3LJ*&E#@)/>+PT1!(8$>E&`6$CA!`S:0!D.@X049X'*?=V(! M-IA8$24@@!+2^@8T+*&YO;A"#LPP5%"`836?4,$2U#S7'%P:%FO8P0N\X08. M9($--QCMJ'=R@AZL>A$.D,$$#FR+`"QA-J?VQ0`X<`$,K>TJI%L"H/N7ABA0 M&Q0T.(`(1K"$'(B`"C#X@@2`\>MEWV4%FZ6=&RQP;EK4H*0YR*ZV-[#_@9ZM M(@PW@/48^@N*&'```/W^PQ="L((>H"$-+O@!C2%U`S[;^R9T*``<>'P")ISU M%@O`!!SL%P\Z<,$3K?B!'*H+;3FLP@EPX`(HDH"#L\AA`TYB!3/0(.J/X\0` M!+"O(N25AE4H(`?>9D4=,E"T9,K#`7+PN")F@(;,D(X"@.W"$G2NB#I@P79H MX``,M+YT.;1;`4;721/@$(5%#*$'*0BN(A#0@PS`8@'-(T#4>[&%)0!V$3+O M[B<2,)1%%$`/V%#$$;IB!B*H`19#*(P,3!!WG22`S7\H@AG$4.L_$,<"I5\% M71Y=#W>WH@`R.`\H>E7)19A`#TY01!%0P(,*_XR[%5C@@`N`@(9L=UX?6HC# M/$G"!F\/`!ABN'(K&H`!Z'A5XP>#_@``VU/L3<```'A0A!1%HP'X@B$`< M&##^6$"``F+(PPQ^=7R;3*`*F*V`&W)/.P*P;Y^M0`4$8`;(Y0M2T!4$P'^@ M(`!RH'@UQ@-@XCF4I0@`@`;*Y@I#(`<+\06`& M;C`8(6<&!J!DL%``<]!XO'`%C^1WAO@"_+,(=@`#X?<*.H`&2+`$-@*.U`1-*8(09`"-P#_ M!`^0;_Y@!G)`$Z'#!LI&!&5A1TKP.'1@`IK#'#,@![6D""(I!HN@!4OP`R"` M!MFH>JA`<[K0#6C``Z)6!9E2>!>@=ZRP`T.6>MTD!G50!AUG73)0$%9`E']` M!;MT1WI`61Q@-,F!.";0?@ZP!#)0*G\P`2_0!7^0&*Y``L@@!W*5"Q^0`QI@ M!CEP?7^0!4RP45KP`O'X"B$@!FS``X2V7B``$PP`AE`!R0@`A20 M>S"P!'3Y"5?`>P1@`@5H"T^@!56@`A:0!CK)@?T5_P`:$`=L"`IY0`1+L`,G M@`*H2`(`83:0,$L`5DT'NP0`,HT`/1E0`3J`@>4`4[,"JL@`(H)!Y57"3BC`$',!F"#`28H37R"=6O,% M&?!LK*`$E"#H*`"#2GO-@#>G``4+`#P%2K!]*2 M^(`R`T&A1%")H)`"&OD'=,``'+`"&-`"/?"9EF@&9_@)4C`!S'1XBW`"#_`[ MKR#_!0Q@`Q.`C(L@!86ZK[`P`/4Y`4IQ1TF`!&@P`EZG"/.)"B-0LI$277%0 M'?@0!-OP!S[@!D6X"I:V"&H``%_V!Q@P`@K)"URP":!@`!00!_:D,UAU`#*P M`4P("TF0`W^*`!20`R(H"\WSAW:T`"2VG5)0!L\&!"/V62``@_90`FA0!"!+ M+J^P!CU@'`.0!56@!Y=F!RY0!=N'"S)`=HNP*T2P%0]@I9\0!";0`VY@9K&@ M!"^@>N%J"W=0*8`8#Q0``$T@!@^0HY_0`V.@K2\0!6!2`7`PKKQ@(SL%`6*0 M!MEE!Q;08BN0`#W`!AMP`/P*"R_W"3:P9#DK"T0P!YW8_V=!$`<1@`)Q4+QQ M,`8)8+S)BP()T+S.^[S0V[QQ8&[T6AP;6V[P1(`=L<+W@&[[.JZT4 M0%L18'&)`;VZM;XY(+[AFP-+$`$90%MPL%WN&[YB(` ML`+^JP$;``9FX``%2E@,9D`%^X`)^`%L6X`<6``8N M``8BL`%6\`!BH`'XI@'".L`94)_S:P89``;F*[\1(*RTM0&\-<,ZO,,[;(L9 M)`$-(`1DL`4P0`0(H`0?``-H$@`A4`+S]<10#,600@!6$,56?,4!,`-+P`)8 MW,5>_`,K0`$5X,5D3,8LXADL@/\`9;S&:]P"@Z4#3>`$-*`#0Q``,8`#).`$ M/D`"0^`$4"`%4%#'0T`#,0`$.G`"3C`$0^`#)^`#0'`"2>`#2=`$)W`44&`; M=(FC:K0%LJ<+#\`!N*@='S`!`SFYZP$#:!";I@Q#)$`!*K;*-#2Q``C++_0! M3`!AM`Q#;P`&N2Q#(H`&I=S++(0#QR/,+W0N?67,+:0$FZK,+90'"4!_SKQ" M7RE]TXQ"8K"P>S&1USP?'V!JR'$`"T`$+P>.^$#J;8$O*P(9\`% M.#(`@Z6YYWP=[G"FR$$7_8!T5/P'"44`LR,%#G`#*6`"4ZH`07?/RH&YR@$" M"#@,?6#_/02@8@%MEB!09Z@P$BR"+3&@"3M0!R;@6GS0!'TP!#A0NPQ-#^[` MI7DA!6$@`+'2-B'`+2<5T!!P":@@`A:`!B,Q#2\C"E2@`.2%"A<0%02PN]"F M!1W0`>:\TK)`!3U@SSLA!$@[""V2:JBP60&M`PV`"L^&`5!#-`$J"D0P`%TQ M!@#J`&N`"MZZ"L"`"K-1224`EQI05\H:L0$@`(%YST%0!8]Y'"D@!'-``!WZ M``F`!@61`.7Y(7E`%G!PF\HS`@&@K*+P*A2A`Q(``GEP`*B0UZP0!"-``"-0 M,?R"U%A])`N0`MI:-"RP?$Y@AHN``&=@&T`0`$NR,1^(!03@_S;(P3V94`>0 M0-H)M5E>5AW($-B*8`WE51Q04%(:4``,H`!@T`^M``&@Q`!Y4!"_DB1NT`>B M0`$G4`?"TRUU!G/X`J9NH1*&H'.&8*\-P`'O+'%3``$*(`76/$XEP+7(\0+- MTQ*B0``EH``$(`,Z()+(;3&KD`!R@%@\\!=H@`$!S2U$((`CR0HGT!4.X`(E MQ3])TA)1(=[X4@755=T%\P?X4I41P`370@#N30!X2'72C`$SC0HA``Q5L`0I MX)"MY`+/F!PK4-B;%9%R,!7?(`1D2J4V3I$#\32*$-!`$-`FT&$?4#,C>]VX M1:;(0QPO0`5NP+DI]SB?X`$C`)-A(/\'CQD!:``.'"`'ET81SL0B&@D!F&`" M%_`&)!##>J`Y(--)"R`&*8L$#F%`%%L`%C/H' MHXUK"17AE_X)9X$W0O<3%=/@4 M\TWG-E<':4$"T727F'I')T`!@7X<(S`G:1('*C$$?F<\L910 M//`%7F9G`,`'4$`<%/`##+#K=%X8_P%<`"A) M^*7/!`%N,*FLT`'_CA.`DQ]2``#(8P`I8+Y0(P;KBP8TX`33>_M_,.W/M``O ML)^N@`=*`&0Y@036:@>T^"1V(0%.,%\BB`-@,/'/E*VP@`3BGQ-)8`.5(`'R MF.X\"`@@$'^$A8:'B(F*BXR-CH^0D9*3E)66EYB9FI0D2UQVB7D681*;F%%K M'48TB00\A$AI068Z?W8-7`@#?TD!`3%`I:;#Q,7&Q\C)RL@'!%.(&"L[H,N. M23!_"@B)&@1``R\E$`10?Q,O`'$N?R)H:'-51XP"#/75]_CY^OO\DPAR6I[D M6:!C`H4"_1@5F)&(`8$"!WK\&7<""@$0?_]BN$G"8AT$`!@7,7&'!D40'`!2 MAJ#S!X"0!@@&+0`2)*'-FSAS)IP@8XX;,42$Z6QD90`!*ALV_`E!X(0#-(7R M_-'@IZ(C-T+^#$`C!$R&`%'<("0P`HZ>,QCT,.EAX8^$'0+^S'#A`H(P.D7J MN!W*MZ]?OG5J_6TTH8B<*FA$_*&BYPL`,8J1/F``,T'#>NF MNJ#A1FB#"75L$"`18TE6#0_`W+@1XP^+*DOT*/6"HI24'7\JA!D>QLG@X\B3 M*S?%14H$`E6&_&D@9T$!-%_^F##S9P2"(@@-]4##L!`!.&_T7`BB882+!TR( MZ$##18MT`6E@@"C_\B<`FD$:;".!&(I-4,8))]1$01H(;<'&'UI8\08'&VRS MW(489J@A``((0,`%>CU7D1X:<$%`''0LL4,],[!$"!$`E$-('@0@H(!T4Z%` M1(U_,)`&`%9<\4<=5E`@!AG]0365A2Z,@4<%5@PA!2$40'!!'PB\0$@="6RA MX9=@ALG7!@2DL,,,"OR1P!(+_.$`#VA0$`(-!-19YR"*`$!`%H4HD,,Z([3% M0`:&&$%("&@LX!\AWA'B0@\+:`"G!G_@`0<$+""!P`V$G$"!EV*&*NJHRBA! MUQAB/$`%(T!`8&H%>N5)`!>%0*`'`'\(40401*"AAUI_Z+'-%S+$$(`<_X0( M^X<:8ECQ1P1A%$('$X/`<0.E?W@**JG<=NNM3GDH(55+:E#1P1\+K*`$`RDD MM0$06)`4AYLH),O&".ZT\$<<4>#P@P1%$#"(!P1@J^VW"">LL#YX6C.$#5+5 MX`$A9Z0$0&W!11`'!2X$(<<@15Q+R!I5?+#PR2BGG!P&:>*0W1\VL/('#5FI M;//-..>L\\X\]^SSST`'+?301!=M]-%()ZWTTDPW[?334$-0-R2!%%`W5/: MC3KM`0B,PV%W`$_]W7/+!!"PH(L`9=)=1A@%N M=R!":(O0@8`7%EJ]P@^)%)$&`6$3)0`/Z_F`%6EEC=X<`@!X,H0<>M"F&-I1A):C`OH;`SQ$N0(/X[D"^ M$EPB`?]+!`((P#HW$0#_AQM\!!K.8+4_]$H&0%`$&@R@00YJB`>DNT$"",$% MJ%R``B?XPQ1E-HXGQ'"&>:A!(?J@B#ID`%N&T"$/;R`4C!&"/H><(132Y(@@ M$+%/..K1$0D!`N,=(HF,G&(#(&F(.C#@9810``,*D8!ZT4!\AYCB]"9"@/\= M4"Y%8(!>6H`#J8"``39`0P2IEH<<3$$.93`$!#3@!A=0\0]W<$$.V*`'VUD@ M!T+0PP^24('AF'A<8ALT.@86(S\](=*N`&`,PA6FM@@A5DX((+5"$'$(P>A&0(;6:'#N0C8Q(2L`(^4(`A%J```'B0N3LD(`,/6`)#$A"!&\A!#R8S MQ!3E08<*:(]*#_*`'G*0ASQH(`UY$,`+')```B"I:@A8P1]>D(-"D&`$V#!F MV$2P@@$H8)M_N``!4.`"!UP`.$H@@`,*8#L2=-,$P"'"&@N@@2[D@P?!_,,0 M"*`8209`#Z$91PC'84A#H&$,$S#(-L:!D`MH*0***8`7G@7(0@``#1:P``M8 MT`,WJ.$$#_G#`SCU!T3V%E=4J,X3^CD`/LC!`R1@`O\3_G``..Q""^S#K"$$$G##X/*@RZKEP0S*4P%+89&& M0Q'@`%(8(Y5L-T4'_.$+50!#:"D@@A^@X4`'6(`)EN"``.Q2'SRH;!+0L$[+ M8I80\L0Q`2+I61:<%PQ.7``5AM#1*K!#16?[@\AR*`+!70C"U$&@00`>:LN%)@TK# MAMB!'`A0`0EPR14O?NQJ"<$#0KD)#79XP05`,8XJCB/`B!"B+$!;)0Q!38+@)P>%P>EGM40J!`TE.LXA_$0("-FQ$&2ZC"+@)P MX4/&3FIKR,"X,D*`!-"A!`1XP`F$0``KW%4&(3A"%39*:'`$)X``*4``U54"J_8`'"`$'N("`-`#53`!,,`#3.`"\=%\ M+S`35:`!/_0'>:`G)D`W>M(61G!0/\1@&40(+]`#%T`F:6``)8`&?Z,T/I`& M-X!/"S`!>C`'*;``(L`#:7`!5`" M;I`"*W`!&."!#X`"C*8">H`-U5`$*5!;-?,'93`&&Z`%A2``"3`&7T@(4W`# M3/`"\5,KE/@"8_`"+S`'1``%":#_!RD@`E6`!!G``1&``M@0`E60`%T3'$RP M`1&`&";'_P(/:0<6$`$&X"(;&`&2YY-6*2;G9@`!(`9Z\'2&@'G&\0=K,'J* MP`8YT#P\$$=W\`)@$`!NL"JZ-08!8`;`<95VJ2%&D%^R,P)>J0@H4$^)``1F MD!T8^'Q4T`.ED'1W@`&>$9!H())W&9E74SMXX@(!``$_X%@&H`3*4X))0`(I M``<(0$9`D`4.(!B$H`8R4@=+$"TLP$%3%`/-(!U?D%N2>9O'84P--@!WP`!, M8#M*$`%&-@(/X8A,```&T`)N,`%QP`-5^&$\L`9)D`.0\0='(`<.\';F84.X MV9U$0%68".= M^CD4)S`!:+`$)O-&79=0_I%!82`#)*`#!.`!5-"@9'0(3?`&Y4"?[(1!]_D' M^;F?&MH/"/<#R><"'`0`#.0?'A8&'+``I%4(@"E98A`>=+`"##1I/G`&:%`+ M1K&$&YJC^3`&D?1N044()W M?]`'%-!4;D``RP4"S@6E@JH,5``#*'`#&R"2=@``&0`#):`% M2>`5&8`9(L`"W),%?X2:,Y,!G,JI#^K_51D0581@`AD@:8-ZJJB:JJJZJJS: MJJ[ZJK`:J[(ZJ\O169;PBH@0'OJ@JY5PB([@JX1@'9?0!"JY"`&`JQDAJL:* M"$3P@POP;X50`.9$JP+P`$*Y#3]@`3QUB89P`#?P(&A8+Y.P`VY@1H9`?)6Q M""&`IA7`!1=P`=Q*"0<@!UG&"%F0`#(0!PF@`2BP!0&0`$KB"!X"K4KP`IH' M.6R`!@A("-GXG\Y""$.@`2R``JOT!2OP`"M@9T"847SP`C*2""8@!_I2"$X@ M!ZO$!3*`!CVPA`$0!W25`&0IJR:0@87@`)V'"%#P`@G5!P]0G9*``SD0HX?0 M!QR0KHLP10&&_P,14"66\`5"]PBHAR<&4"^O!0E2$".'D'2-,`!'\@,<(*XI M,`$,`%+&@UH]T@,8@01,4`=```<9)`*#N2]68(Z&T`4YP`.,]`=!0":#\`,O M8`-3\`*!]P+1\@5+P*NR2D3G0@B<-TJ)L`%[!P!K1`FEJ@@7>K0"PTX$4)>5 M``9#QPA3U#"*4;670`7FJ@C9UP"$9+'6>G%X4@#G0_\()6"6 M%@(%8N`&9H!*4UL%)E`*(A`!.,`!"5`YBA"Z&<&0I/L%*M`3'K"]6\`!$)`# M`/`!'&!\:^`&X<1!):!<8@!*D5&5S%5C!..X8J`%34``SV<;MK.YYN%AA_`# M$T!$&/,#8X!;T]HC4#$.JQ1PR;N\A+"EH[0#.7`"!.-8&R`1+<%`/P`[35P` M6R`#2S`".T``C'8&'(`%@84K.U`%4)!_K*"=23`"!A`#3(!FA3!%6A`&)E`% M21J0.=`$/Z`';2$'7)`$!^5%'``$)-!Z>;4$5I`%3%!C4@0^87`!#TJZ"BD! M@44%4"!`:2`&Y?NZ!E`%3:`&9F`[`:,$=K#_:(C@!.2#<%OH/Z[F!M3&5%,4 M1VE6!,78)LT`E]8S!W9`!6@01G^``AV`6PQ9"-NQ+&A@<<=;1+1*1#`(!@"P M4J,4!AZ@`!@88!M0=&S7'QH`!$[``]'B`CM$GW;0`X=30F'``D5@LZNBG8(, M`!-P`TJ5P2&B9@.T'X!`80`<9F"`I`!$XULE_` M`'J5.1.G)A$@OZI,1"?``$8R`6DP1CA0#U-0!`FP!D8L!VM0!RZ`!"?0`@3P M`6K@5F(@(Q%Q`58@_P<#':M`W!^O*P$%D`8Y]0<;\`9=%Z,!X`(6(`?/A\W9 M0@$:,%F.FP&K=7IBL`)'\2ROP`5BX`N^<'$X`@1H$`%]7`)L70L0X`(K8`95 M<`<1`'$-V7("C;F#T`3H4[44EFF2P@%`(EQ\+"(X`-G'15C ML$:(%A),\`!/0`#0-@%3^@XQ3H;D&62VQ]5P!`3=;P[M``CH`&C MMDH9D#EEP`%W,&OCG-9430@TI;M?F1M(4+$`2\"D8*`4 M%,&XE4<'9,@?%E`:#,"`)W`#S6$(/P0$5=`F4B`5>2`&.)(`U56RV1$&%&`' M3\`$NDH#A\L(5("WAH!;X^T".^`+1U<(/^`&>I3_O`Q`)AD0-CA05@\P`Y07 M*')``14M!PAPVE5P!M`%!QQ``6_`!TZ%`(R1`VN`@6ZPM.N,9S>0`GH@`PU@ MVT1@!P*DL@#9(\_Q`M9:!>_R!S6P/FB0`#X0!/^9!MT0!U@`Y7%=`P6P:UQ0 M`#FP!`A05G[=Z07S;Z=-62`0`'!P`5J0`R0``<1I!@P``GJ5!C/@`W'@#ARP MSB>@!V@P`N2S2RV0:0F0`S)#`'*0\"$$,_H*>ZG)!Q'`!-7E17Z0!DHP?XO` M&*K<*3\-(792)Z/D`Q4@BW1/5RD;=#8*O#,`-=#]Q)$P)> M@*.2?_G]@`2;COF__F@'_JB/_JD7_JF?_JHG_JJO_JLW_JN__JP'_NR M/_NT7_NV?_NXG_NZO_N\W_N^__O`'_S"/_PJ"'VD$+RV"71P<5T-L+)BGJ(Y@+X1Y``0FJ7]Y2K*VM[BYNKN\O9@T&GA_ M&WJ")F&8=@""$&@!O%I=@BG2LBY%?P,_)[Z#=B\N?RT,O#,]"80;GG9%>=VX M>0N&:&>R(1OO^?K[_/VRQ+(,4!`$Q=FN#QRX-9'#+=46`@T--;D5@]`)`N$$ M8=N5@L"@`!$&]8$R",H,0B`8@'#T!42?DX+JU!B`0Q`&!GT&*6"``8,@F']2 M8D"S[(\4!A4%5;3!H$Z=$')V)/5'M:K5JZ@`#I)P(8?_&PXY!TT@0`!-E#Q$ MYQ`X(.@(CS=,8!0BPF-$E0,"T)3-H1>-!SP/;E3A,`1&CQ=MREYI((-`#Q4I M>&0L(T.,G`)_D.B9L$E.G4)1JB1`(V8!A`0$9&2848$`A%T&")01Q,*#H!L$ M\-T9,V+3D3\F.&182TB"!305>)"E84&.F!P$G(1A,D'/BC\-X+#@0:5$64$P MJCC`O6R+#``YYBSH@9$'FA0+,J"Y(<(=UOOX\^_3*FB#J2`RH'`'(0`4\P<. M!"00@`9R+#!#%0,,`T>$@@Q!P#-BX+,%!=Q"\.`%(4B@H8,@(S2(9#X_*(K` MM(,DH"P%&>FP`!=NN&"!"RZTL((&#SCP!P5("**!&W9$@,\?9Z3+K@M8[(#& M!B$$RO\G=FD,0M03!%1@@04[##&JD#:2HP>>EF:LL<;\04"`IG]X3,X@!0H" MZC.C!N`%&R>T?`(=A)00019LR,KAD2T2X(#+2?@*;`9\_,%BAQ0T$@&X>#"A MP1_/1AOC(&"@,=$?'D"T[3M!+'$#"R40D@">>F3T1Q%#G`@QP]S]\D%L'^@$882!$SU!P-HV/!'Q7_H4<'&D$>. M'Z9HS!:R:X1P86#@*%\H@AZ?'1Y1MX'^^L>&';9X&,QXV&9ZL#$.?20%\D8@ MAAI_)/UFTTS;-D@4!%1C015Y7/W.*Q20%&Z,@EWQAQHW[*#_J"`N`"4(!0T( MT@8*P!`U`$`2Q$^($*B/?,N![92Z[__OMM M_@<'+_C"'U@PAD0,H@%+@`);0G6X"Q6``&X0@`I>((%!<.%"0.!`&@2PA1Z$ MH``7^8`!6A.!!KB`>Z_+@"58-+]BA:,!:"##@9:@`*9!2P)RL)P@%K`$,*@A M"#V0RT6N\X<"4.!:O9!-<<30"`'(00\>8`(1(%`%`G``!40D1-J^`(4J8`8% M([`/;BA``13DX0)9H(,?KL,"-"S`!DS@00,2-88AO(``5:!`#Q0``P+48BQR M<4,.5L`W_AGRD+>8@%[$4(T%1$`X_VP(0B%BP`0T"`$W'"`"'`B0ABX<0`X$ M8$+Y!D$"/1!@!!<@P`.:4`4>3$`"54`#$22@`;)$8`''D4,"MM,H"/0`#3]( M0Q7D,(0_M$$/,J"`\[S`A"H0T`UQ(<00TL"#'F3A#U-X`P68((,%9($'4^-% M&FHRB#%0@`T[^$,)JI"#$`C"!AN@P`;"HL4'I($#4?B#",@HMR9HP%@^`<`# M1O``#""`C$;2`1@H$(4(M&$!=6`!!<80`!BP`044Z$(.-'"#)APA!PVH(")' M2M)'!,%E(OU#'5H&,T.H`1$N*]X)D@"SDZ;T;B\KW@XE^8<%@$`8=&C99P9P M`A`L0`(@*/^"/)`:%`DD(70+.`%4Z:`&">3!*0;$*9/JX`XZR`,/3.J%?2`Q MUE-@KZ1H3:M:U\K67.`!`VZH0.C:2M>ZVO6NDEL`"G+`!I#A]:^`#:Q@!TO8 MPAKVL(A-K&(7R]C&.O:QD(VL9"=+V^O:WP`VN<(=+W.(: M]Z\DN&E)R[H+"CUB`3S%!'/_$(.L'G>P8(B`=K<;`3(5X@"0`.N%`40DB!#^+U11ZL,#*LE(`- M$8J#*182O@FD@`M<<,(@:L"$%A4!!?DT!!T2E=\_W&`",):D!^:`"#=L@+DI MX(!5QZ"L/Y#!"S#&`AY8`(8`((`-;H#9#:PPBQX(@<*"K=,`' M!)'F`3C`6#6@TCYA8)\L$+0F$H"!"R"0_P$7=(H&6@!9!Q+P`F0D00`3<$(. M:.`$%/@Y%Q5@Q1\Z\#'J<>@A!-!`K`61A10@0,]_<(,,"5$$-YP`#?GMB!PR MD.@Q)T@*:&`+(1!4WE%!X`!DZ4$A"8$`'N3!1ICI6X.OJP#GXO7;IE9$#K!@ M@NFE^0)@.$$M^S"%*AR!<+-9P0-.@`37_&`.X= MGL`%:)#!9^@@/33\QA`$2'JW(""!$X"W3H6P`!C^8"$B5L`@%/:`&P*+\$'` M`04N6$%NYE:,#__X:S@J>!=M!(!O00Q@#C+0YYB`0X!\4L!'`)#!N]S0IRTP MH8;=T+GO_E`!.3P@!;$:JP'D$#0QU()P$;&1YLLK@QX+(C::NL,$Q$``.$RD M`[#W`1UFD)L'P*%/@_C"#3)`B!F((5#`*9)\T`'F`4P)L&T7A![:$(#F*ZYD M8$`2FU(R8(P!B<`-V5HQW M%0+-1P0;<20(0&LATWP%D`@DT'P&1`L!,%8TL`4?(%)40`%2$`!(1'WM-@0! M($E)T'SD=""9>`L=4`75H),W-0#-)VK4-0@+$4Z%D`<4D@0I*$`$[9RD2`%Y4>0L5 M,'EMF9>.(`!'T`&UH"4Q3Z"4J=`S>EF8AGF8B)F8BKF8C-F8COF8D!F9DCF9 (E%F9LA`(`#L_ ` end GRAPHIC 40 m62094tom6209428.gif GRAPHIC begin 644 m62094tom6209428.gif M1TE&.#EAL0%_`>8``(2"@LC'QO+Q\;6SLJFFI:6CHKV[NIV:F:VKJ@@&!Y&- MB^[M[$Q*2O;U]=73T>/BX<[+R,'`P'5R45#0V5B8E5142TI*5E555Y: M66UJ:;BVM7AU=(B%A>?EXSTZ.9F6E:"=G%!-3+"NK>KIZ'!M;-_>W38R,FMH M9V!=7(V*B>SKZFAE9-K9V-'0T,"^O$A%1"8B(M#.S-;5U.;EY)22D8!]?,3" MP4`]/-;4TMK8UM[=W,+`OC`M+-C6U142$KNXM[.PK^'@W]+0SMS:VSLZY>4DR@E):NHI:.@GNCHYH.`?IN8EXJ(B-W(B8J+C(V.CY"1DI.4E9:7F)F:FYR=GI^@ MH:*CI*6FIZBIJJNLK:ZOL+&RL[2UMK>XN9MQ'KTKNL#!PL/$?PM+%@@W0KH& M/PEP6!@SQ=76K2$H&&`F/J==UXAR:V(.6@D$P``_`F,?1S**"PY$<<8.^`Y( MX88^`/R*"ES`XN4+CA&W-)S8`&$)EA^FMJ1I`'1`(Q4C2HJ7(!QZ`=3-8T\)%`CQ0`<)Q!!A^"H$'&`0E,@`<<(921SB(0 MO#<8%P[\H<`/OWCQP1`>;.`&#P4D0!5'.,PAB!,)(+6%%"\80<`4%QR01CQ_ M1%'"'V#`D4,`<'CQ1P1I/%!''1+04%8:.OQ10?\:!0BB0@(I_3%&!2+(<1@" M3OR!05=_%("&7W^@04$"-PPB!`"\%=@!`#24`!\*>P`A`0"T/;''!C50@(<& M4AA@QT@4<"`%'D'0H`<>4K``PA.&T"%%'8.(48)(?SBQQ1A>L""H`\><@ M``KB0`(="-(?"P"TH000,(C!0AH']`!`$G!P<($!@AAP@8E_6`7`&UM>($`, M%*3&ASEOI#9>#H/HP,1UA!0A@!A81$!M"'\,D8`*$1C00P-BG!#!!F2D0,(? M20!PP`0O).!"$S<24H4$&KC1%QI?,"#(&!;(((<;3580V!\4["'(`$*,6E,= MPC&01@""((B!J=/5^,?_$@F:F`($BRT1V!1I*C)E?[@*0L`/#3B0!A!E/1"` M&D>D$P"!AS%@1)9_""&``W`PXT``:0Q2PS]`)("$$A=\\6,"%1IP[I&I,;'' MN7'`8+4@+_SP8`,>_)*$&![<<`6876*`10^$)%"&E7^X)QP!AOTQ0A=/),#` M+W_HJ_`?34#Y!]R"F`#&'S]$$<+>7Q@B`UO;#"(%`ET824`86@IAB#G5$$( M`#'8](/C!$LA"`)/8*"!33R4B<()*SQ`T1\:O#$`UH+`D1)%;OSSQQ,/`/[' M"GQ8,`C&9AP20M!_Q-!5`V^4+(@4B@N"119_?"&<,0D8;D@,,SA3/-]NX#T( M_QU89&D#%H)0H&\`S(XZ!0EL/)^"CW_T\<7$?VSK0!1&+D%`&AUH@!<0(`B, M16("6$A#!KYTLFDQP02"&,$27A``%'B!"3QP`06PAH<2'*$O?^#9($:0@$$H MX!\..$(8NL"'F,S@"&3``!RT)X@0)"@,41@$`KQ@A03T+P$0,%D"$`\)JAA M#00$4PJB4(,$6&$0"3!">00`!W3\+6Z<^0,C5#XA@\D@`>"N$$: M6D`#``QR$#9\RR!2T(,/I($#?PA"&DJ6PG^T80)AHA1`B,``-)`@`3`8Q!'T M<+HHB``.Z2#`&U+`@#RZ80-O`(?>P/@'&=#D?TXY@B!^0!;"*6T0/-`"".+V MA_\4(0&MJ1P&=)>W$X`0`$;_T($;B#(("KRA#&]82ASB"<^ M0VA@`A,@@!@2P)L:,,$>B_S!&?YP`19@H0]=O9$#V@=&&="A5VA(@@50B8*C M)F!P)K#2$BBBA1^HX:Y+N$`AZM"+WGJ`4BK(X1_BD$X/`(X`6$#*'QX6@`W* M0`UPV*`03@```JSA"Y3B6\K@G.LVLA?M"+$(6) M#._DV3_(4+$E`)0?7KC#'OIP@C10H799:PH58UJX(#1IN7+[P0UV6I,_G.&G M/R"!_Q^$^X,#"P";@[`#&20P@2-4[#]_Z,`)."!5D`KB`_BKBF$VD(`P\(H" MTQ$`9`00!S]H07:"0$$2\$8',HA@`G<@PZ>T^*`_?.`?8Q!2&<70AD&8H`V@ MC58=I)"$.G064G+0FB`$T``I=+$!=P"I*T7EKD+H(`:0DM(/A(?3-9[A!RR[ M0`%L.QW)4@`%)(38K(((`$9J(,#U/^`AP@41@AUB,$' MUM0&"`(D!FF:@=^T^(<>P(`,1,;D'^Q0)N11RT=[^X,6JEQ&`Z"APC4T`FPT M\H$`!$`#`P/Q'\C08BWE\0EI6`RHXB:&'V"+8!5K`1"@D)$Y7`"C?U@=W@[` M`1-M(`U&(O0@&*`[COE."'DP<1C?\.L_3('24G`#>>%0/#NXR!A="(`4$NF! M"GR`&B*`^*C:VH`.?(!2<=!#`K+0`,!LP`.3E8$?L*`".]0`#DW0`1]$0``" M]*``,S&#$TK0!B[@8`8-.`($Q/3(=L$`!2@X`@VT`"T'7(!&6DB#(`+`@L`3 MP$0LL,#L9B"%/4Q`"ML10PC2+`/U2&'>)!$$#:2P!4@)0#TUT-P.*`` M>B#!&Z#@@`/$0`6$"`ICR-34R_V!"#&HG`BHWH0V=."T@N!!.BNFAA\`P`]M M^,(2EH"#`J2`"4N``C&0$?5S!)K3`#$P2L;P!AD@$@OP!@:S.T:`!;:2`!NP M!PEP`0S`!"J09H-P`'"@?Q6P!MY0`7`0#T!P`5V@!7`0>-)6!Q30!FT`!R5P M+BL``Q@`_T%G@`%)5!L5@`$`1048@`'T$P1#*`%/-``8\'Y\,X0U8`9-T`27 MQ`51&(4!,`5-H%QTL`%\YP`&L`%16"$!`#I]-P@S0("/0`)-,#9DTX:+X``Q MD`#7XP-;T08@8`1`\`04D8(84`\"7#Y0$D\">\@#=SX%L>8`=HX`N)$`X(%U$`=#XH'C(XW^(W@&([B./^.Y%B.YGB. MZ)B.ZKB.[-B.[OB.\!B/\CB/]%B/]GB/^)B/^KB/_-B/_OB/`!F0`CF0!%F0 M!GF0")F0"KF0#-F0#OF0$!F1$CF1%%F1%GF1&)F1&KF1'-F1'OF1(!F2(CF2 M)%F2)GF2*)F2*KF2+-F2+OF2,!F3,CF3-%F3-GF3.)F3.KF3/-F3/OF30!F4 M0CF41%F41GF42)F42KF43-F43OF4(ZD#O`B55&D*"\`V59F56KF57-F56?E0 M7AF68CF69"F/:%B6:)F6:KF6;-F6;OF6=F7 M?OF7@!F8@CF8A%F8AGF8B)F8BKF8C-G_F([YF)`9F9(YF919F99YF9B9F9JY MF9S9F9[YF:`9FJ(YFJ19FJ9YFJB9FJJYFJS9FJ[YFK`9F[(YF[19F[9YF[B9 MF[JYF[S9F[[YF\`9G,(YG,19G,9YG,B9G,JYG,S9G,[YG-`9G=(YG4)Y&>6Q MFS(``2*U`!#0G=KX`-T)`2M@`.$I!.&Y96'@!!V@`T$``6<``$^S`"<$`""` M-ZUQ'()0!*DA.H609TN0&@":&DY``1*0`14``R50`@!0!WI``0YJ`P_0!Q1@ M!#VX`A10(0!QQ*")#S#$55%M=D'#^`!?P)E57G M/P1@!E4',;\S_P`:(`$2<%^?)P5H5P-!`$+94@)E8`$34#((@'9BH'PD(`%E MT!(,4`84@`(6H`8HH`;Q,`;AT@46H`%\R1$6<`$74`9?(`9-T!=QL`%)D`09 M<`)]4"9#T%<)`&Z#$(=O8`-"@`$)@&Q!@`-[BE$+X`5PL`4ST`=[J@`B00!M M<`&UQP=,H#E<8%!I<$E/P`%,T%9_<``X$`1O%`8]D``X$`)$`$W4$4,$``A MH`=D@`8RX`8)@&%6D`:G.`C.$#^#8`%,P&4S$0$F<`%08`@9D``J5PA^>@'- M*`CN<008V@)'\*)/F08YNJ<,H`)MX'A#0`8_X`0&D`(7%4&?N@9+@/\!:6`! M;(,`3/`!+S`"26!P<3`$Z218?R`'('`$)H`!(N!_"=!U&$,`)L``":`!-$`$ M_?4Z3+&G!N``,(!L$;05C!(%/[!C>+6G;V%I&2@($0)$?+.G$W$XCS02"8`\ M+G`$"4"`"I``]P0[;Y``/:`YS54(4X`%__`#C.*O2Q$%X'=4`4!``2<`H M0)`&":`%"Y`$;(!9@J`!"7`"1GL!1V"C*6`XA7&6$5>QA9`8QDH(,X`%"4!5 MZB9)3UDJ::087:('<\`$"6!J#VH1*F`$>YHE M"#L`"2)M2@N!3Y#<($;"G%9+_N&*K!N\A"'%@J(.S!"(`M-?# M@%0;(6G`+$U@`9]J!"80`$8@"&'PL>D318-`!'M*%1K`!GM*!C30LH1@,V.# M-_YZ8"*!LRBP`T%3#X_WL51BM$D1`\^`H4;VL2'P!`T`*2.0!KN78U2[B1EX MK#.1`&SHE6$K7%VRIT4&.6G`&6S[!R_$-'^`!]`P""N0LM,Q6UKK!C*01IL3 MO3R3`$?U!X&55X3`N!@Z)A0@!'M*L'IZ'>'Z!0GP`0*P`16``IG[JDG2!"IP M`WOJ!A'P3J6+/$#[3O:[IR6$`DT0MS`@NU`$!\:;-_1+"#B+`Q30:">6`#^@ M?(0@`2K0!0G017_`_P4:_`9\YT\E1`@*K%N%4+)7.PA/D@#7B;U[>DXVD`!8 M8+R0DP`0XZ\98`)>D`!J`%<)L$J*`!C\K%4,;_:V,.> M-,-3V2M[FL->201`^Z+!&@-3\#@&2$NH+6$>[QH,P@X6T*0E5%5Q`3#6A7R M6T6+?+]ZM33D2S!)^U0)4')Z6D+A^@=^>@1J,`>D_`=YS#==,0<3L*>Y'/_( MA&,W@W"_Z,/!@C#%,YR_=O.,X:O+"<`!O/L'5O!05X`#'+"GVNL$>($#*>LC M)N!X?V``?HH^)F"V&0>]8DP$I>*OJRH("\`!!K"G7.O09R"D35D'*?NB")(` M/=C$,YL`7N"Z&R4(%O"W@M!&">!X)4`64+"G>1#&J>NJ:S#.$ATM*:O&Q:.U M;BP\3C`QW)0`37+-FLNY7"('?MI%X!QLP7P%-6W.H690-&P>"9!B5AS).#LI MHL.#XIL$`X`$:Z#$D=8#`X`/';"G-#`.&T&WAD$#GWI(T>L$>O`'B=$'P(4" M#:!H/4`;1#(#4/`#M^R4+H#/Z)NR`E<_*%75AMW_`\J'("TL"/>+*Q,0)71P MSQTKS&+\!UM@N@GUJG,G!&9;(=R$!4:2Q`#M+&\`,1N`/R?0`Z,472@ MP'I``&K:!W4PQ"/,E`\`M",B"'6'`[]P`T=P!)PQ!PG+``W`!574!E^2Q!.P MO"4+?G8@!A4P9,LT"'6`M$SP-((P63;@`5/`!#-2"-6K`0%P!UA`&W*@`6D@ M!0Y`!FF`$"20`>:5J:?C_P)^.M4N\-4)D`0W,!"ETAM$<047D`9I<`',(`=B M\`84D`1'<#TA8`1A-0A. MX1@8_@`#``(10!M)H<)+201J(*9,0(:+!`-N,!"FIAP](*83,P)B"E)S$`)= M?@$P\&L\L`:,.@@T4&3PH1Y53`@&4`(70`91H(V"L"*FMP&H>#@K0CJ"H`3V MQBAF6`4N8&\S$`"A&P!$0.R&T``/96V#8`5_!`D*)7*LD`(4$R<,`46\#U. M*?\'UD8'%OT').``FF@(M(ZU&.Z/*I`$Q+0*"G`"-OH)#H``PDN=GX`&'1!E MJ]`!T6[O_O[O`!_P`E^.+P``'8<``7V`#`!#O.\``."L3H8W>),R+BPE#K`"6DM,"<,,\^``"Z`##E#O+\$`E`!/1`# M&A`3`8`%<,``?!GS@\`'S#`F1T!`.?`9C-S*N]4'3&`$&'4"]T>LRQAJ`'H`M$9P<(-@]H2@IQR``FD@!HD[ M,<]``/-;.R7D4Q^`0&_PS_#Z^J`0!R$@II7/Q@HV9%S/>P[0`@+'Z7-*"`^P MIR]Z!@B@IS4@7,L?S@'P_%J4`'50LEZK:,^+_9P`"!II!%()4G(D,C$)?$]_ MCU8)"0&/3UAR5EB/?S)8)YM_2))2FWH%*0DC?S<$$0D8?S^32'P)CW`))%,) M%R9Q-BL,"2B@Q<;'R,G*R\S-_\[/T-'2T]35UM?8V=K+%&E=%XPW;08Z"6+% M&`D9"W\A'']//6KL33%#H`N2%C,A-FD!31*D8?`A2$`<,](,^U/C51=)6O[` M2/##2(D_M9)LV\BQH\>/($.*'$D2U`$*)4)0J'!ECYX2$G(4>R!%A`4)!^;\ MF4/@@`@&+#:`0B(%@-$.1@$HB8/`J($_6U0`V%*4U)P"`!`@(/"4#H(M370V M(1"E3LFS:-.J7//JW7+F#-KWLRYL^?/H$.+'DVZM.G3J%.K7AVX#I`XK&/+ MGHTL2?^"&[1SZU8]($$?L[N#"__@O"FR44""/+#-ZR>O)@&9"$40 M<$<"[SPC!!,P/&+(1@4DL,5^$%*GA6\-@`)%`A(\HP<9C_2&G#9*I$=#A"0* M-\8;.`AA#`,_M-",`A?0]P<`/UBQ30@)K%'BCKH1L*`Q:/Q0`3-<)(#`)@`P ML)$%"2S!XY.R:=#&`\A(\,-3R8QA!`4";"+"=]O`<0>49*K6P!L=*(/%D,E( M\,9VCS20AHK::)``%&7F:5HD$2@C93)%P.$$*`#HL4T<%\#_<86>C(IVY@#* M]':D,320P>$F#;0Q:39GO%)AHZ!V5D4"!"AC`A-]'!-%#Y9MLL$/:&SSD).A MUKK9#WTJ(P8%QCQP1`V@R($#K]KXD8`;8]BJ+&8_7*1,"&H8\P$#76["QAL[ M;-/!0LMV*UD7/RQ30QJ?/C)"`I!NTD(/7FQC@D*4>"LO8PW)B,RY-CY2QP<6 ME/M'"C^\L$T%"1BAQ+P()^9"`EK,,%TQKKCX2!!OF`!*``FHL(T/6"3@;,(@ M%W9$`C%H?(PK\'^(48"6!8C1P(ND-`#`)N$P4NU MH)AP`QW3[))`M!W54:K>F$-C`!.7_O&!D<:X4@043$B\K21&-%',%@-P,4TA MQWFD1^"9UZX,`T=,@>E$`#Q\K@P_*/`''>D9$441?*0!A#8*X87Q""#,7&X00:,D*X(I($"[*1$(K3F\(:3""3I:Q@C=(0`QI:`8% M8`$*`1@!`W-41GCL5SF`Z<"-MD.#%T#7C`MH@0%CLF`;0+$")F%M&0OHP0(] M,H(WG`V1F#MC$@*IC#C$P`9DX.,R4`"'3+O6F`G4L`P3_(2!`"<"1 M`$TT@T9FN<'(+L&,"23@".O;1@,FU,N^$.!ATQ0-$XX@L$C5;98)8$(-](>, MLJG(-AF+``#B=8P;:B`.?JB!40Y`IVHT"`6/\4L./AC/9]@!"#JX@@[X.1@1 MYDP91+BD!"01`X58``G*L$$"A@`#+'PA`6VPP1?2@"=C3$$A:9`!$/AP!`[@ M#@Y:@%LSY(`C!@BUHHR)0W]@4($W'+0PY3C"48LA@D.FPP@WB,,$?I`&$32T M&`2+P1MVFH!%Q<$,737&2!,0`BS@P&M_6$$UW1`"BC8#%4Q`*5(O$Y!2";.F M@T'!UII1@`RL8$!Z^!05`'"$-,`@#/>+_X(1$M`#!S0`"B[\`Q:[(+1'B,$- MJ$/`\T!QA8DXTAD+^%P9X+17RO3U#PY8"`DZ,`$7M0`$#JB!"\8`@.?4A0=O M8$)$F^&$O]VI&#+H`/G2<`0WI$$A"7@;,N8``B-@00PM],\%L)H,.A1`9F0( MPPV&6PPA2*$6+&!M:R?3A#2,P`YV0H`#*$``#=RA`7\C`PPP((0WY&LN=4B' M$S;`E5@Q0YAPN-\FQB!0&V@``%K``<]*^`&D8`LZ\("( MIT```)P@GTL@[WHE$Y`/9``+(/B#!DY0XC3LH1PQS@O%$E`&@9#,"5-]!"JP M<`]F+(`/?'#&$_\R*(TII(`)T%6/))CPR16[EI&/H$`*',#E!92CC'>9"`RX M_(0;7)`,0#@J/D/0`R4J0Y.D*$D+O'"""^``!5$8CY4U\]I-8$`$CWC`"'8! MYKH8$7*@$"$C.`@*!'1,23/0PA$*#0K!]D'%>Z:->I_A!+:"HD$$"$`%HA`' M(Q3@$;QUP5R0``C"&XQ0C"IX MX0UON("Z+X#&,1N[3,4.3&S?@.QHU($%UP:%#YJ@!6!JH`:XL=T8%N#_@`6L MP`=$X++"%\[PABN<`#)HU;LW,8>)G+HQ"]`)#5J`-Q,HP04N6``)'!``(EBA M!0%(N`9G/_.8XSWD2@P!?X4(8OB(`) M)\#!S'O`!S)\00TQN$`2CH"%5EO]ZEC'^@]^$`,WP.$";<#"NF,@]G6;W>P? MN``,2F`#'%P@"`BKH0/L5<,_>(`$#P```1!0!"$DQ2A+^+O@!V^4\##L[Q(` M@!B\D!0)4(`#>!!!X2E``1;\F?(P$`'E]ZCYS5,@Z)['0=#S<`0CY,$(=WBN MZE5_@=6OOO6KQP(6GLL'"@``!U*0`@7Z`.SN>__[3XA#'2P3!T3_H?P^!$`7 M4""!$DR``5*P`0>*TH?<2\']]L^__O>__PG@0@LJD'LU$(`'$`(%``(CP'P' ML`'.-P`)"'W-]P`WD'Q%$`$N\%43MV>Q!@6DE($>^($@&((BR!?:-H(F>((H MF((JN((LV((N^((<@090@`(H<``#$'";@`00``$/4#>@<`-P!8,GZ`'@!8'!Z`'3"`07D!MO)@<0?!#P!EO7`7$``I*P=0KA7^LX'#[R`^^H$%:P!]O(5=36'S\`!VTP M64:"?4#")$,RU`C']0"`3U!V3P`RNP1:VT"0R`!313 MD4Q0;PL@0G!0B"W ME;F!`$>@)%43C']`,,6X";+@@U@$`L;2.02P"%-0)#^Y":9XE\B@:%(&`ETB MDBS0`\$$#A'AE(W)!`U%`4\)"JYP#I"9&SY"F>>7_P[+4PB9^0A0PBE')$X`,]YB3"]%QM\#E9A)&->0<^"`>=LPFND)"] M.1L=\%P6``-]T`8P91:%`$S`9`-9P`[.M0ETH$`*L#,YM`DO%0%;I(B+:`Y" M:0N@T(9_8$X-Y2.`-@3+^`=2QS@4P&S%@#'`F9ZQX01J4`:)8@1K)T03$HYI M(@M6-UE^Z0H7(`92,`$7M`9",*#%($PV\`(!(`#;40=2<$A`R60"``DIN;(%B/J:<0`K4`<>P`5<(``?-`1F0``$8`,H(`50 MT!Y>X`4HX`44(`(V<`\N0/\!6.`&?&`$1F`!,G$%=$DHJ),&:7<`._,@0`D` M`[`!4/`Y47"4>;0)=01H`5%!MY!+CS`!:0"&`)D&>`.ERB('$>"#CR`$7Y`! M+/`%#(`#0=`"?.!FCQ`%`H%36,`"7:(%A?H("_`&96`'O[D)KRI&?T`#>9`& M)6`"*T``Y_B(E+H_=?,$DWJK&?8'6B`%=8`$#+`I#:`&:0(*#U`+M"0))1BL M*+@`(,`!&"`&/&!7V!JNXHH9*,`F>8=J!4`"R`<"!S`>Q48"NSBNZQ4'"M$G M&/,8/%!6VZ@%<#`_%T`,5[`(2=`>0A`#<``#%$`E4S`"<<`#!5``(?`$7``$ M(A;_9/+:+3S080)&AP!E?0:69@`1A` M`"$@`220`19``!GP!NT4`D>0`C&@AOWV!T[`!`9+`77023EV`>?S!UXP*%5` M`1<@`L!4(1'``35P,"M0`B60`5M`;450+98#3TJ+&7+`!!W@$P)@M8]@`D8) M1B;[`C_P;P,`!S50`T>[!%_@:.,QMER0))N@!6Z`!@S`_VB>XR1UD`0?A0(E M$`<^D``;@`(L4`='(`938`"`8ZH_>03_XXT)0@1Z,"!O,"<=,#()H`/D`0I\`C"(`E'(*$1'`.; M$!YIP`$#=V<8$"TKT&52T`=+,/\D,:`#=-`&99,K0,`$5+*MFP`%8N``:<`. M:$`&)/0]$_`&'&7#DK$`J?0')(`'>X`QR#:)(NP`,6`Q1%R_DY8"@-4''-`$ M%R#";)`&3T`!&:(!<"`C#!`&1;`$@](#EX,"/;`)<4``$O8!,W!G%$`*6K,$ MNC<#FA#"3Y``5K`&T>H")\`.#,"082`"!I`&!8``.^LZ;0D';"#(FG$&<&`& MCX`"H]0&/5`!1]`%=N"W/T!MD6QW1Q`$18`%`C-+)H#)C>R,%#`!]MM.S0H* M%Z!$./`Q6T`#/&$$&X`!63#+.^$!6#!_%(`&1@`$(1P0:]"XYD(L3-"%84`! MO2$+\/'_""_P!N4)S91A`'W@6P8003?``$R`!R+\!QNP!F8!`JO\!W7`!)#" M`-)F!'CP!^H,6W"P`A00!B60`!T0`4W@!SU0`Q%@!;!EAR M`@B``0/@!'R0'VI@R[S2`2?0`Q[``D80C!?@"`]MQ?/S!W+;!&\0`$%0`D:` M:/^*T:RQ`.WQ"*+U!PTP`2G`FS>``>P@!#^`!!DP`K.G>@6`LY*0`ZUW01FB MF6J@A65%!AJP`V_@!-'+1;SRJIE\!/3Q`#W@(E_]!Q+0`]DB`&Y0`-+\"#ZB M.BL`!S7,UOLA!X]A`@KW!P:@`"C0A960`7#0`^3`!/?@)@*!_P,:(`46$<7 M@`"MJ@=J5`*&TC),X`8HL-4M0`!/&3^JXP%&,)VJO2SE0@4.8`(+(*5>\P`\ M@`;21`"J,P!%_0@A8!MO4"H;$0WT,0G:]W7[48-,`-P$@?UA@F(5@1:.=_^ M_=\`'N`"/N`$7N`&;AT&P&0S00`8R`RZ*`!(X`!HX+G)L`)!4&]6Q+ZH4<:' M"PK_)01@S+AOL`2DI**V\75QN@T* MMFT7P@$*H`!\<`(R(0T%P..@0`=+H/]GT-!I)AL,:!G/L`''*21?R`"29`ML/T&?/H($;`'8(DX1##!V%``0)X, MKJ!G2H`#1T#A:N$C>M9I6>#F<5:<87@`W1MO?F:A+1,';PYK^O,$7_D$'A!1 M"]#-S*``;_!J!D`K#``$,J!,F\`"6(#F?E`W:=!&(Q)2$N`Z#:`#!.``2T`$ M<]`$*+`$ED$$2U`%"``")EL`=U`R.T`%]Z<`[.L*C/D'%=D$=F``*3#,"(P`0V@:R407C."`VJ@1E20!X&Y#%')HQ>*`0T@ MDD2O60E@JYN0!M-HU!2@`5UP!`/``YKT`7"PK1BP!"=0`70P$2<@`EWW!`.0 M!A>P!$70!UTP`$S``A+W!ZYPV'+]`P!@`&H`!&633N$`)5:%\ M':$8(G]ON+D!CI!_.'`,CPI%"4YU"PU'74)URC@P8\`7,G\`:0^]3@D,P-*D M$$4N%)<$(9:`^M,A@8<_#N#T(9(&5Z4!?_]^<)!E)!0=([Q$54(@RD$"$!3T MA-(7@`P`B`D*_!%C),ZA/7\BI`GU*-*;#94NY5*9YB6*A:)(`0DUY-\A#-)B MS:IU*U>2-`><:=W*M:O7KV"7-<`"P`N`-^$NV,"F+0'&7%+`A8+CJ9%0T<@?5/"! M1S`"B8+'#S/\$4(,/D@22G59#6"$`0_\@$L5"03Q!Q89$)!%&DYXZ,89O6S0 M(@D.G$42`7`4X$`26RSP10ECW)#`9%[\X(`)/>!@`@@);#!%$CT\T$$G*Y!! MQ@837%`'%VE4@`8,H8FR@Q<)2$"`!&N0\4`!"7R01`(7@'`!%B0HD$`75,*P MR!LV&$+>H8@FJBA70L`Q@BA*LO!$&&DDQ`0?-)3!A!-1)/"%#W;&HX`17:BP M!@$@)!$`!R=XT)T!%T2A`QPN'#-!&UH8$,`$(JQP1'&A;!!#!DZ$@$,9__CX MLL`$"<2PU!\Y?-##$CT,L`":'#PA!P?#PH`"'1PDH$8+#*31Q0(`&/%!"UOT M@`$93ACXQPVSJ/%%&2D\^D<#8?:@P1,&B%#&!AU@T,4?*6!@@P(&A^`%!AI$ MT04&!W"`P4`+2&!!!>J5@$$&5&"`P36AC-"%%E)HP,(&\?P1AA13E#!``1,L M00,(2^284,$%##1!QQ\E^+)"""B@ M<$,P=$`@N`FB+&"`$P\%+KBA.D``V!^-YP!Y#O]#W$V$*'5`<'N^NJLM^[ZZ[`OX_8&L==N^^VXYSYZ`R$TP$=6N@Z)P484?$<@0@1^L M4`#Z].RW/SH!@@O^Q%8K3&"?*![TK7_?WCD#``5]$`$>*)`2&HSG!60X@BA, MP``,<*L*0')$!"(HBAHD@`E2D((:$C"#+\3$?2`,8=`(T(,?:&!N72!<,ZJ@ MAS10010AZ($4=,0`*>`A$XP`7>$`8K'"$! M/4B`&((A!:28X`)IX,`''E*/%=2A>KU@`!D"T`1&_.&2)>`#"K"`@3K0P`AB M_[!!40CP3C=T1Y48124KQ]`')ES"#AFP0`0DP`09Z(@,H=""'DS0"1:DP29D M!$8"2*8#/B0`+02XP,$4`@(!)$``7#""##SP&&#(410?>,E!=/@#VADA+AL( MP0K4```/A,L)%AS`#NH12*1@(@'IL$,Q/F`$"N0!#O'8#!#2(),@I&,"2/L# M"Q)0!S\!*Z-X%2$*TI`$-P``D#Y(`!?^4`&*$"78(1F*"%%1"U&[XX*DQV6`90.,$(!(!".'L0!^0YCP8+B&R'A%%/ M42C`FG+X@$J(01_T_<$?'A#DLRJ2@<1^.`%%F*YU5WQ=6LC@!Q4PQ`$2H"]U M/D0$9/B`3&Q+@!?XMI<3`J9E0[%6"(0"!YL8@1&*0`,"6"$%)_FO45\3BL^2 M+`\9^(,)C'`8"Z1AGE,8UAS^\`4"@"$!M:K#%@`JB@J'0@KAZ$`5A<&`/+0L M%&[UP!6^_`$#?*:!WGU(@Q&B\`<$_``+",#! M`5KP!3C`82VRB($@>B&!+YB<,"IHPPFR20-^R"%9H2@"!V(Q!C-$@`,"$(`! M=F*]_PA$H([DBP!U@<$%!_BA5FIB=95CT8L'%,$71``:O*=N.Q/$0W+>?D(> MBW#*4.0`#E,HG`I%,8=?;H7-B^*/9:C.]K9W9008.,&00?B$`OC;[7C/.S*" M0`$.*$'O@`^\X`=/^,(;_O"(3SP7'[*,&T!@CXJ/?$8/@,S=JKGR75]!"L3@ M!3`L(`5]8(!,5%"193B@"PRP0`E(EHS-!8,":5@#'2+>`R18,0W:*(8/#"7Y MWAN/!WP@(`YB"NL,!:Q<**>`%^7<+!W`!OX4&48`#5F``7Z`%%M`#)&,"?)`$ M9(`"I14*;L`$=M,`1#`#U!0#'^`%?"`&6.`%0W`!<'`!)/$$%O4#++``;I`` MX=0+I(`81I`&0^`(@M``;4`!*2!4'N`O.'`$!,`$T#%8(OB&N',$D/<':N`B MO4!4/0!)O4`$%9``!N!6A&)OW_`&3D`#1]`&P!,LU`0#7?<8"T`E;K`$1=`' M+\`00`&)V8#)L%THO`<"(#_`"D0`R40`$DP/V*0!&&P)6D``2?@`C2@ M%QB`!6@'A[;8.JKV=Z(``@S@;J.5``DW3[U@$ERP`G`@3)70!)U8;[+A"S/@ M&&_`-G#19VE`.SN'`B4P`0!@$A8@!1T``".PC+T0!V3P6@50`64@`<+X!110 M;02P`1Z0!%A0`>B#`6[@B[>8CZEC`QLF"GH`@!W/@!6[`>_IXDZ;3`&\`@F-!`+\@9:Y1!F@@?E72`#V0 M9BX!H(X``'P`).4`)R(`E6@`$QX``@B)-V230(X%6)P012UPLZ$%TV$5DG M@",F00!Q0`'MH2-9\09]T#<$<'<)8`-`TP4G8'OW)@(#D`828`@:8"YND`15 M8`/-U@9ML`!(4"=]$!D[A`$]V`!D`%9'L`(08"XX@'^+YA9WF9M$LP1N%`HE M,!"^X`)N@&-BE`TBT`,CD`$B8`-<@&,O8`,B\!Y,@`,B@%YB)`HB<&I8,`&G M1``B@%7>^0URP`4I``"-8`B+-JB+OJB,!JC,@IO#>`! M"]@5=0``=S4,:!!%HR8**X``!,`/)O3`%3[H$&SJCA\<#$S`!"K`$'%`"_44T0&!R9%`&66"3S.`#/Q!JQ;`" M'/>!=&\!E:8`".J`!=9*6'X![7]@+'6`$7]0+"O`&81<*4W`!,!!/ M:L2EBN<%6M`$&0`FPJ"D^`@L6@?L60!HP& MI`,'/!RP%NV56IL0!$?0@[X@`H>*5$NRB_$A`$R0!AQA!`'I@`'C`!`HP`T:0`&Y@62RP7WB`CW_`;+U9!VZ``A$P#G@`5@^``!5Y M!P\``QA``7=``F+`!&N`%Q105(_``5@@C0%Q`,GQ!\8(:$;6(W>`)W"3`,_' M2\&@J[Y@`04`_VC/T@MD<##Z&GGU1!@:H`8Y@``T,@+4Q#QG($-$0+,#P"PG M4`!-@@9/$!,+L)0TX`!&,'>]8$'.>@*T@0$)D&K!Y`C:,`-I8``Z00-/@"4! MX`+LB@`'H1YBD`;+V@MSX$M'H!(E```*(1.BD)>HF@#O9+/QNJLF@`4>,`1& M4((,<0$X\K2*QZ]5Q@VAP`(Q(`?6&@J<%0H+4!1$Y9-<^4)I``1RD+-_8`-O M,&&]$%F>&`IK0`O<9`B]R@#:(*4DN!H4L'8(D1E_(`T`YPM/,$@:X"1&0`0* M8;ES0`%?-%,,<`31^PM&*PHMBP-IR$&==`26*[J')P4&=1E$5!T.D/^RLX8= MH0`#,+``M48`A<`)`9!:J:$0?2D*S`:1#3"<>-.]I-$33\D&S'8)RRL*R>:\ M)N%]O5"V?S`#;@`2!Y4`SCJAQH$"#5`"T%&TA]H`^Q`*9=L-=7`$U%`'U<>^ MA$>Z?^`')_%&;S`&V1D*#<%T#!F[?\"_9)L&WY`&X;`$T8JX(K"3HG``NZ8` M"BP7)5`&=A`4A\"\"'`&Z948M180/)P`Z*,0+X$`&%$'3(`]FA"1HFD!0R<" M:.6;&M"7#+"3),``:^`%>W`'J"K#A+8``#9`"6,!)-)!C M'A`%/3`%.9`&);`"$D4[:6`!'.`$<``%!*#_!MBF!M78"W[P`5]@`!X``C^` M;77<63-P06A0`EB``X"&`T!$`4#@!C&`(S4@&7]0`7>``C@P`0/L;07G!0M0 M!1?2!&H0`T<@!!WP`R?0`]\@!'B0!#'@DS;``&V`!>&7/D3T1`R0 M`1-0#NBL+WP\>$T`@12@0G6P!Q0@`K/D`!7@0.*G!1-0`4L1!1F0`5>@`1C@ M"3;0!8^R`2(#`&-V``KE"P]@`V4``Q6``/'0?5(P`KHD!2N@`UNP!0V@`%(@ M`R%P`P:008^"`%HS"E(@:Z+@1QO`2_Q@`E8P!0$0#U80`*=4!SZ@!#O]!P9D M`GC4"TJPK>M_=5@'=9B/=9D7=9F?=9HG=9JO=9LW=9N_=;38X=P/=>(4I=T?==XG==Z MO==\W=>$1P.ZZ-=M-P9<\%N,$@&&/1Y%T`%V#5_!X``($R" MC2@-T`11U-E#:@Q($`(`$-B+(@GXUQ5%$$V"=0PU\`/-!@,/9P`%*@S`U\6^ MH`1IH*JAT`=M4@PLP`*Z'0HVP'J]T``P)PPRP+N930P=X`9?D`<)0)U&0-S` MX`-4,`+#)UK,T%Z1@`P0X"(-8`4Q[`P,\!)F4$?%H`6'N@1O\%[%4)C`0/_" MZOH+#!D>$@"GP_`[RVT,&!`+/.#!01P2PO"0.9$&7:T,!W"M3C!GPU`'9#!R M8%$4RX`";_">H<`L$T8"31!D3=`$+4,*/ND+=?`#1]-_4]#A114B`M`$M/," M4.`\&P`\3D`$`0``E>@!30!P$X`!)7`#^M`#)=`$6A`$71``".`NWR"W29`( M'WH$+"``+-NT<*#!N"U`"#'``#1`&[]0'<]6Y0V``)=`%+-``"("-YQP%`C!7%\`&64`&8F0" MV>P%-3("Y8D!#-`!!_H'`B`%.J@7=3!\:Y":,5#_%\5P%##';!6P`"R``Q5@ M!`@@!!]0`=KUA=6!WJ'0!##0*=W&"DFP!"3,`2#0%VKP`2:4`;'5`/IPBGZZ M?11P!'4P`4:@#15@`3>@!PR@9*Q):TCF)P:@!V10!X4Y!2&`!3,``7Q@;,-7 M`B40W'WM#R%^4'=0%CU@V&?!`02@&`*%9G6@!A/@!&\@!O+2!V20ET[@`AB@ M!CZG!B<0`5.P!KH2`Q)0`$QP!"4P5R:@)!J`Z&^P"0WT\%5B`'=P!`.@`6^@ MSOG0`QX@`[BB394R/QU`M,1P%#\J`&]P`@!P!%'P`CW0`[8ZLFF@B28!KZ$@ M!S#0!-FU=GB`@G+P&/SB_Q!70"IRL%XR(`=,<`(T,/0E0!TH9D60X`4BH`-% M(!/D!A,R00(`,`3/5P1UD`8#0`)8<#\<\`8K@`)"M=^]@.6A@-N0>P$8,,#X M5>#S\P,14%#S/'"\JP$$,`5IK`66T1-+<`39('$+0`&AE@.P8!*"$!%Z<<-_ M<`<`T4"18-LDT`/`Z5)CE@;7F0PJ+PJXK9)N@'I0P`8-\``I\`H^"=^],`2X MIZL)H-1P`!FW+VB@L`!(UL%&YB[&$1>5\`VIUV<#AP*KT`,O`=]QD`5K,,=/ MEP;*6,(=_``H,!ANW\1=S&Q,QRSJEP8NLK<9T>=EX`#FOZBA0`5Y$+.;\"X\ M`?\)2T`!!1K!@25T"1#Y(#H&Z;`;M``(#!9_30E+?X@1"5^(``DF?VD=B)25 MEI4E"1"4+PDC&#`"B"13/PI#:01_#@FJE345#@Y7,2>("5*(/[E2<'\K'RA_ M2V\[?WP8M[F*`7\,(G\(2`IO27]8`*NM?TY'<0`]-)$;2$87B$L)#RAP#I?O M\/'R\_3U]O?X^?K[_/NLK@$2%$`D)0&)2FF:_(GP0Q<"%%AT_&F`00BE"V;B M)!$&P`TB!A2&'5GP9T&&!A08_&F18``K!:O@H!B3X``B"AJ229@NE,7E4 M_NF(*$VV?"5BT$$DI`>9,6S>A/CU@4/(3JK^6?+2`E'_'`EI2%(@HZO$GX)_ M=&`1EFY3BF1_<"U,T(P!BS\7@$0[EX1%%*TAC(113+FRY'09P```0DT3"DS]T4J2!D6I`@CPIO''$"WLD@$(= ME&2`!0*(U)%!`GP0L4$;;J1@1!XV])#`!L2XX0`9;U1DA!$@%/"#$3=,<`(9 M-ZR1Q`@EZ*''!^9)D00'3E"P_X<01(@@0@@BY%(!!5+,$08>#$@1&P<`A-%` M9E!&*>645$[&@P@)B!`!(EP<44$*?%A4"19&B,#`&TX$AP4-`&"1!@Y5_"1" M&C*V441X?'`1`G<.@-##!WW(4`4#?=Q@`P,^3L\<8<=^SQQR"'+/+())=L M\LDHIZSRRBRW[/++,,M M]-),-^WTTU!'+?7.4UPRPZM39RVE#QM<-H,&2$0IA3B(/!'"DY4\(`495%@R M1P@G:"!#@P=S MP`\GN/G&!5CH<8EM0E4VPP6*8^:($X@HEL`9E811TPJ7#`"'#ATC"![A(`S5\X0.V M6`$&*N`%/EBA"4EP0R+=,((6M"$-_R-H0!#&`"1WC#"?A0CO;4`P5\ M2T!DSF-$1&AA/R@X`JHL(0+D_`$#YT!"'B[7-D04`09'\`$\*."%2VQ@#4\( M@%$0@8$C("(%"7"#%MG(P+%00@4GX($!VL!%\'TI`$TX0@TR((8_#.`"4ZC` M"<0!RP;8X`#!`0A!VD(P``P\(97DN&*1+CB/`I0@:4D('2;.1\* M+N`!9V@"$2VXCQ,2P`$II($L=3B!&Q(@ACE,<`/2^4,P`Q"`*^KO$AH@H#"/ MTH=Z-@`&$K@#%M;(S.M1P)5RZ,)G*L""5X'O`AHH`*]:D(8M700N"CB=%`*( M%E9PH09'X/]5!-2#@<;D0P1)H``%$L`$TOVA`*5T#$'_$-0EX"$!8.7"!R-@ MA6'VX"X$$$@E%#&#=(#U$!`4'B($\`9D;<>I@OC#![(Q!0.UE(U.U"@?QOB' M.$""`258`1SLM8('I`(1#4`@`Y9BU%X0)`':X($9E\+55^Y!'U&0@F@3H`$> M(&)^YPM!#(CPAP-L2``!(,(:RZ`'B\!!%7/HP3DH48"+ORXPL'\HP1'N4X-DY/4+%Z""(,V`@Q-4009DH$$7C%"$/V3A M"%2H)"*\($%65(&G)7!``=9@SS$@H@E=P8'@"`)DBD`0"(`MH\L(6N(6(%30#`%6UT!@2<,`<0..$0 M((`@#T`@!P7]0S[7=9]%VQICEKVUKJ-F(@(<)``$NPYVTQHP@P$`5]C(3K:R 0E\WL9CO[V=".MK2#'0@`.S\_ ` end GRAPHIC 41 m62094tom6209429.gif GRAPHIC begin 644 m62094tom6209429.gif M1TE&.#EAF`&W`>8``)63DK6SLH2"@KRZN<[+R%)-2UY:66UK M:HB%A%5245E552TI*7AU=+BVM&QH9CTZ.:"=G'%M;.KIZ+"NK6!=7&AE9#8R M,N?EX[^]O,3"PI>4DR4B(HV*B4A%1.#>W@T*"^WLZ]#.S8!]?$`]/#@U--K9 MV-'0T!82$];5U.SKZ=C6U=[=W.CFY=+0SAT:&M;3TC`M++JXMQH7%^CHYJ.@ MGMS:V;.PKR@E)=K8UN'@WZNHILK)R,/`ON3BX(B8J+C(V.CY"1DI.4E9:7F)F:FYR=GI^@ MH:*CI*6FIZBIJJNLK:ZOL+&RL[2UMK>XN;J[O+V^O\#!PL/$Q<5WQLG*R\RO M-CC-@PT*U-0SMU\J"BI?1='?X)P?<"*#/8C>P'0,'6`,8CEZ#;1&26,L8TEN MIS5(BPT&-*Q8N:)#D.##`Q*(*6"%2<@_"03K$%R",8`OA5:T M`6,(AA$R%'!$2$"A]!)!`4J77O%EBVH*-U90.$T(!PX*6[9`61%!!XG::Q[` M^+-FS9>=C`PX4`+E1)P_3P0-%[1&5A@0;!Q`:)&A^K`57L3`83"(!9L2@B+$ MD/"'Q!NA=+`H6=/F1/4A5OY88?^'!A`*?W#PU!\CJ$!!##+\L0(*%QA210?( M_2%!"Q$(4@-Y;1"@X`M[U$&(&P,ZT`(/?S#01@I_$""A$U\L8$1&23`1!LJ MT%"%($.TH(0@'%P10`P4L%#%$&V4=L4&00!684\3?(&%_08$," M>TB!C`(Y7"&`!U4,`,<$`NC!QP!_!-!"%5S((4`:$@C0PC6$3,!!&;\-@H0< M$`C`00U4C!'#"1R)\0<2-O"AQ1Y`#.!!&S5(D(8)5K#A!2$9\.&"!S'P<8$7 M?(AQP08*/8`!!RZ$((`$`IV!S")$"#(`<]AX8`)1ORQ1080T`!"``%,4`$= M?^"`@0GG_$$`"X.XD`$'`IPPP@@GC%$%BE%X(`(95VE@Q!Q_J*#!50*(D:`@ M!,3`;!1M(#&($=,)8@8"&FB`1`0$%"#&55>`V\I*.@"1P2`@9&&#(%I@`80@ M'>3Z`4%_7``$00KDM]__(,<&Z,$?"VCQ!P5PI'-%#!'^48<0>PT2PADOS'/A M'QD*\D`;>`WRA@DI&/'&%8(PP(8/?S"!3!GE\#""AB:FT("&?W3AI"`&%-%$ M&QP[00#5NB+P1P?,*MA&/6`@3#IDXQ1\_=``T%>@!*8@(;?P&+0Y,_&'5 M'UK4/0@#7G#!AE""J!`#B8*@`.`;:%;PAB`@^/2'""HD_<<2!`F1`Q6"_!#' M4SZP0><(2Q@`QPN"4"``$TQ)D%\-="J211M3$,L!CT^ET(?6?Q@!`AX4T"P( M`F*/L.(?#;1P6@P$%)'#'V^09R%Y<.A`0!E=9\%!`V*@@+NR,0BU!1P"#,(' M_WJSGG#!#`38$$6`#AQD`YJL_)###S]T#4K M&.`-`&""Q:0D@,5Q(`<=``*S#C2(%+1A!83`@!'&P!E!G`$!?1C!'UX6,T'D MH&N">(,00A"#"O5L3"!8WA_T4!^@]>Q$THB3%`CA-RA=C0%,<`##MO<&OBB! M#6(CQ``&AH088(X**&```QS@#[<)PB)SN$`%!G$W0YQ`5GQHP0$$$8(L$(($ M7YC#Y>A0@1W^`03KNX%9)*>%'<7@!1`3P@2>0H<6-$%7LB(`!&*`AH^%3Q"J M(QZQ%@&#'+0A!(6AW1_P2`@#T($"%=G"'^@EB"T``?\.PZ'#COZ`O#\4IGF# M(*&&+O8'#$S@#W?X@1D&D2Y!Z,$B@E#`H`91A0XJZ`1_(!/Q?M`Z50@`!`A` M@`#:$`!!7(`!'#@!&M!`@`8M``C-%`$-_O"`_*#A#2I8X"`$D(0`/84+$XS! M&/\`A7810@ICR$(<,/>',Q!@!G`H@2H'(044,@\$7XA#"";"`/^%(02"^((! M@(#*$N%0$!`P0!CF1\LV^+`-R;S`#K:&PC[#!A'AF MHC>\`0CDB0$`A%`$'(3`!$__.4`.4!""/AB*`%8H`?*\-(A$/N(+@WQ#?LRY M@#AT30`0T`(`*``!CO0``5K1#Q-0<,A!E#*%SALA]*27`]QEH`9BJ(+':!F# M,ZA!"KD2A`U84(8?('*M!*##1NG2@P#X4A50A-(<0H"DB#&``#D`@QV8((<_ MP*`,LFH`!<1`@?S405#B_,,!Y`!,`?T!#S`8`@4%H8$<0&DK&Z#``+QPHWIJ MR`!E\,)O2HB#-L`OA>^#N(* M(U!-_POR:()FL6<),0C#!A#*N`HTX`FY,M$,4J"!X<3`#FZHP`24X%L+JB`% M!H&,!O"@!2#LJZQKQ=%A=CR(^_YA!@Y@PW`$E*2N^<`&')`!!41@AQ"\``$` M6H,#**"!Q1'BK\P+[(76`(*HM0$9$,('$&""%\"@`5[@@`Y^@`$6B%4)*HB"%,CWAQTX0`6"$(,4 M*B0$#`93OW=@9@JF4(,-K+,]-]NH":2@%1.=Y@=`*``(D/]AA$LYU+P?:.X' M"POKYLP)"0D<)O`M`'0>Q@!#QP6WR` ML`8S>,$"7'3P;T-@64%X0`KD*4`+;"@&]B1M"U+``N->*1(72(X.+'A`#/Y0 M@1:0SK=M)<\<5I.?+SA`"GTU:R,(+`@=E`%`O@W!L"1I.E.FX04:8L$>!-.H M*S,MRX.XP!)($`,=8.!@@LC"C7@PA%^GZU6"P,.HK'"!,Q#K!7V%XQ\V$+X4 M",!?J0"`G1@>!@%9+R`+*,$1AA`0&F@@(`&9@`Q><`8?!T`$+.@"VJ\P#P]< M`.T<0$(-T#Z"DB7@`ACX@QU.P('_)%SA#>=N]07"\((7M$`*%P#`]0:\\`$&D,4,1FC7%PH0@P0PX`)Z M8,`*0H"``-"(`1I04DYT!&J066"0!230`W&`!`PP`^GG`0,C"&[05R&P38Z0 M`P`P#V%0!H5Q`4\1`/WT!W0`!D_1P`#:P_UAZ,"`BL%CA$@/N,@A0)`A%$`-U`P`=$!UOY#%45W*D$P["8`:T MX6Z#,`=/X(+(,!QSL%$[T0#]M0,[T`!V\&DD$"^&\`5(``)(@!D+($6G,0<, M4``!($52%`%B0(>CI"!QB!D(L`(BX`_N-@(*$`5CY`,@``4B4$@*`@(@@`9F M4`2,"`(W0`>^$HF,J`4PX`&6B`"::!9:XP$8<"H"P@$;H!%*<`$UX&-,T#40 M$`(AX&.,X`59``1N(`1UHP4=X`;E,`07T`%JT`4#,`-)P`?3$04%D`4M4&82 M\(M_4`02\`9>T&\`T`(8(`0VH`,PT`5M4`4^,#U9H`!)H`8@T/\%0&!K"1`" M;9`$LJ);+R`$YQ`!+2`$`S!OC-@"%9`"26`#C%@&-0.%_OB/QD`"2D,(6`=+ M:X9TOU4'"]``K](`"`("]"1 M$X$'*;`""M$`:381#X``6^`#=>`#](,$*A``!0F0.)F3.KF3/-F3/OF30!F4 M0CF41%F41GF42)F42KF43-F43OF44!F54CF55%F55GF56)F56KF57-F57OF5 M8!F68CF69%F69GF6:)F6:KF6;-F6;OF6)F7>KF7?-F7 M?OF7@!F8@CF8A%F8AGF8B)F8BKF8C-G_F([YF)`9F9(YF919F99YF9B9F9JY MF9S9F9[YF:`9FJ(YFJ19FJ9YFJB9FJJYFJS9FJ[YFK`9F[(YF[19F[9YF[B9 MF[JYF[S9F[[YF\`9G,(YG,19G,9YG,B9G,JYG,S9G,[YG-`9G=(YG=19G=9Y MG=B9G=JYG=S9G=[YG>`9GN(YGN19GN9YGNB9GNJYGNS9GN[YGO`9G_(YG_19 MG_9YG_B9G_JYG_S9G_[YGP`:H`(ZH`1:H`9ZH`B:H`JZH`S:H`[ZH!`:H1(Z MH10J"0L``4)0!AA``"*``%W0!=/RH16@`@(P!@3@(8-P``+PH0'P`Y'E6DQ` M`,LBHS**#'?0_P0RF@YU0*,\T`!R!I0^X#C>R031M0(G*002L`#QUP8)D`(( MT`9M4"YMD`/0L!5O(`>I(0!P(*0W8`2.1%M:`*5"5`#H`)/^),TT`'IT)U0.CN&H*<` MHJ=7@`:Y2@)0X$@1B`B(V@:`1@`A`(_I"%;($`-M($1%602>!YY0FO]XA6"L MH_HLV[H"3A`';9!CAQ"MY$$`*S(%VFH#>N`AVNJ#0PD"-7"3VRD!;<"J>P.E MT$"N5=`&<=`$B@IHY!JF M<#`#@D9>>Q-)KRJMRL)>?R``93!Q39..A+``/D`"3B"IY`>0=%`#,P`!-0C@`(!QK[!6(`I4QP7(>P`PL`?(-``D\[4Y!@!3D0`VF;"PV0 M!E$`=>99!`00+S(L_P.$,PA)L*YEI2$Y\`9C5`=>8&N"8`%3ZD*)8`=SH+H2 MT@8,]@@E$%T8X(*XH*DP``1!.)XL\`9GX,"MUA!)4$Z$D*@Y)@$:DJ@Q$``- MH&"$0,0YH+X'@`%7>@0#(`0"D``<8`.`=@<($`=[@`),W&HTD`0N<`%(`'*H;*VL`5O4`0UT+_CJ05HH`"#ZC4QX`#!FT*@+"%,,P,Z1?^K M)OL'J)PL@J`$;8`"3,`!<'`$'!"E%B01&/#'_LH$7-`&&,`$?2`$'F>F)#"] M/18"1A`#CSP+'J`'=I`#@$B>!F`#WT0U<^`\WPU>`0`+K``Z)B'AJ`$94`%$J"P MM("#*C`$4N"VXPD#,9`$=*"M?P``3H``*%`&P?H'-K#-0B`#59PGV?NBXMP& M4K!.#R`!3?4;30![[IR.!]#.+,W$5U-AQ;(#Z&A>A]``4A``![3(L;"BFC&E@VH%(&`#/W`">5`("0`'&Z`$*>`!S$+_!SDP`3J0`H<7+SL0?U)P M!"GP`TEU!XWZS%(``Q?0!A7P`Q%-`VW0!5N0!&6P`GC@N!4@`D*0`D_+UH<` M!E'P`$)`!K5`!S;@`@U@`P%'`I'E`UU0 M`DZ5!6:X`;:'`D[E5.?FS-#X`%CP!FZ@!GS@5`E0!R`0!UX@!&_0!0>``(2; M!*,A!6^0!HKP`2UP!`GP!A(-"TT0,C\0`_D-OH,@PG]@!@*N"'8`!!\04%4+ M"RKQ!P7@;``."E6P11F0!![L"G?P!N@Q`4(:X9X0`%Y`!R9WQ:\0`'BR!FF@ MOAZ^"4N0!^[R`AOPWZOP_R>0H;PK[@F$XN`Q`(NM<`-MX`\Y?N.?@`16Y@5= M``L`T&Y_P`?^E)L/(``W%Y8G4QA-`@M[`$P,D`>DBYL,H*XV0.)?*0!"Q`-2 M0*RL\#\:P@'/RIMBP`9EP`8U<,->>0.@1'$RQ`HT@-87L."[J00GT`=3>KI< M"01:T`9L MD`%AP.E4>0=J\$<#P`8T?0HT,%!X4`.]39Q>``<2P`8V\`&D+I4O,`)TT%9W M;0IR($)4$`/^+)Q?<`%"X`05(8]:60!)@#D:X+RIT`'WA0"3:YP'<-X+P`5Z MP/\&?."J5BD$6[0`,="[IM`YY('-RKD&2=`%)"#B`I`'4J`'`Z#$34D&K?4' M;F`#34T*6.`&=+`&ZK2<7"`%:BH`*+5`W8X#6S&D$<1#K/4,#7]L%"=V4#U`& M(3$"LTL*![#.=U`#39Z<>%``.>`$;4T!$P`'-L#C2\D!!-%$@@X*!R(#"!#8 MN[D#6((-XJ^:4`&_7Z4$1`'.\(!O3H*8M!N(&#FN7D`*MX(=R`$ M72#C$)`6/!`%22`'G[V4QPUQ.9#KFY`!1RX$VP6="V#_CX?P!@IK!Q#P!EW2 M\$%)[E"@`WY*"FTP!IW<;]%Y!W$`S8)@`C\JD@KP!H1T+D89!5ZP`$(P/*+@ MXP2@!1,0DM-Y!0!7"`80NH(P!PE0!@9_E"20!D8@!C&PY9UP-0=@`WS^G'70 M0$;\,0I,"$5`!AV0`PJ@L4(I`DD8!U;]"0#PXV]P]='YNQMP7#H0!_;.3160 M!SE(E$7P`A7@!2'E"58`!`H`=-;9`&JP`:]B08$%"'^"@X,'(V]O`PV$C(V. MCY"1DI.4D#=P`F5%E9R,%1(=%)VCI*6FIZBIJJNLE0]M5X(IL)4D&6T=5*V[ MO)%89V]&O80.$VPZP\G*R\S-_\Z/"5(E?W-J+IT/(&5=.\_>G'-);1[+#A)G MW^GJZ^S/%4*Z&!=SHP820&-F[?L!,1T1R1IX*2-FG\&#"!,^BM"ERQ\74I20 M(J'GC1>2HHR>'$5`0.96B87+8CB9YD4.+8 MF,FSI\]1.M@,`0(!%84W?9#];"4@1H]A!&*\6$JU*E4K4AR82.6C2HP:*:P: MQ65'$!T+954QP22VK5N%="2T>4-"U0=OIRX4V(Q9`Z/"&CX:ZJ"JT M$<"WL>-O,#K`^;%JB8KJH`QP1\T M=`"5%,)`PH0-62#`A`H&)``""'QT$$<;<,`1`Q`.."#`"@<\!X%]C]3@A68I MP'$<-2>T^8B-+>A1@B0@<.16+&>(`%H_UFI$%H8./*.3'3=]<*<=*#%'W4(@<;* M;83<"PP$E,#"VQ/4@/,;Q=5<\QL="##`7I+$,>$@8IRA,B%WA!!'%]1&8D(5 MA$00P]^MW&%T`EN_2D`5;52`!0H8+.?`7DSPL00O+.2@CSHDD%GFZJL;2^)@,)_:!!#2YQ\D,,0 M?RS0PC6[>!`J7P),3<@9:C8R!08Q#`X)%C;0P<@,961`CRH'G)"'!FDEKSSS M!;0A$Q=BB-##'$=`P!800`4H&,!\-CB!(,8PE5:$(0>4>TL=:H`N1G`@2HX` MPQ0D(0=R,?]""VU0("KH4``XA(!2]KM?D#(0@S"H(`V7:T$3<@`'(.1@!"!@ M`Z#^((`\_>$&:G!9*K+0`:U9105QH-,@!.`%2+"`5)#801^8\`@'M,$!1JP$ M`2[P!M6DL%W+0T$-^*":%GB!`V!HPPHL`(H0/A``U1D@!A8280QE4,`DE[,&&'/C`#%)`3WHV@04F0$0:6/"% M8X[,",P;1!HZ,`4JU(`'%GC#I0R(R#\X(`WJ$X`'1W&'`K1`"$]:A:O8P80. MJ(T1&4@<([JP+48$X%2N&$$?^&6W&,A!#.CT)ZQ.4(8<0/`^0FA#?[Y@`S:< M@9D@B('M"+&#'&B!#AJP5R?FH((6=',U)GA!M![A`4(]0@`E)40(H-B)B@YK M6$CPC4RW!@,=S($!IQL$`Y[PAR^LKBPI4((T0_\,;@``'C4GB!A7H0!Y&T,C5+`D2 M/V"1(V1PDT;XJ0Z03>TW\$!/`XQ@`CRHIVSKJ8,Q8$`*2=#"`&9+SS%,8`,0 M0(`.2$#/!=R!#G68*QY0JQ`SE(&*D*"=8QU1!D=4082JS2XS9F"WFB6KN^`- M;\WJ!@0W2"!!%TCO!T``&[(!O=FC`'82H77?18<0#2``-SJ`H(+Q@!20.\?*Z M:X,"(,`%-!!#@/\K4`$T@"`*8\#A5[_*!V1->E*6_K2F,XTI5N`B#YT(0E\Z$,2W!`" M$)RA"WP85A=`D(4KN_K5L'XR"&@``A$D``D$(``%D%"`Z=98$$4PP@BR,`(. MV("&;0""`)#P@RP^@@"*"L$,#-L&-CQI`1EH%G0?8()-0$\0"PI`#OS8B`74 MH`T=JX0'JHV#1TB/9E)@IB-8X"U'Z($"?A!$`^H0MSG4H0'$G=@.S"#_6^+R M]N`(1[@.H*`$`M3S!U380@I40$^)_Z`)6V`"$A#`<15P_.,@#[G(/\X"(X@! M`32H``(2X`$.G*`*\8VYS&?NW@Z`(0XY."QD']`$"@@@`Q)X@[*D(($-Y`L! M[38%$Q1E'S$H"@1.D$+-(/`%$]2,#1"HVS0,`(_#OPI?-"!'"2A62.P M`@((L"I60+L-]K$`TVV@*!0HJ@Q&$$=X<]``#LS%N7830PHZ@(L_=(%?<9@H M(>#>AT8,&YVQ`E!G`\`"UN0P(0\`,E_S"`#ES000,$P'=!?&$`.6B\ MX)<_"B1\@!D@7(P@)-^&O[0A!`?P?!M`4.@K'JL-$[`\'([PEQ@,P>X\MMD0 MBM.!)EQ>43HGA/4?00:[:T$$(P@!91+0?39XX0?=AVPLE`,M4`96P`49T`%J M(`4=\P55T`$<4`+]]`=+\#9;D%84R`"CPWP<"!6*XD43H"B4!WE_P`5/UWT, M8$6IH8)H<&XH,`M!\P''XE&DUP'1T4(#(`&$Y0BDUP93Q0BO<'6N-`"\43-\ M,((TDWZ*,@&:QW0W4#>*H@:TPE(G]`?047=L\`*WT8%7!Y8V!W M91"!!D`SA98&83!D7B`"<.9-GIB.E<`"90"%;"`'IJ&"-.,%6Y`H;[`#*J@$ MF#-^/`8$*J`H`A`7;9`#0]8!OXB&(/$\@@`%4M>-BB(!2)4%0_4'2B!U!L/_ M`-;7`JA1!K:S$=5W>=U@?4'2`BUE!%#8!BC``U4&CDA`AFUP#=:W1^HXDY/` M`#_`!"7G04R`!AQ0+QQ@&EK0`;FD!6JP`7^0`!V`#H9C`R0P,RRP`%*'`D/V M`@QP:-Z#.303`U@`@YTC"`L@CS637HJ2`R]0=WHT,YQWC6W`3G*!AD_'!334 M`C/3!@"`!=VG*!>0*B_Y!XI!ES3YE\G0AU[9#460`O2P`"RP!@V``![`5A\P M`A(@`0A@2T70@T"030W0`8]#"#W0A(K2`D4P0W;3!>DQ%^K3EF'1EC0#!'H9 M!]\7'8H2'VT@`2Z@*!OP`><(F+I9%6LP"13PB%X@_P`%L(4W(`!2D`,.0"-_ ML%*N]`<%H#M[80)]0'\`"`J"A>$%.[&9YM`6UZ"`E"D$V# ML(%_X`%*``!PL`=&(&-70`/-@@'55``V@#`%X[&"B#T`(V\'RJ\`KE>54KV@@0(`-\(%(M&J22 MT*&+(FGQ]@$6L`A%D*0/@W>=,`,T5``KT@890`I4T(,#&0('-@`:(`1&&0G] M\`@3\(_L)*1F*@DCF`7_I?\#I7D!$,`;(3`'`)`$;'"'IG$$)_`"0L`!!`^!Y5@,)%%`^CL`!:``' M$WFFGLH(AU9Y"C"7-!,%1G"7UU$'*."(BU("U.@!"5`<&\"J+C`S6,!I4'`' M'O`&78(`#L`!+W`PA!"IBD*JTE$!;`":?]`$/ZAO,M`$91!!C-`!EF>BGWJM M#--=.3`%JCF0,-"MR)(P=B.(BA(%!WF26#D"Q<$".E`P9;`"I,H&,OD'U`@! M00`!2/P`9$I`J$H`-L(&#G%!A7`72$T@M0H`9DX MEVY@6:^735'Q@?P"2(A&>Q_`JKI7,SDP`R\ZEBV!`H?(!A+0K!0[DXF2`R+P M`0;P.WQ9,R)`?>%E`BE@!Y0Q>P6@@AP`=S%````%>=I',RXYD/"W,-HW#7
RRC4X^'+"@PE]_5!F=PDJ*8!G9C`S=@-TFWM#3)+]\5`T*0`3X;`T-6,YRF M*#6P*V6@!;`Y!BN9`=/9!@I@G6U@!4A0,QVP;G;S!M0C"(O8!IW3MHJ"2HKB MN7!@`$I`=SZ+"V*``GF3A'I@=P<9![5I=QU@H(#;B:&J_RBO"Q@DR;FY:X2A M6#.2M83$6@)V,+S@1Z1MT`&0MZF0,D M<'YV0[T[VQ]V]P?>"S0U(P%S@!IW^0E/]P>A"'=7))CINYLI,%4IL"`!U`$F ML%!6L`%50`8GL@1"4%,VE09_(`8S4P:Z$0.FD2WC(`@F8*P3]8;=A09TMW0Z M986_FVB>>7D6'`-(2*Q`FL%G6@0B`%V@I%<\0``8,0,CB@1-,$DE<`$3=4@HD/\#71*H=[DL<."1Q8JJ0M"=5_0!9:C$>,P+ M;G0%'4!Y'1`` M!K"2;_`"4`"M;<`X>1S*ZP#&#,"[C$`&A[4`)Q('5P`#9&`D.V`!%K`=2F`! MG"C*'1@!46`.')`"J-4#"F``=,`#$E`""A``*>`#BY4">_P,WR@&&T0(C[I$ MZ38(#YI5N!R>#6(WL2$7<("Z5X`0>U#_;<(*"0V@`7S@`'3R`5K``@LR!FQ``S2@!0O3!%;``J9Q`#90I?U\ MIK+98%70?5I0-P2=;$UH`U<`7IPZ"(EB,B.PF@>@9C8*"45`><<@?XJB6#@@ M'HJ2!NT6!773,=-408P0`6/@`//2TC39@SL(`T"0!@"0*#'PT^`E`2=;!B90 M-<@2N@ZE*"\`QSE@QW/Q!T=@!`+@`LB`!Q^0`%M``1^PDL!T!_2D>0XC`#5# M`V9PEZ=B!&'["`%`,P$:"0S0:ZLD"0NP`MW#!,VLU5;2@^&C5C,#!Q;<7350 MA!/"`%F`/8)@?1ZJ*$)0`M^G*"6`!$$<`%@`T-(G"/E#,UA]_S=_$#P3H`!A M0@>&N0-3<'EZ10AU,);@R0B>5#-G0#2<_2H]R%6#4&AP`(G=A0+\@HZ,\'KB M)03&NBC$VEU1$+P;4G_P1M9C"0!0&`-D4`2%E@,Q`(@;<`$MD$M,X`5O$($+ MX)%P(`)V`,\0(`)Z>`=TC(;3#2NSUYQ,@#-`-6H`*RPR3C M[5U%"`0;P"\GT'UP<`$]K!MD=/12P89 M4#<>^08A*(*L73,V,`,40'HQH-I_D/^--#-[C#N"8M``.@S&VXM\R(+F'K#; M"5J:X847=E,&45`SEHB-*V$W9Q"OKUMO?S![)[`(3%X0"L"J;```<]`%;``' M;%`&-7"Q518#:3"B5,X71?"[,4&WXN6\=L/2@J":KOV/=J,&7=X!2%0SN#L(QPV0C(`!<>;(2P@T->`"GLL& M=(HLEA7M;7'_!"ZP`BSPIV)@!)N0`%H0`%MP`6J>;"8`$"MPO+@0S9!*,P-` M!S5]`Q1`ZU5`T+9"K'!`ZXI"""?+!W,9!WH;7G"@?8RQXCKE!-UU`M18I?". M+(/3`"OI'V!\`7VI&CWX`CT8H*_*`$7(Z1!O%7405I,P,51@``CP\$I0`5Y@ M`UAPSX)``@(P`1Z`!W_P`\.R!X+@!!?0?38P!PI0R;&Q!"^:!@-@[F-)"+CN M`7!V`3OO[%E)UHQ!K(2;U+2>!;(I!?QA-W`0,K,(!"Q0ELC2E@[@`YDHR8K2 M$=J7`5:O*&R=]582`)%M"DU0!2S@6!$P21%``;UY`UD@`4W^+X1`_P$2(`<$ M``)\-@-C('0>T(1UEP9,4'<@BC)7Q(ZS^>752/#B=32#T.5[/F1U2C,ASM[N_P\?*T-&QM..S-S)LZ=/63(XY8@D`\&6F$4^^!CP"8X2&XPT M+&@0J0&&$PI`*C`D<4 M7-""0(>D'5!/C3`,*;+M';H(JT13F0!8O: MV"8OPU@:=;_SZ]__O[>`N0[%,0)!-PJ`E;^`P MACDF2$*!$!&)!8PPL8'_.6H MXXX#D7"(.25H<.``EDC!2`PEQ,"(%$(P,J$)1K;QG25I&`A`$MIQ.,Z/G*`@ MR0KF9+'"'#4P\H,7YF#P("=P(("#/8R\`46"ZD$111YMI"%`&']LX<`8*V9P M@0@-'$`#'RCQJ.BB/(;!8100,!*"8(Q,H&0,5'34AA@3'&G)!RP5M,'&!H9Q&(,'VJT3R0$8C`)'%Q0DJ,&HG("0&"=65#&*'IR4T<4H_S7X M4!,G4OS@7QL<,"KMM+\E8$D<.<#)`;&'K=F&26WT085A;.QC#AD(F)/``FB> MHX`E$U`AUBBM2M#`O%W]H4*4G,37QH]Y,-$J!VOFD*`568PB`9<7\*K=%1Q> M05L;(%!K\<4_^=!D&UU\0<>%;0`A@#EP",M(!9H2<`$C;E@"QZA5E-F&`!HS MX@QQ;QQ&"9RG'9$V56GYS"P;&NC1+OF!FMJ<&P;61B1I:I(E_%L#`4D M%BDC+XA1DQR6&('QV&1G-$?";:PA"9XY,,$K(Q>$:@X!+QP'ACDK3(Q`"K]J MRRWW],=/4AR1SY'&,$""TH0A8`(=?PQ`PL(&(`8+G`"#G2`-$#@P!O> MT(*K),`&X)&"%-[@A%2<8&J8H,"E>``]2P!`4TBH5;BFQ@BDM6%EYH`8(R#Q M!P-YSS3NBZ$,R4:"R+3B`R-X1@9^$`DL\$$!!8`3)P*`@#=@3ALM,(#)7M8& M+R1@5#5H%Y5Z<"021.+_`]H)P0RWR$5@)$-1DAM%1>[0OS_<80Y_J$,*,,`# M)'@`+T@`HD%89#D:5`0$$OB(#K:@J8IU\8]_;$`"3("!`>3O#TT00PKL8`01 MY,$"%@A"*[[@FXTU0FRTL.$L4L`)(=P`D*"<804FU(8RV$844K@"G;P'!DS" M0`Q=X$,?P,!"22R@`AXX0@0R@``KDJ<`J8E$"AA0$7@PP`H>B((+>&`+T![I83!FDPV"C;!X5M MR`,T516%5=HH7QC-J4X'0H7T7"`5!PA`@M:IG`3\Z`0(M8(5=B")*!Q'2)88 MPZ7`!001#(`#@HC"3K?*57@80#L;4$43-"7"N?TH4:Q`6A<\8PDL>2\^&8A$ M`PJ`@'QT]:YXQ<41TN.&%;@Q!Q#@HSDY1(8?82`22T#`%R.!M"S`E!,QZ,/@ M\DK9RMI""1/"`EO;,()1@5,^5]A8$D95!L_=IPR+19H5'FN)&&R,&'\X@&XL M2]O:IL(`RBD#%AB3`RQP2`U2[(`$X#2>2/S(`\?E5_\(H'H!JM3M#3>QK70K MNX.[C:($?KE'ND@F@@3,2RA/D,3$!"`S"E@K3FA@#ALD@`%[P`$)``"!!@XZ MW?KN=`$*"$$'.F`"%_SA"B#@0PLNT*I+Q/4/4+5$"^X9";8:`8412,%UVL`' M)2R+2C#H"!NX8`O`V/?#[5-!"581!!)0`0LBMAPA"&_K0B$ZTHA?-Z$8[^M&0CK2D)TWI2EOZ MTIC.M*8WS>E.>_K3H`ZUJ$=-ZE+KI0HXC80&;!"#5$"@#S^]B`\`(`"V1.(. M5M!`,'L@```(1'YD*,`6*"F))5"``DMHA1VX`("6,,$!'"[&'9AJ:D7=H0]" M8,413`"$5!!`#;$FR`,N((!\]1#5SP!@BD8@`M>$,> MUL,"_SYT(`X9($`7SB"`,G#A`V^(0PCP8H0R>.&P7)#"&<[P@1M(8,2T4`(< M=,*!)$2"O']X0ZP[X`!5=(';DL`"V)CYA^ZD0!)%(,`'6O`1+M0'!@3``0SC M_G:BO+T)44X%$M30IICG:``;^`((./H')`C!!PL(`2I&\((B'.$--%A"IS0@ M`"2$0`D[Z(`'5."&89:=#U.``0H8D)QIQB)O&9I-V?\@@!C`(`:8?`&`4M&% MK8C@#REP`QK:@`,2.*`+2'AOX\L0@$4(0*IJT,$.@'`%.825"7P00P@<\(`7 MQ"`$APCK*J2P!C5DH2H;B$$-#C"$'!C?)`%4U``/%0+!Y``G84$LO=U,5!.\_%S=O4'%]`#-2`$#:``8Q`J M4+`$(5`"*9`#+``#>8`CUY0)`-`!*8``*(`:>N`#,3`%;M$&++`#;8`!)!`I MJ_`!-?`'&5`&O_8#24`<2M`Q79`!*4!S*U`";7`"`^`%;T![K?8'(?!3:%`% M,Z`"G$6`Q1`!;J`%\E4&'^>`71`):6$&IB2!2"4`;_@'&]"`?[`##5!3:O![ M!@`$;Z`%558+=2`!6R@!LZ>(.W#_B'^P7ZIP`0L@&#K`!Q\`,3[P!P,@`!D0 M!RR0')&@.$;P`R M`@I0!&4``14``5E@`)S$)U7PAK5'B-'2`350`VGP!EJDA\````;W8FP0#1NP MA30A`8;H7Z.H58KX=6^0#QD`*F&0!6]0`A.`;S'``KF@`-'B`>ZX`5X@A^10 M!RT@?I(PB"DP$J@``&U``B4A/4`PBVV`%RHGD+B8`C(P``3F!>GR=G50`]'2 M!L2X%:JP!4!0`%B@?6I01DX`!V$0.@M0!C@P*P_`215A'G!(B''5`2H8"3!D MCKF@`SFP_W`DL#E?X!\G0`%J(`4LT`4Y(`(EP`9><`,"4(&(E`-J,`9"@"Y\ M,`?:(#!OUP$L<`-]T`2RH`--,`=SD`0W\0`Q0$EJ4`!_8`3==DTN%@D)F3EM MP&7&\0<(D`-+L`9LX`(!``?_J'+2\Y$(,&)B$`-+T`;$P$F9H))_0(NI,`8' M]@?^P66A$`.R\0@(L!4=!``ZE&"`1`#>"&: M#2$!(4`'@E$"[)(#,"`U`F`",8`"!3`$;.``%=`!]X:;9),"R:8*,/!)WL9V M\D,`!,`%5,%,1X"C!)`"/?H'."!/*V``5(`C#Z`"."H#!`!$%UH"5O"=9+`" M`/`!2L4$DH``2B40=Y``2I5DL16:?Z!$5N`##U`!5E`!6IIK!S"B3)`!`,!, M1F`"%Z"7+GJG>$HM7!!X>8II3=)W?6II#;`!8K`#.0!S@4II`P`$&6`!.6`" M*+"3B=IH^*542G4'$O`$5"`%-Z!NMX;_!I:J5`"P`%9@`B(WJ7PF`!VP`9Q8 M!CL@`5O``#50!P(`IG00!,&$@"@*)JGT6!;_&`C_U`B,@EB10!=(C M":'2=Q\0`#7RJ\#J9T&#<@Q@`$A@!4U@!9@4"&FQ'0BG#V`D?Y"BS@JG\``!7AJ"M0F)&0`V+0`0UH``^@<6\`8,4`0Y M4#%"%0%7`*)_8`(.L``&4+56JV34!@L>\+"N<`P*(VK8Q)+'MT`"+.[>S@!?3=J_`EP+R9`8I,&^1 M0`4ZT#]WD`*BVQ:,6[JF>[JHF[JJN[IY1@*B2U\^(+H7JHEO1P)400?,4!^P M4``& MX=5V?8`%Q*8**W`(:#4&?1``;E!<8I`$&@!=D>`$DJ4;"_`V,Y*_/L$!-M`' M\E2KNA!$XP0&61B`% M%5<&.((&[_$'17!-NF$"5D!,#!`'"^?".X$!0R">E"0`%/^R/I(<">DB`D+0HJRPR4'98TO,`>L1 M`7#P$8TY6Y(0`G;*RCLA`6]7*T,PB.54!3$6`3_P!DP``W!P`D?@!GP:"30P MF!H"SBH)`V[P$59@&:>Z"@Y``0V0!3&@`ME,'HN0CK``SK"Y(030`NL!`__V M8FV@SG_@`V_PQ>Z\$?#LON#G!AU%T'_@!`W0`!?``2_``FJ`M:R`LY'`T<:5 M`4\@!`K]!ATP`J_P_]"3T`?&(JU_$"J9Z`H:O8@,```H`8/,`1` M0`@V1L?@]P$S(`$GL!!580,E(#HL,-B2,+AM\``!K0I-F1H1D`,?4```#B``3J#?$W`"^NT@,0"H+G<&M80!"O@'R)4$-=#7JM`# MSRL!%81(>[O*HLD'$L`'^<``X/<"FD0#[AC>^*0"24"Z%K&X)/"7L[FG5.+?+`*2P`54N#@C.@$36N\B6Y;?-Z9L[?_"@%P"$69I6]@.3D`!]%[ MZ96%6].$!)NN:B78Q6%.$PG@HW9MZK:U`$`P!I)P`K@^II&!`!C0%G20!$A5 M`C=1!#7@3%X`!LQ0`L%$ZW@E`DF0!5:``AC@84)0=@APVU9P`BW`0Q+``5S@ M!FH`WTNPL";``)[H[)5U!TH`!0IA2S$!B2E``3UP$#LP%:*;#W-@OV9P`UNK M[@`?\`(_\`1?\`9_\`B?\`J_\`S?\`[_\!`?\1(_\11?\19_\1@_+6L@J1G_ M1ST`!T(@`3&0`UT`QR;>"O7!!W`0XAOQ!GY4#""@!DG0SK`P`R)@`4:@`#I_ MYNU0!!+`8+*`!UM><0D`_]R)2@``P@`N3QXVP/.KL``M$`GIG@LG(*F!*0L( M$(&!0=*Z`.T/0+"S\`.=,@'WXP%>,/2VP`#,A`-M4$NR\`-GT`$V0-4AT(R+ M\.]Y6@05I/1^Y`3,4*0T)DP9D`,$(`.>V`"%+PD\\*.K4`1-(#H)\`(-<`=1 MP,.DR0H+\`+G[0X20(P+@/>ND.E:P+G```'GS0`I&PN%L3YF$`!2@`')M@`! M8-BCQO>IT#IC8`-@&@E,@`(QL`$^A@(.,/QJ<`=W(P<<4``F``ESX`$0@`$" MN?\%'N`!1N``)H#2S^D`1G``)&`"20`(0'!%"IO*4HU-HEO".),?P(<'.KR2T6.%"G2;$#PIH,1*^IZB;@CH(P'/!#` M_('1Y@J9/'`RC&%C)-&`%@P>L*KS)X^50VG49&,T`H&1.#Y@@&AC1$,:3'HX M")`"`H\'+P+@7'&A!@0,&V\^G&BSIT*<-@2,J$G23TC_"#P:'&#(,R`1GC=8 M$DEQ,.3"FSL>WCC@B<.-`S93_O@XX0"(F`0QVL1@PL!!AS0!&K#@T&5$!W"0 M(TN>3+DR9''D#G&0@"N'`';N)`C\$X-"@A9=4NM#Q`5)EA@*`([NDN1/A3)O M]7O:*DJ*-@4,U:CL8'>,S(KZ'()3FW8V1C=0=HOVI(40"@S]% MX"A0L*%-"C4W_G2Y`,,-.1!OOF/]P(.@5`K:!1H$">?"8"G'\@P`<9W2`PAD(`-'` M'PL<\<>4?XC0QB$XO+%'+YFE:.JIJ*9:#6:(",!&,Q_DP&&K9RP@@VB'E&9$ M#"K\L8(0B.C0QA(]J/%/0`W`T,4+!X@1QQ:^CHCD'[XMT4L"A[RA@0]Q1"'E M;@:21D:!./Y10`P?>+D-F(=\,8`R)^@!A#+5HJ.%%%'^<8(.0+P'A"OS\6"G M"5Z\4/\"0&<@,BXB#<01VR$IQ##&'V@\MD02CN:PY$8JL.'#(4$#-QJJV[/++W#PP01D=B/%F#7(($(6BCCK0!1)I'$#$W`(P(`;0,"# MR2'"$A2'`TZTTT44'$C!@0A"O*$''R[P(,4()!30A@ITO"%2!#G08(8&4LRP M`A`(+""!!`L\$(,'ZQPB`A`?I+!!!@ND8$,%1="1P8C8&-$&"V;<4\,*)6#P MA1P.+'!`&1,0D(`7-^1010\:C,$O!RG(\88R;00P@V]XO@+'!IT$0%(**Z21 M"`EPA%G$!C&DQ$C6[SQSP=E0(#''5D8`(<&<\!P01$C-Z#_>#$/=*#R&R[` MK/WVW&=3`@Y#V(R(`6+@P,L#Y9<@AAA.)+#^#PM`,$(QB;A0Q0TN?$8`!A7\ M\8`#)2D"!AS@B#$L1PM=6,X20."`$O#%`9C(P'(.%A8'T"`+R_D'(@)0`SZ, MX`]+6(X7^+"$-"3L&EI(0@QBT($5>N$*,O.;X`RG M.,=)SG*:\YSH3*^,RG/O?)SW[Z\Y\`#:A` M!TK0@AKTH`A-J$(7RE"7Z<`*$(VH%0Z)B"*(8`,ZFHP&DI"WRMR!98B(0$-' MB@V0FNIP%)A`#$1``0R((A$1(.-+)\.!,OAQ,CN0P@K=A`,^R/`0C(J!%-+% MBSU(H0\9F/^#,U;8`5=HJ0,UX`4)3B`!/8!*`GN8FP3,=X@5<&`#AY@#"PY& MTH`:`B`QP-,*A),(WW#5ES40`P6$R*$4)*`&F;G8$"@`!R#P0@`G^,,7XC"# M/Z3@!1!5Y1_N4(,:O!41='`#&C30!INQ(`YID`(*\F"M!B006H<`R0?+.E`! MI!419A##"3AP,-]$:0$NX``61/H%JE7`6G0P@`D\8"TE7`$!H"!;"@:@A6A0 M05`KH,,1/A"!`@QA"2SHQ#7Z]X<#M*$+B+A`9L(0)NGP`@,V:,`9@!0KHPUM^`(8Q9"`' M"/!"&;SP!A,DH`V@S<822)+=4K6J-HJ``AL\$(477*H+;?#,(;C0!@$`@*CA MR,$/%"&$=(D@!D@@0`H0D8(.I`7``17P(8H`!`Y808A7\,T!>-"""ECA`FU( M@%]Q"8$BQ``3=WB#M$9D!R!\IAUP2<,LVC`&!K0!!`\HP@ZBT-YK(`#'4K+Q M(>2P,$5`H`U)\.,.+'`"-AQ,B'NX@,2D@34A[/=-0!#I!@!9)`>?Q``50!]''`!$.@)%R`!`A!Y=]`!!:@"29`'2*953Q2`*D@M&EBR L@B[X3AC@!B&0@B]8@^ND!#```R9E@SS8@S[X@T`8A$(XA$18A$883($``#L_ ` end GRAPHIC 42 m62094tom6209430.gif GRAPHIC begin 644 m62094tom6209430.gif M1TE&.#EALP&Q`>8``(2"@O+Q\;6SLJRJJ:FFI;V[NJ6CH@@&!YV:F/BXDU*2L[+R'9S5Y:6>KIZ*"=G&UK:IF6E,"^O%).3#TZ.7AU=(B%A+"MK.?EXVMH9W%M M;-_>W6!=7"4B(<3"P='0T&AE8S4R,NSKZ182$X!]?-K9V(V*B=#.S;JXM];5 MU)62D=+0SMS:V4`]/$A%1=[=W!T:&MC7U3@U-=;4TL+`OC`M+.CFY4DQ@5%8.`?IJ8E^'@W^3BX9.0CLW+RB@E):NGI=G7UL[, MR\K(QB`='<;%Q-W(B8J+C(V.CY"1DI.4E9:7F)F:FYQCG)^@ MH:*CI*6FIZBIF`IVJJZOL+&RL[2UIS5;MKJ[D`H-O,#!E`H,PI`_`<;*R\S- MSHTI/"L4,@+-!E)GD`8^&O0B0,0_GPY@&00C">%JIQ+`J$!%G3GM-P39$;&1DT.0`P1)_Z9T M($"#!(D$C`:N&@P`@_`/AP(-!3"H/,A*#1`#&##`(#AHF&$3)8C(Q1\G:#B"`/4)TLX9&0RRQ1!8 MC%`!%QLL<,0?"$Q@Q@X;O/!$&'.LL,,#(_SP1_\%N1(&3$,$$A':2`Q`%ZV(K" M'W:LL(`@%`B1P!D`_#'<"X2=(0$*R16'(DJ$"+:$".0><+4@*?_Q`,T;8/F' MO";\P0';%MPV;!$,''"&H7^$<$#7"1Q0"S%!M!3%(D\0QP8U"S*'%X\=@+D@0!2!1PP7(U`Y M8,7^<;M!!Z#0Q!5Q""$(%`!O^H<'NQO2%R:#I(!6LR$`'J\`9W MI<=VA,@8HL"'M9C$0!N.,$>"B8!&QB@#BTX`+X&D03!)2,`X0MAIY#&0A!T..6G?*6I;X]\$,,B,$9.I:"&`RA:QW\0QWLL9H(',`: M$UCALE;8B#H`YP`^&(=>$C`&(`HB`Q)X3P5`$(23$#@SP`1\\4?\0-YC``2+Y@"58X`H7 MNXT"8`YX:8`8!(.A\?W`!2BJ``SD4(&+U88@@))6<,UA#`-RB M0?#^P(0X"%%+%K#`XY;$A6[(C0!5`]L?[A`#,AKH#%>85`\&00$Y0*``%RL` M'$D0@!;I:X."`(.=+D`($0J"`P=@@A)V4`PD+--W4Q`$#+U)B*=!P'`<@MP. M3L`#"ICO#$P01`"`$#7[!2#&'@2I""@P!F$D$9!U(:-JYF`4I=Z M+$+\X`4'F$<30`=#_GC--GK_X"@6#J"",-0052`X0$)E-]8Y#(^10YB`%)[9 M@1C\0`%LJ!**9D.((`SL#?Y#0_2&>0"\8(LP@01''1JZ`0IP51`,V($-P#<` M,`"@#0_=``_.D+<*-"`R5K@"6:XP`E#*Z0]G6-<+ZA>!9<(P(8-0`0M(((5* M+8D`'3A#!QY``!B`XP0!0&H0&Z&H0)"4C`#E90AV5E25)^A=1'GQ&%%?#K!&T( M'@->P($K:.`"4WCL0SF@`QGPY"$F,`#5E`P']2P!ROXQQD&H(<"5`%%,?A& M&'SP3*_9^0MRZ.QKMW""&,"!``WP`=NVVK@&`:8(`5,D`,] M_]"#Y@J""P_0P$'@&;A=B=&$#(@1`)9)@S,\FGTOD$,AC?]@@J>Y`0@B&(<- M_P"#*K1@:U/[@PW.0()RV1?$^?U#"33-(X[]85G'_D-S'Z"&)^A#I>/+FQYL M``,/<&\`WON#"LX`NPTG;A`(T$.(_Q"$_JV0"K]KA`0F\$P-R$$!-P!='?8P M!,+YH&L<_0,>@#48%Z2*!7:3W8<%\08P",((?^'5Q3J8G-@:(,P[4)(@ZH:K M0=S@"@E>P*T4X((WE"`!&VO!<-I@G`BDVADD^$=H_,>`(<`@63P06DQP^0C!#.4;A`P4R05M5@!S"H#J`-]`,QYJ M,(%7@#&P;D"@`<'&F`!'BC) M"7T-P&%X>(8/I^$`)9A!`>C`@0NP00(2&$$8K!"#.DBJ&!.X0``ZB'S6VN$% M61*""@5A1ALX0E)RX((?Z!>`!QS@'RFH`&ID8X2F[Z`^>``#$TAP@,'T17"" M-RP=!J&PGHK@/26@=0)@!S+``T<23=&4*GW!`]&4:AM@`8I4`1:@!H\V``=" M`1\R`!@!`$C%#$)`!QB0!U1C*TN@!58P`1F@`'+`:&JP`G90`&=@`R;P`7QP M*@F&`$M@_P<*$`D`1M``=ID`8JP`,GX`,HD`9Q MX'W/4SQD@08^4"D-`%4GT``-`$"TPTP'\`+1=`8_H"9#8`$^X`*%]`>?(P46 ML!END`#08@\_QFZIXP,6<`984!+-Z?81 MZ.B*)R`"]0$#.&`<80``)Q!1&-``"8`$3!`%"&`5[V&6;-F6;OF6KF74_D- MSI)@?%F53J`\@5F85.D$,&:84XDFBMG_F([YF)`9F9(YF:H0`$;Y#%M)F9JY MF9S9F9[YF:`9FJ(YFJ19FJ9YFJB9FJI)F3&RFJ[YFJ]0/Y30FK!9F[9YF[B9 MF[I)E4?`=;OYF\`9G,(YG,19G,9YG%'9*LBYG%S9`I?I#!#$G-(YG>CH6M1Y MG=B9G=JYG=S9G=[YG:20`>,$GLC)`*A%GNB9GNJYGNS9GL69F.X9G_(YG_19 MG_9YG_B9G_K9/?O9GZB)E_X9H%(I`+`'E2TBH/X97%!)!`B*H!Q`!@T:H1(Z MH6^9`0PJ"U9%H;J@!YZ@H8:@@!X:HL%`.B):HKM`HAZ:F28*"TVVHBXJ"VL6 M"V_SHB$J!C1Z_Z.N$&XXNJ.AT%0\^J.AD&U`.IE$<*")(%>=J0%&.J2/B0?K MH`@7^IDG4)9,&J(.((ZB\`!X4:58N:77^05IR:52Z9?4J:5B>J:28*9HNJ:- MH*9L"I[;X@QJD!S#:9TB6@<`6IA(X*5O:IIX^IB^T:>":@@`H*.#.J&`:0DD M,'*'NIU;H*#*@`-TVJC:^:B(``*"IPM*,*.4^J8PV:F"J@2&*@AK":H\2@"C M:JI#6@*,JJJ5X!VNNJ:S%ZNT6JN:V0!+:JOX&:6ZVJN^^JO`&I]U`*G!6JS& MB@B?>*RWV90?42#*^IJ6^:S2R@L=V@@YD*N_>9736@IUR0@IX*R@`/^AVSJN MY%JNPLD!9&JNZKJN[-JNL9"I[MJ@2!JO:,JL\ID!X$JOA6`"SRF5RS66O/H' MUZJO?#FO!'NP"*N9A!.?6)JP#GN:EC,+,#!6\BD$W8JF>B""LF`'=AJ?PO&P M$:JM(#NR)+N7??"OVSFPM1FP\5FD(^N;].FD:"J3)5NS-GNS.'NHEIJS?&D' M^4H.'9D"/RFT1GNT2$N>P04#P;4%6)`!;E`$M/D'6(`#$E`,#5NJB$". M$O"3#D`#`%!SAB!>MND$_1J<("`&)(`$2@``!/!*TS&I?Q`%YT`#*Y1G)&`" M77`.2/`++.`'`-`%*D4(.A`&@G,&"_"37\#_!IOC4UZ$"$DP399R!@?@-H/` M`'%0N1T@!)LS+YTK`0I0-P?`!N\`?'H#!I6+?2]!!B7F:]]CP![A1N0\''Y6[*UH`!_85.':D@+1"5`_P,"@$65V[Z5VQ#/*TQ:T#_Z^P<*P#TYT#\7K`@`P`86 MK`4,@%N%``)7<@!A:IA!<)^&PS:X=P8MNBP>-`A3$`*&XSA;P#V4ZP<(<`4" MD*?R<@"*-,/A4\)R8R&'P`/]LP1^R2Y2,$H*I@('(3\S+`$>H`1WH!KN:U_@ M94='0+D-L5CK0PA50@&EZSR(```DT&5<)0!'7`AAH`8[[)Y*D*>0:5@O0`+O MX`%^J08%?`",.@45T`)Y?`!I0,8'`"T30*7D5+EB"T/K\SU2,`)RT,84'`*6 M;(HG0`!^(#AC(`(&(+YYH\O)!@676[D7X`%P$$`/U#\-\31LC`A;<(57PO\# M&NN_2%!^E:L"HT8(=F`&("#!<_"[-GO,9_``'ZP&OD8&9J``HG0%?#$%UU,% ME7L%=0=:!]`_>Y*GAH5``M7)W[,'&_#+AZ`&4.``E;L'&EO,+9"Y:+!_XLN@ MNHP".V!_W5.YK70`5T`(\WL]8E"YP$P(:0`&)I"\O%L(A0K!F1M#A3``(D`` MR8+00BL;)=W-\"`(+C`$)X`&E9LEK"P(%:PXB\15J>RCEJ'2@Z#+]@7'*K#2 M?R"$'/0W@(=G`%2S`' M44QNA`H;`G`E9*0'JF$']L(#%4"Y/)`,"I!@3U'_L\0N37T!ZLB!ZH!QS\PQ3R0MR8@!)5+V2B".8QL M*,Q\;CE\V/NE$SES)`.]L!B@8S;P`*V0!YQ\``Z``6=`!^,I M243T>P[E!%P;% MY1HR0`$5<`$G\`4H@`0:<`-<``8G@`(?I"HF^D`2CP$.U('73`$;N``(B`"*4`9"%)7_8,"UAX)+=`$5X*BH4`Y7I8O M*JT`LK$$?!H+'I#RAY`X@N<``'#?DK#&V$X)>E`W%XNC=W"1&`-'@R`!"+(L M%*!23C#Q(7T`-FH("F`"*J4'$F8'6N#T=9`#5?`MI*,'5F`#*D4$)L"@-4"8 M@U`&%]X6,-`=#A`$!,#M-4``$!!.Y_D'DK+-?P#$/`'_`_KAI4*/`D:0!T9` M`,'G%5:@8"NV`'S>9R<@AS>``NQB!TIP`AZ``"<0!D]1-U=P`B`0!!H@`CLP M!7FP`/W#!B=@7)W%`2CP`B\```XP8A,`QKT/KD>@)@>0BIL/B=U7!-M M-% MS4Y-KUP%&@<3?^\:'0=A?]AG*'('*:RL,D10.!!C!J4-!YCD.'"%RH<#4!`D MY/`*11B&>*"\*J#GG\>/($.*'$FRI,F3*%.J7,ERI!,Y&P@!7K#YA7!(@I*<(/1H4#)5`< M("%SSK(#4_YT%?$GU0@AKP(P.:!A!E0%_!(@"?7G<)L_.F8:>97CQBL0?P#` M^\-O2O^+`W%:M(7#8,X!"1\WI/&<4-8!&GL/,-CI830;$Z\DR#P#0^8!(RVS M:]_.W:.3[N##_]G[8,RKTK1J8-?)4._//UF&#&5S-*E'8AX*7!DB5?EH)#<@ M`]Q`?OPQBQJ'32#6`5$TT!%`=""PQP%<_-$6&V4()=TK)CRERC_)]274`=;% MP@P#`C;P@1N-/1995P_\01<22"F'QBNI5/`'7*)-<``_^"QA%?_ MV'`8'&H`$,LK#(P6PI0MH,>#@0=4```Y"S+P$0QAS#&+"A8>\,"4&\IQA(=Y M41(B)=*\X1HLCW7@FU64R+2$'7(H=EUJ MQY60Q`$KV"$-`G>]8$*4.M!U)R5!2$F)'G2]\`042VB@Q``P&WP`"BY$``,_ M"-1S0!!:M'&`"@@$;/GEF/^+0RB;9^/!"`D@8RHKHQU0Q1\!4*`4$CZP0,D[ M&&3\R@B4U#`$$C8=AT0(_65*4!V'42``7)01[8,27%!0ZD=[[@'7"P-@(\X`4;3!1`#]9?M$`S5(4\"@% MFRTZP*-SQ-&$`*E@PDYB4`,R-.,*&'B%%)ZQ@R(`@2`1&%$',."#/<`A#@(( M@CC.L(%4O/\'*-[80`W^P(073&`"%3C!4,ZP@C%LP0RIL$`1H'!",&S@A`:P M0Q)>P(,@9.Z'0`QB2Q)X@&"L;S06D,(.\/"/%)#K#'"0PPXH@00Y+($+%8B! M"_YQ@\.\(@8Q2(4!3$"D*PS`;''@QP%L@(5G7"$.9YB``P(PHC9D`043\,$* M_/$/)"S!#`08@AFF0)8)F-`1\`&"%!UQ#TH@X(20/`$&F$B)$9SP`3"@1`=$ MT(8"V,$.-(P`$RK`!3R$X`2H1.7G4&D#:J"R`'\H`1-.8``:A.$$1?A#GAHV M!028``9<,,$?[(``""@``LCTQQ.0*4P\(!,"/$/F/R"0`RW8X0__,&@`*V0S ME)K](0@0N*80QTG.O2C(`VI2"^JAR+DH_$.H1/1!5J$A-JE*7RM2F.O6I4)5H`.X0U:I:]:J6J\*#L,K5KGKU MJV`-:U4+T$JQFO6L7RT#E]!*$@?8E*UPC6M3M=!1N)H#V:3B-%&-@GPF$`<=3?:#LWW3%A!RA@M,#FBA4FH" MFL%';%3`!EU1`Q\Q_-)?(G4&Y%+!X5?L``<*N<$F%.EI@^>(!\/]($.?"K.[+!P7;F'+`1:*G,;&8Q#$@0 M`Q3P]R-2:&]X6G"!&8,T!U?06J!58N#+.H`"5RC!2$IP`"NLY`A]H.E?:#!I ME33TLGQC@V!'TERH6@!Z:RXU:T%PAA^/1":'7BH)'C43/LOZM`;P`:-(TH`5 MJ*&I"C``D89"ZE^OE@12Z`M)]#6)I:9@(#'X@O8.L$5GG]8#/#C##FY\4V)8X`9Y#2J5*PK_`T=/ M6@\N.`,L3R*"(7C9#@+8PPX6@-Z;4H%H)+CPNTV[!0W(X:@EZ5,C&T6#.(@@ M`%J0@Y@#U@`#1&%.'%"#'(2V\=:20`Z108D()C!P?!Q`#07UFDO_U0"$Q$!. M>@!"#)11<]9^P`?AI1.D/"(3%(@S#5)H&$IFP(65V\K7('D",Y;@7#A)#N0C M28,9P!X2&ZP@#J1M.EL[<(8$HP0%P0,2M/"1;:2B`W\0 M@#>B0HD;O.`%P,5#!`X0@264]4V;L_5((()^H__]A"VGP`1*.(+,T>-<'&Z"$ M`/;T!8]XX0P1@$*7X>0$3Q"!V`N0`QB&,`?"#\`;/_@(%NC[`7.0GIP<0(8& MPB`'-IPZH3,XPP?>?Q*-:+UV<9@`OV5T@+@#Y``B$"^L@`,QH&>W,0MA8`!G MP#T)(`=TH7NL``?C,P<5`B<1\"TD40?H``94$`>\`P)<05T0&5=<``R,(*O<']_,`!O$%[Y M$P9X8`%+@`4Z(`$\@].<`!(D`9'!R<,(`4H4!(G<`:%,!``4`)G4`)R MD()_0`2^$0(*L"Z^=_]^0)0&RC$>O"(!0W`&B\`";+``$W`!6;`""PH$1%W`&0W!L<`(#;X`&(]$`P3!C7;@3)6`P M4)`QXJ`&+2<',K`$7_!ZN9@Y<*@"7P`&KO,%0[`!7W`%%``=/Z@``@@PW;7_ MC"CA!!/0;7_0`&RP`H3'"@7@`W3P$5G@`U?`7ULP!!;045G@&T:1&FR@1#K0 M`#[0?-D()G\H'A>(D?^0`3RP`J2%&:]P`3G@`V:0624`"E+@!$S@`SR`#3Y9 MD)<#AU3V`)O"``R0`M#!B?^B!W.`!O2'$E`@!_]5*'7Q#_-S`&#P$2JD`=US M`5>P<'IP(PVV-F<0`]A1!87X$=+@=1^Q8BSQ!BKP5A]!!!5P!2^'*PRA!%I@ M$\,&'V&$&(JA!D&01_+5``F``%A4`9[IF2J`!`.`BU0)'E;Y#QL@!:PPFKQR M.=`QE2'!`3:`!`7`+-O8%A[1%M[$"L6X`EK'`3MP_P5QAQD[<$UU\`S'00DC ME@`>L2Y#YQ$)P`8AR1)G8(T?X03!^4Z)MR^4``!GT%$<0`=R@`Q8L0,F\"4& MX`0&(`-J]`)JD#TGL`$6\$#-(`(?P':EN1(V065B``]IL`,1T)4"I08Q*"?0 M`5\@$3)ID`8GL`1G0`%00``^P'24@)L#>`#/H)U_8!TB<`1Y@``^$`-QYP`/ MM'!$)`"L\`X0F`=PV`8HZ7\@@P!RT(8J@64@D05+@$"LH``[L0*4<`\"]W\`)Q)`)FD/]*%P!)R"D%8(``X8J!";#`:$%4` M`Z$"46H&WM`Z__`.O%,[=$`"KS=Z?\``,,0#49``2R`'(7!C-L`,:+<27N@1 M3[``,3`'I&D34F!@(\8&2M`&XWDZ"0`&N/4':3`A;,`"]S82,]`$C]*J736= M2\4!*:"5ZO4/9<``#94"#B).5#"60!!D``PNH1 M<`")(LDV;?J@?Y`#='`%%?``>;F%?8@;%#!P,4`'F64('_$`(_`@ M.;`!<_"IP MDP\+`!,0`Q,``'DP3`9@`:<0`@/P(%%``&1`D/B0J1]A!5`F!1=0`J_7`*:' M2@O0I"-Q!X17:3>@`T=@`BG0%F;P`R$["YD6LAY[&"%`L@-0`2B@!"!`LHKQ M`B)P!C:``$@PMW1;MW9[MS)P!B)PMW0+`!O`!2J``A>P`>/Z`(9[N(6[`6AP MN(S;N(8K`@_0C`_PMN=U!FTP!W3P!N M,2K(F[S*N[S,*XHC\`!L,`$\X`W=5+W6>[W8F[W:BQLS\0J*\@IQP`9#``<6 M4+[F>[[H.Y]M8+YQ<`#E.R%2D+X60`$7\`!AP`<>X`?9$P&B$@$:T+S+2P++ M.BI*(`88H`0(H`1*T`1BE@`8@)_Y21(*X`$44,$6_`(6G,$:O,$;[`(7<`(6 M#*4;L`$G@`(=0+^B(@/OX`)O<`$)$`$)(+LN8[(T7,,V?,,)P``)$`54L+%Z MH``FH+(M43[L.*LHT0"'L7*UB*(1/%AZP`ROP!]V90/CF0.L8`$UV,1[90#B ML+<%T*YHI0=B(`<1\(R+8YU:'/]7#.`'9R`'9R!O<<4!+K`"'_!ZZ&#%JV68 MI94'`^#&2(`&4FQ.3@";$^4&+^`#S*F6$-E:%2E:'>2`$*X`&-W8'D/L/JOL&8"`!&/`"3&P(^<4!8!Q4'#"_^`FBC0A7#7#.B07! M(3$!?8$'IA<"3%<#!$```J!->9`#!&`$-F`"):`#:_)S(>`F]5"@!H(""H`# M$<`T*I#_!D!PLU15!RX@!U?@!01`M#RE!Q@,SV?8!F:8S*L'$@/0SB(Q`7#Y M!RBP!&E0#Z<#`'.P`K?X!UH`%U)P7OM:N0*]`A'@`Y3Q$1.P`Q7P`H0'`$L0 M`Q&@/;"A`2O``$W0QF?I4PVP!S[`RG^`!%<@TH'F7CUE32@Q`:UJ!%"@F7'! M"GCD9C4@!T80`@^P&A3@`VW0!5T@L0?PC/\P`19``ELB"Z!(A7_`!A;0J'/` M9#]U`CY@Q)0`!+=GTCPU`3]8!T@@`A9`-(G\!V%PTW\``C&``1H@!72A$2M0 M`1=P&"60LT1]`B;@`79A((UT`&(F`',P`FBP!RZK4Q\@!SWW_P\`$`=5767R MW%1.4`&\8`=20"]C.G^>H9T:P-E$X`,8H#T#48QLH``<\`!7\*M$S7A0H#); M5`?9`#1T\`5,(`3N]E-8L`(C!Q(-\`8;H-5,Y029_$-@+5T0!A$`-Q\`4A<`4[P``: M[0$J-`08P&-#$0?/G%-XP`99'!*LQVZ0G5,]<`)#\``4JTD;X`(=@'IEH`1F MP`-?L`%QZ@44$`-#@$IH^P<=\`9R@`.J]P\!@`*G=P(=L`5=!P$IP`(`<)0> MH)5(<:@\A0,5)Q)3R)$M?E4J0.*8=?\&/[@=1]`4=GT!R>!3`#>`Q7(_`"@$X`4M!L>%Y54`,'?[4%&;WD;&4!P`(27M[>GPY5*D`='L$# M<4#(8D4'J>Y\,6``JMWJ,#7<)L$"?,`%*V#33.#5]ZY4 M2H!!`"`%<5#_RX=U!W.^\%7U`^0Z<\9L\1R_'1SKL!W_;@,?\B2?$F[@:26/ M4E'P["G?\B[_\C`?\S(_\S1?\W+EZS:?BT]PZ3F/6!@P\CT?]`4YIT)?]$9_ M]$B?]$J_]$S?]$[_])0U[E#_0TX@Q%-_]5AO51DP`&9H`/&DH5G?Q"!X`!Z! M%2\0`D74R`;%`2H=]I20!P&O'77@T3EEH=T#*3`+46Y?$FI63G<0W-R1`5:/ M$NYN.0PP!9U!8:$?D3$`(6H`8S M8`/`G`1`L`0UL$!/X$-8T-M\Q0%J7UK)CU9!X/I%8@(HU*C?\@5`TBJVG\E( M\`9V#0A=70X3$W^'B(F*BXR-CH^0D9*3D4B4EYB9FIN>@WT MJ5S)LJ7+EXD<=%G#86$2``"$)%G0Y4\+`"2,('"#R`T`&EWF)1H`H,"?*!(D M./V39"K,JUBS:E6TY8\>&`$4F(#!0979E%O3JEW+-E'*E'HX*'B2`4:6&PJ< MZ#"1A8'?OX`#"_YKA0$6#`R,$%!,8''CQY`C2Y[\6$8$`#(HN/@2HK/GSQ54 M?![]>4*("3%6^#@0X\R!UZ_3M)V-20^5>04PF#A$Q(2"*05L8)A"O+CQX\B3 M*U?^P8,7!%-D3%$"Y8/T!1H;OW[^##BP>OYH%W-15X\&@#A`(/.&VZ ML]DQ9\6<^_CSZ]__SW].#/_^R2''&6?(\=J`',&FX((,PC;'$C'(\I\4!RPQ MAQ0Q3#!'(1QVZ.&''[81P@[H48"&$C*,@((9::"HQ(LPQBBC$DETD$0)&`@G M!&(,V%`#!D44`9@"M!4I"0Y#3'`%'6^TX>0*3H(HY9145MG&`V9X"(89.Z!Q MP@4/G+#!"626:6:98)Q99@1JEJF!%Q'@$`87$82!!`TX-.%%$@@\5B,"2E`F MZ*`$"$!`#E8H)L0`)K#`P`U1%/"#%28XD<48.9BEZ::=IA0 M!JD!>&7DJJQFTH`J#,R0A5DS=&KKK;CFJHH6>HBE:1V@II2''G_<(4D=_ZTF MJ^RRS#;K[+/01BOMM-16:^VUV&:K[;:01$$$M^"&*^ZXY)9KKC$_G*ONNNRV MZ^Z[\,8K[[STUFOOO?CFJ^^^_/:;3!EH^2OPP,D*T`+!"">L\&P!!+SP)SL\ M++$S=YPT\<48V_-#$!EW[/''((&)R[YU_\<3V[YY9AGKOGFG*_]]KMJ M=_YQZ*P*(7JK1)VNNCX2K)ZST(T4($`B"@@`3\UV1)U6&38HO8@",6^RA0TY MG'U%%8QX(4$TC!PB%-,%"Z#L$%`IUA"(T(PP,D M\H<0`>(BD80OC.)5'/P#$4BE!1-D\1!UR)W#$(&')9CA#UF0`T8*<(`D MF.!;8FE!`YRP0=X4(0L6^T,9;A"$JNEA!W+H`1$OP88*9$$+A\A#%&*P`PD( MP`%_>``0$D"``;Y`P98X`-$S/`0'"``3J+PM#H4``!*J`&R!(`3(0!` M#24PV0R`P(MO'`(&%FB#!5M1AQ7LH`T'L``"Z"`'"R;`"U(0"`G^X($VF.$` M4;"!#U#@`P#\836#HX0=*!`"ZAV@(`1B43#(3Q@.A8,`39G^,-!#T`!UZC@#S9( MT`:>!H(5R&("WUHJ@1@HB2><`0QQ.`,4\D`$U[Q@"'N8Z0,X\L[;+0(,(2## M&0#ZAU\V8`-7"(,*#O`V`CCD!#Z8GQ+6&H,W2*&?(Q-!"5+PQ4/8(0)"_<,* M6F&!^35`#M"KP`&,P``R["!3;#B`%BQ@NC8PTP)U$(,]J9"&IV&"">"T2@+( MB`@T1.@`3VU$"%RP@@A49*%@6,()7G!!#0S(`F`X`_\7_I!$$`6A"K'1AP@&CN``S$8H,+_@`# M.9#C$@R6@@TTFX4_X`(CAW@`&Z)VAI\VX@1G:)\B?DF%S?XA`$O80`/,<$BJ M',`*ASC#!O[0`-0<,(9`""&%YRABMDX!"M^T,A#!%$%.$0!#\'`&054 M(`9H*(`=Q'"`%Y0@CYE@YA5$X,\R*J`!#>!R?Q71!Q%4@0YGZ,`!&)"`,V#P M#VP0*A*@5X"0"_B!#O(@!RHD(A?*AJ_A:@SKE4]TS^<0=<* MZPHD<$`!G'3CJ0,X`/-8,5N,!)$+;R!6!58P0%]4Q`=5T`,-KI"+3VPD=;.% MJ")4S55%A,`&*%!!"N:\C4-H8`@F0,(+_LQJ0">B#A88`@#80`$AQ@#1?YC" M`21`@!ALX0$`,$.&(#R'O"%XF%ZD3,X`K,^X-? M.Q`5_PD0Y0!\Z+D:KZV(&8!A",%6!`?DT`$K`OO7P=X`_N1@SQ-3P`YK/H2S M9UB'-V@@`"+`80%6@!:BFPP&#]"='JX0@TV^@0U99$41(F*L(/(V)7!$P5"/6"S0`&[#T%\?,"\"*^@!`>2`=DB?`0$'\(`J,#"` M(S3@"WR-'/`1VX@Y>.$/&7C#`XB5D!HX@0"H'(`<7&""E`2A)$D@P`(BT(`] MO`$'!$#"!6)VAH$2X/A_:,)KKO"('?!`",%U.2YX,((-T/_@""MX0P=T<`8@ MF%H1`U!!'=!2?U`#'G`-.W`""]`#0T`'+K`#*Z`#?Z!Z7[``(1`&FN0!%G$" M4"`R'!`&$\!LFJ1Z'Y`">\4%7"`'5_`!0'``8*`!9Q`'&J`&/H!C64`A$]`& M8%!G-,``2U`"'J`"#``F?S`'J7`)&_`%2J`!5Q`Q4!4_))`$=5`$32`$:=`& M"+1&#H$!&!5`)@+0`QLP`6D2`2:P!0``!%]0`0!BB``FEP`B"P!490DMI&!2=@`PS0!#[&A)!@`R!P M`B@P/74P_P51H&]_D`(P0`17@PA@)F`^=@@I4#+R0`<',`*N4RV@`@EY8`)7 M"0V,Y!1:L`$KP#BBL`$/(`<%!1,U``8F^964D`>9U!8#,$@L$0%8(@)^@%^C MP`0/$&KY8`=E8)>@@`?/.!L1Y!(-`)#/H@60J)B6>9F820D.D$^)H`,)$`"" M^8XDX)0"Q@,+T"T4<`&PA`A"`!^/$``70`<7,`/02`&:\0%3F9G*,@"":0`7 MT`8+!PDU`0"6^`@.P`,^0(R>H`]7G*>0@H0""KY@BKX1IG,#]Z M``03((@7A@$'X'F-,'N`)@6K&3](X#N+D!`$,`$55V$*0@9^4_^5RG(#7(EK MJA=9C(`#!R`%B"`&)S`$<]``6LD(`+`$7Z!ZV*8(1T`"`#1.(!CO8'+'``8X!\0Q`&&/`YC#`.A\`'9M``.``'!A`4 MD+!@%,!^B-``$V!B+$$Z^F"?.J,'`:#*P`EDP!\2W"(CJ"K`*2F^P`DSW ME`G0`E$0%L\X!J]1#8B0:7&IFU?A51AP!E>P5X`@:S: MIXWP0(O`!7M0!UKPEG^P`W10`!R`HW^@:BVE!>)V"`Y`(=.Y"`\P!(UY"#=: M!V&P!#QS$G4`!'!04^&U!/H*!UMZ`*8V:X?P!!?T!U?0$^#Z!P-@0`02!PHP MK@`@!ZC:L';P_P6S<%2O02`F-I;=(*&N(`>/::\LX54F<`5L8`2]4`*6T08K M8#$:!Z4(RPBGL9J'H``^L*KF(%EA.H@\:B"OT8V2@`8^H&\F@$JH$'$'T&Z' M$#]*$`'M$R$Q0&8=*@?:!@!].G'0`$B$``O M``2TT$M*4'(X84V'H`43P&I.(`6L9K57<5E%@`,?H'%;(`-O@`9($`)D=PCB M20/^5K:+(`9G4&U(X`).(`>1)9Y_(`=,<`AQ8`E<-@`)$+U3L05D4J^*P+6K MFDL[@`()``(B0+>'\`4Q,*1T=0A!4&^'8``'X!3A1@51\$`/L`0^P/^[QSH! M>M``5_!3J.`$9?``V,H(.ID2':!C"M>1QYC)`$]'8&;_`X#6`!!B("Q3.+!_`& M,;`'\\`$0[`$5Z`&]#L#<7``=N0('-!4*W#_`07P`(5`';1VNNWC`U_`EXE` MH8H``UPP!&FG"!2PO(Z0`V0R.%#`!8;*"`)P`2%P`FMF!H:IQBX!*2T0`%M0 M`U7P/Q2F"(YR`YSZ-1Q0-?10/,)P MNN9L#PV0!J)Q`DF'"7V@CPG(`T`P8<:P`4TF#5"P!!=``G3P`-J&`G)`NI/0 M!4MPP1-P85>0C4\I`QMW""V`J%T@!VJ$`'I\.9JJ+#0@QQI`!QC'"36P`P=` M`DJ``L8V"ET@`O_7_PAWL*Z*X``),+*1H+;X4P%J4#61C*F3P`?X0=*S!)!9`VX1IE(@`3Q5@0((`##*\:((&DF M4``%(`(L(+Y>0`(QP`8FH`0P$B>`2('0,J\P=&@`2I$3!3 MP'86X(1'L%;G4$5Z$`$$,@<$*`D:AQ$@@`!/0P4Q$`%L@`DJ$)R;32S[B'O4 M_'@'P#)(D%2'8`%"M4H%\`+!:9EU\,SYX`9J]`)+8``W$#`&(0$B(`<"H`:L M40%[<`"DJ0@:<%]@T!-.@`+3N@06\`8W@'LXD`07UP)O<&T2@-$"NP1HRO\+ M1)-$*HU?-^!B*1HS#Q`Q`7`&*J,!;^`&6_"&N?D(ZKO0$4`!+1`'"_T(J&`& MUP!&3;`$;E`+$.!/:K0!O/T'K_8'/*`+[5#0]6`"X/2?U#P")0`!*5A%!T", MJG:GBL`%K'$`'[0*<\"6)M`$$(``#C0/X':##D!Y!UB,`+5&K_!S/,`TNP!`N%N8B@!4O` M`X#%*PJB,P"Q:05M=U!1F`"RY.6XV@>JK`-:M`J7]0 MO">P!5'@`XC6`9-N`:TP=S*0$C9@Z"GJ>#<`!#"@DTVV!VU@`S-``!V@!YKE M`$?@`2N0F"WV&@>,"'H@`B,=P4"0!5RPP7>0:6F`RHV0`C:P!V8`2TS*`*K' MB3J`>Q]P,%L`!'LP`&:P!T1"!0R0!<76[/20(8;BRG^@!G$P`G[P&BM`T3PP M`!OA!W[<-AI(`LK,3C&%_Q,!@`>V!L8<@0+@M`?J>P85I])RT#YJ8`UX_*F\ M%U,JP`-[(#0%<-VNX0<.H`,^0"!7,*1XP`27#..=2=T'``<@L!&O4037_8B3 M0+"8+,WI.[Z'P`3.:0&9G`(/`,2MDP@68.HN+PT[,`0I!F%"Q&TH(`%A,`,L MX`%%W`(2X`5I^@$3DI8`%Q``3,GOAVF06L/OR7B0'J3/Q:$0`A>B\, M<.N7D`.*Q[HP$(R;$P!LR?R)C_S<_Y5#WS&5`@+/7`53``)XC0A9$/[;,@/1 MY/$/O/];>$"!*("U8E9"=1_90$*@`(>TY_A(6&AXB)BHN,C8Z/CW>0DY25 MEI>8F9J;G)V>GXHI?E)Z'!X[1XDM!V(P!`*F*IV* M^2LD```#0A@>./@3Y$`%0FX`D,A`R(H<``!X^"A4`Z8;BSASZMP9$48G#P>L MF-CP@E"'.`=\I/@CX8"`,D)8$2IW`$P>/1&`C"MPQDK_`SUJ#APXP;.LV;-H M)1;8L>3,$`"$N)PY$*/#'RQBZ23]04B%V!4*2(CUP4+=@29:VH@ED;:QX\>4 MF-B`7`G/DT-13C0HQ*`S`W>#MH2@T^//%L]E4/]A`6?.#,JP8\N>SS;NW[]_`@PL?3KSXM0QC]AU)9;RY\^?0RYI@_MQ`=)T*)%W?CHN%'N[@ MPXL?OZF,$P9V4BB@4@92F2))G&GC@*3(IPX13@RH0[Z__T,P7!'#`7O(,*#!!&B(<\-%_()KUVB\F7)&%%A988`(# M,3A200)_0#%!)CB@0`@*!$SB_\$`A,"@'2=<)./&!_)=,DB(2.:FQQJ$/##C M'P;'GG%^+<)FAEN4HX``!&R`,CK`>))!R)?R=AA![DX"XB'*!<1=#`%@R1!`"( MP1!*@,E(%)&`,S`&!WPK0`7X4(`N6,!R54A1$@IA@`M$``#ND```//"`0\!D M"%((UA@`AIHPQ#*T(`1Q```*J`# MT0Y1PA$XP0PK^`$((G6%"0#A4$H8`A*0X`,F::!\,C@`CTJ@`C0<0$I%B$,8 M(A`#ARA@!160P`A6UL@5(,$OKT&A"I"``ZU-\1)4J%;H_J`'"L0!`08``@C: M=P`T>``,,0#!O79@`M^MX`5M$",AEE$!$9SA!5.XPA!X`#`>G,``F'+G`#2` M,2N8X0PL*/_!`=A0`0-4!09-N%`:5H`%(;P@!E-(@@]V$#/T66`(2E##"0)` M@`E<@08M2,(%*R&&$73`!T[[PPHBD(!LC30$:DA``E[P*2J(H0F,(X0"KO"% M!$SA#/2X`06NH%>^_($.?D+"]01PH0"H804'&9@,JI"`/Z'I`%%HPI-N\`,9 MG,$G%?+0'T;@`P5$P0<78$`1?,`%$IXA#E*X`@(DX08Y$`!1UC*"EP@!",, M00T-H$,;QI"#$TB2$$HPQQ\HX+4L2,%=7(F`$M)P!B70#T,EQ`W!+KJ)"R@- M#,S)`AI$0`$U%D(/7*A`&I3&!"8H;:1A8-J9\&!>(30!+@:H``C_$"TD9!! M!15@P!.4AH*!5&``>"!!!/#@`2]X0(Q&J$`$,%*%*4P!`1Y>P&76-5\$#`,# M'IY"%O1`@BQ48@D(($`,KK:"-BCA`U[X3@C.X`$E-"%U`//N'YXPAQA\00DR M^`X,@*`N0Q0``+"<$03X]@<`S.$C04Y0#)`0`2YNCT+1+<0@7G$&.4Q@`K4= MH2%*6`$5%^()9R@9()40) M'UV(.3BD$&=0P2&^<$I(F##GBT@!S2\(@Y?.,$!XA`+6LGA`"%(-KK'_@ MM9)#`>1K^X<`=&"+'2B"'F0/>0U$PP!H4!H2/("1&R"A`R7`@1BU@``DZ+4! M-VA""4`@``.4X#L)F"<()$1VLA=!"0+`0AVHP``R-*`$2DC_K\8RNU,'1V,()B`$7=((3F!1'.`9)H!:W?>` M$!B!$CB!A'!)%'B!&*@(,R`W&=B!SK%!#Q$`+.&!)&@<%E6"*)B"*@C_'C`P M/"O("63P@C(X@S18@S9X@SB8@SJX@SS8@TER@IA0!Q3B@T3X'P/00T68A.11 M@-X@;$KXA/IP!V('A528$RVP>I#A``2``00@``3PA0-("'F`!20@:9H`%J=4 M">U1A<_C`&I&&0`@!R^@#BLP!P=@&X:@`%]`91GR!EY@"5W%AH+H"3#Q!UV@ M/2I`)B2EB(/8B(W!`-]QB(43`)LA`?/D*(-#)ME'`#)5!?,T+BF``TB`/RFP M`#HP3TL1`"6P+7\P!O-4.-E7`DA0`#?`!>`##D=@.IR@`[MC"U+DB+\AB85@ M7`"P!VC@!IF8!TW0!@!P!9+W`WL0`6CP!EG@_P9`,`(J(P8Q=`!#T&H4<`0H M<`"UU0)#@`!F$`<"$!8KL`<40`/Z9`F2PXJUUQ&*6`H`;N8`0(J6XD M(%.&,(64,83`:`C"2`@[(`,$,#T#<`,'(&)2@",5<$$A8`U50`=><`*;!E@S M$%T\$A9)`#!J8#AF\(71-CAI4`@CI3IC4@A%<`7L^"^U\@`AH(N(H`7#Y()_ MD`.$U05Q(&U_(`)MT`4\(`>,D`)GX(]_0`1`(`):@`)R0#N#HP(A,`+C$!*0 MMP^D8R9$)?WD&WZ9L@X,`38&',U`" MR")8('`&F]:"9F>``'J<$RU0(!U":Z',`$S`IB^`$ M;K$!(8`SYD$(>^"5(*@!9(D0@-(9PGN]U?(*W+2T`H4+:`H,3!UUV M!DE)"`WS.(0@!&_@$,6"`4)J'V(P`1F@$7\`%/]#25]H9`RH0;8,0CE]*".>W"#W@F!GGZ!UH'J@=P94O0!`9Y`(["!=+%`V*J!Q.`J1P@ M!\\UIL,A!%U0K'T&`ETP0PV0!,4*(RU0K(6@!5V`_Y5_@*RH%5U*T`4MH&P" M@`"OT0#%NAE]60@($(:.4`)Q$`(A<`7!T"(D\`4RL`%=X%:>:0<6 M0#;C5E"'$`(38`6$@*S%6JQ)@!<#`JJER(=GX#R%4*HA0*X'H)?".FG7Z0LI M`#A2,`3%667OFIZ:EPAUL`)#P`'9$B]9P(YCD`!*$`1_8',"D``=@#N(@`)* M,`5$%0LML`0-J5;R>`X'4)P!L`3\6K'@,8*7``-WLSS`T#*$(``/L`=G\`88 MX`"@^0`^T`8_@@@SH)ZXY1/3`ZMS`JM.T0B-=$6D4VIZ4`.W-!=>(!\#<`"- M:;2".`!O$@`L(*0;9``P$4NIBN``$K"M%0BA02`EJR$E#K@(`<"D?U`'$H"T M6`"AE\0!70""='NYF)NYFKNYG-NYGONYH`LHOQFZI)L-I;$+92":$L$"WO(< $@0``.S\_ ` end GRAPHIC 43 m62094tom6209431.gif GRAPHIC begin 644 m62094tom6209431.gif M1TE&.#EAW@'4`>8``)>4DP@%!I&.C:6CHK6SLLC'Q_+Q\:RJJ:FFI>[M[+V[ MNDQ*2IV:F<'`P./BXO;V]<[+R'5R<65B8D5#0]73T51145U:62TI*>?EXWUZ M>8F%A.KIZ'AU=#TZ.6UJ:EA55,"^O;BUM)B6E34R,J"=G+"NK-#.S5%-3-'0 MT'%M;&!=7$A%1"4B(N7DY-K9V(V*B6MH9X!]?(."@L3"P142$M[=W(6"@4`] M/-C7U=74U+.PK]S:V=_>WCHYB@E)1H6%NSKZMK8UKJXMYN8EZ.@G\W+RN3BX>SLZXJ(B'-P;^'@W]W< MVI*/CV-@7JNHIL?%Q"`='8N'ALK(QL[,RWIW=\;$PXZ,C$-`/TQ(1@\,#%M8 M5X>$A/3T\U-/3O'P[X>$@I",B3,P+R,@(#PX-RLH)Q(/$!D7%_GX^/KZ^?O[ M^_CX]_W]_?/S\BDG)X2#A#HW-VEG9UE75U)/3TE'1^_O[____R'Y!``````` M+`````#>`=0!``?_@'^"@X2%AH>(B8J+C(V.CY"1DI.4E9:7F)F:FYR=GI^@ MH:*CI*6FIZBIJJNLK:ZOL+&RLY)*=D<)M+J[O+V^OY4O70`ZZ#5H(*A$BA)\!8$HXD:'!3"$_(\;,*(1"Q803,OX0D$&YC-X_,E1X MH9R%`H&&WN0,8$0 M#1!B0P!."6+`""%(\$8*"_SPPA]4P+&`%%[`H<,+8Q#)Q@4"N#>&!PT$(846 M?=A``PB%9'!#`&'4,8@7>8C0P'IQ,$$#`P304`$:?XS`QEL<[('#&Q&\M<`3 M"@3PP1R"A##&%7'$0$-9"&A@@!9L]/C'!$QHH,,3`13@@@2-2!#`&U88084@ M$9SPAQ-C]#GE"`84,6Z?%"`DR`$!_""H,U8L(`@5$=@;4DY.:&&''^?H%,!B M"?1`3W0TG(#%"0%82P#_"P%@9\(Z@U!P[@<OIO'' M&"1PP=`?"=P0Q"`2@(!!`!0X,`6^P>6@KQ1K"$*$%HT+TG<2AP!`0US)"#*! M%()8T0`%E`M"<0\4!*"#`STF-^5\A&B!!0P!/"'($@$@,,@+#H`.P1\J:.'4 M!`@]L($@262*P5>#!]"%(!=4:G3H)_VQP!AO:#1!`8)$B+TC#JP00`!P]+.` M_Y-BJ`L!J4*^<<$%9M0K^01G7]:YOX)\(#``.1'`7AJU*_P!`#YHP&(O0!%IP@("0KA0XN]P;C)&L,=Q!1!#@&`'N% MP`:8`9H1KE6`M0S"`E0KG>W,-@<$C(%W#ZA`$.`QB""@;1"P8T%<6M,USHUH M#/H:Q`=^4(`MC&$$LOL#$M3U``K,`0`!")D+OB*(,1R`$%;00D$(,3AL_&%P MP2&!(#XU""$$@`%"ND#H"H'%E]#@!IKC`!2$$%S$"$`*0,BQC83P[^`+H0G*5,UTH"#"K0!^)U`/\&08`.!B;`!KM5P0T? MR(D-8?"!T%G@4VPPP/4$L;'M)2M&N(2!E`BA@*$]Y`^N,<`8V/8'.0(``TEX M``U60`![/<%)+``#(0C0@=O=+R>T&T,`[*:P&VR!!NZ*8TX*L0`ND"``<7E@ M$>Z5Q3]\0`@4R``0,D@*"6SA#QD8PSS_H``QVLX$8K#`;$KXAQY4\P\^.&>F MKE>"&PJ"`EI0@0P/L(!URN"&QEA+/R(X`3$(`8C?]-<00@8'(_Y!#&\X5_W@ M<*H;@"0(08B!WP0QM"3,L(M.&(02VL"$/"QJ$&444@#&0-0USA$_9(CC'`FQ ML0D$X0<7FH`6PA``)X%N$"[_8(._UG!31!;B#G?(QV\$`4E!."&+H$."A*HF M500`H&Q)2`$"5O!%#%1`#;X;`18NH$H:4"$+*CAD`TQ`@_'9LEN$>,$)%LO8 M"L##H4;P@+%X=X(ZK&T0(0A`')"Y+CA4X*`9T,("X$#,/S"!F#80F!,\<,;P M^2`,@L"/[1)`'7$68@`WN,(9'-D$$3AR$.!TYSC_8$MZ>H(*`7B!%6`'VS\P M8`$W,(X$O+`&=@#@#3-)H@_B<`(X*.!Z^B/$8TH',A]85`N#,,=&_W`"`FSA M#=B!`06P,(887"%D;S"I!U*J1)U)=AN"N,$%&B`%^FT`#P3IP2"\.(@OL$$$ M%D!"_Q2`2CBAZL`/X/J#%%0;@"'L9P%OF/`@[&"'C3$!#GN(WN;^X(?Y@"XM M.A@#!^:`!!T,PJN#T($/>H""'DCVBUA$\) M%D"!X!+T#RA$*-]^$-T"Q'AXV6'!"^QLNQY(1`1(&(05`O^PT2J,00)DT*0@ MY,N[WW!-U8-@01+KYR0JT&`-0?K#R031`AU@H$<$2$)S[_9%07B!#U)0FAJ% M:L;!`7@&1]CP("KPABC^X9Q;,$RB53``'2Q-!&.8`AVNQ3DB."`"E?P#%#ZP M9AY<9Q`3B`PAYI"'2I\Q"`MPP`S&$(:3/*!=7:"!`@;U`]DM^0\U6`,&:,`Y M.PC!"E]PD@4"@*8+5.`/+Z!!%2@`@MZ$H4]V6/;V-F"Z1^1K`!2`&ZG&]P?_A#$FX@Y#_H(/_(+"#STD`UQ(LD`2B)`$%&%C?#3IP`>R< MNA,+.#PP?_@$UG8@`!^E`==NC4\E)#$+&"O`.;%AAP_<,`%OF"$".!"V?P4^ MDG^8@P5"QN<@G(3:N2+:'_+`.24HK=VBRX-A1CZ"'?S!#6PC0!#4L`9R;$$_ M76RW&9(`CZ&Q;G#H.^(V&"L$3%@!#.:P[,5XSP(; M<,,-G)`!-DA`!V]P!0"`,8L"!&_`>[`W`O(#$P'@`7Z0+`0!6R_P!H+4!F^0 M`P(0`.IB`"Q``[\R!NN3!,T0`$G@`V)4`FS`?3LP!8P2!%H``BR0!"E(`_I" M`VBB0,[W_P=9D`1)@@V<$`?H`;.]0'P8`=C\Q-I MX0$:@'L,(`%Q(3GE(01I406[,SNXMPE`L`279PHG,`8;]4!)%@/^L@148P<^ M\#/\$5H`!56,' MU:@&N2!EP)8`&#`'&!"/\9@`=#"/&+`!=;`@>S8("T<(#[!PM%6&`CD51X`' M,M!N#$#=0"2 M;[$$:2$(&]``P$8%#8`"<=``DR0Y#_"2=!$]@_``,[`$*Y1H58`!"4`!4""/ MJE('&Q"/A&`+DE,U?[!9'E$'[R@(3KD!#U!V?Z`C`WF56)F56KF57-F57OF5 M8!F68CF69%F69GF6:)F6:KF6;-F6;OF6)F7>KF7?-F7 M?OF7@!F8@CF8A%F8AGF8B)F8BKF8C-G_F([YF)`9F9(YF919F99YF9B9F9JY MF9S9F9[YF:`9FJ(YFJ19FJ9YFJB9FJJYFJS9FJ[YFK`9F[(YF[19F[9YF[B9 MF[JYF[S9F[[YF\`9G,(YG,19G,9YG,B9G,JYG,S9G,[YG-`9G=(YG=19G=9Y MG=B9G=JYG=S9G=[YG>`9GN(YGN19GN9YGNB9GNJYGNS9GN[YGO`9G_(YG_19 MG_9YG_B9G_JYG_S9G_[YGP`:H`(ZH`1:H`9ZH`B:H`JZH`S:H`[ZH!`:H1(Z MH11:H19ZH1B:H1JZH1S:H1[ZH2`:HB(ZHB1:HB9ZHBB:HBJZHBS:HB[ZHC`: MHS(ZHS1:HS9Z_Z,XFJ,ZNJ,\VJ,^^J-`&J1".J1$6J1&>J1(FJ1*NJ1,VJ1. M^J10&J52.J5NF7:J26*2@`(%H)2$L`,%4``GF:$U``D;P#J%D))O00@H@`(\ M0`%TD8?18::#T`(*U@!PZ@!TP3IS\19<1))X\:=-X`0`X`1.(`%7@``JE043 MX`%-,@&.BF?N)C6..@%)Q0AQ``!(0!!E,`!7(`$_,`&?"@%C``1Z!^2```%",&"X?`'=G`J8V`,=N`]8P`"<@`Z`9"#?W`6&28(=$`&`<`' MQN`"8<`"SI<%H\A[$P`T_3B@IT(#"4`I`:`'A(`%;S`V@_`>0^5A#Q`&F0(E M5:6RJ?53@Q`'8@`T+^$`/H1"31PDFHP5!L[ M`@7P`!@3!AZ166]4H*;KB7\@1F63:'P0`!I`"!`P5."#/6O"3]\S`7)00=9" M".;P6X*@`NAZ+K"S-!P``$.PBIHS-&_@?"40!K_Z<_HJK8*P%AQS`7.;!#Q@ M!3]7`&5AN*$#`E%P%F.@$8X;`&JD!-^#!4QP!0]PO-F#,8!""-3ZI:TO)$QD7P`#%NZ]6L`>$8+C/,L)#=01FH`=^&Y/? MPP%DH'&#L`4K0*UBH,!`PPAM9KV%X'Y9)`/[I;FF>T,%H$T,?`@JH`$#F[)G M1*W;1@AU;%)T@#'#*Z`[-P9'"ZPJ-0<+X`&_N@(B`@$70`5_@L$IP&@@H$W? M$P`M0PBX"@=F]`<_HX%(7,H!H(D8UP`[1P-*0`,ZH%8_U[]6_#U8/`!4D`?? M\VA?/"X@P;6EO`8J]0>PS,;,`%X]*#$%!]H-AN$.`# M:3>VWY,IO_(;PTRUJ/P]'E>]T+&]UQ4UXM4``+L";E`%&%--O$QA`8#%T.$" M!`&LQ3P&5%G'_+.O/(30&L!:.38&:M`$W[,WTQS(ZW((UWP(PCRZN%HVCAO. M`7`!87H[S[;%/D`'_#$N*.%+Q_0],?P'1:!-O#>@;I0$&B%&4(U/Z@/0%XL# M+.`4+7"NT`$$VA0&GWRQ?O(]>(;#9;:]&)`"/?C0??,]#9!5`=`X(4`00*&' M`?!%%Y`RY^3*:6+,8AP[R\;7S.Q(.U`F&=`C/M#_`9WZ`]]S(=0ZO"A0`5'@ M!`2@(T?@0X^\`^2`O3:MN4IS0Y\[5#M)>`@@!T=P@!1@`IR-/2R-6'_@6V.` M/0/[`_"`L#0@=P0*.V.P/(P=L\5D!1RRM$X!`4BPB@#(9W] MS:=+2;KL`G%`7V2P`5*0!'OF$`'0!U2`!GL0`#XP-N(2VU."!&.0`G9``&=W MA`-J`'_R!C-P%ODA!UX0_[L-D<8)4`(C<-T:,`8R4`@`T MC`!$@$6K2DFBJP.FEBP!@)$.,`;S40($L6.,,L4P?8D%D7,*:"<`U."D`$$ M(0%W8-]_H"Q$!0,*H*Y#-06I2%1:`$7O"E+Y$#7QKO\EX`*&`'/4#O@N`` M\6X`\Q[O%)(%``%+\#J@J`'`YX%:W`%?0`4 M*?`#=Q8=$4`#6A`$)_`!$<`'HD4#?``"2*!5/G#*&T\R+O!Y;U`"/"M\&%X& M#B#,0>"Z,$<#"10=H]AT!M`'NT0"-!`$#$`!*("PPHZN9<&[V+ST)+-LP'NT MH4/6@D"PA%"+8R!B?V`$'1T`0;(':&*UQ/0`$\"$'1[_.L72/VYO7#@<.AB# M7H,-'4RW38.``Z1\@P'VR4DP:FCR`0EK$Z1BOX)0!72_^/1DSR5^*FNP3]^C M`D>@#C1@I?ADA[\AJW>XO3/`P;@!@'` M!FE'UD<+!YKWBC'R/6&P9W<((B8J+C(V. MCY"1DI.4E9:7F)F:FYR=GI^05@%)A1.".G^"`#M:`4A5A6LJ5E9K@D"%-QB% M`V,!5G\V@A&&&>*AAP')019.6(K@+>'$"-* MG$BQHD5&`'P(TA(D@)L9#FX(&E/BSPI!I@)TV&5!4(`K\H(8BO(#V!\[(D:. MJ?!/GB`V"'P)>N%$D)*+2),J7//JW/'D"-+GDRY2'O'/@B@ M@4!5X@E2'B(Y>#%!##F4X($$#,C0!X$]K-!''^C]$0(9?8`A!P`>R(#%'B<4 MP-Z)*")6`1(1!,#"!CATT($88^QBB'Z'./3`!R[I(=\AXQUHB!$:21$`'UT( M0D,'`?SP1Q5(!,"$1M`QH04+`@20P0%O!#"&+UND*.:8?(VA10B^('#>#41H M\B%Q`WB%. MZ#/&!1>LD,`"AB+ZAP="9PH(::@`P!Z\*<.KLLTI9L<$`-*10:%4] M)"%(#OD),L`!?SC@$`4GS/#'!E<$<$>LLQ9RP`I>"'KJ'[Q*,8`@?[1HP;#H MF0*'C?0&`"ZT!!<,T1$Y>#F%+R00L,`2)P30Q"%8"((`#W)D`!T%2=@0QQ_. M>7%("[X(\<<<3-`P!1B"K+"%#T=$:0,(@FS`A)9B@K08& M%VUT-DF.(@@<0XPQQ1YCO%G(`RH$_P"'!3#Y1D$0<%QA0Q(7Y%E("X\&H,4' M?,A#PA$"!<"&"#EYI/,;-CP0,1P=:9&#$FULM$/3-$!W]."$>U+!#10,H`($ M3\#PPPE,*&("##!X400S"&!`^0O(&&('!*"'KL`6=OQ!QQ0,[()!Z$00@<$[ M#V1`P.IT%$*'`D[@0T<-=O!0^._`!R_\\,07;_SQR">O_/+,-^_\\]!'+_WT MU%=O_?789Z_]]MQW[_WWX(BGK_[Z[+?O_OOPQR___/37;__] M^.>O__[\]^___P`,H``'2,#))``#\RJ@`@L#A"C!83D+C"!?<'`2)+@A`"20 MH`;S`H"SE?]@#O(4[C($!@N@`)F5% MB`?XX@U?0(0\3/2'*00@-HC(PAC>D(0DC`"3)YB"(39P.3%N`(W_F91,4%2` MR4*T)`)S0(Q&A)*'0LACAW_(PBA*,`86-(,&N*#`&.[0!0I(R@=4QA!H"8QD3F(1I@Q`"DDH^%$,@4]/$&&C0S`XQ:@$8K@$@- M_2.;@G'!"/A`QC_<*PP`,TQ'7()&>0QR`7VS0$*",)X16,`)(GC!:0+%AG<$ MZI8N@8XMFI4N=1A4;#((0$D0P5`M>&`%\B@"1`,6`7TTE`F\I5#V,>&CD?%!$G#+,A](#3&^ M8(,MQE!)>5C4)Q)(AQ8*(80H"<(-+?B#/H+`+12X31@G,,4)R-$`81Q4$!`P M1`$:*@C6("*I*@"`,0?A)4/P:@K$*01NJAH`8ATBJ$6E0%,\&S`K:^@`,5.`+`)Q$#87@T02L M&EY#N&0%!C!Q;?_59XL;;"(!)2!`"C2JT1_0X`<;+8,5$AP1'`CX#P)XPPTN MQY@>_X$<%Z""9`N15"FDPP>'/1`)!($'DP:@.W_P\@_2L88VN:0$3#+BHEKL M)0PH``$!A;$A9.R2-_#9$*W`,7D)("L@_R'`$S!Q`'SPAC7\8)\NP4+5EHR^ MP0;``X\P@!&@P(4>X$$&'M"H5K^4APE,H%#"X(&L(O?_!QZ- MP+4N24$>`R`!'@&[?#-X@\3M#1#;S<4#Y<)U#"^D-"S/T<,SPAX2K!3T+&L)SQ]ES"8["#`BC^!U.8R`RF M<(Z!"]%*;8F@``00A`)DU:PX1.P$T^5#&,CP`>2,`0AFTLC#Q]>#403!!YD: M&5V;F80/Q``+.CA`[1J1DPYT[B(>&`-N);SVB>C+#?RF1E@,00$/'"`&'NC< M`9*PA2$@88<94/$85I#X0/6AW-'6`C+L)*@`_S32KK(B,T/Q;-TQ/$!;"C6% M#WY0*"T)H@EQ..P8JJ"MXOB"`[X(;\0#@.(,$3H`52CB(-;G@2`$RB:'<,$% MBA@!H5.B(V2OB`D"P`%AAITB>`O!&S[`%#LP00U4<`AS@`!D(0=,@`,;L`2= M8`$6,`)D4020GRC(`?79@B!)`AOP`5:Y5A%@"^I(@CKM0`K MLBWZP`+=]`0(@/2``GGX1!)(01K M$%V'`"P3(Q'650;G45*1P0/SD@-:,0,D@$V,%@`K($)^940DX"OG8B#D]0%U MT#=>`'<(`$3A!O$.%7!W`"L((B9K`!`7B(&D!E).`'2B`$O_<''2.,! MOO,0$Z`R=8$(+4@P+E``4!<;N"0VN`+2$#_ M9G\@!;Z02MP@*WI@"'PP!CFT!D;P!RYP`Q>0`C-$`%Z0`A'@;>=H"%1P%@"Y M"=$V0RA7'N.U%IY`!U9UAQR.A#`E)ED=U>`'XPR!@$X7J&G"1MP$F3``B"&"$``A=NP>DLH"1B``#E$ M`S:PCHXP![_X"&KH"YBI!5T"`Q?P`R!@E]:@#S5G3%K0#!T`!7;"`C;0$F.` M!J8P!HR7!.$QA$9T`EG(3X774&70`R?P1`%P!N:B_P(7P`,V0#DP,`!D1@'Y M1`',&8!%()GSHP,TP']_$`<^H(M^V0DMX%-T134(G70(@! MP"T1HP?-``,0A@I'T`H*H%W,R9QD=!Y!L!D!-I`!$`8`4`91P@<,U0^-)0'* M4)LM(`^LI%6Z]RL6Q7@KX`)!\'4I$`-$L!D#,*&3MSXM85X,H`6)EYV3(`10#$4#=&`$1"!"K3`$$,`D06!L&.2!+K%# MC>422:`?!/C&`!GL4$4T563]0&3**(,8`24M$' MXB<(%0"=AT`%?>!<@D(#MC8#!,H)/.(#%0,=<9940A('9[52+K&0_,(&4=$2 M&EI_E]8DC8H(V@(,&^`+XW$>I/`'%=`/9L">42$"3H`"^K$OSO8&;6-$?UDT M/$#_`*%39-M@8F%R:6-`=O(P"2[`>PVU`'?*!/`J`:5C-3!0-@$@35!0L)CY M6UF@@Y1`#F"P"'8P`6[@"'Y%E`;@AKAP!`S0$"ZQ!Y'$I&;H)8VE8A]0C(\0 MI5^#5Q[H`Q8``TNP!&\J"8,U!OH@+.O:+H6005)+AYI&2[<9`&I06DK$!DGP M`&98`5Q0`@@`8<;4QZ(V%:@$#$`4@L`+>:T1]L%21@`8',`0F8`9QT+X78`$"\`YHXB4^,6,J MP``(@*:-(`8ED,&&<"]C\`+.^P==(`"RUR5!H`$Y4`%M\`,3``:5"`((4+V( M<`(+X`4NW`D/0`$$```"0#FX(O\K%G4#*H``!6"EA_``C14$@/&U:X!)/9`F M\H!^A]`B)X`92X4;R=5!@V`D'4`Y9!`&1W``4R`!*]4!DK(&U9J'B$)0+B$% MLO)$29`E$QS!PM.RX0*6*#``W%*=/=`"9^4`?H@)[$EB@K`%&M/)O`$2B`G M.:&J'"A@I@``!5MMAI`NI+(#EGIUMAD`>3@#7L(#OH`K;H`$""`K!"`/`3;! M@S7!P6/_P9)""C&@!2?Q!KZ02&]0N)1@74*0+8)@!$1J"'X@*$]J"`Z` M&VU0`15@`4CH#3G0`R7E!PP`TV%@)N2EJ)/@`,QJ1&YP*(CA`@!P`Q7P)2RP MF']@IC,D*Z!4B@&@`.!@1`/[#6B+"`$EB/!`5A@+:-2V$G1!`!.97"B_1PX%S`?HE_P8PL%IG735I M@`49T"48=2OL@G%"(==&PI,370&9X3O-+(W2&`(3H`4TJ0E7UQW9%@$`T`MU<7`DY`0`'<&68A`8SD'$JL`!DP)GS8*^08@783!@/T`5#P)Y! M0`9;@`$G/3Q=X-]/@``YH``9H`9ID`(P,`1R\`4W$"5($)F45@(%^P8M$02@ M5-4N008=<598X`L.*09W5M<^;5);9?\`9K`"0S`!2<"MDP`#<+!/8>#FAZ`# M#MPD?7H8YZ$%(I<^8(!-!2`!:GD'$V`%(_`&EOL'Z4(@1F*-OR,'T?8!$/0` MIJ!$*E`#MN2'2@3'D&`W@O`#(]X(71`!*5``HCT8()T_=F"GA=`%%:"[A0," M:8Q.6R$&%Q`!";`#HR$$M2,"85"^D*`$=O(#]UV3QEX1%"`"P'[LS-[L@S&) M6W&(7=`".-``,]`#4I'MVMX`=VH_&_`$&&`"&+`$AI8%1:"<0)`%(``$"H`% M68``!/`$7*`#!*`F]G[O^)[O^K[O_-[O)```5@``)&`?)%`?>%`?]2$`4F`% M>/`"+^?P+P#_EQ(_\11?\19_\1;_:A@O!1C?\6)0`6&P`!P@!$)P`S)`!AW@ M`W<0!&[``C[0`3J#!%H`FSJQO$HR\[,6BIBY\U\2!#=P`R"W`&QP*T&P`%?6 M`536`4B0!$%/94[_]%`?]5)/96&*/^J7QKCBVUB_]1=`WA(P!1UP`Q8P;!Q@ M`1,0!FP`!90`5*0`BR4`B[T__W@'_[B/_[D7_[F?_[HG_[JO_[LW_[N__Z?\`0K,'CPKT!$8">M6/\2 M9`<+`P@T%G^$A8:'B(F*BXR-CH^0D9*3E)66EYB9FINW^#AXN.>"DEO8D7DZ^SM[N_0)6X!2+WP]_CY^ON2#TYWIDK( MX4>PH,&#X:A(H#&&@P*$$"-*G!@+AY<+-/]4Z*#(L:/'CY'B:*!!XP,(D"A3 MJIRX`T:``!'\K)Q)LZ8[)0+VO%DVPZ;/GT"C'6$0)D`0%2&"*EW*-!:")`'@ M7$'5M*K5JYCL]/`18,T`K&##BE5$AT.0`#1$C%W+]BJ5*33>+"C1MJY=GW)( M>+@C=0::NX`#@Z0")X`6$H(3SWP@),B70D=6J)FLAHA/*"['B.BFN#-(.38" M8"AD1\&;%0HL!!A",P0?DE?L>)Z-DD(`"H#&:?BBZHX,;5$0(P!]]A/''$6-(P40`#S$@ M6FYOZ(*$"Q0D,80:(P2PQ0>W4?&''-?=LT$,9[%@@6PI5ME.$PMH$<"+>RQ` MR!A\`#B:;0UZ]P$4N/T1I`8``.`$'1/QZ M8X<5*B3@A!I/P+"%$51LX<0?#VRQ10\PH%>(!FG84"XA&D0`1!QF;&'%#INV M$(.PXB30A!9CI,!KNQQW7(D`-,`Q!!0>EVRR(T[L,88'/8T5AP&%X+`##BXH M800%.6R@!`\R[U"%$=-50<%T#130P-$-](`TTB@L[?334$' ML@$``HA`@A4OB(`'`&!+@8<`+X"!APQL2X&`%&S'+??<=-<=]]HR?`#5&W5/ MP;8$?\=PA01D?!!!!14L$,$)'RS`QPD6+*`"'_^)+Y!X'RM@WL<""_0A!N>@ MAR[ZZ*23[OD*I7-N@1`6?,#X'D)(8($$*TS0AP<@,2+"P0>>6@CS$&YSZ,T4'JI5\PQAH+ M=""7Z%I<,'HVXX_.O>H?I$#&%!^T3@89*JA0@0H.R%HH'&`%V7EA"E9(`0=B M8(4&.O"!$(R@!"``00@""$J2I`$=8!0[I8HD06.$DC"@`?H[0,D4$)>1R?&.LP&"EBJ01#SZ,3`UD%0'L/"0/QK2+B08P1B&<`0[ MG.B0D`S+#+)Q`B!&\I)8L8,8`G`!'=0!DZ"L"@9.,(8[%#&4J`3*`W3@@R0( M(8"IC*5-XO`$#XSA!B"@F"QWJ1('>(@&!."E,%5B`3CX@`%_&:8R.6(`*RPH M!4I:IC0E8@(5W#*8T\SF01X`AC6L(07:#&=!9J`+-8CSG/K@`0?8\(:OH/.= M[DA`"DHQA33"\Y[A`,$FI]4>?/H3'!X*T`RH],^"4J.+0=B601=*#0`@AJ$0 M_XVH1"=*T8I:]*(8S:A&-\K1CGKTHR`-J4A'2M*2FO2D*$VI2E?*TI:Z]*4P MC:E,9TK3FMKTICC-Z4<&\*)"F`$!/8U%JP[1`*P1H@4]0(0+D!8'I"EI`T># MY20`,!U$S*`!"&B%&0`@@0@,X`"ZU.DS*G"`1#PA"%HPQ(UN$(L#3(`&\2%$ M#.)4@$*0`"-&)80)XM0'.RR`'DK"P07@@$5%/`!$A2C#M(Q@B"_0HZRL&,(; MW-2''5'A,91P0!3$"@HB!(!0B)#!#PYQ@0[$P@%Q>N03Z%J(+-R`!9LZ1`G> MX(4_5`$)/BC$`@3P"!%<`!$;DH$AD#2!5D"!!K_]0_^$1@,`6$W"`S;@["<^ ML*$B\+80/"A`#-A*B!SLH`PRBADA[%"`'(RW`!A(@#,,4(`')(`0*+`G([R@ M*$(,(0!U+00,@B#?/RQ@M'^(P!@*X8.6'8$$T27$$]*`0QRPX`+`,<2&1E`( M$X2ON']H01B&D%YGH.`(.R@`+'%@`!>`T0!#B(`+L%L``N1U!QM*4Q@V$`%K MU14%/.B">6>0`A$3@@AI2`$&[%#C".10NIMXP&'&<()"/$`G9[G6'R9P`6F% M80!(2$(%`C`#$6CA!@%`C`IN<(`T!>`$A=D>#XLH3 M#B+``)%+C`"!`>`"$%\GH2.$"($2$@`!:0@NHW4@@E,6`*28C\'RZP>LN`3CD*1$EX*0-TD^##!!"\$P@*!-@H/T4S/^A\8<80Q:(4)(W M$%OC'8!Y<[8;@<)TH-=UA)`$3?8'"3`&IQ<#A#`')$,(59!6A*`&`4!Z%^!^ MG%=;61``&D`(9@`!;Z`"5(`;=L!T=3=\E'`!0_4'+^!F5W<'A"`$*\!UA`(# M,C)]?P`!(L``&_`!R34)3B!G(6!OA2`$6M!?A/`2)A`' MVC>!@A<`.I`#$J!`-4`%I8`!^"=AA'!YI/<'&D=?:?`'2D`#$%B``4!L6N!U M'0`'O6`%<#`#&-,J,>!AH`?`&T&$!(H`$[90`0I`!*LB" ME6``B@4=A-!F04``)Q``82`$#`'_`![2!UZP$PUP!9KQ!Q@`$"QP`S[``R.@ M`2Z`!`(P`2M`!4+P6U8P!MCD"'ZP92)`,0:@&DU0"+42`,6H"'S`!GGB!`-& M"'7@(6R`!$%`!1TP`27P`6T0!Q4P!BR07V:P'5_!`S3@`C^%%EWX`TG0`&1` M`UR``B+7`@#"!P<0`"/0"PT`!VT0`FS`6Q%R/@F%7:4`!@=0`6$`,V(P!D$@ M`UV15&%'`TA``W(``F>Q!G>P!%00`*9"B9.``WR@.(6@`G>P!L&8`=\S.3-@ M`+8T`BF0`C,@`1_@`;(Q`]UH`3E`!2L0!$A@`4H`!D'@`S_P(E@P!MWA""80 M!F!")3C0_P$=`(&EISIY90@ET%-5@&P^)03:\Q!7P#E\,!Y8<`<>0#%F,`0+ M``8*YH8PP#E#8``]X`&.`P!*0``+D`)=``9[(`$9L`<>8`6$$`(>8`$,("QQ MX`1A8`&G9`81@`4OP`%#P"M,P`%8,`,P(`5@1&^J9P]9\`)38%Y_0`(Q<'X< M&9JB.9JD69JF>9JHF9KD\%Z'4``$50C)<01'9@A'L$*8@`,%D%0N(`?916R& MT`.%]0E14`#$:0#9!1PYH`!*DIRSZ0@X<`!4>`A=,`#PU@,%<'V&\`0`X)L* M4``O^``*P`12I9J;8`20QUB$X(ST$(*%T`/>8Q]LX#UOIH9CX/^4E/``9_`L MU.AF?^5<7S(IH8``U3(&+K!E,/`'1;(%4Q8HD,"0K+D(!^9"!ERD4"(R(%?^``:%$( M:O!]C<`#8?":=D`&;_`0=N`L"%`$;!!4Z9E5JW!ZK8(!%_!F/O@B?G!*CK`! MO;@()S`"H'D!I+<%-*B*=Q`;A,`#2+`O'-`&Z0$##!"#9EFBFW!Z)Z(CC&62 MR>1>?P`'8?`7;?`;A.`#/)0(=!`'<=`"*R`&8=5FM54(>2`%3&H%9(#\HO&)!OB>"FJMC_I#T8``GFJ(1@!'2``1OC2.CY!W&` MGHXDJ9]4"``P!@]Z(PUR>E]Q`S\083"X(\7'EX20``%@26R*"9[Z!U/``@-Q M>E*Z!TF`&Y>753GP!K+1`AP`DR^@!"8@.PO@!#66!"JP8H2P!P#Z!R'0`TSJ M`6=P`3"0``+P`;GU!P?0!NA3`&9P!3>P!B>0'$SP.3>@/`GP!2MP`S<`K)VZ M(TSJI!DX9Q?`!0WP`=]46DE%!&+P`VN0!G$0`@NP!OPB`6(`/1N3`.W3)N8E M``3Z!V<5`2U@"A%@`\#1?>\5)`=*""5`8<6J":>7)O1'"*=G3H;0A"^R(,@& M!E;)`2M@!)U(_P(W<`9_L`:DIX"'0"TD^JE!(`!W0`-9``!:0*VHL@$>!P-, MUR8!(`,/\`,?0`FK"ANB\>`@`.MFWT)0%RP`9G8`O< MD80#=@`T<`19,`:/U&8C\`))D`0&P`%)(!M,^@,CD@K.6<'H1MK-_T+.',`<_L``&0`,_$`1%D`0RT0.EX#V1UD4VD`,K!K6& M@$&)D*Y_P)`O,@%O8``1P%U34`)^``,S4"0R8!L'FI$4T&9U%0@ M2G9?$;9_(`5C(`=RL`(58'I_4`<[&0<*,&`H$`1!P`$U$*L;%P#MX?]Y>+`% M;"`L3$H&P@LS-Y("5Y!<,ANL-\*QH$M\`3!4*9!P M%2$`!1]@L(2@(SVQSN9$`7R\*D9B!TC2R&O@!G/`!D$0`@I``U\19U1``FM` M`4PP!F_[!WRP`CN@ASD0!V(P`3G0S'9@!D&P`%F0`8.;`&%0`2#0`3>@!#U` M50,`!TYGS)&``^%!_P/7-R(^P`;$:@@O`&`E8%H55A@!8'\O01)JL2!K(*[O MMP:^,08TL"]_Q2&Q%P3&@HP/,-9M0`2^4H(W``<*4"2U)G:^3`-!`($[\`9( M$$U_P`08PP)=<`5:P`(*L`8LP`([X`,7T`8)W'-D<`&_!0)7ZP,J0`==`-D( M@`)KH-@WP*E=H(X7`$0@X(IA<'TLI]A`,(A69!DZ4"UW<%U$/0DND`,&H$L4 MP->;@)W8$5:8,`"Z;0A=\,M_L`%/0`.K2IM:4*600`7[$MM9@X%A``/TEXR' M`&-(ZMR'!`4><`%)T`%AF0AQ('S8#4DG2`6<>@A1--[JO=[LG4H+\`%\`/\K M#.`Z"@H$)[`&89`!UVU?&]/>4Z0`6H`$JT8%%H`$1_``=_`!%"``/L"!A`!C M'N#?800'4DT(`"`C)O!QA``#F?P'\PP'42GA`A0`\6KA9FH"GAA`!\!=PWUT M0RSB4V0*A@``&`9F0<"HAL``=[`!/PCC2T0#-FOAX46Q+[$""O4'5[`1J-+4 M/EXR6E#A?P``>:"I M/L@&,)`!PX,"I0#;^3FA@5XR1-`F`!`!0Z4$),#_`!$``#GT`"(``)@8Y6W" MY)-^ZJB>ZJJ^ZJS>ZJ[^ZK`>Z[(^Z[1>Z[9^Z[B>Z[J^Z[S>Z[[^Z\`>[,)^ MZB&@`P@`!$R0!0A``/#+"':@`^Q)"R"0`O"V"2:0`5OP4).0`/,6"P]```@` M=X3P[0B0H1(>B(S3YC"0I_V-"',`>@K``B5."79`,4%3"5>0AJX@[G:@;5H`FN9*$O8IX2=J9\5E!UI0S8NP!!+Y!ZUS"1RP+W*@ M`LWM"`;0`;U0!3:0J9@``[L!`@0?"<(:`/BN"BB`H^-5+?OM(4L(XU3R`1B6 M`,U^"'%@`330`W&`\G^`_]NV%>)_T`6LN<^JH@!-UYXO+Q.$@(HN`!Q2#U]& MSPA^@-O_>@D"@/"Z@%]@,`9((`-UEP3;L:9"D`)BD%QWX`.\'P*J M0?\2&IE5$\`&MN0E!M`&>^`LIM(%;P`(4SYL(6,!-`$??XN,C8Z/D)&2DY25 MEI>8F9J;G)V>GY$?$XP];"]_4UHSC0!)BS!C4@@!$E4!)`-(-!2,4G`84P%@ M!C0`?SD!6'\>/SU7`0->`18S04A_!`$0?S%C!1A)0G^S*PX=8R(%8QF-#&Q* M#QUW/'\+?'-_60L$F#9A?RJ@+0*@!8&+#@=>!*#PX(X*'F]L_%$P)D8]11@" MP#`0Y`T/,(GJ+7B4I`2<:P]HE+AP8=$8!C,"B.&Q8@P3'6-@_!G!P,&(D5C> M])!#X\H?"1=B?!!V(("7`3I`29U*M:K5JUBS;KHQ:I'_E#$)_B1XHZ(1`E=_ M8-Q8%&`!@P`K5%CX\(11@Q@#.@20D:#8GXPA=K"Q]B,(@"4!JOPYX:K!F[!] M"_0(8.5/'"0M8:`=$Z'1C36+,@28DO:&@4T)PGPH(2"`AT5]1OX!\6`IAC\A M>I`(4!Q9_/F#4N%C,GP9MZ_4A6<)#`"8<*F!@N4C#%#]P0@-!3@1@#$29O:&$0:RPT@2 M%@Q$'`P+T+$)`2S`8*,/`40U_\$(2C!BVR(&2/'<(C*,$9P$?Q%W@D[(C;0? M20B80,,/-``Q74L.L-$&'31H]X$;W>ET`A)5[#%2%S1XD2`3ZE7VAP$XP"=? M?G36:>>=>%JR`G]"DAA$A(R<]`J"XRTP0D92$$$/A,DT<(?3E@@9Y[TUFOOO57Q,.4.BV#@`Q(0>'`! M%6;)E/_!"C1@D-$%1[P1`!LL:&''AQH%$<`/.+"PQ@T9W?#!%@$$<<$;2BVR`%OP)#`G@\LP4(0"N3@ MQ`7\5#)``$,P\@4+-,P`1``!7`#'`4]@?0$-I"$1@`A6C-'#'UN\08;%-,3P M!@M*)'A!#3>\<8$3B\R!10`:_,'%D`#04+4,%V,=@`H^O`'$#&-HD1$2>03P M!D\/7Z`"#!B`]`8;),,`]<3XAB[ZZ*/;(8%P;4CM0Q))@.`("$F$(40;-T00 M0QLG;&%"&TF,0$0C6"31!@!YM)B"#R0\T$<2>)/1>QH[(*'_1058^#`"%BWL MB4,;$YR@A!T=L(`$"7\T,<((5@RQA@]-,/+`"W>(H<+9*8QP@SA/L*"`)6&T M(7G"$/_3@.B=P$PHL0`8`C"`&`!`.$S0@'`0( MX0,>:*!8IB"FNX``+3.``$;B!#5)PA1)HH`(?Z$$3)$`"$L!@ M!B4(0ACR,#(;R"$-6O"``A[@!158X5VDBZ(4IU@G@C$""A2@`#X:,0<*0,$, M2DA`'/Z@A#A,;`->?`0%>@0%&=D!"HM(``7&*,?;_*$*.$##'Z"`HC]L("Q4 ML,,#%K&!'>"`$1@P@HQ:`$='\``#_X/L5U@6L8,Q5B(!\&B$(+?X"#-LP)&6 M=`040ND(T&D"#9/L42/B$$E'_*`#-=C`$L2@(AQPDHJXS*4N=\G+7MY'+V^@ M`<]ZX\MB&O.8R$RF+SO.;X`RG M.,=)SG*:\YSH3*^,RG/O?)SW[Z\Y\`#:A` M!TK0@AKTH`A-J$(7RM"&.O2A$(VH1"=*T8I:]*(8S2@H'&`&C7KTHY\P@0Q& M2E(9G,T1(H!#TZ9"A>Q<908C'4`DY5"$%SB`$4SX`!E$0,I%&`$`2!""#NKP MASH`P&$'6/^$'09P@3RX#A(-&.D)LO`F#($&2'""'$!* M5JK(@`4%2$$`R``"+93A$6]!0%5<,`8!6`4(DW/8[_Y``D,0$ZAB2()+&V$$ M,;Q!`F,8@UR?QH"W5$8(#@D`"T[SB#NPC@TH2@$-8`B'2&K@#1P@WQ\*8X(8 MQ*>LJ/U$$URW-V,<@42-X$$`\):OOE4%!2%X0`O&=D7>+*(')K@C&P)@'D90 MX`>?I,`;^/"`(+Q&/8^904=-%EQ'A(!0C?C3'XYPB^-HY`&?E-`-$H`H>ZP_P@1!&`#LTC#'SA`&0-)80Y]N,$) MUJ"1C&3@";UQPB0O:0&LH9"0&V9$3$0-"2]T("Q""$`,K!"`,;PK!`LP!%5E M)"-&T"UG12+F!)S;71L$@`]_N0/6DDKJ?DM"O2O*0!8I@`'D,*`I*FA"%G>C M$Y^.`5#(:<`LMD$'%B@B.Q1(P@`HT(0!*&Q$GJB!PQBQ@6S_H09:4$8<+,"Z M)(A6#6.H[APL<(*`=*`13-@+`6B0!!JD1]LC*M)3QY.@V_2`!D9:`?JP]@5_ M.]T1>WON>4CSAR>`H&L`4,=Z_U``JX)F-E\-P")F(7%M+.("K\D1%-RP*JN; M^!.[(7FV*;"&"/\,<@X@0(#>^16"`.S/$:)A%",>_@"](^"I_0J`">S@4N[: M($'RV4`>?&`$J/WA:L9YNN:-S(@;C*@!-Q!!>1UPAS&`H0$K.(#G,Z"#/GA@ MS/)QPAO\,'%LL($?`6B?!:X<@AL,X>U_L(,,5E$)49MA!&]EQ(8;4($3/*'U M46O$#.Y``HFO9>QP(,%844"PO8EX$360`04V(($5X,.9?V@*!5JPZS\$Q0N# M7H`94#`:*&J^WTSP_`U$>P!:W]L!%4!F.Z!I`;`'?A`"#A,`:[`!!:`%/B`P M[#`+H7<'0@`%X=8!1$`16.,#1^`Y-\`FL]!PE.!"?1`&2>`S3_`,?/#_.S+@ M,`XS!G_7+SAB.*-``"EP!U3W!UH@9G=0!CW5=S[P`VQ`?`<`!Q\0!,E'$7L@ M9A/C!6/0!R/``D2`5?=':@=@!5C(;USW`5[P7@6`A2[P!R6@:I&4`"FP!2)4 M`%.0`BDV#HAB!>U3/GI@!>]U`"E@`V%1!C'@!6'X`%?0AI10`E:5?E:0&XQ0 M`E/@)E68BECQ%MN`)P308J037G]@!':EBK98%0,P7"M@2K?8BPW5``UP4KXX MC,18C,9XC,B8C,JXC,S8C,[XC-`8C=(XC=18*(W6>(W8F(W:N(W^(W@ 9&([B.([D6([F>([HF([JN([LV(Y2$0@`.S\_ ` end GRAPHIC 44 m62094tom6209432.gif GRAPHIC begin 644 m62094tom6209432.gif M1TE&.#EAF@&9`>8``(N)B):3D@@&!\C'QZVKJK6SLDQ*2IV:F;V[NJ2BH:FF MI>[M[-73T?+Q\>/BX75S45#1&5B8BTI*5E55&UJ:EU:6<'` MP%524CTZ.7AU=,W*R*"=G+"NK>KIZ'%M;%%-3+BVM(F&A9F6E>7DXS4R,28B M(H."@F!=7$A%1&AE9-'0T,"]O-#.S(!]?.?EX]_>W6MH9Q82$C`M+,3"PMC7 MU=;5U-[=W-K9V#@U-=S:V4`]/!P9&$@N_O[R0@($E'1QH7%RPG)Q(/$/GX^/O[^_KZ M^?CX]_/S\OW]_82#A&EG9RHG)U)/3UE75SHW-R(?'S(O+____R'Y!``````` M+`````":`9D!``?_@'^"@X2%AH>(B8J+C(V.CY"1DI.4E9:7F)F:FYR=GI^@ MH:*CI*6FIZBIJJNLK:ZOL+&RL[2UMK>XN;J[O+V^O\#!PK]R4,.&"Q)(/#*W M$`HX/`S-QY1"!=6%/!@6W18DM0L4-6YI%@>E`379@@Y](BQ65K=,)`+O9%U. M[(]$:1?\!,T9(8",!RT"_!`9!*+!0D$WU@B:`J).$2"$'OYID*$%@RP__F3X MD:%D@RPM6F0H8VB`GPT$8GCH,X-!R0PZ!.&XF0''%)YU!&7)8,,!SPP,"N5` M069*H0(`#F2(\R$"```M_I1!L*A`:_XE5&H%W^$*PC_&%?1T,`?-93`P1]N4,`$&WZ1X>X?%"B0P*T(5#"$ M`$DE^`<9*3"G1`43ZB"``80LX,(?`@#PAQ4"_,&``"_\08"O&:0A"`4"M*#P MG%,H_,<4BA&"AAH^6)'G'V+`,=X";-AP&CIY;'!&%0)D\,<-*BP`Q\D:D"5` M&^WX(<`"\]9[PP$0["!`I@3LL`0#IU%L!!.+'"&``%J@>`0<"#@A@`(0]5`Q M&2O^P;,@`'`N2!5,#%`T!`,`\,8@-+#D!N8^^+!`!L'^@8#0HW5AF@!*"#*` M#S`?!L?72'Q<`^X8,.X+`4DX0<:N@DP@@`:[V1!C#"D(4`4$61#`!!FS_O'` M_PPHGWR``$_8F`$37)R1KP2"J'$K(27D(4!(?R!!M-`(*\SP'VJHG2!RPX`O MW&@W)*"!3HA@!`&``8!)`]JZ!K$#-LQC$"78UA]B$#P2C(=F@CA?%`3AI<\5 MHE%#*]K1JO`'#UQ!)`K4"ADP,#7?"9`0!_@"!!!B@[=!20XW<$`,;$`#"4#` M"EV(`]M&P(`'T*$,;L`3`#`'@!-H3WP:"%8$WE2`AW%P!F08``%.P!LX'$$1 MU"B9`*QP1L<1(%^.(8(+&(`]!`C@`G+XW`(JX+AZ^:YHH(/>'VB0!9!YX`60 M$XD`9@`&S?%*``&KP0*>%H*%;60%+#`6`QBP`#Z(@?\!(LC)+S#`!<_=+WI( M(`/F_#"&"F"O45I8%P/>8*,/S""38#B9`W:VQ3;XP5?YPH,@\D4^07P/!&@H M)A)4,(8W#*`"+O"?(#)PR@&280/Z&L0=R&``$_V!"&.(T1D'6,P_O.`+':CF M']CVLPT*H`<5$$@0#A/)OT!(2;D50W8<().'8T,9/!!4C(0PS],H`(U_(/5 M#*&"/'13`'>XBP#DL@`T<$X(<*`!&8P0%"#T:@4UD(/<^F"!"B@&`'>HP!N: M0",RU&&+/?B"#R#`P1;L(`\%\(,@G,!&0IP`H$!=)"'.`(`>,<%Q1U``'"8) M`J)U(`41(`#Z)J@"6I%A!8/_,-T@`*!3050`(VYX@P!*8!=J&H$"%3AA%V(0 M@X']80<@@,%,8U`!80(0#G#8E`]$4`.W^6(*"=F!X.!G4`6@`0,VG8$KLU<` M+KB+`2B(@09\X(5,:N%D7X0!#1)``"W\801PH,!.K5!.*M`@!3M`05*0D`(& MI&$':1B!-/^PLO$,T`T0J`#Z!$$%,F2@`/^;@PN4H,H!9E(0(FA#]L@H"!>, MU5@"&$$+\#:SFBE4`*54VLX*D10!X$$#>9#(T480`P4T021=':06%,8FJ1H" M!`8A@$L$,`7+35`*9$!`OEA0@Q4DQ709`($'_A`'-KBK!5)8``!2\`%N<@$! MP9+J_TI0PD$&Y&`'_346'PFA@Z-DP"E_F$%6_F"/`4QN!`3I0/1H<`:HRJ%^ M:2V##$013B<][I;%20-6A`#."3@#E88#^WFL(`?@'B`I2&$&/SPT!'$`0QY M$(0=*"!:)2AF"FLX\BXNH((B@&`--W/*!`ZP+#V48`9LD$+VIM"`%AR!`6FM M@A5J0+X9G*P``D"`E_P*@V`>A@RLV>`&-`,#,@BI>.QYW`=FJP(X0.P/!7!# MV38G""(D(`%(N)H/C""(T`HB"'T(P`=LQ8-A3A2Z23G##&)`SP<(0#0@\P&V M_F"'!)0F:#J`0P_F<+3+R`$)5,A`6O\0A5/\[UC),@`;C.1H! M"D`&/)Q&!1`(@F__,`J!%/0BB!62PC>D&=@`:F.`/6)C'`F@0 M!<`:H`D0MLL4E/"OA!"B`2C`@59D%`=S#<$.4R9?#3[60MSQHJ^#8$'0#/J! M&UA!GC-`01.RUXP/L($!2BC6RT)0!C!T@0D(V(!.O72$)AQ`!,6F@`P2`(<' M"N((-:##'^C@!S_(8`MQ^\,3!+"$(U2;`8P*0)0$``"`"'"D0@`!O@P@HV\(,0@($) M4*.`!030!1&@0`F!REH)4"`(F:-@8XP`P!=.(((=;*$!$W"#[D90@QZ(H`]@ M(("*FB&$'A1ASHXQ`C[P.D4P!FZ`57_`!%V`!B+P!4(#-15@`AZ0!"B@+5\P M!C[P,'\@`Q@@`$F@!5KW!QM`!A_P!W5P`G`0`@O`!4EP`2Q`63"R5R+0-KUP M4#T@!D>H(F: M^`$YH(E/0`T$\`14``%-X`$%T$Z"T`%#$`42\38,,`1.`0$,@`1#4&J;Q$ET MD(S,*`,RP(P,``*;Q"(0@`/0N$EG((W*LQ&"``(WH&6,$`,,L/\>)E@(1,`` M7Z@("[`;+`(AA/",QK!!="0(4+!)/-`$-S`A$\$`:W!C"2@#Y,@$1$"-P;@0 M#@"-`0$)Z)>0#-F0#OF0$!F1$CF1%%F1%JD*'5!J%[F1'-F1N5`%_NB1(CF2 M)%F2)GF2*)F2*KF2+-F2+OF2,!F3,CF3-%F3-GF3.)F3.KF3/-F3/OF30!F4 M0CF41%F41GF42)F42KF43-F43OF44!F54CF55%F55GF56)F56KF57-F57OF5 M8!F68CF69%F69GF6:)F6:KF6;-F6;OF6)F7>KF7?-F7 M?OF7@!F8@CF8A%F8AGF8B)F8BKF8C-G_F([YF)`9F9(YF919F99YF9B9F9JY MF9S9F9[YF:`9FJ(YFJ19FJ9YFJB9FJJYFJS9FJ[YFK`9F[(YF[19F[9YF[B9 MF[JYF[S9F[[YF\`9G,(YG,19G,9YG,B9G,JYG,S9G,[YG-`9G=(YG=19G=9Y MG=B9G=JYG=S9G=[YG>`9GN(YGN19GN9YGNB9GNJYGNS9GN[YGO`9G_(I"OA2 MGY(R2=QR!0H0``JP!.O1`?89!$'`GYTR"!]P9`5P`/@2!1$0@H.0`1&`+U3@ M`0I0H(,0`X'V!RZ0`@*7*=C#H6'`H2EP!W4P!2+J5X(0!QNZ!R%P!TN@=2$J MHARJ=AD1`2)*_P(IT(X.$`#3<@,Q6@*(@J-A\`2#L`2&(0@VP`5WD`)AL*0> MX*""P``NAYL6D`0Q,B-P,`;%@A8^T`<`0'!]\0%$$S1L52@/\@=R0`-"(@A+ MT(&HX0%V00@_`",[8T5P$$%/PUQ_D`4RMT8M4`=VH@5+,(-),@<-8%$A$(<` M1`-P$!5Y``?HH`#``WYBD`3#U@[8Q``#ROU@#YH@*B M]`=?`%?M4`!L`"M/\*HAD(Y?0`9I=)MST(&9Y@'@(S2O0@;+P0-/\C"O\B:" M(`:>%1P"L`,:04T"H(O<]3@'4`<&I($;`3Y"0`@T\#@K\'!Y]@>!`O\S,<`% M%%<(WX-">B(`*)`GNL4S@W&I?R!65J"1A38%X/,_FO(XL':;("`XI20%KZH&?Z!;E[I]`N``>!6@_0X;*)( M`J!BAW`T`H`.6%)0*],KVGH:V40&DQ2N/*`!:(`_A(`09!""'0`\0J);F60% M2R!O?W`%C[.FM*8$$R)5I$$(;9!!I'$#2S4(*O`X]A2P`I!I=+6L@^!J#J2; M==`%`O`Q7O`X^_`XE^HFEV,T'FL!R3H17#@]#_HX^ABM`D`!4=L%1T8#KP(' M&D$#=>`&CQ,`2G`9X8H"<#!KA5`H`G2U::7_6R$31H1`)C1X"'#P`'!P:M$3 M`084-"O`(D0P0X]S&52;:40@.("$`SZ`&W``K;79`/OA`S4`!VQPI(_C*Z#S M.+B#!P7A!]LX!SM`>@@[37"+""2+`1H@`#Z0K12R`Q"@-R'`.@W``*^:42_[ M.(]C!7$K"(A[H;JU#KI%`P;@N(,@*Y'[%%90!_OQ;H*P`@H``=(#!SZ@/.KG M`,#S.5>;:790O("T!>X"/+-WFPN`35P@.'V`O(^#OG^`):\&$8_3O%DU*U#C MMB"KCP`0CV@K`!^P`$IP#XP#!CY@`9T*!RS!`[53`I7KLN#Z.%L`/AM@"!@[ M"%4`/*6D6^0#OB'T_Z^'<`%68`'V(P`:.0$#U@)C6FH+8`5*0`%/HANA"R%H M<"-_8`(;T,&5JP0:49MG8$`BH'<)$12"PP9QNGT%!310LA@JL`,S,`/8)``Q M$,&"(`,TH(\DBSD(+#5DP`5'8"=G*S?QB,",$ZX,8".SDHXIZQ@ME!N.H5L/ M@UB$P&H"H`?V40=(0%-P<`$/(`:O:D]MT$X!4+E)<01LX`$.0'7/5;]_8"XE MFS]*<`1'X`';>@1U$`*`2)M/5K44\CB:DP#@@RU98*49"L;E!&'VD0.ZU;QX M)@#9N@;%JX]FH&@O4+GHT@7#)@=B108X\`-D%W,"X!A\/`=1JR_MB'N\X_\` M4R`]_Z-;2O"+A3!VV,4`6*`!?C`%V#$(=*H`4[`#6?,'8=`Z+9`$:9`3[LQV M35`%KYH&&<#,=M`"*/`Y=?"J23`$E3NUL8DDM%P'>C"TZP0\$V`%;%"".F%% M:Y0U]J,$.#"&U-L#&4R]CT,##T$0X`-0-``#:P#1Y*,"9$`#-.`&2;"M+)0? MV@,#&44#*#``-ZU15I>B(_`&E;L#V%(',TW3)["0A+`I-$T#(3`%6D#33!(" M49W5@LP$-'`#Y$H#'W,!42T"-+`#;T#33R!R?R#6-"`&?P!P-.`'*E``.R!( ML3D`>(W7"8C7ME4'>;V-)IC7`Z#658#705'8>"W_`X*=UQKY!ZB3`T;6V#+P M`@.P,0N@//A)LV^S03W*C7_``]-2"$$0M[85#%=0`Q0SGS&I!6(PQ:K]VK`= MV]))!U'P`1\0``<@J@$0`$[!`P$P`FN`O(Y]!+L=``G`$I&@VP&0CK(]"TR` M!G``/A;``]C$!D)@:RJ5!JE!C_O!=F"P')$@68^3T\U="PS@MTXC"('[!WRP M*_`'KR$F``X=":8C`*!;WJ8``IGX0HY-!4B@`/AI-'XK2$IP5+DA)`.PW8.0 M/?-M-)D(`5*0B2!`&_$H!$C@`95[&77@WX5T`)D(A.B`WYE0`#20!MNJ`%!0 M@6[@!FX\X(/`!@,P<8]S_P(>0-Z"P."%$`4T\`5PL`,MD,$:=4=_@!MCD+DM M``5L\`8BX@%84+WJ*N*90"1;$$YZ@&<^D``KT-CG+0""%#6T1:J)I+3R70A/ M(@2%,@)>@@*NMBM+'`#.6@5VL@5;Q"12RP%$"N67<``K(`:=:@!24,(P0(X" MSN4`,P`@``1"T`;4VT.#D,%36P;PQ7TGL%E>H@'9XR[@8P/U/0#;YP/803Z* MAN>9T`1?X+,[LP8#D`:/`[%1ZN(#]`-'$'1&\ZK6]31C+@@6(`&]ZM@@X"4< MD#VZD^GU_0-@\$[YP4*/HZBB3@G20P*%L@(14`-VH#?FX=A>&T.X(5$#]@<2 M(/\VA%#L]B2T),`'QHL$O>LE7)`]8_`'3V($=B0`3,"T2#`!*_PXA;3LED"H M*QVU&\`'/I`I15J]5D`&0N,X)@-P$_39A5(0*PX^"L`HLQMIQJLM9%``_P0^ M=]($&&\%9I"R:XOOD\``1G`$,B`!!T``,``#(F8(3!`%%F",[1``..`B"K"0 M09!4]HDOZS@$_0D!4Y#S"K`<(T``34``.!`41)!4XX$#^'+O(&\*4/KT4C_U M5%_U5G_U6)_U6K_U7-_U7O_U8!_V8C_V9%_V9G_V:)_V:K_V;-_V;O_V<#^5 M))$!%H`!.!'WLV`##S`!)=W3&'\";6"XYDF,+`D"&J#_43O`!0GS-3Q```#0 M!F2@:]#0A@`<(- M"3/(P)(``3YPY^0)!F/0@8Q^#%[R\8Z@U'E1"79NGH^GYV00*L<``A?@VHW@ M.*(%Y?G"Q@=1-M!(B8,+9`)U MBI"1DI.4E9:7F)F:FYR=GI^<2V0T9W]G2U9D7#R@F`$;K9$#`B*QMK>XN;J[ MO+V>+C0T#80N:`([#+Z'1FS*_[,IRM'2T]35UI\Q%35-AGH"`E34+,V^S]?G MZ.GJZZW9;$R'47X":1W2%S2$=52"N'5D'-@)'$BP(#H((BHDJ@-#@`\/T0H( MP,$%C14)!70U,LBQH\>/G)CX@;-`D8T:<%B48R&`QH000WAM$/!#$Q$W7PC, M.=3"UH!'A&)H^0(#`LBC2`?6Z2(@!J0I7P3@R?4CQ0,#-"H(L%+$%P$!%S:1 M0$$#`"$&'`PD,<`B10H0@X!$J9*)1HE""?P@<#,BJ=^_US@(0"*I80U6B.@0 M0(#IR#FS\$2,@B"$(I6XIJ4"'$Q\!$?XT>9/&D`*X-;[1PG%I`QK6@TKT M^*-&"_^F!5.6,)`#N'B1P"`X"`&!%#1DZ9I[2<` M"'##'Q@(D($),TSP``-.8$#%!%1X,`%BEY3XIB0,?';G(!<(8!LA2KK!32$\ MD!%#"U:P:,@/>5CQPB#9[B#5&H/8,<(&?B2P`QP'6"?'"F;]X=@.6"B20".; M:E*&`<@E\H``!U3!`!(.JL!`'43DP(`/<%CA@:M_Q,&&GX;$$<8)`*8P1AMO M:-`7PF0$4$<86-+`#&0L.H@,*`CR!KXQN$%#($#3LY($`LPW21!0A(-'2`#?0_<), M/EPPQ)@;.#"("/3\H>31?[`$!P>$:(#&7#`4-(F+&1\R!Q:-"(`&4=XT8@/ MJD>!PSQL<$&`"_/5E$@,1_"!P0"6%3+'>U;`H88B=7#1]3=M8.U\UJO#L8,+ M7]$@I`!-N,'%&495BTD+Z5V"`!EZ=$;(!]_`X``(8WY``QD/''%$%&G4HD$% M?0@PA@$UN`&JQC[XAA7$((!7P``YY*0P1:`!08>2`@O*"##!GPP1HZ,AW9.E,"!""&.,2A!C<)(@@W M(84@?F9+2F`#&6I@@%(:0`()2`$8X"`&.QP"!`!X@`2.T#DB*(`*2!!"(>V` M@!3H#11VV`DBB!"`%8`)#F9`!`0*P('4)*$'6N#`#.[S!3VP\)'_V,PF!-"# MN><G00$##/1T=*TI*:]*2Z\!XA3*#&&[R@"C\`P@^:`-,L,.`'/\B`3C/P`P?H M0*GC`'C`0@CVX501[\*H(1*""/4Q@`G:=@`@F8(&[3F`% M*[CK"MI`V`FT(;"$'6PI"M8` M%=BL'Y1@`#;X(`DTZ`,-WH!:.*CV?5L:Q6AC2X,:D&$#;_`#&]I@@3&`80\J MR!4&-*`!/>@AL)%MK&,!:X'"MH%6!E#!80T+6"UP00(IH``75&"5[6;WJ?], M:B^&$('RFO>\Z#6O&`!@7AC`(`(/X()Z\1`!/*@AO?C-KW[WJU\"D.<`0G#! M%7`0`>IY0`@Y^,`0%K"``>A`"$/(@@.RP&!X#``*AW#`O@C`A'T]3W(M2$!] M"#""*@3@"D)80@$2\`$A,*`*.1@``AP`@24L@0`Y<$("AN``(4"XQ0G`@0+* MNP<`B`$/8L@G!O_`\(`D8^`!+!`!!B0P.O%:^E*6_K2F,ZTIC=-#35R^M-^&0:H1TWJ M4IOZU*A.M:I7S>I6N_K5L(ZUK&=-ZUK;FA=K4.FM=\WK7OOZU\`.MK"'3>QB M&_O8R$ZVLI=]:1,L@8]_@$`,IAT#)S*[U0J[DP<<%(R+7+O5Z(/A(%P@@`'$ MP0("N,NW+^V`)01`C6OP@`-&D`"&_8$!"2B!%:XYB%GT)UL6^$,6`N#_)Q!D MH`4D=@`!=+WN0HL@L%SIUA<<%(XA^.`!?(!#VOHM`!M`@`*!`D`>4HKJB;T`&C'A]YJ$Q`!^>,!C+,:H0_B:$X8PP"":$`+?>__[X#=$&$Q7!P*XA6?S_D,= MY#D(G1:"`;_4\`]V)$,G9&!/+A@$`T3H@`*40`$*D``'4`('D`$$$`$E$`8W M````0$(*D`(1D$HIX`%/%08/*%5N40(8N($*%7_!P"/H#N5%@*Q=8(H MF((JN((LV()DD`HHZ`-H0%L3LP$&L`.EI`0]L`-\L`(UD`>(58F(5:N(59&%IHT`-`^(1YD`>Q M!3LN>(8GZ`<,5VZ*)4[!$#$"' MH.B&56!MX5>*IGB*J)B*JKB*K-B*KOB*L!B+LCB+M%B+MGB+N)B+NKB+O-B+ MOOB+P!B,PCB,Q%B,QGB,R)B,RKB,S-B,SOB,T!B-TCB-U%B-UGB-V)B-VKB- MW-B-WOB-X!B.XCB.Y%B.N;@`.$,(@U@%PF0*.)`,RL`$,5`$[4@)=$!M$%0( M6:`#=@`$\/@)<4!M\S@(=<``(6.-8Y!_AC`%:)`$;Z(&/@`+O7`&)7`"*X#_ M!EK0,97@!#U0`16@`86$`W`@`AW@`[4`"D2@!=HP!C40`DVP!+"#C>##!8A@ M`$1R%E80'KP``=UB%B/`!V10B),`/GUP"!7``71@!2@ M"!6PE)(P!DVI"`L@A']@!TK@!@QP`54Y"!^P48,@:A`0/,4H`V10+[_T!QQ` M`RI')"#0!RPP$SM@@L73`RU``QN@"G_0`V-0`=JA!QO0!F2``\+2>Y%0>A0T M""`@)"E`!A-#!G'I`#4P`U9@`!+B`&3P!=U`!GOP_P<>F0IP`!<0@P8T0`0T M8UMDH"(]<`)DT'TQ0`:EHGYL@`9_0`1PX)Z`$50`&I@-"<.`#5!(%1I$"/O`'!:`"2."1 M@_`W*C`'1<`",X`!Y$F,![`!2(`$]9(J$S`(5T";T5$(4\"9AD"5?Z`!/8``&Z`064`&4OD''P`0VOFH MP#@&1>(`,E('DU0+%9`$0]`U4Y`%;I`J?A!P<_`-">``<#``Q^(8"/`&("`1 M(3#_`)TG"57@!@$R""F0;G]`!L@:`^@&*ET@K03)181@`80!1'_Z!T5`"[RB M'BH@`=WZ!WN0'(,``-Z@`$& M``:E1),8(@B0:P$78!X,@`%ZH#=E!4-F,`,$L#Y40)=_T``2P(#]\`<(``,` M,`(#(`$CT`%;,`(`8`,,^`1!$``L4`0ET)CFB#4-Y`/.5\%?=KHPT#D:_,$@ M3(ZD2`ER,,)UX,&0\`/)I`@CK'YC:11QX$10$`0BA0A=40A"D!FNJ5)QP`/3 M)S<*8#Z&(`,H+!I\.PA2$`5%+`16$XP>4`$1,PAGH`(5\`;_2`E+\`85@`9I MLP)O`#??"TAA`L-+`O14"V M?6"F?Y"Q;S`&1E$$%J`E_X@#6F`%/8"6SV<`<#`I4$`#_>`^;-`%:,D`2L!R MQ&AQ`K#"$/`&7'<)'F">A```-%"=B;``X:,(<_"W?D`((Q`>#0`[1Q,`<$#! M^KB5!P4#9"`%&L`&.O`Y8/`?,7$!<``$,X`D4R0DIDP(40`T=/P')R,(,_,` M3"``\M0&`D!.Q8@0,E(D%4`88]D!CP`$'2`%==`!';``YYR/@S`#:+._28!. M3-`![,(#=-`!HQ"PE`!S50`_:&"%_`!K#Q!\!1`UU"!8&Y`=_Z!WB` M;NIAC-E`.3W`"M_LF!;)!@I0>O'K!G`P!#A`!A3,`R<`!QU@`%H`%$:``E^0 M!%VP`!90)@)0!:8'T2O`QX:0`1O0+:'Q`=@Y""RA!B$@`BV<)&30'.\JN[97 M+\.@%=.I$DT0*.BC*R$07H2P`E8`CU6@!'0G"%J`S/SS!SC@!G0GN\68#5'@ MS@;`!#7M!D:P!)R+`'T0>"I``QV``THPPG_S!C1@3W\`!61`!6=0+P((."L` M/BS`!0;PT5=M!3\@2CHP!#HY($K@`W<="4K""G`W"+U2`2AP_Z&%MW)_`#X` MHS9X$/SP`'?;*5@8`$S MT`4R@&YS$+H`$`;0:@A_>R=KXQ0@`#@(X'6Z[09L4,2%D`'YD`48=`!Q20CS M,2^)H`!P`$$SUW.[+0"^?0`EPP/=(0*D\`=ZX`,=H`16<`)-^04^T#'<(0&Z MO`%F8`"7:G4H\!42H')Z,'F%70$])P*@XP0I0`,KS`UTYP$U@`)LH`0C?=\" M$^&`QL$A3Y%XA`"T"6)@-^#,$FBW'6>!PD*0`/6T01L\-#I\:(YPP9L$``@!,`KL7W5.ZY4`L!W[[T%&9"LNHT!0$-!,H#/]YT/@]`M)+KE M2ZX(#*U^!A"77$`DCHT`#&X;6A"71N`OAJ,W>M#*AV`!%>`4A)`#`B`((T`& M^4<&FC1S+UV,,&D!KO(WA'%!H*/E?R`!5@`!+^`#WG$(,A"YYK$`%4`&9>4# M35`O83$+:2#5H`$T-`E2E'$B=)`0*W65%>#/`Q,5Y8.I-"`"5L`"$``!$U`# M&V`%S9%0$\`&=A,'$R"I;I#!@S`$6K%Q?^`$UQWL:=`%24""[_KFPQ@`%24@ M<2`!R2`#1C#_`QXT""U`&'&`!)<(M1;E82T``#,@`3V!!#-`&$]0413A!1$0 M`$IP+YT]`Q'`;QT0#H-P`S!@J(B)"#;@!1X``+PA!T,0`E1PQ`[@!1)@#W\@ M!QG0O!]T1B$P`FOZ!PG``5Z`.:80`-5R!AZ@!DY0"':$82%\"10``!@-W7P!"5P!RIE`VZQ8HEP`%?<]FFR!'"0!.:A MWV\\"%0PZ`.0!H%Y""7C]]>2#7>9(O,R`3-B`HM?".9$`U[O^&B2#1)Y'4F@ MD(-`H1901N(6%'YPE?S&^1/"I80@!V\`SNV7&A5`!:H]"$^@!-PA_P+IR/J` M001\L"&$4--F9),``@E_?R`]C`U=21^.EYB9FINH MJ:JKK*VNK7$>!K,A((X/+']<%[-@&7$!AFS'(Y#LP8W3QI8K\[/T-'2T]35 MUM?8V=K;W-W>W^#AXN/DY>;GZ.GJZ^SM[N_P\?+S]/7V]_CY^OO\_?[_``,* M'$BPH,&#"!,J7,BPH<.'$"-*G$BQHL6+&/\S:MS(L:/'CR!#BAQ)LJ3)DRA3 MJES)LJ7+ER@+!)A)\T`<4`N0S.#680:!5BYF7#`"8523(S-'+!%E1LPO+Q** M9BI#L^H1.=8@A#B`=52(!U$R,;CP0`;,=DEV6(`#1X,(`0P\.>`!18``5#]L M0;`AZH>./T8$B&'5(@F%P#%$92%S8@L>'SZD?K(@(,`?)31X_"F`*8,`$91] M6.`C(+$T+"/^+$C290&I`SX$-+D$(8V`"Z[/KJOAX$\%&D3L=(G;B<]/)7=- M+>`SY8^"'J(,''%4I%4)`469V`DE0\D&J4A*BZK\IXYK)E\ZKW!$1L\?.4E, M1Q.32[7D41,^7\K_8O>7[G5$.%*!"(ZX1L0#9-%QB0.DZ1$`#0(\@0$2CB!P M00I"9`(#'BET,(0/;G`@`EL/_'%#&P9$D9,*'V@@!@@5"*`$"S+LL10=8$RP MQQ!_'#`!`2&(4$$R"0R006D&&6'#.\]8L,;4S0 MQ@],<,""!!/@\0<18ACYA"-X&+!""BG40>8$%\200AM&3,#9?ZM4\$57_V?4 M$$(4/HPA50P7"(#!`$D(H,$.9."PA!\>:"#`3XXP0,8!;W7`AP\2+.'#&TO\ M0$,"``@`0`T"&`"&`"V((4"Z)`B0PAD6]#"``>..(<`)+-2+"0%O?'"`&UO< M$&8(1^!!1BCTWI#)$$K`H4022R3A@19P@$"%$D_@(<`1+?A!AA`;^`"`?)>0 MT<8E^8$(@P`P4$"&"3,(\(819%!PV18)6'$$#7J4`,<.$+0APA)D^*&`#QN, MT`$<.[&P@0LAD!'`$0)4(($/-=Q7@P("J/#'$"A$(4`&,?0P@1!):#$`&61< MH"0#(0A0PAX"R`!#!3]$><$3/GP0M`2!G^"#!__$%HM"`XZ$5\8?\6KJR``" MN/`'&0*4L43H;5AA06SK.>*$'D(8_(<%%<2P`!P&_'$!&7M$8L%;,7C&0`0" MA%6%OR.$_D<5/OCA60$0P$$#)GY(X,@%<"P0`+Y_M*#F)W!&8`-D^,(>>U/`":X3H!&804! M+&53N1O=8!K`!!):Y@\KX]S%8#"]3?#N$BD0WQ_$@(*@%3"3$\B=TP3PA04< MP`\62`,@X>((6VS0$1OT#(7^D`(W3*&$%2!#;@HY@/"08`,)$,+<_O`!&HA! M=39LT_9*X(`-[&`%!*2`#[(P`C+$P`!*P`0?H5@LJ#F"7BWX`Q:Y^#D!9(AT M?S"#.T_0AQ?\80WZ`P8;0`"ZV=7.#DKHPA]40(;-M4`%=H0+\:CP!SVRC:%$ M_]A!&@)IP_M=@I6'E$&\2C'`]UWB!W%()7O@@#D;)*\^!-3D'UA0`?RU:7_B MT\(&B(#%&."`#=,1Z:N"9L0`E&$%B!.`%QRQ@Q_X6`*>B`',J3`-VZ@ MHB-HX$0(66`."9A;!RKQ!TY%\XO^F@`;UL"_%C@`!7FH@*;`0(;>.(`"XR1G M%,7C'`&$X0^+,&,[NW``Y(`U`%&R@OK`U54:2,`/`IA!&N!@@2/X@`9:"$_1 ME``#X!5``$-X@@#:H((*F ML`$RB&$!0."`%>I@)`490&AZ4,(4#.`##*QQ#'2@'_\$N)!8&&2""&P")1D" M]%L-(-8`S*7L(-@ZQ&`'>:C!$3@@VT]@@0(T0(,5]%`%*K#! M!]-I``;<@`+GW@`%;CB7!83_4`$W>$`(2N"#AQTA@QK(N$1_V(`;0N`<-BB! M"SY@@0;(&XWF(`;#&""/SQ8#0IP@Q4Z`($]L)<+ MH_S"CZS@AA]<0M(G*`\&&O`!7E<@`7O6PAY0H`+(7,$/;D##"%"``@SX@`,A ML,(.WO`&*RP@`:)F`7@YK:`/E\(%'G"!Z-R4`"=H0@9"6``#&,`$'LS[#W%P MP0BZX@@Y?.`'$$@`!.J@`""H9@1G>,__SD`$(62!"#)8P&Q`T!P'\%N=B^R- M#)@0@S+FZ6/S#A#%,XP[SY+?0P7R+K)I>W'&)P`Q/,&P)/-PL/>'`&'!`A"01@@@P4 M4#(YC-WO#.B-N0>O$AF0`4TT@`,`",_XL^`@#!,`P!,;3_G*6_[RF,^\YC?/ M^I7S_K6N_[UL(^][&=/^]K;_O:XSWWG!\#[ MW@\@G9F0`@#\JPH91"`UKI`![^>`B0'(!P>_]P0.@-\`WG?=Z[S7F":@/P#F M8W\`@G=$"ZJ`"2P`8`!2U;U!R-"#,4SP`35(PC!O04M67/^'TJU(@!+XEL$_ M_$!1E/('&>`#9)`$@\$)/A!L#+`'?.,'61!U;;`##]`'PW()"4"`9!`"<5`' MG5(UQ/$`2=`'EW``-<`!9-!_ZE<0'_!6^$0YC@4:<3`7.`.7\`!V?H"&D@A7^E M3H9$A@?A!J[B"$N`!BJ``DH`!$,4%YS2!63@!$!0`1?@`Q7``W@C`E]``P=0 M`F3P6`*``CP0)4]E`&,``V2@!='22#-`&80%"J#C.9@4B9>P"*V6"2?@`6F5 M"37@*E(0C2MP`BFG"09$?HY``AH@&3L`BX_S!V]D`;18BT;C"#V`!EJ0!P)P M!UC$``_@`Q20'W>``>GA`6TP`C003D20!CY0!P)@`4VP/0>`!4F0`D50+V]! M!BY`!DOD`@1`!>GG"67`!ZU32%R("1)0'YB@`A@@!S704I=@`U8P+%DE`&,P M>9A0!AC`_P+;40=[=D"7T(^.(`49.0(2(!@#:1"<5C,3@"LI\`/)PP! MF0%>Y0A7(`"7J`:E@945!``,X`8ID`!D\`"X$@8,``!+`` MHI8)!4`#5,``*B0'7=<#.FD`L.@($"",9@>?``$!G6*`%>(&=K&/T8(&$.!# M`K`#1&!?=G%5+<`W.V`%/&(7/>A-U MWM(#J4$Z<$J;FE`V.02G`E`'34`&*&"FE^0(3&"G64HV2<`&)U`=?T``XHEK M?U`"2H`"?HFD_Q`'`9`!2_`].A``'E"B%`B0`1D0!R!```=`12!``E5`15A` M!070=0(0`@60!3?A!!G@:V>@`%1`?EE0`&HB!-_C"50@J@%P`,W1`'=`!21@ M<&%0`"-``E00?IE`!9HR`AE06@8VE7=P!]IW"0U```60`5'@`2#@``"0`@@@ M51E0``K0"!"`!"6PH$``#L_ ` end GRAPHIC 45 m62094tom6209433.gif GRAPHIC begin 644 m62094tom6209433.gif M1TE&.#EAP0'$`>8``(2"@LC'QP@&![6SLI&-BZFFI:6CHJVJJ;V[NIV:F?+Q M\>[M[./BXO;V]=73T<_+R$Q*2L'`P'YZ>45#0UE65551469B8BTI*&UJ:G5R M<5U:67AU=.?EX^#>W5%-3.KIZ+BUM&MH9["MK*"=G(B%A(R*B3TZ.L"]O)F6 ME7%M;#8R,FAE9,3"P=#.S4A%1-K9V)22D6!=7.;EY-'0T(!]?#DU-"8B(D`] M/,/`OA42$NSKZMC6U=;4T];5U#`M+!T:&AD5%=[=W.SLZ]+0SMS:V;NXMR@E M)4D^'@WV1@7HJ(B,_-S*.@GN3BX5E7IW=L;$PHZ,C$Q( M1E-03D-`/_3T\P\,#/'P[SLX-X^,BC,O+R0@'^_O[RPH)TI'2!(/$!D7%QL7 M%_GX^/O[^_KZ^?CX]_W]_?/S\BHG)VEG:"(?'_KY^5)/3____R'Y!``````` M+`````#!`<0!``?_@'^"@X2%AH>(B8J+C(V.CY"1DI.4E9:7F)F:FYR=GI^@ MH:*CI*6-#CBFJJNLK:ZOL+&RL[2UMK>XN:$]#@NM#KJ7704'4$7!A%9A,"$A M(PS(LR.^T90S-4Q,-$PH#`P$=2A@N<)$#R3$$3"Q8K3#)S$H#"!PA%$5BS^4>*YB2#-ISVO M&&#H`@5!402LAA%\0H^U<&)LGC&!C><:<(#]D3!&D`[3GH$809%%#1`T:)2` MNX!^PI5",P0<'U1D!0D@0%*P4?)G2QP(3V3`!@LW`/%$"C6L)D,(:&P`Q@U/ M9%'!$V@\5T@6`OA0R!9J1'%`#A4TL0<0`/@``0,R^#!!`25DQ\(<%8"A10XR M2"``7-[EX$0$%MP0001[T("`#V3H\(<.*6R`@O\:$:AA001&=+!(`Q!H^`<1 M&L[@PPH?Y#&!!4M048$3,U@@!S1VC*"&6#K(,8(@2:C``P8F!#&"!71BE`#1#'208P0$'!)BAD2!W#8+&!(,`0,\@7]P@!1Y!M`',#19PL$`, M[SGV2!IZ:)#%$((PH,$/W@A"0PXO-('&"!U`<<,+,,3!WQ\'N/#'"&9\T$0( M>A`'`&-$P+#:#S&X480*+@112!UJ0#!(`#]@8(<@*BB@`QHSO!"%$3?008AQ M]@APS!\7C-;?$UVXX,8?!'@`!@U_S%$`'3$<(`@$9@ARQ'$6F/"'%30``.D? M.ZCP!P5E"&)%&Q@08F/_`(2H("S5(@494C**QVA]'V'#R'VA@_(A@`@3( M``VA^Y<+MB6Q!A1`#7]80`Y>IH$XQ#`"@FC7'WA`A#]<`0("P`@27.""T0"@ M`E>*@B#P=`$)]$V*,!\;.,]CF1R$'2J``"!T1Q!\6(,<.@:I;]GN#SE8 M6`Y_H``!'CSF!91BB`%<(`(!"$$< MC,2NBOU!#"900Q@*L,4+K,$7*YB#&HP0@AR^@0UMR&.)8D8"&MS`B%GP0`TZ M.K("/&T(71M$V`C!@B?8]*9/6%07R9"A;651"@+@XD-M`$H``&`(' M;%I!``4`@P#\<(.%Z8&E'E/F'WH0M`RH@2.TP\,:2X* M(($]H&57!0B`@1@(@@Y;D(,`Z#J'KPCB!=8"@`W,)8@*#+"X;+#9I-8Y"+U( M\0\K0$-L"3&!&+#!B?]Z`@=6P,\,MA6@'X3F(4SDF1L(P!P+B`-F`5`#%WK` M``*XVA_DD88#2(9=6]!!%3#V!`"<]01!(\/4D#B#>VK`(B4``@F@.--!3($` M$(XP_P&\(87Y$.JPV/"@0^E%#Z/^`00Y@,'=;O`#'[2!G']X8XJI6C$M`$`, M;<`NXP11!77\H5&%6`,;(%`!.:0"!6@0"P=V^X<)*,4.2JOK(D(`@!\9E*!/ MB(`$?)""`?23=A@K@$8.T-$FD"-N#VBL($)P`0X8('D*($Z^,'N!OTRF`EX@ MP\X$D;PS:(`-03M#''B0*C3$D5W':8(`3-!!=CG1#4W@01>`08>'<$`0<\#N MR%8```P(0"OB9&<%*/@'*$RA`12(&XU1G)SHD<:)$60`&I08Q521+X-A.&YX MV15.04PA:(/@`QDTLH$++&H-F2Q`W&*@!FB,$RQJR]T(^O^;ARS4@`!_8(,1 MD2B(/3Q,-^-D\',7<08N:,O`!;=_ M(`B7=4`:4@`$*53!!DE`AP8<(($?\'$-$.B`#23@`"RX8`09P,`92C"!/,C` M!1EPP`IJ<`00/.$&'S!!"=RF`SWH)@()?YPBTN`"%:"@`$Y8@1W$H`4@"!+A@A!>7N`AI<8`XAN,`&K!Z""6A0.`W(H`<> M,($8RMF&$CC!!B%``UQ`!M0``OY#`5O5`)S7#LPW!QGP`0S@!USP!"%@`C@` M`&Q@!A(@`1U"<8X`$N\$Q(4"@7L`5G4`=E4`-.$`8U@$@:,$\@P`8A ML`5V)PA7P`8>,``?D`(^L'\#DUQ_P`)FD$5_.`%JL(&SH00N8`(2X`00``8, M-0@Z4`)J8`)<9PXZY@%34':*:`85($@5(`(50$0WX`0(0`=2X`$WH`&W404W MD""#L`!.<$"IL!4N0`%D\"98(%``3)``)Y`-42`6?R`"(N``!S"+#9``2F`.#7``Y&,] M!\,$(*`15N``*JF2:>.!MD8$"``"(N,`(_``,/`%Z,1P=?`"-0D#!_``0`F4 M"_``(/`R?]``/)`'(!"4B]("00F4+A24J$((.@"4#`640S`$#_!'?[`$"S`$ M2P"4#S0(#?``2,`#?#8(2/!H]<,#L<4!#\"6&W$DB](`.J5V?W`'"S==+MF7 M%'<'K..7@CF8A%F8C-!&AIF8BKF8C-G_F([YF)`9F9(YF919F99YF9B9F9JY MF9S9F9[YF:`9FJ(YFJ19FJ:I"4C0&*>YFJS9FF3)EZX9F[(YF[19F[9YF[B9 MF[JYF[S9F[[YF\`9G,(YG,2I"`U@8\69G,JYG,S9G,[YG-`9G2[9!$8IG=9Y MG=B9G=JYG=S9G=[YG>`9GN(YGKGI!O-"GNCIF^:9GNS9GN[YGO`9G_(YG_19 MG_9YG_B9G_JYG_S9G_[YGZ'0`2P$H`1:H`9ZH`B:H`JZH`S:H`[ZH!"JGX\8 MH11:H19ZH1B:H1JZH1S:H1[ZH2`:HB(ZHB1:HB9ZHBB:HBJZHBS:HB[ZHC`: MHS(ZHS1:HS8Z_PI)@)PW&J('D&0[^J-`&J1".J1$6J1&>J0;&H9(NJ%U4&Y+ M^J10&J52.J546J56>J58FJ5:NJ5^J5@&J9B.J9D6J9F>J9HFJ9JNJ9L MVJ9N^J9P&J=R.J=T6J>@J:/*>00(!#.J0!XRJ>".JB$6JB&>JB(FJB* MNJB,VJB.^JB0&JF2.JF46JGOF026FJF:NJF^JF@&JJ_B6E_(`0!P`-" MT`-#83DPP1&I-!)<20A-D#F"\",C$5;I`Q,'8``B,!(#@`!D0PA'D`T%,):6 M,P)1$`$(P`1*0!*&4`3:08<#*3`#6039T(\0F0UJ]BO9L"O6R@0@(?$2G"M M&J``#4`"X+HND]H&)+D;9/`#-0`P>A`#,X`$3H`>*:``31!=9N"GA+`&FE6$ MZ%$&.D4#Z*$"50"PBI$"IN('C7$&&!`'*0``*L`&:2D("@``1H`&``@!<>`' MYSD(X$0((P`'`H`&1^$`_Q<%4*`!`B``!/`!1&!I7H!S2F`&`B`'OB$&HUB= M(`'&2``V`49`H"T%``U'U`#4$L(+2``1H"8 M$?"R9B`E#I!+;24`F,H#/\!JA#"$`@`''!'_984P`FC0M!AK0Y1J!R6H!D\( M:9!K!^B!,6A`MS^`$A!PM8/P`(^;2X+``Q6@5VX6!31@6&0K`+,3N!S0!2^[ M!$R[;0\C``L3M\>U1"]+/X-0`AGPN+[RMX+05G'P`4HP!UM5"!2PMGM1!XQ; M"'J52V/0=9*Z!>,D`+.(N3BTMA[@#6@P!%.K`G<0NH?@!]:$8D+`M-+")*U2'E@!LTKJ19(M[_#M+8H`"Y`DFC``1\B`!:` MOH70!$9P!&P@`*86_P05(`4_(``H@`,50`?TNQ8"$`<4^`,VD`I<B#8%X_ MH'QQ6P,4D`4Y0`.QA0$CH`2/&V_T!%TGFP(/'`<'?W(`>#,`-( M9&ES<1L_W%8Y@`(OZRYY(&;=AD`8(<&($S1RL`0=(+9QE,5) M8%@"\,`U,`+G4;447#_-!+F&8#19P`4$*:;!*@IXD(H08%Y!Q;0X=`0ORT4I M_`"UF/AT1'$`<"X#!%)@"O>S(K`+1&$L>2G"_4[+RZ*_\( M<5L]?P`#%P`!$&`"+YL36?P'3=!,G8R\'T`#.4NJX-PQ?P!DD%L'-L8`+ZL& M3AI#1M(`(@";4"H%EVL*(.`#K2("^=L8^*`E+(P$"R``CX,#0#"5@H`%.1"N[?01V]$&QW``+V<`&'(#,\``<8L& M)=``+/"R,<``KX4&!W`"+A`'X3@(42"V/[`%AB7_!RUP`B9@!.$*`C@K``AI M`C7`RC2020=0@FAP!:#VLCY`1 MAH`JC,V0`BG0#!APVR!`!TAPVU4V"#005AVP`XA!:!Q(Q+1S@#84F M"&E`#2M>"77``7EPER+N_Y)64`$>X`%DL`5*`#%.H``\X`1SD$68]0=.\`8W MK@)N-@DX?`%L/.-]20("T'EYD4LV8%M2H`=_]@=[.VN4$`#KYN2":<'>=1SQ MP5(.D.5>SN63X.59#N:W$`!>``<68,\CP`5<$`.X:L$Y@*EK<1QNP+:J MT`(_4`%%X`,:UP4YL`&/%:W]`;344`#SL0DP4+`.76,@0Y``8'(`!BP,_79`0U$,"@3@I*(`!JT``X&P#7 M'O\'$O!6A,#08RX(=T`#T#QHQEKHA3"$,1`%65`[;95)X^0`\6$M;%Y.D@WE M!@.TGE+MK=`$&<`'T(PQZZL"+1G'>W:\Q\$"48$$0,3,MSYK(G"]UQ1A^;W3 MAN4`%FSO7RZV&``#2J`T]NOOK7`!;?`!0!0`#A``>N%,A,#/XQX!7#`(EE;5 M?Z#N8P;K`D!M+!`!\3[-*S]H&X$&,X^SEO$!HS'R;PKBD*D7$)``-B```'`% M3I`'UVZXU20`3H`'`3`!+Q,!.0``"T`\9M"N#?!8NW4H(Q`'+'``.7P#(7#" MCEPDYI4*%Y`#3'#-*O`"#/T?95`,0+NU;1JHJT`'A`__"@$P!W-@C$$^`CYP MXQ6`G&(``3^P`CZ``AHQ!1`0`QZ`Z"Y-8YT^%R&0`EQP`[<1`2[P`Q8`!1]@ M!A3@!"00BW^!`,;5NA9@#D!S`_Y2`A1``5'EY#+P;[/P`8)/\L9__)S0`$R/ M_,S?_,[__-!O"$1PR]%?_=9__=B?_1EZ^-I_F=W;_>`?_N(__N1?_N9__NB? M_NJ__NS?_N[__OSIHQ;J$WL*_X8I!F@0`T%M_X0)"`D"(B8J+C(V. MCY"1DI.4E9:7F)F:FYR=GI^@H:*-#1!Q2#\U'Z.LK:ZOL+&RL[2UMI4B`@E_ M:W%'M\#!PL/$Q<;'H1E.APYM_V#(T-'2T]35UHMF*X@7--?""T5TWN/DY>:= M4CD8B!YPY[--1@('[_7V]^8C`@6(&C'XK=*8$2``!,"#"!,&"Y%E"*(*+I`E M>`&+AH<%D,@0O"%.H<>/(#_A,<*EXY\4[HSIT^+*3A2"#AZ]$&`$S9B0.'/J MC/0!38A$97X:\R#@B2L$.0CJ<&3'BY$R`BCNG$HU)X>BB*C4B&*L01P!!%QY M0"/`Q*,2`BSHH5"UK=M["AP$$/*'B0`FB*R@F6)L"<&;K`R@T8C741L]"`04 M>2%]$TZ30S+0 MH#CV4@``5E<$T/BQQY$#-!-."!B1N[W[2EZRR!O49LZ5C_$EL7">0049P3 MS)&"*#P*L,8C8`@P!A]F8'3,``*T@42A`"61$T$O5J('&E1DD84T'H0P1WF@ M4&&#`-HXTH`9:-`@@`C(+/###P?0X88#/8A(JD<1X$.0!98<(0`;-?T)#05. MH&$E*"A,"TD1:!@1AQIX$$-$`"E4\`9!FBFW'!J<5E#!#LO:$],C30`PQ@<` M7`>-/%]8N1&R+X$,<37.AQJ3%-HH&#)0BB80`U*UC1HR=TW*I"HH[<<;$`7@B#00T0 MQ`##`2-$<$J(M\FYQ\Z3(`&A\5(_^M#)7=`=>*K`),^8I<` M5PN3![V'-,`@$$LU[?0P;"``6Y-,`:4` M?$@E300YZ,-/)WD8D117CR!GP[TJ$32`W+@]O4!U"Q3@015ON."BP(9M= M?L`BP>&2R+"X"DDMEX'CB3`P@AO`1!!#"OMX,L86%^A!N"-#"!`'>W_P$`'P MFLS`PR9*D,5&':`[C08<:K`1V@46',"%`%&<-L`,39RA!.^L3``T)"?PBL8* M'UPP@40M` M0P:D$P4'%``-'*B%#7+`@D5\P`$LV,`-!L&%F.2B#2U4`@9<)X`L<&$^$UA` M&-!@@HN-@`8N*$$29H>:+2P""SE(524.$(,Y7""(C2A`"+S`LTC0KA%8X-6* MMO`#"#C@"#\P0VD^X*]'?,``'O@*$*B&"!ZP(0X#>L0) MAH@<_@D)1SB-0VB!AAP,2`I,2.70YO`5$X3A"!U!BQD4\8$H8.`";J0`&BC0 M`C18(`T@F`]!*B``-<0@!Z]*!!*6B#A+'(`$#!'1=Q MA`G\8`5DJP$:EL>CT*S`!WXCQ0%X:%R-!, M37Z$DX@``AN6\`<`(.`T1#@$$@(@PU;<``.E@1B[+F`"+SP`FXBP&XX<,8<: M),`(]]+'!5K@A^5T@`,7R$$+&R`"(,@!#1`X!/PBT80X;'01,4CA)+JPS42` M0$M%$(0`8?GB"`F=5%`!ZH!1T*@`"3,,)N M#H)$H,YWKQZXZ`^Y,!`=[*:&"&Q`JW&P_\!7:`(T#4[B*C=5!!TJ-(D9]/00 ML[.!@NC@`S4`*Q'@A,&9HI`#'T2A"Q:9CQDX^X(H1`\&=3P+``B#P`0TUX-P=#D`!.4"`!`Z\@(S0 M4`$L+#@`2A"!%1#`2%L`(`WJ`!K:I@!1KP`@0VXX<] M4.#8N1.`"X[-[&8[^]G0UH"SG1"#&*Q@!4Z0M@96$(,06,`+87""!,8M@1"0 M>P,;(+<$,A`&=;L[QS.:LRLZ\(,[(=-5]K;W#[)0`1.TH0(U&(V\*J#_`A^8 MP`\3@(,'++/P"4!@`BZ8@,0G3O&*6_SB&,_X!/R`<,M,P`-E*(,?CNT'#SC! M#W#HC04VLT0T^$,X,(^YS&=.\Q!TD"!.J#G,-:!SF$=A#0!80PG"D`(`8(`` M7Z@""DAP`DI?(0$/B/H#)#!9FF2`!5*7.H-HD/6N>_WK7^=!UY=`!")P@`-$ M$#L/I!`$/"N@#H54Q!WND(@&8'01=TC"6^7-=T9(@4$RHL@@%/%F1+3@[`X@ M``&`M0#%._XU/$!`"@QQ")(."`\'\$%R4D"]NPJ@!0N0`\8$8`6MNDMYC)!! M!-+9]]:7X\E_L$((,F#9/TS!"B]#!&PIO^`4_Y3M$'>`P(0]D*B9Z"$1PK^J M(L*`,;K]+#EM*.*94D64[X3'74Z@^Q^0(X`MZ&#TI,=/;/QH-H+87 MI$T!"+!A`38X[1^6,(=W@D`-F\D!8+1Z`YYU0/3C=0AC,TTG1!!)X0(-`"H; M-0<_<#V+`"4FH`;'=@-+AG_,UD$J(`73APB?P1X_H&PGX``)0!9%M`!Q\!6= M804%@`.!DF8@D`=D@0`.,`50@``]<'XXB`P],51D<0$4=16%`2,]T@%\(`<: M4``ID`,_H$!;@P8[]@`$H09MLSA_H@!`\@,58$("@`6QH02),`=RP'J)<#Y@ MX"EI@!$7$`<\HP.K4O\`'W!8A_`9!6"%0"`QAW`K]*`>&&`R)*01UD(6VY6# M@@@-`#!+AP"$B!`CWS$[!G$(`2``,24/0+`M2?(B8I`#(3`!.7`(9^(">H!4 M!S`'82`_;R5B%:8(&`8GBD!,\%4W=_$'05W]@!FQP!QVP(X=0!,DV!S$0&S`$CP+PDHJP!1C# M%O=X"/D(BZGR&4QP)CIU"")``G=P%360`D0A`*,D9@I#!01Q`JF42@[CD%(I M"QB`!CQS%3\PCX$"`%?!CH@``!I)3/KP6NN1!6;1`&U@`D]``CF@!G$C!0F0 M!1;P@:(7&C+`68'B8XA`DP3@`'[I`!I$3*RG(S3P(U[Y$E5P)OTD9BQ`/.[2 M#7\@9N_D%P+09E-YF;$`EHAP%21P=AQP!\ZH`QBD"!D0E@*P`SZ@`6.0`SU@ M`U((`NXR!P[0!!AP!"60!2<@!E^1-N!S".!D8HE`_Y-A\Q!W@PBKMATT82*> M40AOV`;*N0-H(`<.L$0E4`!(R!GBH)2'D$,"T%0S$`%3H)R8.9ZAH)F'*`!T M@@C.^`<:,4I_T`!&<#7$)(LJ0#0?4`-+M@)Q,`!/$`6"$`5-X@7GD``&H!$:8%ATKH)+V%9 M5Q%8AX`&@_('YQ,'-_"!7E`:\TD%9'$&2EH#VL0BB'`^?]":[E(#<=,`&4`( M/P`L#5`#3H!1"S"//L@&+D`%"2`!3VD`WR4#"4`&3C`%)I$'!R`!+H`"XO`" M#11=#K`*=.``7UJI9Y`&#B`#?ME4>YJLEA`!*X!-:1`"[OD'-+!C?\!&PM&( M?\`"DP,"7E@'.#`%'U``<`!]*2L\'I^#!`&!UDO M/<`V\9JO^KJO_$H54N``'2`$2Z!]_5JP]D!;?]`"2F``6V`M`;`%&3)'G_,' M)%#_`S;@`C%Q!'XT`^YG`T9P`Y2'`?8Q!_5A(#:".2(;!E^!!HID!&)HL`YY M!AN6"7ER""R@!3#`-!\0`3S+LPZ("&X``)PC`C'0!"SPD@ZP`>)D!M##!1!` MCY:A3XJ'#X0&L]'$'%P!DX@`!*'7G)X)EDP`^`=2L")VN+<."0$F$&DND`,=X``_X`(A4`0B$`8[X`#R M,%\0\!U,@`:$9%.O(0-\H`)UD#W;@00-@`%``%WJ:03J.2-/,%Y'.E]Y<`,5 M\`=S<*.+```M.G]ML`5GTHJ1220R0@PD,!(805G,DH,D`/?D0-L ML`49X`5X(05O@`8^0`&-F,$RX/]!7RD`'*!+[6<$/T``(@P`".(%/LF)GZ7" M@QA9/+`4'&`',N`#!BR$")`%=*(&=,($M;$"9H$(:9`#$0!6-*`##'`$7E`# M#YJPQ2,8=/$$^ELQP8H(IVL":#"BD<1B,&49/U"29V*U9)$F;'J:?S`$*;!$ MRO8'5X&<2'4(-,D!`"`''B!Q;&`4WZ,#?ZM-99/">MR08+G*%C``=J``)F`$ M%">$32`!?'`&15,7ZNL"JBC*$=`#6\,&>A`'N*E9;:`-U'P(3Z!;%$`&=90' M&-%1`"`!84`!O,-;A$L!\'4F*[`QZ%-;-]"S120#2U`'=!`!1!$%N0R+S01. MZO4#B*#_`PJ@`.%R5^.X+K M"#$"+"V5`@YR!#90!RBPRX>0!SE@7A/@G@>0GHG``4#P!>/$SL=G,]#3`7H` M+7.P+8Q`5T&<"$OMD7AQM@Y`!7[9`-GSC?HP!EP#VWQBY'4-J'$"A"X0!O0"2JG8,Z,`!7,`!:X`)^4S0(QP450`\\D$D\ MX,"'D`9]V39W%PD-H`!U1`37AK83%\P3H"*X!@!,$'<[NW=NP`+3^`<((`() MJ`0E@`(,S!5VX`#Z<@"$@P@<`=1<`-98#1FI@AG$`$E``%P4`(Z MON-:+@P6G2M7,B%'S0BL-0'4O>5F#O\,0&"+H6`&%<"0DI`$Y:R79S[GLN`# M(;"NGS".@2@)#6`#L)<(+3"]EJ`"<_#IE9`'/S#(F[[JEX"QC,`%:,#H M<%8$/W#*E_`2K)[KEW`&DJH(\O.\FO`!5N!7E6#1+ZOKR-X(2&`!9Q4$FA@R MP^`#0"$7P!$4@`QW@'&HPHMU0`7+P!1_O_PE)0`0L M4`7E%@)F4`,^6'4CQ@89P`5/H`8>X`5L0`9/0`%>L`)D8&^EY"YI9`$A,`+X M*_F.T0)IP%M'3`8F0$(-8`-S\"<=<#X40#T-4``#$2%,,`63#0(QH!UU``8J M0.R)``@P1@9_A8:'.B@8!5*%=QL7-AA,!PZ'EY=2#@X%3%44%&I&'#"\5_-$@H&?/'']BH&GC[(T!!G\`0+CQ)L<'%AI6 M0"M4Y$F80P&R9FW'M:O7KV"MC1$`P%">$W)L&*@@X&K8MUX-L`@QIP`:"CJB M>1%`(8Z>(M04+#D````3#H4\A0N#`)&`\0 M<[7YPTC/'W_"^.R)Y@\%`4;T^*1P)D?/&QV2]O12J(O/+HE7"_@1H%".XSF` M``!Q1AH(+3,*N8D0H7DA&=2CP]W.O?L?-&4-+0"BX@\=+FAR>U^/S4`+##U7 M3.O@PH8%=68$1*/_@P)-?:J#1%SE,!%%ET4@88-_QKX M(0`1?XB@`A.OA5=('1-`.H,/-L@P@A-,P(&E!VC$$(<64;3E*U@E"+.>!0+P M^(<0-+2QP0OG?F6338Z:T,`&/9UDPU6=VE`(O^WR@09..##1DQ5_#)"#*2*B M^4=/./[QPZ,3D_7'!PG(<1-PEYP*P10/^[#$'WH\K$$1=531H0`*R+`B%(7D M(X`6]>8\S0#Z=8%&`0UD`4$2'PA@0``^T"S%E(?DX4,.3^S!!0]_\+''$V4( M,(-=6!3!@`XBB*8S.UM(VUT$(?0<0.DAG0@0(J& M%"!`"[![M07.[,$@@`1ZR%%Q\NL$T!,%#'0J``FG"@#$P3Y8[/VJ/84_Z@02 M]$1`3TZJL"H":``!02$]U4""3T]4'D?DAHSJUB$WZ`D??!"D/X1`#6@XPB5< MT),S,%`+U(F`;2H"H'10SSD_<%)=_F`[^N5./X7@G2&L)`]#O"!QA4`"`XQW ML@NR(P@$$!("*C`"QKC0&T3H"1?^$(&>8.!4K2D$4FP@(I_L00%_(,4$DM`3 MCPD`!#V\@1SB)"(J9$S_`#58U05>T$/<'6)45<#$BGH2`UT8$`T3P$2YMC2J MU5P,##>LUQ/"UX4J.H-:A#`!8*0F/3%X75_B()"^!"14VG@'N7ZWS&GH81SKC.. MEEP-&KK@`Y_8Q`])O*0!;"*'&>C`46E$`A71@`,T_.`"3,"`"&RC`CO<)`,V M_P&"#'C8DSDIP5%QF,HA+N8$,^3@!V@JUQPD:8@CH"$.%+C5$S=A/`$8\YWK ML<,`!I"'!$2@"1$`P1$&$($#4,$A$:`""ZQ8B!E$@3HD-40/(M"%N$4P16X8 MP`=@.HT#P(!X5$U>/'L"A"L$`"<^F=^H]$`'V0A@#[410!I3V2\#"$`.TNI4 M'$[0DV#TQ`)GZ*(:,D/*#40CBPJUS0[/<#$Y'``I!J@!'P00@5N]@77S``(0 M7IK5REI6&T6@`,@N.[8C:,68`*B`:$5;%C+\0`-_6%J@1H7/0G0("/>+PQ&@ MD02%M<5R2!@C"O08(A(T@0/`#2X'5B0!#B`.`,9=%?\I'R6`#7!@"/5L`7!Y MYE+.6O<:.,C#!QQ@!2P<@;L@0,`00%`$*YCWO.A-KWK7R][VKO<83L"`%0A@ M7@!8H0I6@`$H5J`*"H2AO_L%L(`'3.`"&_C`H/"`'U3!D0KXX09PJ$$-+J`" M%;!!#116@4HVS.$.>_C#(/9PX1;2DX6PX0)Q^%X.XO"#&I!GD'RP@0I.4H,V M;-@&-@CQA_NEDL`9024O\\F&7Z8'E5SL>-=-\C2J$`:0A"`%*($O4$#H;@)`2F-P,11`"KV$ZWNM>-B2Y0D-W3^((]#0$?GQ3"#C@! M0AVRU!,VV.%=`G(V(`M0`)I=8@'//0`']@WOACM<9P,(X\,Q8=N>A*>>]J:H M3Z+`[XH.8]MFI)``U'"(.ESAR#V9P*\W0((O-&`(!""`=?XP`B;@6E!3B/D` M:#+Q_Y[[G!H20,'/B[>:^8%`.'_(PZ5\$H*.4S,/2$@YKA=@&T=-Y0/Y"9$+ MIHH@_]CV=0LK!`!0?I,,22,!)S&"&BB`@ILGA0(TFP)ZW5X$$.P@'478=2&0 M-/2^^XH&O!RZEGQB@P:PY29H\.O163,<7`]>1`?(@TT@H`O>]H1Y@.I)%K@0 M0,?]89I>U[P"O$`&JV$;,V`ELR<`D.$`>O`&P@%29R!%J\$Z)T`#61!: M9&`&&[!(3X`#+J!A>Z!LT'>"AA`#.M%W(OJ`'/\`&$(!QZJ)Z!2$`N^5\*(B"9:`ND]0$9N05(I<"8(4& M*6!QEK<:6?`'8S0$/6$&L?0'!"/_93T1`6XE`'`P!";Q`UF6`@N@)3^P`PK3 M!AWR!G25`QS`%F;0`#J@4=2@>D"0!(;@/H6R(F5!(;S22F'@;1)3"$4#(PS7 M``9P$H`Q,7'00B;0!FQ02RCP`SZ`)F-';$U@`1KP!0R7B-#G!)#U2/OD`F`A M<@6P=,HTA)OD?:O!`(-7!]GD$TR`!&#%=-,D`!5@!:ZD`5J2`RV@?5E`,/)X M`EE4*BH0!R>1$'-P`ZD'&\16"!1P4OD$`'W02GB2`#:!`9PXCG` MBYCP`T!`+U$G`$UW"!B0`V1PDFAPD040!RYGCB?8`'$S25'P/2O8%>ZH2@*0 M`2U5`$Z$_P(EH`48-P"#]P=6$#BXHWTA,@<'<#$U0%4$(,`%9(`)>H3T&T%*,)84\ M(2)303!.$)5GT#UD858N00%FA0`\@09A<``EX`3N4$+0`'WT!5'-O\"OM$3'$"/ MX5,(IR,Z/4$5884OAN`\,+EXL"%[/>$'=!`G)I`'"%@>37!D\K`#FK<&('`` M-(`&IK%9AZ!Z,5D'48`&+B`?H[(%#%@#:'`#*]A28O,'8Z&7E^``%E0T:$`O M5F(#0UD(8Q$#%Q('3F!#[QFDL+.+7B$%++`&=5`'2A`"2#H76&8!$+",.=03 M+E@(=&"#FI0K?W!"<>`""G`_R]43>M`""RH`-D`%IA$>BU>-?[`"KL0B%5D& M81`&5#17^62B/<$"'L`'$O4'WL8!=L!SDO4#!L<#BR4`)]-%2!)[&\`'KE<( M"N`H.K$!1K`$(,"A0IJI*$@%38`$:;#_!,Q2"#VP!1Y`JAXP58;@*!?``7A` M`&WP`SEP`6U0`Q9$"VE$(?OY!ZU40G]0?3YA!K^FA6=5F[9!"$U@$PK7$P7` M6RK``#^(>-[C;%)X$VTT9ZKMC` M`M31?UMZ4W^05_/Y!]/1?W1P!&,``%H`!A'@=IC`*'_X`RH`!R!`;!U@`VA@ M`+;G)%]@$U$@*<(!C&2CI5UD"85``F90FW+@!0[`&!:@$PR@`1G@`^V) MKB9[LFF"!#L@!#N@DAT0``I@!R,``T)@*`$P!DV0!$\@`H=F`##P;X9R`!K` M$18@=(;0!!!@_P+Q^@>NR0<_<`/(YP(E-`-D@`:/B;)8F[7/)P4X8`A=J[5@ M&[9B.[9D6[9F>[9HF[9JN[9LV[9N^[9P&[=R.[=T6[=V>[=XF[=ZN[=\V[=^ M^[>`&[B".[B$6[B&>[B(F[B*N[B,V[B.N[8"][B2B[6:.;F6>[F8F[F:N[F< MV[F>^[F@&[JB.[JD6[JF>[JHF[JJN[JLV[J]\@%_Y+JR&T>U-KNV>[NX2[?\ MB@FT1@U%T`A'(`Y<@7`+0`>[F[N<%2/1<``W0)&&(`$74`%#0@"J$*I_<`B_E@4?R@M,SFL($,"C`$(`5'@(1'`#<1`D3G,?/62TAN`#)H!$6L(8 M?`#"TA`%?!"YA0`&'6),!"`'030-#&`TF"#%1\#"S.(`+)PJN#0"3W`&&F`# MUV;#[P0%%\!`0-H"8S`&6<`;?@H`3Z`"`-``2G``8K`%#8`$]WH%`>$`6U`. MN&8%Y4`(,T`"CVH-'D,!T[@Q%1``&V0EE,+_`1UT"$^`!CHQA#K!`NSX!T2` M`6@@L.:1H66P!Z4X!\+[!TS@!6A`!G&3!FP0`D&D!*+@`U.U!!10`^X#`UV@ M>G]0!R5@!*UT#PC`!TOA)`G@`S&0H7%@OQ0>UG"9XL,(>@`)1H,7*0(1+@)`O@`I^S`C^`!0:01D7` MH^R+"06P!>Q"-0<``0#0&@V@'%%7$68@23RC!`TPTO>L`W9@`T0``FB`:\XS M!0W@`D``!E0@`.X+_SJFD04XF$1K%<[OY`%#\`=O8`30L``_P,$7L`%$H`?A M`0%@&`)LH`--<'2BQ<528`8K@`1KL``YR00O,"!TL`1Z9PTZX`1`004>T!QS M\#G&X]"B@@D4D`5+<`%[T`98P`:ZD``YX`$WX`$>P`),@`8A(`.N1P!<.)Y; ML`#;LP!SL`0K;2@K<`*J00!CP`?T,C&2]`1R$"EQX`,'@`!TX`1KE5OX1`$Q M.0=!;`AIL`$'PW'0Y-3O%`5F8!44\CD5O((7H`%?M=0J;4`W\&^))`8RL7!1 MD"@T0&S,9`;@W`U'(``\H`$^P!$I&@:<"!A4T`;2>PDE$`=54`4.$`>B5?$ M3#`'4I`'0$L'&Y`%1@`99IB%Q1,1K`D`F?+9D%D!&4H`SV0)FDT(JIW,)_`: MP`H!Y5$($+!#MGU*[CL#XO#,;)!$1@#`!A2"0XHD',"#6#J`E4=`$,G``/F`$%\D-+R`'#$`8`&`L%*`$.B`'2&R( MF``"C@*,]61*?[!/%9/.K/,"'E`H&M`&9US2\W`PEO#97XSD<4``Y2(.`@`8 M#;Y3NV`T\/%O=N`".'+A2<2(/&1V!&(^-]``>4`%IPWB%^0`-2"363`$5&<" M1$##).``;>`#5$`%*K`!#1`"N/P'?%D#.!`%X1/_`W10!WK@`@"@F24R`T?@ M2=>P0DC0!!J0VU920!)@!'A@`)=]"0W@`26$`:A1"-_;+E=@`BT```5@!R*` M&A:0`U\@C&P`U-=`)7H!6\M!W3`!"Y`!#V0!59` MH5[``5<0/@U@!IS^`<;^B#U$`AS0!6P`&1#P`RNP!C^048!./460`WQR'>YC M!`,@`P\S!X.Y!4-@&T9@`T!@[T=9"%L045']AR[`!@LP!CF@`EF@$ROM5];0 M`@=Q`;/<(W-0N70@U&QPR9<0!290""(`/(6P!'PP!WP`&&,P!S^&@S(`S?&Z M`EGPM.$4)#>@`MA"!2'P_P,P$`-<<`94``%&8`5\8`4CL%\ZHP.;T$(+$`M3I0D? M0`13<08.L`!(4`=IL`GJ`6P]8$8-T`$.<'-(X`#.1P>!;PT+(+_5()[38+QF MX?:6?_F8G_F:O_F__F@/W%#D`$KH`%:@'J8T`%9D*O5T``%X`$3L`+` MZ+5>H`$Q4NH3X`(H('`#0`!ZD(ZA+[EG\"]-4`00P*N7H`-^4"HT9\68<``U M8!5HX`0"!P)?B!0.Z@5/$$`KF`#*`OS![[@]!%E#@/S2@`0_T**8L`B%X`=S M8/$,F"UAF`%9A=U,?EYC!7^D_O%0``(77\-$'\4%$A1)A4.2`!<4T8"$`5V M)7,J4W^;?PIVFR$V1']J?#L!#7]WJ7]V.1F<6P(1G+6VM[BYNKN\O;Z_P,'" MP\3%QL?(R""`)$1`0RXT_%BPO^Q`$0H"K)6AW4O-@D*\#_)C5HHIX)X8055WQ_ MI/39R;:MV[=PXP(\4H&3`0$.D`:%Z=3#Q8P^8/TQ`)*GBA&#.LPX^0?#FTTD M?,I@<#:FW,N8,VO^)6^SOS8*-AV(!'"CTD M4``Q,B!(&S13&$`0\,9R[QSP<[3Q^@>""A5*_E2!/SY'A3R-Z?&&"@-(9^"! M""934%M]A&83@%W0MXD"J"!!60.IA(8$$IS,P.$O"YB5X(@DEFC,$F[5(:*) M++;HXHLPQBCCC#36:..-..:H_^..//;HXX\Y?N"9D+U\L*(45PVR()!,-GF9 M$D\\L44`"+`0P@VV`/!#@?W'KK MKLOX,$=G?[#@QQ\>/&I3"`*@V)\#'%!B[]@<`&8@Q"@!LF6`4$M M"P`"2%B+!T!$!8'6LABP@P`=_)'`VA`5`;&*!`%W$`.L?6`AP^,+YNNVZVR9%@4NQFQSR M!Q/;,B$`;9PXX($DM'!1`QXL9!=`W)L@-48NR&IG^2XE_X'_PBP7U*7?'`[D M,,$FQP>@P04<+`P^ZZ^7S_;@6-8"PPNT_^&'UE$(D,`4IHD>1`XCR(#/#D!< M\,.971#`F?Z`%+G5@G(+:]@F`&4+WXA&``IP0OH@`($&>"%T?^B>%4[G%`U\ MPBFM,Y\(P24S%-3A#W1``0;.X`1CW>T/5$##`!80!Q\PH00>.`$:"G```41! M#$ZH`0IPX("H5&`.)"&!#QIP`"[DYX#U6-@$3DB'+=C*%@%`PPD60`:_3"$+ M+3C##T#2!32(@`XT6&(>0/4'$:`A*`L+PPCGR*L/.,8%&7"!$YH`!1O$001% M>$,;BC`UWAS@!P+PP1(^H`<@K``(_SZ(@!-R<($YS$$:'[B!"OQ`AAW\P5+; MXP0`-E(!`SB!#6S`0`I"P(8XW8()$"B#!8240A?$@`"L&($:-.`!^K"@`BF8 M@`D[D0)#;8".R!P4$AY0@"%L@@,/>$`'B!!-#K3@`8[[@S59P0%G=B`/=*#` M`/+P`!R4`4!W>,#/-H&$-5AO$P](!1&DX$Q@U,%!G&C`"6V!SV3Z\Y^_*$`< M$L`!#GQ!#0"Z!=*`!="&.G0G2,@`&@30AA`PM!9$$,)#-\I1G%#!`0?KJ$A' M2M*2FO2D*$VIC0C`4@*@J`4M;4$M&E`%,A@`"P&[Q0)0``U6P`7]!/'3JG+T`A>P12%JD8`<``@/-(CJ+2#G M`JN:U:$7:$-(-[%53B1``"3P%`(@8@LJW"T.9\VK/[&J55LL(`O="<`';9&` M&""`,7I-K/GX6HNV<@()+FB'!Q+:V*A>0`Z*S>SK&,L)Q]8"`1<0@$\XP8,? M'`*P3]2L:DVF@3@`RP%PL,4:%I>6&OS`%G`JZ!*`L+K5^I975A!`Q_YP#<%< M(0IX*(`'3I@'/ZCD`%L00A!NRPD*_"!>'P"`PG[+728UP#=1*$`%5!"5!LQ! M`!Q`01PJ4(`0O"%@<,B!%6X@AY@(P0P"4,,1Z+>V[OKW1TTHPA?_^_C'0`ZRD(=,Y"(;^0B!FVH<["2RHLCM,H%&GARC&F-_XP#6$`*#?A(A=$0OEV,8`%IL(&A MAT$'+D1%!N_L10-4L(D7,$'6PUC`#0Y7A.'^(GY,V.<(ROH+!P@@JC+@'05D MAXO1[2$72!'U+>I`X#1O&2MS6.LNPB!6%>F9%P/H6`#S98",Z&(**@@?9X6A M!""804\I:XMI]FX.JVM`FWNA``'4`,V<,-0(0\B$!*2)!!"@20@0,( M00D#U$&4E&"'/O\1H`E2XK61%Q/"%TSK!Z:^2QR`8(`+2&`//Q@6`;-@A`KD MF8`J,`,0$'`%&Z"!@GSX`01$,(4:N``(2C"J&9X*A!;00!(04`($T*`P%JAA M`G&X`ATN1H`;H,$(^JY/#2[`!LITO0T0F`&G0Z@+I-!V)0=`0P[\((`Q,,$# MK^I8#R[`A!O48PMH<($"1A<"&LB9!%>X%"?H<(,J%/[HSU#!!;(@!^'%@0U_ M\(+JE"`'.>BA!@*8P0!\$/0CJ*`'49`#+[`'*A`!)W`!<5`#<4`&*^`'4J`& M.1`$+'!N#A`%1N`7,Z`',#`$?```'?`&-90"<<`0278\(10'9T(/VK'_"2@P M/J%E!>'G`)WW!SH0#;5@!(4P`=\R`L82`EKS!WI0``]``7&@`^L!`U(P!R7P M!P!`;@X1`%,P!Y0Q!7$0!3J`!AH0!,97"QIP.`W@`]'B`""W"6+@`2,#<#;W M2@*@!`<@'M%4'7<`!`5"/_'B@YN`!@:T"4"P`WDP!T#`"EVU"0-P='\`!,>D M/V>B.P4E`.I``5B2!Z>C.PTA!\LQ+$\0=+=S=!LR`;``.>&#%YL``'5!`X!2 M`G%P!$SP`WRB`3^(9";("4<0!PGU!EQ0"Q+@@EK#`7CQ!#8@`1*@`4O("4I0 M`!;X+030@V0@%&A@`8>`"$&T"1<`"P#@`\D3_S=5D&E\]@'BESJ]Y118YQ`O M((;=&%!I:`L%8"P"]2],,`+T$#[FAA@A$$IHX&V<$`5HD`$A(#-QX@/6$P%A M\0=H\"U4@`^*J(O>-P&9`Y!*(8DRP`7+Z!5/D`6;P`02N0DZ4`(K(#.?.#*B M6!]R=(D&D4,`%ID`.3`@*JPPD?$`?M(?NL0D_,%O_D@5;)0>AY(]W M^"WD0@L%R7;$LE4[=/\[+:D`,K`%-O`#,O`$U,4$QF((%-`$@[B1H5@7$!!; M=U@$(DF266EDKUB-V<2)7.6"AZ.+#G")\L``*5`+<=`T(?`MYP@*6D,N5;`) M)M`#%""4&L"$_1@W5X`&G6$"))`'DO('#T."FV`$E'D%LBB.FW`&,O4+)D`Z M4ND!+]":?P"5#-$!'M`!,_,'8E`_)8F'2])&%;D)3H`\6B``HZ`$:'"7?T`$ M!%F$NG@X'N"7!<($>&4%2Y@'EX*8=,`"N+,)8U,"=)`!<>,&PC4#V547ID@9 M7<`&UF8#)U222,8``O"1>D@##=`!0 M!45`!U\@7`U`!V602&BPA.4Y`6T@`!<0`11@`XG&'A>P(!W@`UJP('2``0*@ M`3W``#F0@(AT`P.PC$U0^[5@&[9B.[9D6[9F>[9HF[9JN[9LV[9N^[9P&[=R M.[=T6[=V>[=XF[=ZN[=\V_^W?ONWMR(/C\<)TQF>R#`#)3"XR4`'N3&X2E<+ M4Q`!V-8$49``NO('35`"!8!/$?`$(L!QMI`;N=$A!N`&M7`$3-8)*$"/@(L3 M<+`"83`!'F`!*9`^M=`$-8`]S``W7M`,L^<#:'`#"34%82`'^1(.<7![*W-J MN^$'(>`I2J`"$F`"*6"Z")`#0$`UIGL+Y((&6+@)*?`#6;`5F+L"/[!L+-"F M3=.Z.6$'90"-6=4`9<`[M5`%NKL,0>!]S0`&M8@`/^`32(`4(P,#$Q`5%_`8 MMF`":[,`C;,`:J`..O`#51!4'/)6J;"Y15!V6W$N.GN+FP5A"0DJ#X!P2``Z$8!ZHV"`$) MC350#`B2\$VYPOK5@`'Q0`VTP M"A*@NP2@`C5@!%Z!<&30!LO!`"8`>QG0``E@!A10`6B0!4'A`CEP`!GTQCD@ M`@%0`UF``6B``-C`&L"`K;6`%'R<)2I1"T*`!OUEJ@[17R$`PDB`!FW91C(C M`%Q@%EO0!CFU"1X`PN1"G)O@!GJ7Q?_`62W:`6[@`D80$=C3!#\@!1UP`2Y` M!T%:!S>0!40`C'9`!6'#`&8P1@8@!]28`&B`9CZ@!%`0_P->M0)H0``;H'\5 MP"6V4$^U0`A@0(A$--= MX`8:P`6F^BU=0`$I8"F])083T&8;$-,0D"1G4`--'!%&P%`>4#&;<`0"L+X" M;1-+0*>N@ED6:;'84Y23Q7T0!C8=*ZH&M@ ML)[5:&K/%W,T8$ESD%IOM4Z;$/\&0$!75.`",0'X`42Z"= M).@!1Q`"B]D`J[P)ND8"\UR-YDP$>L`A'>"E'0<$7!DL:-`N"J`"PR4!5'4+ M#<`&<18".="L>(,]'R`)<)!*>(!_9F!+#9`" M!@4R```PYE(VN$X``-P2!.K:@0(4N8QZ99^Z9B> ,Z9J^Z9S>Z GRAPHIC 46 m62094tom6209434.gif GRAPHIC begin 644 m62094tom6209434.gif M1TE&.#EAJ`&O`>8``*VJJ8R)B/BXKZ[ MNI"-B^[M[/;V]=73T<'`P'5R<45#0TU*2F5B8E1147YZ>2TI*5E556UJ:;BV MM%U:6;"MK,"^O(F&A.#>W7AU=,[+R%!-3)F6E.7DXSTY.>KIZ#4R,J"=G'%M M;$A%1&!=7"8B(L3"P=#.S-'0SFAE9.?EXSDU--;5U)62D8!]?.SKZ4`]/(6" M@=K9V!82$L/`OMK8UAT:&NSLZS`M+-_=W-S:V=+1T-C6U=;4TFMH9^CFY1D5 M%2@E):.@GZJHIN3BXLO)R+.PKX.`?I>4D^'?W^CHYH."@B`='=W$@N_O[RPH)R,@'QH7%Q(/$$E'1_GX M^/KZ^?O[^_CX]_W]_?/S\BDG)X2#A!L7%VEG9U)/3SHW-____R'Y!``````` M+`````"H`:\!``?_@'^"@X2%AH>(B8J+C(V.CY"1DI.4E9:7F)F:FYR=GI^@ MH:*CI*6FIZBIJJNLK:ZOL+&RL[2UMK>XN;J[O+V^O\#!PL/$Q<;'R,G*R\S- MSL_0T=+3U-76U]C9VMO"%DS$(1S6XX$`9EC<+5/#0$)&0!QD-,M70 MP8B%$R=)H!!R8D#&`3)GN@PR4VA$@`L;./S18>4%&2#)0""&(I92O`R:H M(?J'1)P"@@#8B/B!AYLS:O;PD'*FB:`O;OY(,:(F!Y8_#7SP6&"!!^<_5@S@ M$+PGAJ`$,3P,VN"C`@P-!J",B%,APX<<5X7A@8-AD8,2?Q(X"/"'Q8.@@@:< M?!*EO1-!)0*TC_*>?7LDB/"`%C0C"O@_"U"@!00J?"$!&(:PI%P`!K0`8`00 M1A!&>!$*\$2$$&8Q"!<"8(4"8RGX@`(`:AS!PQ%R_&&$%&_P``%Z@A!A``&# MM&$`"T:<<08/-(2G%`0A$`$!#J>(04*?PS!&O\'.13YA@%6%%*%`09D,`@> M(4BQP`<(?>*SAPQ];2/&$!A@\1\0,92`1API1=/K' M$D9H(0@2:EC!`PHS?!P'`B,,$,O%K'$'Q$80`8#,)P1!&@+J%'# M`8T$$8,!-KC0#J0+N/H>;DQ49(,4:,P!0@IRE^"#&Q,((H,7"9P1T0:O_A&K M[Q'`0`,/2NBJPA,S^+.<`1)0<,1M?S"0`@IY^]K[`P0P$0.14RHNR_*''?3N=P5X`0)XX$Y= MU>H'DAK$`'!5"#]8(`9^Z)$`SA!.%SS,A=`RP]*&\8$S$.%)2F69#[Z0@!`@ M@9(1($$?X$`C#"2!!E"Z@#TB4+OH,0IF?4A!#A@&T)-:('^#4,$$*"L(-#B` M`&>P0A/_YL8_@,`(#JJ,`>IH`6W63P6-C!(=F)"'&0UB#W_ZPPQX0`$?$($0 M21W$_QNR`(,7W%0+'Q,$3P=A@S4LT0;V&H[OY."%#*)P``SD`XA;WQ@![_$$.?FMM"%(;`34DX0J* M2X(!N!HJ/_0@`19HTE07`+U!V(%:X.,,`'B@G!"UD M@0&ZXP`>.``&%3#.((0CB"GTC@;DX0(&ZO`!&K3#"3>U%?P$P0':#J((2OR# M`H0#A3(@:PF\=>%^7O";8+!`#D@PDPW($*,H""`.Y"*`&H`5`PT=H!U$Z"01 M3+3=$T-J`,+ZS@9B-+D_C``.]17$D6KX4)AVN&$WA!'I;V!M&^X<0MP`,1J@<#?@RB`EDEA!_^ MD(0CN,`$9?,='.3V!##8P0@TJH$;3."[#-N**H10`467&0>BD&$%$;'!>R;P M,17XH5<7H$QI*X`'A&-`!BD@B@'FG07%`>$,7#$#&3S@@Q:VP0(6B,@";O"( M"9#A`"V([@$28`#05($ZMAH6#/(@DR-?(`$4.)JO#%!0)ACX#W-(@0V8\$%! MV``.`/!"'&R@!3?D`4(KB"T+&%(&__K!;5E3`PM?X`<^^*#E"=A##G)@!`H, M%Q@J,.8?9JN3"^APIBZ08J\BH*'_!O`!!['VZ!ET$H'N""$,>WB"L!Z7@-H1 M`05U^($*?#`GOJG@'`58`1#J$(&*3$$-<<"#`-3`!@,/!L+@`\$!A!07%P0K"0``$K"`( M%+```41@@@M\#S=:0'#U*8"`-%!O`$\X/@%08(03$*`/$W`Z"@A0AAB\XP;Q M!H(-?-`M0?!.!1/T!TU@)%.0`(-$!(L"`#_``SE0`SN0`FJ0!6N@!A]0`3X` M`!"P!V%0`6A`$5)P&UDP`$IP!%*@!#2P!]W'`_FS!YPQ!670*S4P.\K$"!EP M`1-P`1+0_R%UQ`>,%@(H<`$T`@1]0!-_``4/``-]$$XPD`7&Q`)9H%(]L`!: MD`3_`R``P!4*8`4J-`-)D`0[0`@NP`'<)@A;\(6"``4SN`0;\'V#@`,G)0Q? M\P7:A']&@`^U`@%:,`)DL#-!P`-J0`1DD`,DZ`1!H`/?^/\#@O``3A"$ M)T&$@L`$3G`"$4$`)P$>+I`%7^`$2#`'7H`$(M`.)9`$!F$&!5$''J!))7!M M_M4`!=$`2J!)!^,`;[@T#C`%D'!WZ7`+'@`"(#`(0``"6C`%0?"%=E`#>("1 M(U`#&(F1,,```-!_G(,'";`#0&"&N*%+G%,';]A:B,`$`1@))CDP@O"%'H`0 M-7!2>.`!P3@(1WF4AO"&%=F43OF44!F54CF55%F55GF56)F56KF57-F57OF5 M8!F68CF69%F69GF6:)F6:KF6;-F6;OF6)F7>KF7?-F7 M?OF7@!F8@CF8A%F8AGF8B)F8BKF8C-G_F([YF)`9F9(YF919F99YF9B9F9JY MF9S9F9[YF:`9FJ(YFJ19FJ9YFJB9FJJYFJS9FJ[YFK`9F[(YF[19F[9YF[B9 MF[JYF[S9F[[YF\`9G,(YG,19G,9YG,B9G,JYG,S9G,[YG-`9G=(YG=19G=9Y MG=B9G=JYG=S9G=[YG>`9GN(YGN19GN9YGNB9GNJYGNS9GN[YGO`9G_(YG_19 MG_9YG_B9G_JYG_S9G_[YGP`:H`(ZH`1:H`9ZH`B:H`JZH`S:H`[ZH!`:H1(Z MH11:H19ZH1B:H1JZH1S:H1[ZH2`:HH]9`[UR`$Q)""0Z"`W0`CL``B<%`@#0 M!"V*D050!W6`_Y$#(&2$$``%$`;!1@8:L&BA@4J"``(*,`$3L`$2<`$:,``4 M0`8J(`%NTP`98`$V``$!Z`(60`8I(`;Q8XH:QS>/,PAN`'-2@$#*60#-"#\? ML*:&`P$7\!M/X%F&P`9E0`(1H`$3T`0J8`(V8`(:H``F`',1P!5BH`%J(`$^ M@`%EH0,^`',W)0-!(P$#$`,P%P:Z)(!'1`@-H`6#2@(AX`,IT$F$H`%=U@(A M$`<&,#Y_@`(&0`-FH%$&<`,-T`!'H0%C"H9D0"4%-0%QH$6"$`;S-@@PAP54 M0@85\`8A,`6JVG(-@WH5X`0D``<7P`!X\`54<@'MP`%O$%N"<`0]M?\35/)@ MSCD%*S!R]`8'(]="`'`&N?H`4$0(>,`'9V`")V`%#G1TD4,"#(.M<>`W#F`" M9X``'O!S1[`#HT@EX11-'8(!!J`[@T`':N`#.$D(%&``$P`#?$!2.]D`1^`' M;]@`5)(#!4`']U01&4`E'6(&)#`!F5H(DV0`.2`I!%`U&JDC,FD$3-``JIHW M=$4';F``*=(`3U)?3W`$3/<'0:"J5S22[P!1-`)2P``VMPE-#19`PRQ-X-@!$5`)0=+28IK`!T`!RJ% M"$^``5V@O@5@LZ7%&%227_`QM3TU!PQQ22E@`/,E",D[+$P0`7.PJT>0`0C' M!!I@+VJ@3*!K`,'FG'$2&SYPKA20`7VP-'V`!)N[J<5[NP9,)1;@JP^;`#B@ MJJB@-ND`%Q$`?_ M`01YPR!K<@85\;=4`G&*X`1AT`#8)3E;^P<5H`5F0"7X00B;&QO$NJI_<+$% M_`<'/`4P,JX`)!C`8)YL`UT`,+4OS!)QP#!0,,`:8`+[D3$/.P@8\`("4&#F:[$&<`$C M0'M/9P,J<`.J2JY`$`>"``'"&\54`@%28``QD!V$$`6>-0,(?$P3FJT@&\`:"X`$\L`=O0+=4D1L&L*D+P/^& MR$D'YWH&2$`'5'(&7AHC<"`!NVH`-U4'=%M0@A`1R8LL*8L=.&8`[O,'M,<# MRT-24Z7)KY(`)O`%H?JPT'C&HRP(_OLR;S`/M>NN-N3/?U`$<4))?\L!:F(` MI&H&"T!&@N``R"P'!F"S2!`#[G>YB<8Q`[S%?W`4M9,&FPLM5B>TY1'*T$'1 M&T`!5F`%.O"P0#0"#'$Z'A`#&Q>I`V2*NC`BT(6M!=`J"N$^"3"CT!#3!;BU0'(;!PZHIY M`D!P@X!5%2%G4/('+T`E`P!1YD,M!HP"()T'53/_!S:@4I%S`0,CSI@K"'=P M%&@`E*@2S.\,7CP)&\``#!P`6_``!N@428P`%.PJW&`'PVP!F=0`0NP M`'%``DPY!CGPAAR`!E12!*![2'`>"1!4/,=&6P=?\Q M:3*`>P\;`370KF=@!!=PKFL@4$'`&MTE@'GC`Z@AD530)&=`O2A0).X#X#IR M1!LP&SSP!GT0C$D4R!1@!A?0?221!(E!`2*PX1Z^<,P9`Z1EJQ+Y!UUE`9ZU M4%:*UR5``#8`X$3<2PCU MQ-:E,`$`XGXA=1Q`2 M:D)MD_8`:4`X=*KDJ$;H3`0#ESL`8M`24F8`$FD%R<;)!G`$L$8E)N!..:!T MY\X(7C#+@[#9)]``6*`!#D`E'>`%K_,'A'P&Z'%/B[0%0[S29PP`-5P'ETLC[M2^H$$X83K#.W``%%"V:S('%Y_QC6`"NYH'VI0`FZO4`M`` M;48E/$!S?R`!09PK'*.N-G"YG885D8/Q+.`'#-$'A;#S'4\E#O`##2T(P6$` M>@`#)K`#6O^J:X#Q2H\(`!`"+"_/7&+UV9(`ABLY`T7_4@)5`ZH*A%0"K(/@ M!0/<70<@!TN0Q7[32RH[""-E`"5`!=DJ6U02!71_9W'"`V>@]WMO"!H@!SJP MN*`:@ M`"WP)`D&(!6M44?#`!(P`0.!55+PAG"=R1N@L'\`"!,&.0=_?S0&/!XP/CJ& M"CD&#W\8'W:&F)F:FYR=GI^@H:*CI*6FIZBIJJNLK:Z96428/@8V?Q<@97?R4V<<4P)BR829)!T+*O_?[_``,*'$BPH*HD.=YD0T++`(5G;B0< M,2!@"+08$GAL,%1D68H4.6+4,=0`GP$)90P0`/+F#+0]1A(9Z@/-@(P_8%P: M.#/@#QMH*<7\.?!EYQD+4_ZPB.-#RA!#:8@\8;#`QPN#6+-JW,8$ MP//N`94YA1@,B%(L$Q@D/3,QB1(EFZ8#2/0L(/MGQ`,/'D"-+YBHAP.3+F#-KWLP9*XS.H$.+'DVZM.G3J%.K7LVZM>O7FZ'< M&5JG!/^F&@T^,5@%93?LW\"#CPY"QDD``U;^2(S#@$H\*1:N&K*#Q8+U"ZK4 M&%D@O+OW[X\9Z,AC@,G()6>Z_"%!9HH5,M@Q,9AH('>J9]+!Z]_//Z#)8'_\ MDI0!;SCP!Q(2:&*!`?%IDD`H!3P@@@$T&.)`%`820!<>`UC6WX<@"L<$&7"D MD(T,>:AQ!@*9&Z!#)1@&> M\:`6T,3Q@AF:7%.&)L,X`88!(I"Y0A5GQ%$">CFT$((!8?S_$<(>?_@0PA][ M.`2!"31V:>FEH5&`P@9QG,'""="PX8(F$1AP@B$R[I9`!SHU:`@:!CR:"1$& M^'`$#QB0J88`+@'PC`D)5&"`DQ&<@48,)$!J`'>8-NML9@)8H,:+.D`!!S05 M9E)JC`9X$(8(?_R0PDYT8I+2!YAH<`*M')300!UD\C#$BTL\LX<#SU!011R, M8A)I%L\&++!CUOT!C1,$S($(&8/]4>JI?V20@Q=%/OB'(`9B,FX$F/A1`*V/ M+M`$F7<>\\0S%L#P@@%7%X%(<0 M5>S$0P=IN.3DS7#'[<\$911P`PD#`)#""B&8DPD=`5C@1PIH-H'"!3Q`H",F M#SB1Q0M../Y"(59H\040)46N.1-_,(`!&QE$WD`/!&`PQ@$-1*Z`W*RW[OKK ML,O_/+,-^_\\]!'+_WT MU%=O_?789Z_]]MQW[_WWX(BGK_[Z[&,F!!M$0/!$^]_O((4` MP(DP;DUWTM_]`S""S0!2L@(NP``&7["`_[@W!PJLP`NN&<(':A6`FQBB#&18 MX/;V)([6Z/^`)G+0!`/<0``-9D\&1XB#:Y(0$S9L@@QN2(H)K5<"/Q@!8JOA M@@$B8`]-B"`/HYIA]>8@@6&QI@$J,$`,+)@)%AR!14*DWAS"$"O`J*8!$TK6 M)GH0`QY`(8K3:\!/;%`$U@QC#2/1Q`_Z8`0(@C%ZGMNA+E:S@#/$P&*:N$$< MM/3&Z+$A#B;H`6L0H+4?;*(-;%@!@/K8NQ_X9A2`(@$34X,#'KC!;YG`PPS. MP"9&\FX(/N@`*980!R.L[C)B"*(A=C"'3[A`#3PHER8J<(9%>G)W$UR,*.HH M!4-BA@1Q4((A"F``@'F"BE78Q`B*-8-;]FX&!I`"'C]Q'!Z4$3/_`C"`!M+P M!R9@RQ-PHD`:,Q&"%7$B"%S`GU:T($IGMF8)!LA#QCZ1!EJ:H`V90<`9>/"@ M.4`#39L0PADTL(DBF$`*DQP*$Z0`#1-L12;N7,T<:&D74*A@H'R\C`[.<(;D M-.`X"NP$"*3`@^1D(@-,.B4FE``G1,7!50;)P],BJAH"&&"FGV@`&6JARLN8 MP``0,`0^WO!(3;#$`)U,TSYMDPD8[-0/2:B`/&C:.ARD$)^?2(`:AB6TS"11 M"[EQ@1'BH,Y-T"&)69A-NA!5U#\L(1(BF,-6.TA5N>DA#B;U1!5R``C1@@]480JJ6$2 MFC$#@:PH@#BH0)B<4(($&'9.C&)K!@@+TAHZT,#I$$^,$)!Y#``.W-1`V2 M:``^)(`8G+@"-/]>P&%-0&&U3"R!'/*ZB6LD*A0>D$!,=I(##%S#1Y_P`\<2 ML`*6=<()-+P(AX40)!IX,$;L*N) M'L0A!2Q00PXV.!%<0A#5SN1A!_[@!5S<,"#X?P)$\3@`BO`0GFQ@N8S M]`&3AB!'"";,@CXTQ``L:D$<5K")`;P(&YT@P$3.X)L2?,`E"_Y#2E+0TTUX MH,QQ(,.=FX")0S7S$WC(PQERL`9D8V(.^C.`"3;0L$UDX%H\*+`GY,O_B1T@ M`0)[\,,<>>T)*/C!!H8Z`W$)XH`C'.$"9X@`%-=C!!K!X`&EJG&9V[*,MF#" M`0PU``8ZT86:$'>"V-Z$AE-@14^0B0(U(&89[',<+3C6$PT8UQL(CHD"%-$` M30AR)WP\B$FK$>/8I0,'LN`U:,"AY@SO1`02]($)([_P][%4?N8`\0D)(XY.#X)[#" M9VKP!A4&*`]&$$*=EIS13"#@14;(:-\WG@DGY"`.""5M5O"<`P%!2&T()VX5&#NRC`"*G0`6O!WNC$`$^X`2T0``L``<* ML`%`@P\14`$+(`-^(!2MH`8^X!L,L`=2<$V:(`%G`"XH$@?)E`E```T64'B; M0`#D80&J=`4N@4.9$`3D`8.A<`-&]`=X0!-<`&\:$`=]\!1_(`0!<`$7\`(8 M``"C0C07,&N;X``0\"(3P`DUH`4\8`(6X'7EM0!E8'P7P`2M)H`#6("1,P). M<`8V0`(8\0=O$%WO\/\*"F``Y44'/T&#AE!:$=``4/!3,Z!G2C`N4K!@!Y`$ MX%`&?`0#$.`2-*!G?V`&,O`%IE4*A&0#0D$'@A"%GB``I2('.+8)>Z)+FP`# M&A`I<2`!1/<'"_!C-C`!S5<%,Z`!9P`''V!O8#B`7&<(3A!2F'`&(^@/=6`" M)J`$+$`@W+0)"Q($`K`"/`31E!N?Y``-&$`'^`;,J`!T#!Q=!#_ M`%N6!Q!T!P(0"0;P;IA@!TW``[?%`_H("@V0`T:P!7]`!QI&`@V)"2Y)(#'I M"7-@C4T0!4X0!E5G`H)P!DS4`%SP4WR"!SJ4"`8`!T10D_LH"B?P!B:@2@U0 M9F\`!T)@!0;P!;M!)K_7"C^A39V035(0!_>3"59`8]#`;IE0!;>E?\88`/N# M*)JP4%WX(NHQ"BP0`V?`'7B`"&\0!)U@!<>@`?T6"EU@`1YI`&J'E`:`1UJ0 M-48``3#@`%ME@DU@:$U9"A^`!5=`94!0`3[@0J%3!5_D`#90?:P@`]!P!A3` M`C>!`P(@`!#P8Z8B7QE0%&=0!A1P4X60!"HP+GL0_P:$%&L>N0QG4%8<@`4\ M$`#T5RBD@"+(8`A4%`-,V01P8`-=:0HRX`1V,RX7MS]8@`5D$"E'H`$/0`=( M0!]Q@`:+EIG]4`1,*!_^$`]?<%O[)`$MH1,7E@(+``!<(`'7D@,B@`=,X!(D M(`&1$`[P0`Z\@0[,`()P``CX`"Q M&9O&.*1&>J1(FJ1*NJ1&"@!@(`!:X`0T4`58T"=:H`400`,?<`.'@P(0@)G? M4P)QT$$#H`9'\`9I%P)1P/\"'N!^.V2)AK`$1O!3>6")4U`"$!0&2W``0/`$ M$V0..J!?#_``=U8!@WJHB)JH@SH&1^`'`*"HASH##S`&`,`.V*`A=!$`,Q`% M/A`%%'`!$W0-$9`'[6<`E2D(;OIL[G<,;MJJKOJJL&H`<7`$(<<#>0`'KS5@ M:+H"1V`#<.`#)D"K$3"L,3"LQFJL*<`'QGH!(1`"$Z`"(8`!43"L?-`'=!$% M'S`!%W"MW`H!??`!W!JN6!`%`=@\+I`#*S!6/``'+O%].J%YVKB:'.42\UJO M]GJO^#JO96.O[*IY1D$":@`K:V`"\#4!<6!).2`!)"`%4D`&)H`&-S`A?'`# M%##_`2A``5H`.0!`!FQP`A1`-`:P!@4P`1]`!K&I!2<@``K`!DR:I$$0!$,@ M`U/P!`]"#M25%H.!C@)Q',;DGIN`!RU+I$+@`E,P!4+P8Z-R`'2`A_'9.9H` M`>V4"@W`!!(0!LAF4Q'``R;G2N#PA9W``1S%!$T+`QGPY"0R@`5?F"39U!K[DLZO``!?P(MPX"BXY+O[8#QJ6L#J+"7A0%'_; M"4:IH"&:"65F`7(@?Z/@`7O`,9I``F]0!-FJB`GP`9'"FJL4`QX)DF8U`RG' M.9L@`[%)$R_07G0P`%F0!4E0HGK["602*X+T"4P0%W.`_P\7EA_N!09)4(KD M>&K&NV<7D`-1\"`'X'J:(*V[B0%,V0EWYG0WP%U_$`8\,$DLL"`V0'5ET@); M!7/8B`DPDP,\H&2@]5@\$*]*]``L\`*:MP(8" MT+Z4!@.%B;@94"KND$EB<`U'\`,.X+5_,`=+D`5K2@2XV`DM<`W8,;6TDL%_ M8`<(4"J#"PHU$`%P\&93$'C!8`!^\OP3K^`>E6A,7<,!/IF\&4JZ8D&H+ MX@,?$!,>*05T\6VU8+OXBPG09`,Z.P`\4'##"!5<>`"#'`"/&`$(9!R:E`J<3!L M!_`!<]PIUP9@\P<'%D`6#3``RS"FNU$JL:4D%K#`F=!B&<##F8`&9X`$U8L) M5H('7J.+G.`#F,O)I@!-GO:**_#.>"!64M!J7.`2&N`U*C4F-8$"+B"#;Z`C M!2`%9S#_`664`5FC@)D@"!@@`'3@!2E7!MPD`WQP!BM@#B^0`\\,#5+P`0DP M5+.+`K19$\/:`;>U69W``L=P!`\P`"R*!G[#"!8@2&UP8J&'"6^X`D0PJ+MF M""X0!S8P=YT`*A3P`ZB*6)>%"=&LSZ:`B7```$JR$]%%-#BEFD"%"&!IU`VU M&`=@C5!4*A%8`+MY=JI;ATIT0"UP9]%D07?&`\)P8GNB-:=4AB8&!\9*`WR! M#BG<"74P(6=G8BNPM>BQ9A>P9IL0`"D'#1IZ#RH!U9OP`SN1`>0`#2FPU--A M!&6LU:1@95#`4&?P;B40`VK06BZQ!7$Y3SC0KKHT5)@00V8:P\3P0!C^`M7(`!]CA`UG` M`$I0`HZ0]@'C`!.P6)R#9XH2`7B0`U\PP6_@=!-`4)A@!C.2"3S0LX@?,!Q@ M``X``N5A,#1#V"GY-A<0--HR^9A`2'32!K+@!Y[_^H MF1Y!$D[4P0R&4P93P3M[N_P\?+S]/7V]P1C[2<+!0M@`<9$ MB1*`X,"#"!,>U*,'8<.%!^.<20$&`YPS:_\,:/QBX(Q'C1T]BAQ)LJ3)DSR" M-%O)LB6J*PMBRIQ)LV9,%#$_+$"A!06*,"$T7+!A@TP8HA;*6%C*M*E3"W&D M+#5P9.D**6]R@/RXPH#$,UDU>M3J=8_7'&?VJ%W+MJW;MW#CPCW"]HB:/'MX MO#G"(P8)/SYL6%CA0TT($V104#!1)D8*"I`A0W@Q@0N%%Q0^4"`2A@@`(AIH MH%`08$(%`!7,H#C!!042(J,IX!"20(*DB8X"A$P.@7'))O+CQXX9, M/%W.]$(8"QK06$AAH+'!!D5XD`8.&2RB MP`@-M(#201!9IY)%()JGDDDPVZ>234$8IY9145FGEE5AFJ>667';I MY9=@ABGFF&26:>:9:(Z"1P)IMNGFFW#&*>><=-9IYYUXYJGGGGSVZ>>?@`8J MZ*"$%FKHH8@FJNBBC#;JZ*.01BKII)16:NFEF&:JZ::<=NKIIZ"&*NJHI)9J MZJFHIJKJJJRVZNJKL,8JZZRTUFKKK;CFJBN:9H""A0N[F@+#)C!4,:PA_RX@ M,\3`2`5K2&%##'N0 MP$`$!C@;+"DH%(/)`3$8((`A0AAAP;'%T6#!!84D<`9(!A3PQPP^6*!)`6Z< MH0,E6K",P1\)0/*!`59H(H047R!@@0&%<,!"*0\L7<@!2,1A@,9T8*"!#(;\ M\(84?S1`\0R%8.##LILP%L`1-G!2!`UC,W)!#B```4':`QC@P,6C9&!`%)I0 MX3$C28Q\'`MG4%#($E(,1`$#!00PE_8`/#!CE@@H44VR[[@-V%P"`$#-#\8<<..\3^!QY" M--#%-+@R$(8!,C.BA`,Z_/V'`PYH,7(=.^#A@!=UP)\'"E$$_$$B`?A30B$< M$#Y0Y$`$F:#!!PPQ`2-L(@M`PX0`8@"$G%'@"@HP`!)B`BQ#+,``8,.#!OZ` M`@-(`04$6$`5;)"`'93!!U?8U@9,8``GS$$"&ID`(TB`!#B\8`Y_H(#O#,&" M.&CA#WI[P1\"1S)/R*'_"W^(`1QX<(85\.X(N..:V][0`#.485O;LT(#+)"' M,AA`=7.0P\,,P`$`2,$`7:EBK0!@`BL8@`F&J$%25O:Q`L!A`O`#0%>TTH$J M6"`&/*"7"3Y``@G\(0<5B`'*MF``@#G0<)BP``0+\0(O:B(+<2`$(S"@@CF$ M,`0L6((!;*"%..S,$#@XV@H(4(@@Q($&9NA8!'R0!#4LP9`0^(,HF6``"3S! M`#10H"$LL``:&.`+?X#`$@UALFSZ`7(T2$$#.V&#,T3@#T_P0QR&`+_#``(9[ MPAF01P"[X2$#"`'3N`! M&"0`@%"(00-GR,`?,&#*"UCR#P^(GR&^<(86*.`"`]R>`]A6",)%P0).*$15 M'7""GN:J#D<(012.4+$_N.!O)?#8#>)'13. M\+%2Y`!EC$!!'ZKU!YYN(@`YV)8A9&"!8B2`!T)$ZO\??*`P0^"!H#)P(Q.\ M4-,_3/8/!=A#(9[0`")8@&Q_,,`MI[F`/_P@!7"(`/(PD8!KQJ`$'U##$:`7 M"AA`\P^;+40$_OJ`ZC$""P;872$4FP437,)T6H##!Z9151E$(0Z[RH(4(,"% M&QA@@MO[6'L%<`'2\J`%UWV`%%SGV3HH@&(F\``,-&``$O!6%#DHGB'N8(1R M&2(+%M2$'D[+B!>4MQ`4L*1RL\.(+`#R#U!00P1*8$OK!Z` M$8J5)9M8P#4R6/0/2%`#?IO_FRLY<(`:99#"#G`P5B]X#`)&@)[18'#=()PA M"PXH``\0D,R<04`%?PA`'$!POX5V(@JJ!C\4F0(.>`(`XI"$(N3`!.SY8QV@L((X0"`/1)@##^+0X9V=P0=" M_$,=@'"$"1:B!@98%Q7V@`-#;`\2G/SQ'TQ@A")@X`Q58,0;U$`$QORA!"MC MPQ2O3=@>&F((>S""NO_PLR?F``Y$D$('_K"#'*Q`#5+H`D8-0&A;6;@"VVJ` M#2A>`RR<08L&V,,&R,`#"ZSL!A=H)C1.`)(,`.`,SRY#"&UP@16T(-VAR-D9 M@%J(_SY@`(F%0(#40(T)41N`Z'\P0P[N7(B?40'`4@B``7(P`D-L``T2<6+C MX(IK'FS+`4>``P*V930I+,!U&%A#7=&)@3"DVA`OZ!4_O6`(!XSR#PKH@=4+ M,(<'H$`.C-@A$FYVOW;TZ@]"(,`&DL"!!BZA';5M!!-ZY85V6.Q\`SCR'Y8P M@%?;:@9\(,Z]"`*`]@`$I2@"R3V_0%+F$,=6)`+ M&-1!%['K^XL[,85>8Y8`>\Y1_[B'JW!L"@!MB@+R.V48+I MUV`:=7BU\U[W:CR`MQ-TT.,G7."#A3/"U'B+_R:J\&7YV____OC/O_[W'REV M0*(9=P`$I;<`UX<,2R`'0Q`*&S`00=,X8!`%M04#`X$`3$<)&Z`%$L```&4D`\AA``/-`$`D`';$`"*A`'*?"!31(!W""GD``N/4)0!`'2_4'?L9JQN`TG\`$$.0$/344#,``<<`$+/!V>\`W M?[``<6@(*(`U%(`T4J@D!Z`1:_<'0-`'?#,%!J!35+"$A@`#/2``VY(`?!`" MB_"():0)6)!CA=``*B!<+B```]3_-0(@`-4"`PF``U3`,Z/X!%!P`#V0BG_@ M`0L@`%C3"4X@:']``ATP#2?#"'L`00W@!AH@`#QW.^OUATBB`2?@%]5207D0 M!G^PA:$6!R\`;U!V!'*@3C5P`GG@`P+P`#R``B:0-ID@2W:(3KFP!"5@`2J` M!3D``&(@!4Z@!SR0!0C``SF0`H(F!5SP04X5``KA%`";@`T#%8<&,`42,(8\L`6T MEDR?4U<\Q9':IPE`\`914`-GH%.]:`@?4#U$$`.4`P`95`A``#IT220)$`,5 ML``#T(P)=U8`.1J?],X]5;4L0" M-G`)>D,R>'`&H;.;09(%(=(1?)/"48Y@'-%`#!'65AY8'&X`[+S!\ M?P``Q<,$4G`W"P!0`K`')1`$(9``.@!9]^9$>!`!37`'&E!7%T`$IRF@/2(` M(>`'NP,`<&``Q9,"1Z`!27`&7Z``4B`%9;!%-!"8"_`S7S`$3\@'B&0$0*0' M+>0RC#`&9U`&4?`S?$!W"^`1)/`$#7`1'^$^![INF+0" M4"!*,(5%CP!:/(@@/PB<#B`:F(`Z=Z M`*.X"(TH`)>7``*@$HP@!`+`KNH*!*C:)E4`!PG(#&\0`@KP`#3@7_F:*0Y` M:LW`!FY$%?):L`[[L!`;L1([L11;L19[L1B;L1J[L1S;L1[[L2`;LB([LB1; MLB9[LBB;LBH["C!0@<9`!PI`BZ.P+>F7"0=@F:-`!QS@+0@`B9K0`%1P`E4P M`_,Q5.NG`O'V_[%>8`5)D`M6D`4B8(6=,`<+D`6UR"%KP"_(X`1D`$FGJ@E8 M)@%?,(CP8@!+"0HEP`JV:480`A M\#/GN`D]@P<\Q(6BX`5'U@)W^PESX#L$D$S'\$P%D``I(+6>P$]?B`E1()Z@ M0$^L)@8F`+F80`1/I%A_4*"?@`<60#H?NP`K%%Z1E02!FPE0<))3E(BE<`=8 M0#IM(`&O^PD(P#C+D`2=5`I`<`97@"PUB%_+LP6%0'=X)P(O6@@ND`-:VSAO MAPE*``VF6PAVH`5LX#).8#6%4`45T``^P)!WD`4I@`$:P@!-D`58D/]M$IL& MR^)O7@`]4Z`"%W",0.9"0$"\+W`!D&L'R:D%ISD%JXH%=E!1)N`'LD4":=,! M;D`"+R`&-%`&(F`!$H`''!$'$Y`!)&`X#(``:O$%4P``?A`#$,`#Y.A<-J`& M;V`#WB-;]+8%>T"G-F@`ML8`'>;"6+-9%B`R4_`&>^`'>9`#?U4(7#!6A6"9 M2:!7F]"]?U`&-F"=`V`%/N!KT5@%=1`!90!%1L`$,S@`6)4#>:"W%>MOA5"D M[6`$_@M@&-`#Q)L"?5H%"1`"-#`#;R!%AB`'$3`%9_D$8VH@1_`"+D``),`! M30`T*7`&(<`$.9`!#!";#&`&;W!.'W`&,(#_`T<`KBDG`AUP!D9[/A/@!P<@ MIJG&3"XS!UI@N)S`3P83,W_0!A9@`PP0!4;```60`SC@`6?P`@R``F?P:KBC MPS\38YQ`Q1=``'YD.">P/$]@!%U`!Q"5`MA4Q6&,!FAP![9CL6S\!_I3"!,@ M!8MK.GQ#O`2`;P'P617`!WDPAB\S4GNC3#(CG2A#`4?P9DPT)O[ M!QRP`FQR!GP#`7M`-E*GPPF@%)U`Q3N@`1MG.`G@!^!"!G>`!SX0A;M),`-K]@<]+=$&4-8$4,SAM58KR-&9F03$%M)*8`)W M8])_T`1G8&9_P$PH\,W>]=+<\P=W$`,+!U4#9@)2X!M_@`8%&@%1B%^6%`)" M?;%LK'&X"`*3;`BF$R[J?`!&0`/$6SP-<(Q>0`+(P]=+@=6I%@)JT*H#P`5L M8`#QUHM1($8J<$XD($:3Q@5G,$!K?0"$40<'@`:9^4>C,`0SL#T&LP(]-0%J M``4AW0)O`$A\[01&X+(I)V-UH`(R,P`!8&K=6P"XC=XV<#.!Z`?0\,6\-/\! M9X!$$[`S;Y#9X%RI=\@#KI`"$5"!IJ,!`3#:.=`$7F`!"D<"JM/&/*`%`.8# M'+"Z/M`";&0#LG0$%W`&0'`#_'U<8!T#9-!PY[0%4M`$+F`!1-``(1`'02!B M2QS8!C`!'.XR:OH'.%S6G:``'^<&=/<`9^`'%'`&+```/G`&%T`"9T!SLP28 M!I"]?^`%[Q8"%^!&'AD%/XT)3-`59%`\==`5';,"K+8"OC,&7@$%;:`&:F`# M?>`%'O>V&)O)9:!O$AT&>:`!?F!EAM`#6!`!'+#G?%``$3`!,L`">6``*<"N MA0`!$8`!6$`!8C"#&]``!$IJ`1`"(5```@#('S#_`)1=``X`!R-$V4'#!1
4B@1`P`4(P!Q95GS=U`T0` M`NQ#!P@`-I@``9HW7!5`_P1-<`DEP+9LBP$>R$*@06HE@`074(P;KP)H<.02 MD`(V`+=I>9C)8)M<;PQ>(`6@Y`(K<.123$H&H$80#@X M;P@V0`)NY!M(,'5[<`8YA@!&L`=2H$!;L#)A;_%0X`8S<$*N07.94%G)FPQ8 M@.^I``5'@TT'L`?T<@$F`)NR%>^%H`(WP`"?E;1/^>(/X$89S58)$%J1!0$T ML"TOL#,-D`/+6P@?Y>P9WP&V]CF\M`/T@@DUL`+UQPBBCV3M/J\5N`#+D@`] MX`0Z)`HG0.=2U/?`0CA!*7,&D'R&H`!`EP(1+0$O#A[AQ@D&4,J%L`)\@P8: M4?_9A;`#/.SQ"X2[A=`"^)@#X1($!@`(`7],<4=N#W9:1Q(&27\`>5H&)P\1 M<3X&!ED#?@9C=B@Q+P8(%`9Q!CXN!@)_KJ^PKPXF,'`3?TEGKDD&2'8K&4@& M#K&O=F&QH&)`RN3`9,T^CIZNOL[>[O M\/'R\_3U]O?X?PX&!*\I!!EB2$E3Y,V`'F\*$'@30H&1`0?>(!B0(\$?+5(` MW##P0H"<(T\V&`"PKP*$-SZ&K)BP04`"%3#8)8@AB.&?++K^6#F#Y8()/`^& M_9'A0,:35Q52X%'&[`^(/CO^Y,#R9\`&DJX4$#%P`9;_"A2Q>&'[`\/`@'QH MTZI=R[:MV[?S]O7[`R1.BC<\]D`9(87)$P,V8O#H\()$C3\MH#@QL,O`#2OF M_A`PD.Q,E'T=G&#)4L?(BW@@XJ"YP(-'D@`Y.9P1P\/"A3(&R)B1LN<-!%=F M]G!3=NN/!A\7+IQ9P01V*E@^+,"2O8L]>3ZTJ`@0/1 MZ3#@X:3*F:5_$D@@T^`/'1B+78DY@V1R@3\/SMCY'F M*WH8X$$Q&!"!%`_`DD4.7L1"PAD&Y.") M*QV\\088L4CA9RQ'Y'#DZBL`K(N2@QEQ_0)%##FN@U^F^_/;K;S%XJ!#< M;G_<<+I!&.-L<($([B%Q07-#A?'";GBP\84"4$CFF!,*N$*%$TO\@4.>M]]Y\]^WWWX`'+OC@A!=N^.&()Z[XXHPW[OCCD$245V[YY9CK&`@`.S\_ ` end GRAPHIC 47 m62094tom6209435.gif GRAPHIC begin 644 m62094tom6209435.gif M1TE&.#EAG@&Z`>8``(2"@K6RL9&-BZFFI?+Q\;V[NJVJJ[M[./BX?;V]<[+R&MH9]73T<'`P'5R<45#0RTI*>7DX[BUM&5B M855145Y:6FUJ:3TZ.7YZ>;"NK*"=G)F6E8B%A'AU='%M;.KIZ-_>W38R,E!- M3,"]O(!]?&!=7(R*B24B(=#.S&AE9$A%1.?EXY62D=K9V#DU-.SKZL3"PM;4 MT]S:V142$C`M+-_=W!T:&D`]/-C7U;*PK^SLZ]'0T+NXM^CFYCHYB@E)=+0SMK8UJNGI8.`?I>4DR`='(J(B)N8E^'@WZ.@GI20CN3B MX5E(Z,C$Q(1@X,##,P+SLX-X^+B2,@'^_O[RLG)Q(/$$E'1QD7%U)/ M3QL7%_GX^/O[^_KZ^?CX]_3S\OW]_2DG)VEG9_KY^5E76/___R'Y!``````` M+`````">`;H!``?_@'^"@X2%AH>(B8J+C(V.CY"1DI.4E9:7F)F:FYR=GI^@ MH:*CI*6FIZBIJJNLK:ZOL+&RL[2UMK-W$A,[-S&W?P<`,BP`!A>_R+4-`B8Q MS@VV(186'0(CI0!.R8YW%#IC1PEGR$8)&@4,J1``*"V%!!!4L,@D$%'*"!0@9QJ/'#'&M`(<@` M/'"P!1USF(B"`Q-T0$,&<]`Q`Q\6D+#"&R^X44@)9$3ZQQEQK-&H!1.,`(<3 M+)Q`Q@Z$5"5(B!.`$>(/$[0AQ!\Z!(!``A"<@`$<70301@ISRL'H'U`00@9&"3!P2!,\"!$#3$(P$`>/01@PAHT'*9# M,U\P(,4*"]1`P!9_#"#6O24\09L$"<1PQP%7W-'"'J']48$+(B@-A1TCV*B( M"1TD`$,!-0SQ!P@]_-$%#\+](408?W0@AZ=_!"3(!B2O'% M'8@*(B\/#`SBA#F"V!%'`A59X,L'&OS!1P(!"!(0T$\VT,8U'(3^@)P'A/Z' M#6E,.0B);N.=!@U`I/W'!3D(]T`.#*@D>]\I).#[`0D($L`Z-"#Q1QL&=)G# M_Y,8V$A!"QKH\8<+T"P0^P$3)#Z%%,,!1"10P"!UZ&P)%!7\87=,@$+H2 M"`$)V!O$"EKPAS5,87_W*X0+GO```+Q!>AOP'0%<8``[5(`U:(#!'R2P!CO\ M@01B^$,&QO"`$*Q#`$UH0:0R$((3E$`"<"A!#`!(K3/D0`M*&\1X%'$'$PH" M"?:P7G&H(H@5D"`!2E`>[00!@`3,8/\+#'"`"H9R`(((@@1) M(`0>R(""NP@""B^201T"@@,Z)/(/$6C!+=.6`QH<`0"WQ)X$!N"[-/```$:X MY?@&`88<4.$(29/==OX0/RI$0`>^&$,$G_=$0="A9?Y[PA7:L(#60"`'%FB# MWA+XR@1@@`AE(`^.4)J==M:$-3*A`"T#G/0G0X00Z@$-K MNB"'%B2@"W\0@!-@P`("/"$`"9@`T-Y`!S@((@<."`,/+L!#IR5K&BAM@=L: M,+=HQ6F$9ZE`TP;S`C688'P*2,`!U$8"`/P@08.0VQ?O)D:N14`.K?E#%A(P M`"_`!DY>*$0#6A`!#J2A."3_N%L9CD"`"FS@`"$0)*(\P(`F<"`'_71"!N#X MAQ.H(`%#8$("6G"$.OT!!7980Q)N,+N,3B8!2\AE&A8%C",,8@QGY!<'3)`& M^>`-`%R``P:>J`5;"D(`F!S$`BJ@A30D`1K`2,`64.`[+O2@C8-8IB`0@`+6 M]E-VXXJ?$YR`35S2DW^#L,@IB*FB M`)\]<&4%\'C9T.UA`"2H0&LD0`,\F*`'6IO`&&)``3D)@`(@T,$'T("!C`KU M8VF;`!*HHC:3#@('$LBO?GT1P'@28+,P=9T:!@&`T#G)#A%(@@BK(`<4:(`! M.@BJ_Q=S1E2]L2$"#P#/(`3W`"D(X3,)*$,AQG"%V<(A!`',`6B=\,0*1!4, M$N@;7FZ@`R\````H.,&]G$`!4&$@#C](@!28H(X;Q$$0K9NO!EJWR5TE``B`U$^`#L3'A`/83Q`XD.X@S7"E93/B? M'3:P!E\0$$H"8"@!`!BB7!\S]`PM,:9K\_8%&/R%F#XF@AJ:9X`1`O!,( MQ/N'/`#`#Q(%@AK48(,'I$&C7L0#"C"P@.(@`<""&&(CIO]`@^+@ZF,_.$L! M'GUJ$=+@27;P@PC-0`)!*"$-A?[=A!WP:[+0('9>(,,-X7"%'4@A#5P(P@=X MD#P"!,%ZAP(#!LH-!@[L(0@UN,(:H'6%)'#!JQ.80!R:@*@I/#5G"<"*$R)` M`#EP"7L$8`(?Y``:P$8%$?[##\)P`'`2`7:#D`(*?#`# M*21`,&(L`8G^$`,>B$$/3$B#H&7W5`&<[0'D?H`8FC2!%2`A#V\(S1VN\`'. M&>"I,VB!$S@G!1K(YPX?R%\,K*`&'(P!F0@@`QGNU6<>-*%(&LA`"0J.!"6\ M(0P8F$('BD0!"N2Y2"C0@134!=-TP%TP`,F`"IU41LM0!LT`!1T`5=(!@R8(F:V`48P`6;^#"6.`,.H`3,]XF6B`$!T`4(,1G: M0`(,0`,:6`-& M,`17$`'.&`$,0`81$`#<%P'7\0=<,`04T%--,"U*)0,1@`%E,/\%.V!-5#`% M54`(#U`&*=`:*9`"`6`#&'!G@E`"8B`!#6`$^$@(=6``,5`"!)F7>KF7?-F7 M?OF7@!F8@CF8A%F8AGF8B)F8BKF8C-G_F([YF)`9F6)Y`'PAF99YF9B9F9JY MF9S9F9[YF:`9FJ(YFJ19FJ9YFJB9FJJYFJS9FJ[YFK`9F[(YF[19F[9YF[B9 MF[JYF[S9F[[YF\`9G,(YG,29FDT`1,49EP9PC`9GN(YGN19GN9YGNB9GNJYGNS9GN[YGO`9G_(YG_19 MG_9YG\3I*_BYG_S9G_[YGY#@`%W`!8]@`$FE!5W`H98(+H:@`&LF`RK`B8)@B4W``IJX!0-0`U[0 M!:-UH!W0!(VH_P/C\@=>0`$9H`&E8DDH%D810`%O<`5HL`%>T`(L$`9)D0%7 M@!PZ`0<,,`86D`;U80`#D`9D<'I/$`&"89@^L`84@&,9@`!M@P9SD`$,L")N M(`=K(`=6Y6`\P`(:T@(5,`=I\`0K,`4YL`9[P`-IT`9RD'<\D``)0`,\X`<% MH#Z$8`<8L`8\4`%[,'`\UP:&V@-&8`05D`!O4`%)D`!R4`'V,`(%L*D)4`'M MD0'.U@%[4`%J(`=:X`&6>@1Q@`(\D`/\B#"$T`46T`4O8`%AP'8E0`$GD`!Q M```$`*`$88`S?Y`&'-:N&:"R0(0$3Y`8;'"J?X`#`6!8 M@Q`_6V!$?T`'OJ,"RE5)A!4%"?`$8$NN_2,('@"T.L`7$;`=$&"H$&`:/,"P MA!`#":`ZA3`Z+_!%+Y``W<0"&@`'=J4S"5#_`Z.'-PF`JWE@6"Z0`$0IW^`!2V#6:K# M!`E[/T"3/7MCJ!J#+V(Q"!Z0`"DW!PG@-C+@-D;;`9(T`"GGM"EZM+ATJM>1 M>0&$M3T@`6TP"`^PN4<@(&&;!N^PJ;!D>0!6"0&*_+2"+A M>:J#`@+P!9&2N_B3_P`3[#>&R@:B8:@VTEZ>-`-'4!I&.P8A@`(E\'UID"?T M&CK90;D;8`(F-#H54`0M(`&[!`(5L`8)((2GE0`.LV:"<#H"8`8G(`>O!0"J M`G/))@*7E`!3$+_S6P8U>PCYRU^#<+5D$T`@L``)T`0^\*\$_"D&'$:/2PCS MVP%I8(C[DP`SQ0!S=9B;2@6?HC858`,YE0!7H`:QL[I/`+HK3`A48*CV,$U= MI+NYBS:EK%S8HU-R="4*D'*.:ZAE.UAZL<7/>@>.;*@Y8!2C8S5T`+K4(@2# M"\M&H`&&RLB%0"(4E0![$+5R-`4@4+Q"!`5BD*X\8`%T:Z@H<`\B6@AU7/\( MP=M-3@`"%-"W),`"\5/`$]9(][!X/F"R4Y`$BNQ-;R8[H`K)"2#).<-#%>`0 MP0NJ^D,`1Y`&73(9SCL(;I8#/Z`#VM``=4##I:PCAM._D6.HX68#"=`!8S!T M1CLC&O``.Y`$EP`0*L"]S("8I`"&1`.$"7%2.0"0*`_*9`#$;`!@\4H#N`% M2&"#:0O,G:0-*0`'::"Q`'AZH_WMRW_(4%&=`` M.O-43J``4K`'C[L#Z2S(ZWPMK"P(%W`$1W`!8Y`/,M`EFXLV9&`]?]``*328 MFQI5.>/!&9$',)"VF60T.?`A!LU(Y_JX+J`">C/_!BX`T2^7`#=`"%I,:OS[ M!G!RJFMFM"=P`&3@&QGAO*$,!]LQQ8(09'HCQ7_``$*0`A6`8'.`&GP<87:' M+'=0`73@O:>VP2.D*!3P!QJP`JAQ.H^(.8U2J-OQSK!#`&^0T0V)OU0M"&6P M`7>0U5_T0"$2M6$-<>N\+FF`G'\P!'(`!U*``2D@!6J0&)NK-XO&`[U6`<5F MUR%67#`YIH,^#8`*_W%R%:JA.>P_?QND" MD&&/VTKW<#QU<#J<`)CD-QF(`A6\@(D4*S4$`"MM$`\<"!'H`(/\#%3 MT/\"5S"X;U!C*L`M?[`%U3`".L#!3J`&`M#N[CX%Z.KN$E77>F`W'#R8-D`B M&7`H#(T"UV!'*1`$`,`"3G`&#Y0"9R`#$\`"AA$$73`OT#(!"%!S"9=PT80( M-C`!*&P(=?`#XYL%`@+R]P(&$W`O$E`X/D``=5`"&B^TWW<((D$`+_\'"R$% M%R\(.,!V+9FPP`R@.AD&(<`Y/C_T1%_T1E\(6G,(%_`9@W$(>/#8EXX$-0#U M1P0!B30$2!`I)G`#=F`'$``!NJ*>2,`!L_4%P^$$*K`%*C!;)#!;'S`$;5\& M91``%.`$7B``>?#&(E"9'C"D$8#>(Q`!(]`'C@H`9-#_`QP@`^FHTL[H!1%` M`E$0`WTP!B_@C'W#!BL0`17`G(.@!#I&")2H`6[4VQY0`FU`6F0``W.`!C'Q M!&&P`??#!_\T?9$S&]\T%0+P!`R0`QK0`"X@Z$*8GDC0!$[8!IR3`P#C8@!W(@`!(0!H>:!R4P M``>;`A,EUSA@S#SPK&!>`5F@\X-@!@L\"/FT`/D%"")[*G]&:PD4$C9D4'42 M"0DZ?V`,*U5_!@D60A(N-!5#`6D)`W]_6R@UIJNLK:ZOL+&RL[2UMK>XN;J[ MO+V^OZXP<`F$,3VF``DP?R%"_T\^!$<)&'\FD$6%:3&L$FV(?U(64Z86"5ZF M."T)3G\2=`G;3I!N?QP)<'][>M:0)3+Q)4 M*$`C0"P`:A+TJ&,J@DY6)8(H9/BC`@$I"A5`HA(!IPI()EBY8%MC5)<5:F(J M7LRXL>/'+^-,60$)@X:<,#8D884D08XB"BK`:8'CS;96!'0DF!)'@JDM">BP M,44$++/RQD`H4/!=#`W^L M\<<,"B;0Q!\9),`#6Z\0L,#&7]@,,QZ?YRATPU?82&$*5/H MEYA>"?`!2PFC'/='"I!\8_$4HPY0JQ_ M3/$$*:U(4($J?]#PC0FCF/6'H7]ZR-`?"!!@@5E:FI)?L=*\`-0?7B!5Z*&K M)"-;I-QVZRUY#9!!!8-D/-?`K#K$$(,':4A9!J8*1>1*'7TFP`*)IF!!D0H! M4(;3'R(,LP475DC#@0#348$$K`F0H(0I+O#0PC@NG)J```T@H08=&0A`T1D- M>#$,#P(82@<"5R20`1*FS$&!*03`FH,'/!SQ@2D/6,P#`#G!\^W/0`?MDC0T M`;8$& M-L``0@06=&T%!VADI`0-4XB``J,.J&`!"2`0D4<#.@P@A`(,H!$`$T3`4(`' M+/_A0]=_/"`$!XJ?]L<="!QP@`UY_@$$"'`P*O3HI)=>BQ$2?`&@'8&!X4/D M$DC`ZRH/-/Y'#6+4,BTK#[AF^BT![//[\,07;WRD`31AQ_',-^_\\]!'+_WT MU%=O_?789Z_]]MS;2(#F!PPPA0\@''"&*3]`H0`11YH2LA`'(."%=[H$P``4 MI7:O__[22Q%'&FE8`PLDH`8>X$00'%"#'`@AD!'P(`UM\`*`J`&.&`!"2>@`0]R<,,$=-`)4GD`188B!,O-!8BF4,(3 M^*"&%CP@+&E0QS/^@((TE"$)4_Q#$Q(0L/D(134).%\8)TG)7MA#`?*80B86 M$``4M/&-GOQ#`!B6`!FT0HBLT$$;/N`!4@P@5F+0`1TD,)`K`"P!';'`$WZ` MAG:I<`,@Z,($*TG,8LIB`@S8@J^FL`/5[,%5K,"A!Y^3A0DXP`O_H^C`[(P% MQ`,P810]6,`"/O!*"WAHEJ_\DPHG0`"*B).3*E2`,>=)SU>4@`Q)8,,Z8E`& M!<$!"-%T(V^D(@!SM@,.(#%A`H!(`@KD@`=KD`8`P%02]N#!&'(@!)22B:18)29LTM"#6)4A M5FN0ERFX`%,`AD$5"'A#@MJPAH>YCR*B`6`"Y&""!Z"4!R(@@`9H8`$0G&`- M9/C#!Y[P!`W!0`I*6$$2*A``756@`GC)_ZIDP2@%$`@!#!.00@DF@```T`,U M$PCMM.IP`2E,@9VML(&KB!#:"YT(VN=*=+W>I:][K8S:YVM\O=[GKWN^`- MKWC'2][RFO>\Z$VO>M?+WO:Z][WPC:]\YTO?^MKWOOC-KW[WR]_^^O>_``ZP M@`=,X`(;^,`(3K""%\S@!COXP=>M0PQ`4`2>[D(%'<`7A/>KA3DF0`TW6X41 M7C#,/WB`#`#2`KXJ8($RF`(#)=ZP?&N@M,RXZ`>K$,D+6D&#-!3K!&HH@)YR M\(([2`%7!(`!&?]\FR@LR#B]-TT"`"1P!P$DH`6^>T,.6@`C4Z1A#./XPQ$8 M,(4CPT$-0PC".OY@@R18P#5U<$*8';B[)Y,W0DQVRPD8!8D$^`X<:8#!.$K0 M@B>(H`Y]EL$$$K"%/RSZ-G\PBFSJT`,XE,#.Y45"&MC(&0NJ(!-.R`$'#@*) MC3X:!A>=%0.2D08<7``2-,`#"RSH@DR<`]/DY0(B"+"-/!S`!S](`QWDX83F MX"4&Q!5+$<$VDX`!^^\,P9FFL,`PC*+%*P`&0DX"N^<`! M/1J%5IC0AC\9(1)R:$.,58YK0*LH`UQ"]X4$8,6#"$R@RSF2```8<`,%4.`,86D:[<$C]R4,P`-I83@` M-]`$\>>""1",(0;JD@4"``#B=@5C,`QI M\`0+P`=(-WZ/(082H`(1@`:WTF=P0`=T$`%E!H"[,!!78PJ+I`;#%Q-W$`5O M0`>C``E/H`8,<`574$0RB`"Q(P$1D`)1$'8U6(,!8`82L`.Q@P!K(X-]L0%H M8`%S)&QTD`0H4$0&P'H0"`L8``"6=W^ZX`!*T``S<`!=T!=KQ'`ZT$1>(#LP M449.9@J>P@3C80(IX/\%*!`A6Q>'#I`$ MRV`*[V90K5A,KV@*$Y`&C?8%*L`")5`'65``$F!J0O8'2-`%4'@C#)`&`')1 M3^"!P_A%KR@&)1`6`7`!3X`"'6`!+K"`%I`&=;``SQ$I(N`B0_`'6:`@<_>- M8/2*HP`'_"$`:J`A"6`&#*`#.&``=J``!A$I2W`KY^`"MY*/^NA"KV@$,5#_ M`GKP!SK``*TU!`P0C]^B!Q_P#EV@*CXSD9/TBKIE"E>P!B1B`RKPD4+S%XQV M*_6(DF'TBM!D"IOD!'0P``RP!M/R`K9$>"^P@H&%DV`T`CD`!SEP57]@!ZT$ M!Q3@`Q3Q'L,"DMV2`@(P`"6HE/MS`0=0`U+@AZ:`!*I@!S4P!*_S!UH(EG!I M"B4@!D.@+G9YEW@I`>JB"#&0`D6``38@!`:0!1@@`1^5!2EP9S.^9S0&9W2.9W469W1.0(5T!'1%0-$V)W>^9W@V9TT0`8ZH`-J8)XT MP%?EN09KD$9JD`3G^08MT`-1EP-O\`1RD`1TH`-O<`)MT`9/T`+_V08M(*`! M&G(UTP)O8`%R$*`%^@02`Z"$%:`92`=G\@0:>`1HT@8:2@<52@<8JH$B&J(: MR`.$):(HJH%[L`!/T`'OM`!D0`8O.J,T6J,V>J,XFJ,ZBJ,;8*/5P0"V"*3B M]*,HP`!S<`5SP`%A4`E85QUAL)#0504_.J546J56>J75P0)>```88`5"X`(. MH`4AD`(?4`(UL`1:@`56`/\!12`!))(%0V!#!$``)2`%JD@`6-``J/@*$C!; M6@`!;OD'%^`*T7>32V`*-PDS(_('>*`*3!:70','(H`!0)`%(B``&'`'BI$' M`C`&`+"2CG$'&8`!!M!HK&`$8Z!A*Q$#7P*I.%("```'+S`!LS("V.<2'3`6 MOB*1,4$`!^K,`&)[`--0`':V('6G`&!Z"I>20`(,`H#6`%S&@`+/`Z!>`% M45"7S@<"(6"6K=`%.[8*#F```*`#!T*M1C`$$L!WLT!4KH!2CYJLXY%P?M`` M3W#_"2-0:#GP`2M0-4=`!D_`0'%@`1U``]/2%"T0"SK`'Z90!HSR`TDP!B=0 M4W_``DFP`'*P%!C@*QSP#BP`!CRP`.EI`3C0`%?P!B,[J*_0!8>(+$E`!FE0 M`EJP`!9P`F.7!%)#"V;2"A>@&K8#L>1!!TN@`S^``JZQ`E+`'#`!`TP!6V`!1+P!+?&%!O0(&E0`WB@`&G0K"-0!G@["Y[1"IF0 M`*_U!S*@B5X+&72``130`3W@&FUK&"6@!DPP`3HP!9)@_T%R9:I_8(FNH+8%!8L8+_RA1%*0#3Z`1RT`\2D`-W M4`%0X`1`,@M/EP!F*0,NHJY_<+.O"QYT4`!NX"MZN08#<`-C8`8-T`$`,`%H MX`3F)!I<<&DN8`HS4`';ZPHK<`*#^@CJD@!%L"8-\#T)H%O5:PHY$!RKH'LP ML)`B8`$`@@/+P[UM(35.D`8D(L'FZP0F(@L$@`>OR`-_YD,=@!VKD`!).;^. M\4U7,`%)$HUR$`$.10,*``-QTP$OT`9L(`1R$`<14)ZF@`"0$'VMX`.`U07X MU`"B>@09$`8M\`-Y,+(J\`(M0/\`#<`":1"#5@(&%K("8?`R6:`&'3!Z%H"L MK"`#/1"&4RP#-A`!/3"())`?*O`&<5"0G0,+/9`!'[!&849Y.L"\.[P;NF`$ M6L`&I^?#MC`%U6$`#S`&EX`69.`$*)`">Z4".K`"5\`?!M`!!K`Q#_;2M@!?M,8'EP1+_E!@]T9:L+'A9`5$'``3F`$NLX!1OPBXX&";PL M'$[@*6L`.1#&!:7[6P+]'6LPR7\``6X4,]?&`YP8&BXB+*R`!QC0`<,``P=P MT?P<"T@0FS8P`$2PR4(@`M3<"F#@!!X0!TC;"W7P`TZ``.7H!(=3`%.0!0@@ M`P:@`&6@`-O4"C4@`7H,"T)0!@.``5S06*8@!5[@K;-`&5^!!T[K*3QR4JL0 M!UT`N6E@0!'``0N@>'!``V#7U+^``0"4`SEP!,TB!0^$+WD``A/D`G30`BB@ ML+IP!QP`!VO$`%S`B#1P2#F`!C;;`HN8`=[H`1#:EJ\0`;S7_P)PX`%MH!PZ M(`=VAPL=\`0A=@`DD`1;\`!Y``,.O01O,`5U4`0R``(5`",R4`-H+.110.&VX!:`^@K5!@`" MD`:C1N*-8;XB=@`:(+,/$#":8SM.(/\O'K``!$C!IN`%="`"LA`%:0`'&]`U MXUP'-+!1?\``2<`=###BID`$!3T"3:`"`"@`9,(H10$`8<`#29`!4EX+0'G3 M@GH"F,OG,.`I(>8(N0,+=Y`%/S`"Y1+H;1`` MXX&L]`#G((&1^#! MK0`".I`',2`$"5``5P`%)G`!/>KLIH-9:T`"-K`\]KT%')!907($M&I+03`! M&J`&H84E"#__`2C`0&Z![*L0`VE@`!,PNZM`$\)*!%O@\)_U"B\`!P,0!W!P M!6\]"4<0Q!<%`17`!UE``"20`6?([T(S$)!P!*I@*'*%*#'`B!U`#5#0E)A] MX3&@`9LV`KPU`&G0;;"`!)B=!B?0JH+5`OA"5)C]L*M@`F&0`QWP>/#+"A-` M`SF@)E&`V0.#V3&.\T&#.CA`*&*P`ZCX9PXP>04'!M_]!WO_"EWM]H`?^((_ M^(1?^(9_^(B?^(J_^-]1!&I3TXQ_71>8`+K-$@W0]Y$_27B0!'`@`$FRSBVA M`SQ`O)G//V[P$!J@`!,`OU7@1GDP!+_]$IG`0*6?05_%<)`#Y`E<_P)PH)TN M<90:7?O<4@ M8(<#%3H$?S\)9(8)%J6*.@E9M[R]OK_`P<+#Q(H("0>%`;6W0LB(/R@>A2H) M"H4'"1O`+@D=Q>#AXN/DY>4*"4&&/6E(I5T)4X@C;85Y/0F&@B:_-T>#Y@(* M'$BPX+`@"QBH.[2"SB$9:6*4*I$@@0%#!O]TR,"6IEXA%&D2!5#A(-.!)`DR M&%S)LJ7+EQ,JPEAR:$-(0QL22%PDY0.,-7QL/#*0(PT'"4)RH#!D(XU*6#PF M()*00,[313,0\!F@"E$!.'!4O!Q+MJS97Q..M$FPX-"(FX4LP&F`2$L$-G\F MP'%*(=FC+##2R$E3`8$A$`D`_,%#9LT?,3;R%#*20(`<1A-0,J`C`9&/%FD4 MGQU-NK2D(2Y+,&"@(@T10UO@:DDS(M&`!&,6*P"M08HD!3`JAC;PX+;B%0E$ MV"&1XT6A!G`"T&!$X9.")SX.&:A(XI7I[^!-NX#A\4^1$V/&T!C#(F`>"Q72 MG-`'EP\<$0!(K$K_,-]0`RIB1=+$$TP(<`4=52$``PQ_T,&`&TMXT]D=)S!` M05N+%&!!`K0=@E@"180GXHAEU:""0X78X0,<+-`(4`$)(#"Z3A MPAMDA&!8(26Q,C00549@)!!&D(\D08)&*2A M`@-IE%#(&3`*`##QRFD<`1<+17C5TG"/4'"A65 M8`<3-!A6`@T&J""!`%H@X:KQQI.\H,,4)\"``V@ZL$O$`VLP\$,2R?Z1`PU"D)"`'P]8 MX(0S(7A0U1.\)B`5,",D\$*%-"0``RD/\&`!40F$\<<%;^`3@!'@3A>#!$RDT8`#Q#P0`IU M!,-%13I0F4!M?VB1`!MMH)2`$()DD``)03-S=1DQQ/`$#X@X0.X($P1/PPD5 MP3$%P0^\("X,2%3'844]C(%V`BOX\$`,BQX"Q@)-ZB$"]8&''[X):YQ`P^$8 MIL&$$[;\@28B.?!NB``MT&D'*6G\7,P+$O,3&#\VZ%0:,/"A)\#!`62;V9*R M@`0=K`$"_,N2(28`*R;!00UA0$#&#.&;/SC@"GN)0]$X5(&*+6(%:2C='\#` M@"-82GPPQ)4:MO"'"*"O$&GXP0!RD`P01`XN?TA!`F0@!BX\X0_Y>XX$Y!2, M`":@,ZK+@!3RP(`%!.#_#W?8@I_$8@04H*``-K``(4*P-Z-A81$(0,``SO`U M2.0A7W_(@@)>N(CKG`!)?X@!'*`0PS[:2@=AZ$(2>$"!%:B!``Y(PQ2JD(,V M."$PUV#47N#X*`ND@0QJ&`&GMD`7`=!A(\%P`[BR8X?J."T1/N!*(AQ`L#H( MP0E.8*(Y;I`&'HC&$!W@HQ]W.2(66(`&&9`#`MKPA!'0``XM0,`'=&`!#K0@ MDB8X7PMT(*FXP:`%?M-!!3H@#S/`07_`@(`5#E%($G4-!CLI1(2ZP,MVBBAT MJJ@#G?[0@'FFR)Z+P:(B[E"(KOC'G9E@`EL,(0$^)"$,H0.H0A?Z"`+D[J$0 M_XVH1"=*T8I:-'=:*,`2C""$`@S@HR`-J4A'2M*2FC0*%>E`!,*0`V],P:0P MC>E'01"!*91A6`/@``4BP-.>^O2G0`VJ4(=*U*(:]:A('6H/&&H.#5C@J5"- M:E29:0&J2I6JS.Q`^6AP/AHXD`9JT(%7=1#6JI[@!&I00P=ZH`,=/$$'&EA` M"RJPFBHN("$H0$-=&?"&,21D-7_M@%_M2M<>[-6P=:7!7E?S!CKD8+%[3=EB MZ0K9RM:5LAU8#64U:]G.>O:SG0W#"E;S`M":MK2+C0`'PL"`"#!@!'5]P0LR M<(75D"`#+Z@M"7BZ@=*N8+=,+8<2F$#QB``O)M<$-)%`$"+RB`-1%31X)(A%#!?>]\(VO?.=+ M7T28H`A?^,,2(``!1_VB!OSUCA(&@$=(9$&7D@#P%-SA!#\(H+X0CK!;#"B! M%22A`W3YA1#PH2GH+&P21\C!)"Z@,!H\(05;:(/?),QB^HI!>5!``@M>4X@' M'&"#D/A``?R5B#K,9A9-2`"-#'&`G<0`"!(APBM,<(,.7.$0#P@"/Q:1E@N8 M0`TTTH%8,FP($_"S$"6)014,00`3+*3%:-Y8$F1``RDXH3-#X,#>%B"$,%@@ M!QQ(PE+^((0WM"$'WHG2$Q?_@0$TJ$$&:J@`C1P``PO(00T-H"4<^/`&B4E@ M0PE`<`U:D(,CK(#*<.`'PTZP`37`80Z%(,(:I0,Y\(`# M9TAGFG=-H@@,@`)><$*(0)"&%!`@#3.(0AM*``>B0.`/;6!G%W+SAU,D8,J) M2($%(M`&'2R`1LLP@A;:P(1">"$-#,#"+2NPYS]4H`=@R,(S%+&'!*S!2W]@ MP!RD@(%!N_8/45@`&&RD`#=0H`UU<`*\*6,#'//ZX:;Q-0;@T`0OE0`$ALN' M$Q8P@5;3`0)1:H$%VG`92!!`#=D(P+?S2($.)$%]A?@W(BJ`X'F_@-J(*#,6 M1@"'_P+DVV\(ZTP%E+8A&NGH#TYHP1T,D#@DY`/B4`@N2'2 M0(AUX?P0(:#V"FC8VCP.FJY.L`$"^)&&,[+O#S6HJ@6N$O7*FP4(<^C!`5S0 M@@>W``8'J`X(/'`"(,#A`SF0Q\OX`(4DU$K>"<`;(AX0@!Q0``E!4,,5LG`$ M,AS`)D[@@@\6`/I:/8`)!_#JB`.##00!8")80[ M;.`-4(!"!T:`A,4%@0(M2(8:UK`"%?C%\O!_20">4($3!/]A"Z`@8QI>((`O!'`"& M=JA0S,8D"4`'7W,%.F$(0_"&="`NS[8):>!S?Y!`'/`/?R(<";`%[G6'DE@B M%/`($I`#6?`"'?`#3\!C&B`'7);_1(80!`?P<8[0!X_P`4)C#VD0`GEP!VD@ M`0\``+90!$?P8).8BR-"%36`)0UP!#[0!`R``M]0"`%S`L7X!Q)@BH7@`Z15 M,4F1C(LP!E/P!#A0"`OP9`?`)DC7/F1P2[H8CJ51!U>$)7\`0$Z0`>WS!S*0 M`"HP`-*GC,P8`Z16!!8023IS1(Q0`SE0`DM3"$[`=@K0/DY`!S^P`4=03>*X MD*5ACH?P>*:0`%A8",M8B,,T`@#0`5WW!TB@=8V0`CD``#VP9P2P!PIP!7"# M='+@!Q0``@3#D#!Y%@YI"!!9;3XS%19>($%(-PL4&0_W,B8$4)&^H0!P``#W$@%!"0%[R`A+ M``<#(`8WT`)4\`H?``D*1`%P%%%X"]2$``?(`88<`/\U`!9<``9Y@(N0`0XP`6240=&4`1U M:03J]2\-X#DUD`9W8F9W:N9W< MV9W>^9W@&9[B.9[D69[F>9[HF9[JN9[LV9[N^9[P&9_R.9_T6?^?]GF?^)F? M^KF?_-F?_OF?D/`#NB8!X"0,2%!=.T$`4W"-AH`#9U8(=X`!!W``1C"A_/`# M96`(2+`!*(`D/A`!/^`(2!"B`!I?.:`NAS`#>\,P?R`S*T8,U9``2Y$'22`' M75D(=Q(K#[@A>UD1?@,N.]`F:8`"=-`"0H$/B,@(9U`D)0I?:`T3``'"H`E,T"9^G$(,-`!0( M+=5!32`18E``1>`=7)"8A<`%!A`# MCN("0>H(>J`"26``WF$!#U8#'5`!<4#_8QR@!HC``#10`@_P`4:0!SWQ!P5` M*!_%A`-0?D*``0-`"HE@`'=B!D`2`@/@`3&@`!0P`4/``K[V``U0!A\0!12@ M!%Q``@6@!S+@!.Z`!;NBD'5Z%E4@!_SCEZ%``SU@2Y@`=M0!RA@`49@"`P`2@+;`T3P M`_50`&K@$".0"ZOQ+0SP`6FP`&LAC<^Q`-?2!NYP`>QR!0TPE%@0`3#``'+` M!DX@)63``QJ``SWP!GEP#`70`)F%!CQP`=L#6%%P%CX"AQD`02 M6`%",#?[IJ#VA@7<4@E>!'G@(BXK!@8H0"JC2@,[D`4H,@%J>Q,.&:=.``=U M^0>8Z98)H`%=X0%T(&]9V08#$#Q$4`<)`)H_$`=_(`"$FP`I@`(G$#P3X(2+ MZQ(#H`9HD`3"2RHBP`/>,:4G\!27VP-TD02=^0!P:V`!$N$"A4"[-6*[Z0,*3G`$SQD#;7``-2`%Q/8C7J<&SBL! M;;`+!,`!-3`[?V``2?"\T2L!*O`$`)P%6Y.]+O$`&R!]WM<"#Q!`8I$"Q>8! M3S`#8H`&GQ8!9OH''!`:+O`"7H`"-^``=)`!&:`$-=`#?B,#8;B/`^`Y#)"2 M?\`$:U8('J`!12`!8>"3A4"J=2G`!6.[:I`"13!`2,<#=8`;?\`"WY`%<(``Q`S!#*< M`QO`8X.\$MK"4Q+!!3T5`';@`1&`!1SP&ED0`3*``51@!!&0`1Q`)P2P!1$@ M$3+`4QNA`#R5H1O<'HY@!P'``%/@7TTPT(:P7_P%`6M:"#=PT4Q$`/SE`TAP MT72R!%J`!Q#@`A?`7^GD`OS%1$O@`TI`$WET1F0&`8D<`S>`!SC@`!)A`DM@ M!P!<"#$@R.EV)C$=8`7B M0M1C?9T8L"$_@P-#U`1M\`IP\'80``*G1`UI@`#CI0-*L`.#UM?D`-%D`=J$+"HC0`3"P<9X`9@<`4G4`%OH``KH@8Y M4FZSO9`F\(=_8`$,DF\EQP@R(`=W@B(($P!WH'E_D`U38`5P0``$@`8Y,/]P M;%$!NWO=DU@'M;W=8\H`Z[@(3)`&`E``.7"-"".A<'',#6'-KP,`+4!)]AV. M^*TN'L"DI.H(`B!D010Z07<`:0!'?```1"K4"ZX#-OO@"RF*-B`'!&`%1T`% MCL`&FW,(06<"+4!#2-`!+/#?4G`'`I`#8C"$=&KBN;@,`.`;#L`#^C8EC/`! M2\(`[Q@`C&@`[7A!FE0!,<@!6?P!!\09'CC!@E``5K@<,3> M$E]0%>IR`+A8A7+R`&*`!'J0.V*P\--.D6+U"C_@&/Y!!/ZE!PU0A5=3;KD3 MMX8``7!P!"2J)*$@!XKA`&+$"`2P;85P#*CA!=,!`*@&!LHM`4*AO`%+`!6P M`6+][V,Q`&Z5`*A!\'\P_P2R(P=:0`*@,005,0<^4!&*'IHH@`?Q,C^YT'4. MP-];D``:4FX5L0V)``'#*`<`;`9,^@=;[P)D4,*+@`(K%@$HLD.))!J6;`\R MX!Q?`@=L@`((X%\^_Q)HH@#[E]X/AKD2X"+(`;E&G-Q?Y2B M2/\VA:`%5G`Z+G,12.!5O0_X*%)U)``(`DAM(!(Q7"9`%E`+*VE$.G^2DY(B M%I0+')(2"001=)(Q%CIP092G$`R2(6DT&Z<)&*>S8BT1DF5P!'\AH#I\DCD] ME`P9?SDODA'#L\W.S]#1TM/4U=;7V-G:V]S=WL\#H'\7*`D"?PL:8G]D(7\( M/#I*:F13S@*7DRM/,W]4"G!9. MH"0H,PF,EQ-._S1`$6:2"0`)2"B!9B!!#UE_,L#ITN*'I"S+FSYYTLX%@X,>E`A3\[-ECH8&12#A-_B'1P9J&V!2:3 M7'2P,$8,)!IKP%RI8*&$!0T=/K2!,:E,;1JE)_XYT"&"&BK0!$2(P!%E$S19 M)OG0L"&&O^T`KDH"LUW(Y_?PX\N?OY,`CC\U*`%UMA^_SK$NT"?@@`06:."! M"#;C`0L)-NC@@Q!&*.&$%%9HX8489JCAAAQVZ.&'((8HXHB23`"`$P!,$!L` M+#I`"8I39('0+`6<0^*-..8X_R$6?"3@00GCC)#$!+M(HL,)4T20P$JSL&"! M'3I&*>64]'%BGB2FP<*D#@C,>=U)R)99J3S)%`&BJX,0L!/0R001NMX:GHHGCJ.1V?DT0A1P(\+''* M`'65``=;C';JZ92.9DE):S%DD(9TDJ#`0P\]/,',I[#&&B(G;X)``DI#2#+; M'V"L01H8L&FA1@`22#!%`O;@!Z2LS#9+(1XT6+!+$"T$\(<()#&EP`,$)"'# M'QK`\0<`TI5P`@W]G!"'L^RVVV"O"<1[!4-1I&%M!6_$N^X?7O"`P!MR,`BN M'$EH@/^.P>XFK+"`#DB0Q\(01RSQQ!17;/'%&&>L\<8<=^SQQR"'+/+())=L M\LDHIZSRRBRW[/++,,L0` MY8$UE+"T,P1884`)=3!4TQ"W3E*``3'H<4H)-M@XM$TB,&#VV<9(,\`"XKXW M0K;=-&!!$G2,@`T96."DQ9$YO,'?%G#00`8/.;A3$QD)6#')#SPDD/?^X,#N#`[E%Q`"A-PT0#VX(3P4*(+"3!#&,A@@PF8 M8A),2`!1)F$#YV$```BXR@^R\`$6%$D(`.C"+H2`@`E$X0\GE,%5H+<427@D M`3/Z@PYZ<+T``(`%+DJ!"'S0!1%\:5?#1&>0$%"<@*R`,0`*@2$`!"GR7N-";3AHH-XD;M,$+ M1GA#!F0`J3_@@0';G40'1J!;*H3@`Q@00P(:?(#26:`,3@B`$RZ@@C15005O MH,%'5$N)"`B@!&_8``C\-ML_L,$".8B*;B&`X3\4H`/8D%3#P)!!<"?P^V!H#T$`$ M.'"%!*0`/ZJ!PA$0``0X)'@Z-K"`W4(,_P0:!%`%[F0M81MXP5%2X@0TI@,( MVFJ$'4_'QYSZ`1:@D*8-K.$`R_@#]'8@O7.,(`-ULW9`$!>#E#UON,K+S M8`N0P.$*:W!/!>(@J"R8Z-+2I4$=BYN`?D`5C)+`,Q[T3`0.P"$*>7#!8B2! M@",8H0!IT(-V)_#H:$(`CR60``UT.VDY[(\'=KB/)-7:CQD)+31!#\*R70U6@`(QY#H`?II"$7*`D`R, M@1,_,``D-0`!)P%4,@`07@>G9A`RJ0BVTA M`3Y`<\7B!CX@`:WQ`$8`&P10`#N0*%S@-!)0_PM40(/D(O?&`-@(`$/4`,Q@$M#(`5@@`$343_^$31ZH'.>837?4%WT MP0$G\&HU<`):)2OMQ`!=H`)MP"G8DS$E^"=IH`'L(RLE\`*-DP1.H%$-B3$W M<`90@`$!U"PW,`'YLY$F>9(HF9(JN9(LV9(N^9(P&9,R.9,T*3(%T(TUF9,Z MN9,\V9,^^9-`&91".91$691&>91(63,7D`=(H)&2$`0"H(_=P`&/\PU(<``' M,)$&4)5(8``#T`^SX``>@``]A`.B2`22X`!1``5!=`I!4`B00P$:(`/B$S9J M8%!8(@,)E)04HA&"%/\ORT8)!9`OB=(-/=9@WR`!@)0`%H"607`$"4!``E7EAIP!L8#4),3$!9,!]$)`&4'`L!J46 M;6"/?"DA"M!@QP(_(T!BE)`%=""5W'``#^,-=A`!5W`'?4%<``1>DE`!'/`` M#M!YIW!Y?U`$&I`&^2$1#&`W#X`&+>`,::`BDN":?^`!I1,!<(`082(` M=+"7M1DA,]`:%M8E#8`%=F``3F``5\$))Z$%3N`$8&D%`6I!`=`$'K`7,9!Y M"N`$*E(#`<`1)A`"8:``#2`%".`""H`!%^`$'_0,#3`"HO=AHR:936!!:W#_ M:J>@7D`10A1P+`,0``V$`$\@GN3Y!S2@!A^PFK"S5M1G0>X)G_$I(6:0`+?V M!P'``Y^P`GD@`4=```V@`0PP=D3@I`Q``WO@`P4`!QZ1!%+`!A2(>SQ@+'#0 M8(387"0@`GT#!RC03JI4#3I@+9+`G*<@![L'.0!P8G0B!J23!$S@>BC@89`%B@VGD26W?M062$`:J MP"),D`-F,`$*8`!U4`$C=`UL\`27&:S_M3TC%2_YH"NWT!=&P'F"6@0MD&`- M<(/Q0IZ\,PED``5:0`,V!0(Y4`0B,$C6)0`(RX01MX(LLZR`ND/\#@]L@/^`G:@!3!^"`(9`',+8!=M`$\9(!#X`' M:W"^^D-99[$.%I``@+0!>(`7"5`()_`G0L!-";!K"4"\_*&Q\9(,?P!(:>!A M`IP`'>"/DH!;"=`&[O$',2!,"0`=&["8"2`'8#D)?=$#1\!6U3E1%RL)+-`X MZ(M;I)T'A]G[("6``S8@`44#!A-@-41`!)\C`=$U"4%P'Y)``)8X:BZ41KN0 MP]%*K6YP14_I(BO,DA8@J$L GRAPHIC 48 m62094tom6209436.gif GRAPHIC begin 644 m62094tom6209436.gif M1TE&.#EAF@&6`>8``)&-BK6SLO+Q\<'`P.?EXTQ*2F5B8E5145E55)F6E&UK M:W;JXMT`]/,K)R!H7%\/`OM74U)62D86"@>SKZM#.S3`M+)N8EX."@NCF MY='/SH2`?M;4T\K(QB@E)>'@WXJ(B)>4D^CHYMK8UK.PKZ*@GR`='>WLZ^3B MX:NGI5E8>$@D-`/X:%A3,P+^_O[SLX-X^,BB,@'Q(/$%)/3QH7 M%RLH)_GX^/O[^_KZ^?CX]_'P[_W]_?/S\BDG)VEG9P<%!O___R'Y!``````` M+`````":`98!``?_@'^"@X2%AH>(B8J+C(V.CY"1DI.4E7\I#@X(EIR=GI^@ MH:*CI*6FIZB'7!`0)*FOL+&RL[2UMK=_50E/#;B^O\#!PL/$Q<;'R,G*R\S- MSL_0T=+3U-76U]C9VMOKK[.WN[_#Q\O/T]?;W^/GX M,@YFV&M%`A9I`HR!@1@7-,C`H^\/'H8-B>7P`Z&&H#PA5B005$B&@4$*#-0)4(``3$)S_)2X M0#'%GP8%KA0@\2)!RS\L6RHX2DA!@RH*DOPQ8G/K'R9UJABJP0?"G*00_R*@ MXO"@&@XS)5!4V"B,B9P%!Z;28^''3P]!$PJW$/1C3@80?EQ8_S\ M\/!VSI0W?RRXL%%Y!(8R<=YZ(%"(P`6U'6*X<(5C21P19?R4V9#CI"`.?B($ M&>$GP!\$?N:P^K"B\X<2G=^R?H$!YHXY6U!X#O!A#@L*<[*T&/+`C1.>@S:4 M":%`B!L_-)S(=_)3PGSY8@+(WR+CSXL6\IW1P@I?A'!`(0VP(L$@>=1P!!@J M,/%'$!^4M)%5+3&P1PXCM)1'24?94=(+6N%@AQ5'71&%)"]<4`88)?AQX"=U MX('#'PGP%9,=7C!02!4WMC$("86-,$49,"3"0/]8O9!S``0]N%!"$']TX((? M+#P5@1\2).;`'R2P80`$?E3PQQAS`+"`'SD\Z0<&#OBQ10I#Z*"!'U-`$:,9 M1@SR`@7!"0)9*QVP,<<7?IB!P1!^9#!($7Z<=Z5Q3;R)1`BGN3#"E7ZH4,84 M@/[P1QQ^F/`'I*3Z$8<.(?@1@APNZ+""JC:H^H4@,$"PP`V"X.%!!J3J4`8$ M73!PY0*UO@%H"2Y`P`43G$9&)D46#4)$800),NNT+AA0*02QF@!`884-806Y MAXX$(<<4!@@!D+]")"'":$$,<7:"RH0;--P+') M'W:X44(>`21:[PZB"M*`$ZDF)$430,_8#6%U9#!%'A-.X<>7'9#:I1\4D+%` M%W^T4!@''%0PP9H3_/%#H@R@$`$3"Z;AZA\"P.'"88(40.8<.JO@!Q=_%##' M"2X0)$`9%#SJAP48^*%#O97N(`0)`L>!@P0M]#F'`WI,8,N5FH`#<$Q`$<8$GRA@Z]+'!'% M_Q0%+!'9'O;B^45E2H``P0>DLM8J&$OHP#$*?@R@B,!^`%''%R"HW0;J`"@$ M*$`Y3,@-#?X@@S+HSP>5*<`?E%88-KA`:7%(T@+BD`/SD0$.?DB?#@+@`+H) M8@$)XU_7'`"!BOWA7'QPP!1LD`,/0,`!=(B#`+IQA:1XP`-^&((&$I,%&B"! M#1$HP]-LP*@P_$%,.IA"!#;0`?QUC0$TZ-OOG&:"L_UA3741!`4^H!X-_"$Q M'RB#&F)``$1EBV]^(U,<3B"(2MD0!54K3,($\;A!Y,`&O^,5'SV@A?2I(48* M<-<(!*$;_:W.$"RL`!_\L,.DX.5+%+#!C2H5@1"X@?\A"O`#&PRQ!1MT@#(_ M@=0*!*$!7E6J!JBKRP(6(`('$.$/%(A#2,Y@!TB5P8QQ2L,?Y`"'D#BE`H4) M0!=*<`\`DQ``Q#Y`PWB\(9)9D$0<0)`E5#@@GKA@%<.<,$? M>L"V;21`!2YXPP`&H+$[4SB^6X99_Z,(%E5:!!G0A#B^`C!\4X$9!P%$0D,H`O.@@ ML4H-X`URN4,.AJ`K/GZ)@4K_(],6!L&'*=`Q!&5H0AI>LX,I*$$0OW.D'^2@ MHSW4(4Y*`TWM('`!%$"3`B5H*@22$`(:@%(IA1##$B"``E)=X%3-$T0<7`"" M2N4P#;U80`E>YP%<0N`+2>G!$"X0ART<(*%RX4)DX",$&Z1!!WSX@`ND<,99 M$@()LYQE?"3VASL$`(1SZ,_CM#D&AW"A#%5PPF_9<`('UF$.-%C"87'E`C/B MH)@G=`$,*#*9-?P!7FI@E`(&@;TM..$`O8@`&Z:`@@1L#0Z">,,0NC`&PDZA MM]S`@*ZZ5CO!I:`,&3@`U)2W!G?90`,56`(5(+"&/`!'#0G0@1\F8`+E?,`` M-C`#_PZDP%@_C(`!47#!.Y\BV@\$@$Q'@-X!3C#)"R`J`P-X$A`&T:H*/,&# M3ZC4`21@@!Q<(`Z0@F*5($FS MNH#$=J`JUCQE!`9P41=^54E_'$&"%*`!^N1&@!`,`0M8@<`4"@$$/UR``"28 M`AOV`"D."`)>'ZA4!>+`VB\.(0E22$$#**""/T2!"S7(`&;+0(0:0G_`]+8_`,!\6427TFR0 MF2'THH]1\`,8^.B'/OSA`9%!XH`3.X`(``)$,2EO`$W(C4'@K=!`,8(6ITA>""6CL"S<`SA8J)8$8 M3($@R,K!"LIP@`7$X`\'H($*+F"!C)LK#A[8PP+Z=@44R"Y+S(/2'Y(`!SAP MY8Q]:D`^+>`QM%%`#0UXG-/-0$?_]3"@`EO5I@O:SB8"N.`,@HA"'`0*!1M` MH#\+P*AN]+OQ&@#Y!R&$*4C!!&6*P-1?,('W8WFL#6L`Z=)R` M"'6H@_2D)R$8"(D0)]B!`"2PPS^T8?<2D,$>D%]\B^W`.@ZH`1G*(,$_^$`0 M`5B,$`@A@#J0``F"D`(*P/^`E@KB`9E8;FCJTH$-A#$,#JB+&!Q0`2%9(!.9 MX,(6\.^`WP^",.1B`@)0*W/0!8R"`7!!)BV@8*SP+,)F`X5T7[1#"!1A9>I1 M!E?0`M.B%$)0*390`+D!+^@2;N1R)67P7'W0*@M6&!NH%/4R*YMP!J3R,HK0 M!X7A!N:S_TI])#M3X`!)D01P)``V=`!PD`%UL#4RDC[0E#X]&`Z,4Q^ M,`9`M`(@MX03,3>"@`-E(@CF8P#($0<2(%H(0%4(D')P$Q'TT`!7,%$N)``# M`#HO,`![<`,#P`!VV``,(`-,L&3G=U9MLWV$$```4P@X`#1D@#X#4'TI8"H' MT`0IT`124`.(^`,@0`5$$$""``5-\`-W@``(`&<&0`!3@#PQ<4UW$`$LT'R) M(`!;$%M"5S5T$P1V-4L'8@99\@=/X`,FL`!)L@<5L`#&00`Z8&=`!/B(((G)W3#`Y@B`6@K`D$O('7N`5'=`!Z5B0 M!GF0")F0"KF0#-F0#OF0$!F1$CF1%%F1%GF1&)F1&KF1'-F1'OF1(!F2(CF2 M)%F2)GF2*)F2*KF2+-F2+OF2,!F3,CF3-%F3-GF3.)F3.KF3/-F3/OF30!F4 M0CF41%F41GF42)F42KF43-F43OF44!F54CF55%F55GF56)F56KF57-F57OF5 M8!F68CF69%F69GF6:)F6:KF6;-F6;OF6)F7>KF7?-F7 M?OF7@!F8@CF8A%F8AGF8B`D-+I28-IG_3XSYF)`9F9(YF919F99YF9B9F9JY MF9S9F9[YF:`9FJ(YFJ19FJ9YFJB9FJJYFJS9FJ[YFK`9F[(YF[19F[9YF[B9 MF[JYF[S9F[[YF\`9G,+ID2<@/>OXCSE%D(.0),.9#C*0>851`H#A`3:`7,0Q M!;$%0M()B]PY`NOX!V<@-!$P2RFP!W\R2U9P!K-D`0W0=0M@`1!!`AJ@`1N! M!V8P!3E3"%'PGZ2 MA'_`/` M,``-<`$A(Z&ZR`5QL`$'8`0VL""%,"9K5::6<$"%80AL:CF,Y`?"I"V96E_)`1_LP@$;2%\7 M$`(*:@$;T!^'6A@KAB`H$`4*QB9*5`@)QH+79*F2@*EI.@AL6E.4XZG_%ZI) M80.A%$0=\`)S$`(;4!@FE*I_8`;D(@B'RB@NP(^#D!A@H`''RB6%P/\"92`& MA:%^O`H)58`ZX/H'5_`!<)@;GSJLD&>MQNH'=L>G&!`%X$(:D2$(TOH"?$JO MI5(K0Y"?9U1-`E!2A2&I@M`#92`9A;$$CHD*,E`ML7D#($0!0*-AGT@F(C`( M1=(G?Y`%A<$:QQH$0+1>(,N?D``9%`8]J2AU5085T6.8>L',N"K0Q5^?J`&TH0]`:"A6[`$ M:7@%(&0!$FI#HJ2"%:M%`&7` M!5_PL#YR&JR+!=29`%M2`H4D"JU"`>=XKLN0`**U2J*@!5?RL<;[##*`)X\; M"G<0;D7PO,]P!P0`B*&0!"5`)LR)O>VP!WC@`@O`G[SYB@N`/$*`0@G0`&+0 M(1Z1/&'@(9.0`(+$#!P0)4N@([V9<86A`WL`*!"@!)E!+E>U!R8:1-KZ"$%@ M0;NZ#%]3?;@I`#.PI`XA-S;PN%WT9H4Q`5K@`=S6`#=7!O48"0F@-,*:###0 M`1S@`E'[FEZ`!/A7_VQJP`=QX`":^`=R0P>"(#`1<"XPFP`GL'""@!QE4(A= M$!!-@`<24`0($`!%H(D($!!)D09Z0``!$0!Z4,4I(`5%($V^0`%=D!RTB:FS ML@$-<"6_-02#`*!K]@<"4P9:$"/;M`'YVRZJ(KAW\!YDL@(V*"T0<`)!\!ZY MX0=GD!BLX`=&T()[Y`LK`"G<))M&8`%FD*Q.`*$Z0%M_0!AQ+#!;L`==(*'5 M1`CN`@'(.0#V"B]E\`21<09D,@`BZ`5KD@8:90;:Q*H400-S8+&^`"G;19L& M\!Z5TT-XPK#(Y,-RG#].@&!1$",K.BX0<"-;2":3-@5.!P=9D!0#D!060/_+ MB!PGY$(#<;*BO\``;H`"2#.;.+`F@=,\4T"S%$P<20@9`V`%K`Q3M`JW;PT7]0H<;(!$]`%1,`4A28,`M,W9VQOA0$& M+@`K4\"P!,`H2^"#%7$NM*8"$"`']L@!#+@%#S`$<_`",<(&[LYD``,`!!,`!:2`#1/``=+!T2#<";Z$& MK*$%AO(6*B!-55"=T3$'T/0$;S$%)!`&8;T$,D`!22K608`#T/$63[`EYHP+ M,C`%$``%OHF^L@``/Y$('R!0P8`H>BJ^[S`%0Q#_S)7P4UGKFZ$4:=_P!"[` M!S$<"0$0(T+3FT\R!SC5#5NR58=0V8B`/Q"@V+U)!$ZP`]/["S!P'I_0``IF MBH10!QG#+HNP)DL8G`$!#,CA!VCP"4["`Q`*K8-G'O`U[.P M!]1JQIY`<(:P)85QW(E0``6C!LYMV*/@-K"2CD!F;D`)^X`J),`,E4`-*L!%LD#^$T&;5-@BGXP(,D1AS`(^#8#5F M$DKBC>:BH#Q"Z@1\T.*%\``]3@@6@`+U,@@Q<%F$0#IAE!AQX+]C01%'D$<5 M;>BB4#-,LP%U/0C4$]]K.H6$\%/?-@A,X``VX!NMLL."P`3[9!'0S2:B/@K' MMB"A-,F$``.,\@%-(@A$XN9_H`>M<@$BN\QF\@=U@$S_1`A`7=%F(U>][@A5 MP/\?BJ`%!'5]H=10@U`%V),!WYD`[44(4,`*NB8("+IP.Y`:Y`X`T[@1'4`' M98#!V[X(XW)2B?!1@A!*BSD(3&&,A'!LJ@XI)B0(9&WA@@`]YHP:5@8IH=[O MC."->I#=&B<(.:`&^%@$$,`"&U\(G$;-?[`#9(+R'S<$@ALG;C`(7L`H"QX' M2(+QC1`$DT3CAM`J]!4"%SH(.X`]"%\("S`%G#PK\#4("!:TVOJ%]'K. M!N4U""`4JTS:*/KH+ANW]XL0R/QN[1#`+C&0AE"@-&J@CX9@:4.0OP!:]!)@ MM(2`/Y(ZM3$M"'O07N^N^8<@,#K@`BA.",82QW_@`'"P77&2^8C`=TMZM850 M!*,T"%NBUH(`U*RC3>:*^X8@,`$P!SP_"(BBO#R#!#4P!''``HE?"*&DWX+` M/(4M"-/"S91CVA33XY!<7X3A3I^)HX'?A2/JJNLK:ZOL+&RL[2UMK>XN;J[ MO+V^A353,K4J11A^!:UE0QV%_S$0:G$CS:X!?E.-A21Q;-1_>R$_CR1^(PUW M/Q`Q"85/'A`[O_+S]/7V]_CY^K4-(GNT3-PT`8",U15U#`J5\>-G@QU8DKH\ M,N.GQ:,!-A[MD91L@I\X3!Q]\1-FG\F3*%.J7,FRE0,#L\@,^4.0`*L0?F#^ MT3*G7*P"J!YU\>,B82$M'E@\\NBBF08_*QR]F,.&2DM7>P3L"9)'`)4)$SH$ MF1#DJMFS:-/R*BCKQP*:;V_Z`5&(@I\+G&#]*"/%40))(AY9\=/DT2FE.%#$ MJ5%H3XQ%_ZZ*N$"9LH4I+N;$B>-BH1\("^-LJ'PAA]K3J%.;)2)FUHHM<%N% M*+'C#O]!/S!B&9A#0X"C`7Z6Y"UDAL(-1SZ&^$'R1\$2%8Z>QCE^4D&3ZU/F M:(?`L#M#-R$VJ&&SP(,9,]R],XRC73N--=>;$+BCNKZM-O;SVQI29,^&N*H$ MX8$.?Y#`70RRQ%#&`8_\X`<`CV@0!VR.-.'''+Y]X,<7CJS@!P=ZY".#!#G( M0<$"W;G@PG>%/(!'-D(\L8P[F"QQ`! M>#33*F0.8:43N,%RAQEQO/#(%G[T\4@+?F!P[&FJRXL%A0@P1;Z/7`"!L(Y(LL$W*"#\!QAZLL,+'E9@,,0B)A"B(U*H@3(L M"Z012P4Q0Y#;*@1`8!%.[KJ"4U2//!;"(RKX,<`C%?@!1AW-^?'`'UY8X$<% MW-+B@Q@..!!'>B@4\04#77@!]N:KT@QA!%%T,#*8,AT$,,2 ML`#E@L6%=+"9:844`,&MP,0Q19>%1V"('WR$&LL>'5S`Q8H,E:'&")U'+SV5 M(UU0BP\0N/R*`#8XL<,<**RRPR=^$"'!A:]TX(8?##XBQ2*NC@)M(3VU7^,2 M<4B![!&R=(`!`5-(3Z5L$`#J3.^`"%2+&38PI5F<3WBO:$#WSL>&550``@2( M`0H0(+=7]/_!#W+H6B$`!;P_=*$,!#+%1VCW!PQ``#0<>`@KHO`%$91`,]X) M00&`EL`>^I`E7NA;$6QQOL.]H@YP<,+Y:.8($]@`02&P04]ZX`HK0,`"L?K# M*3CPB`W,87X,\,`'U+(BCR\<&7(X0YC"I&$.6RACG](1RI4 MD8`8S($"GE%/=YC$@B?A\919T@`2`J"`5N9!-7;P$!]*40ON\@22.L($-R*B*/'@(7JIX'^P#G#T1H8\1$Z1TF1XH4D# MJ($++I"-&\C!#TYSA%_#8)5"B"`*D^MC8Z?KV$2)X0V<88,?BO#+9&A!!>X4 MT11T\-9"!(`&IAXIAX M_-;`:>`1$H"`"O]H)XG/$#/#4$X+'US0P!&0)`5%D`"QDL&`(BS6'D+`ZI?_ M8(<`@.!0G^$`#$X0@RD0[@(T@(,?(O"0&\SA`O_(R05PK(H&&$`2&9!4$9K` M!`3080Y_8\4HPB!#@JA`AG]@`*+FYP4U!(<24`")=SB!]Q<@:,0,`5+.Z$!.-EU`[+`$`^TAA7G0P$+_W#_M66W MPD)P<,3Y1NQ7WA5N"LG=ML154@4%H.P&";%#*S,^R7L(X(TZT"Z$#=8@'TG3O21(,,?A`!U%J@@#BQG109(]YL7MX),%G%$KU3!`1LTM^AH M7Y<;(N>`.2R!2&Q80ISE3I4IT,$%[-$,'?B`/QIL1LXV<$&FXE`&%77'!@7F M+4T90@$(?$G0@K9`'WIR8\@7P2X5*$(+?B"I/CA`"P2(%*0D90*=?F`-,X`4 M*,#"^KCI@/6PCSWL%2![//C`!WI0P`ZP\`<9_YP#J0.00!"@]"0C_.$$A&L# MSM/._%>L(#[0C[[T5V!9",3X`6PH0QP$6X;N>__[X`^_^,=_UX7(^3/I>>'B MU0,'YJDG\-TI`?,60/_Z#[[^^,\__M.;_P=,P08/X1TT M$`+/$0)FX`(M$H$2.($46($A\`8'L`(WT`5=D`(!(`1'T`-=(`0F(`0*<`1* MH`%7(`9=D`,]D`(&0%$&T`,YX()*H``YD`(D8`)*$`4!0`($4``!D`,!8`(& M8`(!$``%0`"0UGQ4,F;ZP`!T\0<7,``LH`-'H``)Q@!:>`!3<``)%H92\`!A M6(9EN%P)Q@'.$X88,/\%;&`%RB$'6]`>=%B'=GB'?*`=>[=W4U`"<5<");`` M*+``0\`'PC8$-$`#=$`DOO-&Z_>(D!B)DCB)B^<( M'S!1N'`*5E`C8%!2JV`"$)`:72`&,R`%!-`%.X``!)`"(+`#!)6+NM@#NMB+ MOOB+"N``2[`%.X`"1*``)J!_RKB,]<=#F9AIP#$`0P`'=_(($:`#32<+RE&* M$J(]JU`#'J!M>#`VSUB.M1"-]%IDBZ9DBRY72\YDR,9 M`CA%$5Q'DSI)C^^#4^FXDT!)CR#@!S[Y.T%YE.7(*P_SDTC9E,S'*Z&P`"4@ M,DY9E43'*W]``+=CE5RY;5A)$`]`'UTYEE`VE#3A!V=`EFJ)89)PECFYEG#Y M38CR!XKSEG%YEW?T6#E7!B*'EW[I0PNP-S8``<[XEX:Y+@V0`B-`&2M@`(ZR M!P4P``,P!4MP`%J3``H@F020A(]P!PAP`&RP`E&`.SN``2!`!#F``$[```R` M`&`0!@5``E*0C03@!&A`!%)`T'TO%`?#003J M5YXU(`#:I5F<)0?I!QIO20+N!P%L``07^0<)L!!S4`I]8P-A<`(9X(AT$``" M4`,VP`>D$P&^0P'#$`!OM`&*XP<>T$;&H7(,D0$O=9V9>`RBM`0:8`=6)DHN ML#[>`0&)]B,)W;=@5.ZMGA\@"3J M(0<4^(C)F7.+AU-+0:-_T#>3N$G`EB)/X(B1 MR`<"5*1..)3KD05^Q1!;0/\1D^BD6I0><0``(I`IHJ1=HE0GW8$W-4`^-B`% M:-`=G36CZS%3ZF$&``!DH\2CW3$`8-H=<1`!%V`!!-`=.I`%*Y):9,I\CA@" M8>`=&12EH3,2C-<`>M"IDJ@#>@`$WE$(%I*A>J`''U`&'M!QJP*)+G!DP*$> M7*H>[P")BL<=<$!CF8IVQ\40`7`UW1%`D*@#2-`=L"&J[%,(BG"J?_`4W<&J MW6%$`@`"((`RZK9^L$S<*#/$`'Q2E?P`4@-(( MT/H!(6)&D:@ZULH0V,H0*A`B&7`PH7.ECU@&,#&NB3I"DA@''&!U,+`!9;`` MUX+_J>Q*=$*0(BD0I7YPENJJ`(1*$E%`IY$(`8^UJAY+%%F@`[*L;V5LI$( MIOJZ>!!`(0VPM(NG+#++$#5*4SB*I)3HG4E*/A:+M!(W`6RZ>$.P`DRZ1T[[ MB''0LPQA!E#0M8ZJ-B+!M>336=^ZM4118**D`P?#M81JI^M'`^DZ@&1;=$P` M!NFA`TQ28#8P`3!Z(1L)3"D02N06!LJ1K%2$$YV%`0N1KO3UEE9+H1TPJ7X0 M&-]08/UIDB\4`QT00.DW!3G0J2]TN]TW!$Q`!Q#@`FF@_R`J$`*$]WUQP`!@ MX'US(*.)2W17()G9T``#0$CGLP0FX#0)(`-B>0.2N;T)\03;.P`6@P/@ZP@W M(`,,\+T#$)V.<`<#D`(H,`<0)``[4(V%@`-)$"HOP#!/0`4MX``Q\`)8H@`, MD`!0`,`%\P=WL`<#M[P,20"8I@I74&KR$(^%L&_EQ<`8'`!,TC#I)5V%H`=( M\$]_P$9MM`%2`PL"8`$0$)RDQDBN(`!1X,&T4`%#`$EQ(']E@`"FL:?V@\$! MZ:$5S#S'Y@H4V1US`(6.8"80P"&%0#$`PPJJJE^V8!>[ZAU?5`/H,PM;X``/ M[,/;E@"9DB9#"P=,(``AP`)`4/\627`!+&`!)20S$$`!>>('*K`!P6L%&\`% M!FH'80!U:<".?J,$4*==;Z$!4*K`"4/`& M9Y`7.,`"8#`*#?8=REH&H(L`'0`605#*9%$("0`63X`'5Z,!=]``8,$.59`$ M$W!D7CP+0:``]/L'==!*UO8U$5,80PL5CL@!,G`M?.`(,C,'^HFAW_F==)"F MS?,9`,"D,3"M##&Y#*$&,E86)\!;94"OW0$"`5"Q/T>4D>8%Z@H!8S!?',,0 MV'`$S%,&":B0[NH",]"JSIS+LM"JS5(((_I;WE@R,``H.;"YHC0%Q=H=[4.1 MP`_P#P.[883"R3 MTY]TRAURT``;X`)Y$MA^$`(G@"0CL(DKL@*'T!EWA72IH=!;/-E!,%]$<7Z) MULQ:,)OJ5@2>WC4`8A(&<14P(G0,Y^H`9]`P%2PQ`H$`*6 M!@'H6G@+`*,I8+2?T0)B``%+\!@]P/\=!'`,4\#>W>$$ECU?\XT.BR MH(!^W5"B$' M=[#*..`'*Y,'"ZP:!"`"IF(H':``21,!IE($4[`,'BT!10!-SZ8"96`$=4`I M]DS*(=!]*.`$1(`"+W``):!](8``;;``E;(%2&,&)R`#-F`!""!G!L<$EF`I MVYQ+2%0@!#5P!XW#!%H@`#,0<=;+,"_`DL(\(@4UM!BU2_P$I'@(] MH?L6V"(7(($70`%C8`:540`X.P)C``9`<`9M9`5RH`.O)P8]4%0J4``]$`5B MH``P<`0FH`!B4(,-T`5*8`(:D`=1H`0!,)HF((0!D`(FL/W83?M%=P5YB`)+ M0/TT``AL'C$+#AXZ.D-P9C%N"VXT&WYE$!;GY#=_?PI[Z^_P\?+S]/7V]_CY^OO\_?[_`/M- M""`/#Q`"!/[4:`'"BD,G#B,Z!+%"HL6+&/\=1CJP8,&#-T/.6+G0L:3)DRA3 MJNRXI$Q)"'Y2Q5QPB9@?.'$P3 M%$&ZH%&,!C MR*$`!D70YST]))Y.O;KUZ]BS:]^>N(T"'Q)D7.G2I0Z3$T*TM+F!Q MR`C28=T+`0+<[5'_D("[__\`!BC@@`06:."!"":HX((,-NC@@Q!&*.&$%%9H MX8489JCAAAQVZ.&'((8HXH@DEFCBB2BFJ.**++;HXHLPQBCCC#36:..-..:H MXXX\]NCCCT`&*>201!9IY)%()JGDDDPVZ>234$8IY9145FGEE5AFJ>667';I MY9=@ABGFF&26:>:9:*:IYIILMNGFFW#&*>>/3R0TYYTO#N``GGRR*(`)?08J MZ*"$%FKHH8@FJNBBC#;JZ*.%,>`.I)1:1\0#'`C7`4\,4Z M^`9,%KSSA!-.6+#K'Q(XP8$?;/P!`KV`6N$$!G7$?`!!9]`;P)>Y(`/#A8T M`4P#"C2[!QM3:#"L$6SX(<$[$?BA`U)A^,%M$'],D`>VIKZ30'_TX#"/#Q<\ M(/,[>US@QPCRI#`%"A>`$BH1!/'C!##&$TE7"`0$)(3@A[DF M0,!'!R)P_8$?($3AQQA.0!!'!AC,<8&W<3S@P`LV!%"&`P68S+KK]S#`!01S MN--$)@J\CK6YZTCPZSH*U)+$")EL$`,$0[1.0":@T@0=5H")`9"-`QKS`RC( M<`108"(#!HB)*#ZV#M9!``QW,$,3.C8L5I2A#%+8P`W2@9'YHPA^:L`1,M(__"3SYP#OD-X5U,&$!)ON#`X;@!03`Q`U^*$(&)H&) M%=`M`-1R0@O\0(09%D%C+'AA$W16A.5Q(((+T-F>WB$MD9E*`6FL`QA^503G MP,$Y3@"C*508`UNU,$)=\`,'!L"`CL%@AA>HH1\BX``XW``'-*#`#N'PAQM` M8`MU$``'M'``9W%@#QF`B0K^,*E\U*$2IA#!+K@@@TTP`]J&)?'XN<'&R#F M#UGP0[P`)"%0JA'F!"#NL@H!^<@#]-Y*%_F."#K]+XAQ24P@8A""`" M*#&*#;`N#?=P5AERHH`;K*(87/@#)D0PBKRM8P`P$<$`'F`R`D"@#)`913%4 M$#Y1^"$''K#!'NSEA#^H@%\W@`,$^B(L.?RV#.<+`_\&GI<#"-23=:%[@A_8 MZH<8U"`-88PF%P;@`N=`(`<1H($*Y<`[OC;(#C7H0Q7>L8,)+&X"\(7O'SH` M`QQ(P0@)",,')F6"&/Q``#+H0Q\BX(4D?(`+*WB"!,!PLWK\#PX(L),$8(*` M-KP.#GZ0@VG?@06L84()5QC%'/YP`AWXP0-[V`-VT<92N&*BMT^(PP>\X("N M_J$41!`>)L3P0E;0"AH0_@RD08T3A(3`35OD>(3CS98 M^!UU*-8\.N"%=:P7'S"#AQ;H<66#"6`=;6C!F670!!)TH`7P^P,,D((4^(&@ M";9#BJFB@)2$O(#.6!!`$^;_T#=\+# M`?@WJ5B\(S_RD-]-TIB'*:C!#@Z`0`UTUH1<(N%=%[C"MVBP@#M@'$\AA@"\ M_^"]_WO(;P0PF$,1&L`&-C3``25(@/>:H`,:V&$""X!#`OR0AB>$^>9Q:D`( MRA`!`9#`4Q#HY3SD1W`"Y"T$'KB#L]HW!#GDLKTTR8,?((/U.;5AD:+(R16P MZ(AO\'.U`A^@KM0`D\<+LP MF&$.!^A'!LJB#CQ48`AVH@<1/'!4>OA@"%?XN!HH8`4EP/_`"I:,@@%8*(\. MY/X=6L!_"H%]-=(!P%8"#H,$'9-3_%!(?4,"F)!6]?!;,5`/+,4'=$<"P,`' ME-`Z?]!LSD4/'K``(K`.8F`)<_!U,K`!"[`!1<,`*E!-?X`#*D`JY$.`)=(` M511:?U`!&4-B$I`W.R`!2U0`IB(#A29G=-,"=;`&R-0R]!`^H40/==`_0^!/ M.S0%5R`)+C`91!!DNQ8/F!!*$L`&$$`M(X8_*#`%)4`03K@`Z[`O4/9_.#@B M0P`,&7`'7`"'$`@3<]1!MV8%P$!PZY!)-*`!0]`O?\``NN('8,`$*^8`/^`' M(:`%2S`'[1,/##`*2Y`I:@"'?Z#_*\JV`'&@.O/`!WX02JP36A=0!@`09#*P M/#DU`2.X#A-``CO`.H18AR+B!%/0`Z-P`RJP`#L0!T/`6C:P7!CP-"`P`&50 M`KUT![H">O#C`1`0!F0#`*B8-93H`;)`A^L0`G3P6UTU!:`8`*.0!1"0A//` M.J&T+SDE+8''+<(#!HCQ`Z"X;!F@!LK'BQ[".D[P/S2``@L@/S;0$3$0!#CE M`],5!@MP+9DV"LKV!R9@`]+Q-&@0/F'@!2#03'&0!%\6#QL`!U&0$RM0`?D8 M!:,P!5,"*J"6 M1;,WV[D.?06(' M_&$?G?4'>:``Q8(#55`#+C`'1_`.XF![-;`RZQ`$XB"B\1`%%C`I=@`"&Z`$ MZY``"+`!`&!O?X`'$;`!;\!S&[`!+%"6--HD/N``/%BF:KJF;-JF;OJF)JG>KJG?-JG?OJG9X*$X*D=':"E?R$`+0FH$E('2!`")14" M'!`"(4!!\T`Q7F"&9\`=&J`#7_H7,*#_`F,@@/4P``50-'\@`R2`!RE0`.5U M'88Z7WV*2$.0`AWS`V03AO%0`7'P!)+0?OSP`9WZ`0UF#P\0!G8@/.WI%Y\' M$_5D#SF1C\Y!2GYP;?D021TA!A!Y#S6P`$-P,VVP`!Z@`7MJ!UF@!48P!%.` M!Z+6`"2#@,`Q``W30`/92`>N0F/.@ M,RIC:GZQ!A``!6XPD??0,:#8`*M``"NP`)F2#ZQ3"PJT#R?`"OOYL92(.XG6 MIE"7/E.)"7,@E>LP0\@T0TD9!U'`!!7`!W$P!Z;Z0B=*+8H`$Z%B8MYF`$Z& M"3(@25V`46GE_RQ!5@2DMP&L]0$;U@%NL`$1$#IAX!S@8PBX`P>@*#PM0)Y: MU(-@X``$UP-S,:-HY@=]XXWO(`-K<`\R`(4\AXGXX!QP"G5E<'U)<`D*0$!P M`&\SY`%MP`$V0`205#(A,`HNN@YR,`2^0@'KHXK@9P"5\$(>H(;"H@9O4`86 M0`7V\@"9Q`9G,`<;,$]QX`"H2*U3`P$JP`<0<`,[<`$08`#)8Y_V$)W*1@,Q M\`0:6E&94`$U0`=T@P(7)UH/H`$WJ0'`X&T+APE`,&%CZ)SV^)(JJP#.PPI$ M4`$0H`,8E@8'``SPNJ90YP(KTP!F``%_``4W>7VB=`$T!H=HX`*NDO]Z%X`< M[Y`#6Z`M&W!$JFA*.G,++I`%K-,$*N0'YIM3PA,&ZP,9%&`#21"6$\`ZU'H' MH-%W;=H!^L:^ MEI`R"X"3+;LS?[`!-I``(%`&3A`!Q/('!!!^ZZ`#?.#%(R"%J3D',B`\('`% M)SC`!?Q3"$R)ZT-P+U2T"Q#!T[H.>;!9I19&1?#%^^!9=>,'=N(L2&`#_!0_ M$/`!C@H"\%`V+1`!]0&:`G!2)5`"/R`"]A+_`P-P`PD``1$`C!CP!R0P!P@P M+*>P`2?U`-W9DW0#IZA4!N'B!0\E`?;"`7I0Q7-G!G%P!?O"!`L`QYCP4TDG/"%0Q]:D`_^4QZR3?CX<`"?%+:QC M*D"P#T\S2L#G+"O@$IV9!L!CRG+K![O(`!.5`"?%!EGI8V6`ER=`-W#0/W"`82@`!7V`"4,P MI'_PA4&&"0;@'#3`.B/&$SBEEC%`TO]3+:.@GX#H``804L(B,BNS!W2C!KJ" M`"=`+3_PDFB)#]YR_UOK<`)D\P'`H`/&$#YQ,`)SP`?OX"UXN4-SH`0GY0(A M<`$Y80-M@&$@<$$:6`(GH`) M<`99L`0'T````!59.O3D`$3_`-%_X$#8`!X9<#].($(,`P3F##$E``)/@"7.`!3\`! M@;3>9R(`J`GC-%[C-G[C.)[C.K[C/-[C/O[C0![D0C[D1%[D1G[D2+ZG3U`` M':`!?$T/#("B2;XD1G`)%><"0[``;"!P?V`$=/-U?R$#;*`&@T$`"Y"F7F`% MKUH%!C"HK20.`ZYT$&D'5C#E@X%(?E"7>?Y!NXBO'4.M?N&,(Q88-_UCX4C/ MZ\``%R!<89@#I7!4!^!(R9H#(A22[]``#X`"D)S_`".@`P2Y`+4R!#K@!C?S M`S9``[9'Y'9``@:@!^?6``:P`CA0`$T0`0DA+=<&!!4P`G8"`Q1`!,52!R:0 M`?%7!Q+P`H[6/EK0!)LF9^S2!DS0`2=PJOGP`=O[!D@308C>7([8!6('`6JP M=3UD8AFPG.'W4'[`E>\P`[H26A6C"160SLW42F7@!OO#PD@>62(=`,XU!W.0 M`ZPE!<>26#D@!KAF!D^P/,U$`--I`9*P!%6`1A]@!PK_`3ZP!FZ@!B70!TO0 M1%084B0P`2BS`VJ)Z"\4!C>`I%MT9LX2!6`T`>$S!WH@`QBE[N\PG>+*!&!` M`!*0!7%``C^``";@`4/0_P!>?0!ML*'Y/GWQB\V MSZ%4_?(G%0?V)CQWGZ)"``\=P`8ED'LEDP8"H)1G=I!3SL:F+`J2&@('D`9Q M8`!;5P&2NEQ#2@!&L#X']P%[4@A/D`(QX3U*@$@>4`%S0`2CR0_.V00R-P7J M^`#+10)14`8T\`?.400X(`Y("@-EP"T=PP+3.0==YO?5YQ"EG*)]+C^39NW/ M(P`V``$LL*"U6>0AL`&(H0?G\1AQ!^"Z.SM+6VM[BYNKN\O;Z_P,&S M1',)PL?(R<`P$!!BEI@V%65>&W,RF%/3&WYQ10M\''X40AX.6G-#1FM^3DU^ M6PI^,0@N)A1EE@-?;;IC?DT8+%B"Y,,W/V'2^$$!*L('%1<,R+`Q!\J?%W]P M*-A@0PBT3'_(N*#C1\8?%GXTS/)3IL.L%:SR3)A`:(NRFSASZMPI[,07/3R# M"L75QP\$,Y:BE#'J@DD%3AP4V/`SQ0__&"O=="Q9.!I0XQ M_,#X4R?`"PE_]+@Z,ZJ`GPR66F"X,H*5'1(P(=08RKJUZ]>P8_/L$`$!+0*: M_B3(LEJWE=X$K$39\Z>#E>./;*@X;JR'E1Z6@G?YXQRZEM^[K`R9HV86C#E7 MJ-.8,\?*+"GDTTMA(RG*J"Z3&-(*L)35Q4FV_]0O8^$/@D-S!"#;@`06:."! M"/("@"0I),C+#``T0(L=(%112Q!$`%"))3-D,4H6``"@TA\W`$"$@RBFJ.** M+.[20QQFS-#BC#36:..-./HB5L4).?;HXX]`!BGDD$06:>212":IY)),-NGD MDU!&*>645%9IY9589JGEEEQVZ>678(8IYIADEFGFF6BFJ>::;+;IYIMPQBGG 1G'36:>>=>.:IYYY\`AD(`#L_ ` end GRAPHIC 49 m62094tom6209437.gif GRAPHIC begin 644 m62094tom6209437.gif M1TE&.#EAN@'D`>8``(2"@K6SLJFFI?+Q\/BXO;V]7UZ>65B8L[+R$U*2@@&!VUJ:75S?E MXUU:6E%-3)B6E"TJ*5E657AU=*"=G(B%A.KIZ,"^O.#?WL3"P>7DY#TZ.7!M M;(R*B8!]?+"MK&!=7&AE9#`M+-C6U=#.S)22D;BVM=K9V#8R,L/`OB8B(D`] M/-74U-S:V4E%1.SKZ=[=W!D5%=K8UCDU-.CFY4DXJ(B'-P;^'@WZNH MIJ.@GI.0CMW0!``?_@'^"@X2%AH>(B8J+C(V.CY"1DI.4E9:7F)F:FYR=GI^@ MH:*CI*6FIZBIJJNLK:ZOL+&RLZ)&G;W)A8;F!+%DH7X0(3)8)M$%*H"1,0X94`&H)% M:03VA!(__IA8TP.!*68 M`.!/C0U')-`HL^#/BQ-'O!SY)PSQKB!2@.&"+Q9@\,<\@["@Q*1V)H7#&WP\>JX@)&#QAQ)3BS$( M`=\0@D<9;D0AR`YTU''#6'C@8<6A?Y#@0\4]&*%4#TT+L@7KADB1S@%)E/=' M'#?50<(?.&PAGA,]O'N!+8*LP$<;AZ0PQ1]\^.'+'Q7@WKH=?P!@QA^\\H>` M_QS3D."7`'$(\H(OVWK\1P,ZN/`ZO>H#KN^1%F`L"`020)+`&Q/PP($$88$D M^"H-4!@$'HX1!0@`[0\$Z)\@GJ`#.="$$&FPP"!ZH$%!2*`?9H##X?1DE2UD MH49'^L<;,H`R/73H!!-X@2"P,(%L,00B]/N#[/Q!@C*\S@L;&$04-+`O>QWA M`BOC'*7$)``Q#*$I:D-0^@0A@#2,@`0W\(4.M`:WNHV-$%>PP@.V`K@S8*`# M:+!`"T8X"`>DX81V&L(-)L"`ZR&(@Q:P03]*L",3$()S=JQ;`<2PQ4',X72# MX(`;+!``,'#O#R=XE`_D(#I!Q$%[$:'!'#R@@:3]SO]2=?G#(2MYE*1<0(+= M0]8A;L"J`(!-6.[SE07&!8`;6.`&4_O#$`KPM`P@*`T7N$`'F+J#Q``P!RZHPP2O$$!%B##L@A!`3AH``5"$?_F#`/Q6`&O&HK0#IV$.>DBB'%GP@#;X4``>6 ML(4"1#$%;?M##FB5@31,P4=<%.(7!Q&'`:S`#8.0PA@:L`69-`5QHTO#0BIV MIS7XX8((2H(%LA`'-8D`#"7_W5P:Y/D'.NB@!E880K1JY(*Q:"T.!EB!!$O` M#T%$8`*5_,,:;/#(0DA!"7.J:QPL%0+!)&`+8F*J*?77/3D$P!!6<($.6B"% M.$POFQO[@Q,FT(3NW0`#(OO##EP0``MHP'("2,(<2``!7TK``BEXJ@!>5*XB1#=Y055E86X M`*H$T0(WR"Y[-,I`#;MG!B2X`(Y(&((3!'$`-*#O8URQ``S@P`("9,`%S,RA M3.<@!;H=P`4_T)P@*K!;1H@!JB?(1SAE,('A"2()P8K"NCY'`PG>X`%28&YE M!8&$#`ZB`\GU8#^.L`$@7$#3/MA"530;6`^^P1`M.((4[O_:E";TRI(W^4"] M-&N/()"!1G^@0!*4$44SI*'!3(%@-`71!1,(`(YBF,#:<,>""^#!`#^@T16@ M$`7W48%:A$!!"D'E"RDTY0]9"#=2D;`&"$#43F00Q,,XX)
X?#N`&,OXA"8*)0JZ=H`3_'`M!!Q=TP120\P=;"\(+^FL`"]0,,Z>X M`#=M``-[&390GIEW$`?8@!__$`(^`,$!%X"`)\FL=D%`P>_+:,,)O#!Z$7QM M#U1`@;M?0%5W2#GIX6!./UQ`AC*0`P,LP(`)B*!( M`>#`#T)`B#P]B@,3H(`0-M`'<+2@`FCX0/BE4&%L_R'=P$(=``<)Y!\0H`,W`!MF MX`<'T`*]!0;_-`*A814K8PU@ M<`-2T`)]$`0ET`$78`8TL`&1M0Q&8$[C@B3F9`%4$`068$>[:`%HH`(!$`4; M8`%&,`<4\`&!90(S0`(M\(NFAB"_:`$D(`*_R"^$0`7G)`B3PO\J2]"+738\ MTT`%CU(()3``03`-@Y``;9`#:!!($75Q@U!L![&/U#`#!\>/`!F0`CF0!%F0 M!GF0")F0"KF0#-F0#OF0$!F1$CF1%%F1%GF1&)F1&KF1'-F1'OF1(!F2(CF2 M)%F2)GF2*)F2C$`$55%F55GF56)F56KF57-F57OF5 M8!F68CF69%F69GF6:)F6:KF6;-F6;OF6)F7>KF7?-F7 M?OF7@!F8@CF8A%F8D3!KAIF8BKF8C-G_F([YF)`9F9(YF919F99YF9B9F9JY MF9S9F9[YF:`9FJ(YFJ19FJ9YFJB9FJJYFJS9FJ[YFK`9F[(YF[19F[9YF[B9 MF[JYF[S9F[[YF\`9G,(YG,19G,9YG,B9G,JYG,S9G,[YG-`9G=(YG=19G=9Y MG=B9G=JYG=S9G=[YG>`9GN(YGN19GN9YGNB9GNJYGNS9GN[YGO`9G_(YG_19 MG_9YG_B9G_JYG_S9G_[YGP`:H`(ZH`1:H/DY``P``/#H"!8``%PE"0=P!@"@ MCXQP!R$``/9HH+.P#F7`>(UP`T-@$))`:@3V"%8P`82EH;J5,P`1/&J4$T`!U8`1_\BAX M\"%T@-I MX`7*D`%B(`<%\`(4L*EZJ`$]0`%XH`9#`$P/<`)\,`7_^0`@.@/\"F[H! M>:H/+I`&_O<`$I`$"[J>/W.**G`H>=`"$^`"7C,!;2)*]/JH-9!S?[`!$S`! MOM0&E;@02#`!LO(A*Q"P=+,!H@,`$\`Z#M`!<45NFZ@F_2*K\P`G@A`$.-H! M`;L!SO6#Z1*PE10"]0('R"4(0S`!^&)(?I`&(TMK`9N+'K0C@V`#WKB>"C`! M3[`P/I`.)!"P_R9N$^`R$)L&*S<(&G`3`&L#CQ('C/@'-[`#.F`$-3!H;T5' M?R`$S`2QAQ(#:O`!?R,M.C`!WT,(%W`3&XL`2.`Q;=,!/3L!FD8#@V"R)(`! M&?!823`!UA$W$U`&4TEJ$Z`W@S"T$V"S?R#_`3B[%0_P!>[Y,Q-P`DTC)KPB M![6C-#\PN3\X`0%!"`?@7`";!FIV`)68!3Z0!%VZM:KN(S;`6OP8O!I!VA0`',T`7S@8Q';AG5PML=VOITV".KK M"P[0MP_``0\W"*Q;_[\3X`8!<`)#1@CKL+]4$`)`/`8#L+%G\`1I*PCB:R\+ M#`$?TCH!.P4AD,`7,`%3<%P=H(]'D`4[X`<[,!J#+%H@,#`;MY4;!YES.UY*+'BB@Z8UPC?V`%]:`!4^"BXZD`-A`M M.N`'"[,/;M`/6.`"<%5F$"LN?S`#W9$T`#L!6W=@X:@^0'C/H`HP=! M'W`!0/0![?H'2Z![/Z`##`!19^`!8N`0QBL&A`!(6`!<[`$'@#_`(K]`'V@V`T0#7Y`3VU@ M"US``HJ-JXK-`$``K+BZ+'-PH15PV=FR!)8-`"$0!$=PV9<=`S"@VJH=!`-P M!DI`O0"ZCCLY!S]0KCEJDS3PRKM-D_CXV\(]W,1=W(80!2!@!5'@,ECP)(>% M!`6@`V2```6@@43``%7P)+8="0[P)#MLW.&P=)-K.7:P!WH`$65P`D[0!`8= M-*/#N!,P:)60!UJ6P.!-#7J&TX#C8IJ&!FE@.830LR)T"54P`?9]WZ4P!V$P M!1>30BN`$9K61BW;9%*P%3XPP`\`$5<`X(/0LS%E2`^N`)!;!6+`!D6@`F)@ M0R^`$>J'(4+P`%.P`"M7_P'_8@$4X-L(7@F`40'I!@%SX-\4\*R%8+KA!CB: M,P<@.P$W(`#-&^#,7`@@T`,J@`%Q<``+.P$V4`;6NW=@,`110`,&+DJMYDK< MMXA#T+*-F..8`-))4;X2A>5?@*.#(`+G.VPSYSL!`.8!6P$>"M1T/`@N<"B\ MP@"43``^D@[5%T0%G@YA$&Y)D#Y@FP$PH,]J'@EW0``)L,'(,@A_L``# M3`/!1`40N\*57@DDL`%;(`)NCB0V\+OC2^047@\*@#-H0`9%SNH[]3+@)P>^ M7/]K8'/H?W!<@L'KOMYDRTSLQ3X)$.L!7^#FQ7<`'A#5U7L#!W<$.%(`9<`X M[1Z[0(T[)#`V6LZM50`",4T`;,"YU<<'?_`$8>Y*2N`$6(`".Y!N@9CNEP#2 M:0`!29`&%6`!0Y`"'I#L\`4'::!L>Z`!6S`#)G`#:>`!JCP$#'``(@B#8C`'&]P!KF7QEG`` M*4`$=,``*;`#,[`2"M#2A4`"(8`1!O!(&5```8`14]#D1?`E)1``V8($#*`%2!`!$>!+`R`#()#_0B`0`0;`[U+?^([_ M^)`?^9(_^91?^99_^9B?^9J_^9S?^9[_^:`?^J(_^J1?^J9_^JB?^JJ_^JS? M^J[_^K`?^[(_^]?I`VI/^YX`!#D0!D20`!3:"`Y``FH`LJL>#@Z0`$\2!9BF M!1X0!<5_WT%@`%ZPJ66@!!UP_1TPZX^`!%8@!UL``*$(/=3P`B#P!G+@'0N` M`%^0`54`!LT.!R];W`7``K0Q!@50`AG@2QX:!&X`"#Y_@X2%@R4725-.+WIB M:(:1DI.4E90D`!Y\7@4X2(50?P-U=1EX'0V6JJNLK:ZOL+&RL[2UMK>XM`4> M/'\'7U(>'2P<,I^6'&]XEQ5E_S\<"0=4.$:YMW-.`!@V%2M$A4UVDTL4UN;G MZ.GJZ^SMYR`N$RT>-T=B!$NM6#<+DSL<938488)&A9A\[EA!D2+A`@L9('"T M0M+!P*H=/A+(@$&D@)4H(,54B")&P88L+*\<>%ST``+9GZD2?R#S),%"#)D MN#.GAO_3/WGJ4!HPZ,"(/T%([%C2I,"3"S]NF/DPH[#SY]"CXPD#P`N**Q,D ME(CE`X(+K84P=9#2Y@^6)R<>%18"P,64QJYVR.``0$X+K75D4.C0XT2%$#+( M0!,.(50@Q@,6W!'=@@PVB`X>,7C``A$Y8+`%"Z"]8H`'$`1`!R$.<`!&"P3\ M00<#'6``6"MT4)%1#C7$6$03" M@"$&4I(,0,"E'*"`UP2&>F!%%9%0,($5#0I001.Z9:GJJ@LZT8<&"(`&!0UP M(``+"#I,D,8'!23``1E7='!$*'\(<0(<5Z1*20,0))&8'!M`$`(12$"2RB1X M[)#``EMH$,$D&100!P@?$H`$`5>8H:X9`!A8`K/32Z3A@!04`"$)(#2?H__""#%FL8H`"-FRP10<"#H('!6G8(`!O M=8!@`QC52`)#"ATDX<(##R0Q#`(R""!`$3*$D;!AB0P0$9RB3%!DRW[OHL M:!30@A9AEWS$&RJ(`.8QD]`1Q)(MB.'!!R0/XL`1:;#@Q"!?8."&%9L9TL84 M;K@0!0%8#")#%"Q@L$$<<0QQEQMQV`#^%N"7?X$'[+/P`4A66%"$'$G0<`,? M!E`1TXT9E$!$"!Y`WQMZ4(8UZ(!]"K@"2`1`A`0D0&KG4,$%7D?!"EIB"2Q0 M0?8(@8<5N/^!!3>RQ`!4D)T5:.`&D3'>$BX`AWRE``X8$%DA<."&"V@A>H7( M@!-"2(L4O`$.*72."$90A2ID`7$*X%-8Y$"SL`PC"EDHP0MJD0,7*,R"6,2B M"+S@@3D88@9Z``/F5N&%-&``"4780@"\.(@YB,H/FZ&"&Y1@@`])@@&4498Z M<%`&)2R@`Q!4U0%VD`$20"$(%HA""RZ@EQY.`([8`""Y1` MJBY`8!!V\`$4:A"#C+5.!#C``4)6080;K.B2T&35'!A0A67VI@#_+H!`("D! MA1#00`(C:`(%+D`J0OC@"')000;`Q`8;:``^E2!#']:Q`S6<@`(!B``(-O"` M$#Q``%<(0,&B*8DLQ*$J!$WH.59P*0+`LQ8.*$`![$B()F"`!@5@11-H0,X< M@(`/N2M$`#K@AA5`(@@LV$(*>#B)*G3@(+B`@A&Z4@`0K&$($E"#`E#4@AF, M`!(*I80`>M"/H!KU%A!(@PLDX(8M%&\632"!##/`@"&H8`>K&$`*MI`%.R0@ M.3`HQ`O\D(8C8)4)5TC#!M8YD5QMX0F70@(46#D(3G*EH2M@0!2DL(8+V&`T M8@C!"9*``D$@H0)#J-)1)>$`%,BA!HN-_RPM.J"`/\S!#7+`:BR<0(*>$8(. M)4B#!V1("2QTP`-)T<`0R`2B%4P`#AP8Q!*48(-GMF(.1,!!`2YP@1ZD`:<2 M:%<:AIN$&WC@`E.P@`5R8`&@_J$.18##!DSP!R!\(`DLP*%D!V$"#"AAC-L- M+RLH.X@-3&"==(A`!.QXN@QPT@AL%9L!0&6(#+!@"+9:Q1TV(`<9T$$+:5#` MEP@A@EP=@0GFN4$:$*#=FB2@#VG8#@PT,`$_;#.\,I"#!IXJW@Y;@KQTL$$2 M#C`#&D@!.3-PK!*:BH4)3($01OB-(9Q``96RE+$"H,$4#D`$'=R`"*+\0Q9H MT`,!T`$-3WB#!_^H*Q@14,`-7@@!!5S@AB-\P;GBG8$&+B"`U'GXRY&H@QM. M((46*"$&?Q"#'P@@@PF@``J.=$(3YH``3OYA!0GH!2&8(`4;L`"RK)C"$8*` MA!:L8:7A:4$:_."3L;KA"D&V20%HH"L7#($,(&B;APT`@1/L@:Y@#G4A0NR! M*G1Y$!P?XO!BU6404,_*$&7G"#10J!API,8`.0V,$%Y!#_Q'3, MP0$90(`5%L#P!3S@N(TCBQ82`(0=V`E<##@.#6CV`S,H]W<]$`(21)`'XSF` M"!I8#0$O\!HG])HP#D"``N)Q`BZ0^^:1,#Z"BVX M0A'C2X@1/($!*H``"ZK``6H^@`%.6(('KA"$)2"`!&$@%B&61P(@0`$&):C" M$3HPA#2\00K6Q#G.#9"$"U3L#R.00QD\0(,1_\P@"1)H`!#$,";9[F$+#Q#] M*H(0Q2D,P0N:'@03_/T!)EO`!1ZXD07$H`$C\`'-EICII:1P!0UX0`=QZ(': MQ=*#L)P`W5$H0@+H8(&40L"Y(L!##AP8!3:@0`(TH`0N<`-L\`5>9@@DT!(( MT!(.E`!6-VHY0`1J,`5(I``8D!PW8'YD<`,NT`$;0(%LH0,*8`9@X`(TL`8T M\`-Z05)E,00=^`9QD`9Q(`=*H((GT`$4H`8K0`(4)7L^B`(*0`$H8`@RP!8E M,B0F808&4`$!(`)7,`0:0`!'5PEMP`558`4E"`)>E@!>,`$W<"T[H`0?L`QH M8`$"\`$KH#LW4`8:(/\%;OB&;]@YOM4#<@`'8]$#;P$"3B`;&1`$82`;!Z`@ M@]``4C`$94`$!Q@)>)`!*0`!&R03",>'DI@!J<,;#G``D\B')3`XA",`,1`% M>O.'?.B#I%@+?%`5$:4'90!JED`'3J`!`8`"5B4)1)`&6Y!?@R`!$&`!!<`' M?`%-#@&I5B-UJ@*`"`&#C!U M6Z!8K3!2`)`$.O!R@V`%<4`&UT(("S!<-!![KK``2I`&3P!>JK!T$W!@UYB/ M^E@(26`&?#<"/3@(3L`^!%F0!&D#-",!!EF0-U!["_F0$!F1'@"#V$>0ZR/_ MD7S@`6M`,TIP?B5(#VM`!GI!`T.@!'%``V_05.!3!ND#@^G#DN3C@EM@DND3 M/BY@0"X8!V"@`VM0D-]C!F_0&IH@E!+I`9Y#D"ZP`3UY7`]Y`R?@`69P`Q=P M`RG(/C#PSJ`(FJ!\*&YPR0Y+D(CL,`,LL`&4@@,!D(Z44`(L((\8VJ`>^J$-0@(V@`). M,4W?8@DO(`$3P`+D"*(N^J*"X0`]8$PD0`0-9@AH0%:]!Z,\VJ.!L4^_@0#> M.`D%\"1:0ZH`04H'Q+>J58B@LK@`%.1EJ%P`,/ M(`='D"]96J9F*@N"]@$=RO]O"+`%9>!T9QJG`!6/>IJ-JGPI&JK-JJKOJJL!JKLCJKM%JKMGJKN)JK MNKJKO-JKOOJKP!JLPCJLQ%JLQGJLR)JLRKJLS-JLSOJLT!JMTCJMU%JMUGJM MV)JMVKJMW-JMWOJMX!JNXCJNY%JNYGJNZ)JNZKJN[-JN[OJN\!JO\CJO]%JO M]GJO^)JO^KJO`'.J_$JNA38!MX<"?N`'DL<&$/JOTDH';98T(()]/A`&M7>C M"BO_K00P`0Y+".:V`!/0J9&0!^+@``E;L;$:`C;PJ'10!62@`2P0!]KX!TU* M6QAK""Y067_`L=L1`DJP!0J`!EEP`E-P`W'P!S^`2R1[JTLP`0T`J`E0`GRP M!:63!A9!`Y\1`!,0>WQ@>^*B`70@`&;@`#"@!"A0`DE@-ED#`,]XM+/*!%$P M`T\P` MF#H7^P,Z(A2UFXOE8+NR"@5^T`[_XF[\-.@<-V+_^^[\"E0`& MX+\"501?X$`(\`5?0`1$8,`-6`1"DHT!W"O]NP"JF0`"Q`"6EP(87`"LN8*@(8+`9"VPCQ4/4`(./"["K"B@_`&(>`F(S8(1>`L ME>`#6X#_4(,!!2Y@`%^@!?B\#%PP`0/%"@B0!.XX"PY'S0`P!(2@PH.``A$F M`PM0P`7M@$37`7U,@OX/0C"A@`6$P`3(0`P!P+6U0F`RP M;7^``RA``6]`"',0!%$@`@S``29`!2^#.0V0`@"P;R(@``D``$O0`/EB*@`` M&`;P,M``3U`.?PT%*P`' MU+75M"P%F9.0%T$2G[4+'`$_1L)+RX! M$J`'$_`%E=NX19`&W_+EG\T@R+L56:?X'`I#IA6`!&3@!/N``&"`'"K"F MK]QGA2`"9E`$)<=D!0(33T7HAL`'`2`;.P`!<1E0A&R#P8IS&FSYP`CW#[0<_T*,W`7K-!3TP3W_``$66`0G`J9.Q M3@!029J^`G20!1/``R_.`'U(!K+6`')03G3\X!1?"$[@T7C0]4AA`4==!#WP MY_MP>U9@NH2@Y[H3\70!`KB!9=&`QAS`!>0&#;P;H1`>U#D`G]@_P>B\I:# M@`3V@@(,,`%!%P5ID#2#N@$84P@)L`8G(#5W`+H*\`4Q,`$IP/N2>PT1BB`@=)0"KWE1H30`9JH`1ZTP$4'\D"3ZGA4BPA%5ADTBSA5:%&04).6C- M=G0)`7=_)E4)1'](WER3K9UH(\-")-@+1:NY\?+S]/7V]_CY^OO\_?I^QG(5 M^-'!4X`3;OPI7,BPH<.'$"-*G$BQHL6+^_]\3!`0CX2?(9X&/.B!L:3)DRA3 MJI07:J7+E_HVV&!1)YX"/K"DD(3)LZ?/GR=S`!T*,T$'`&DL>'+B@L:;&Y,2 MZ+A@9H@=(BV^@'&UX,2&+Z,K7_*-#Q9TB!W$IXIQ$R*8Z`-@,F MM?&0QH.3/P%NN.#_P.3B"Q07($`)`2UX`(X_`$PEQ209B*'#`T+1$X0$)W0R M3PQ]3`'$)#FT<,$42T!PP08<3-(%"UX(Z`D.(%S@210L2/$$=']8L`<`+'SV M!PYB7`"!#)/@H0(%*#!0W9%(*@3$!CK6@<$-='3FQVQ0=8#;'U*XP-L$$;3' MQB18!!!$'06\@<$.`>Q001KG7<2#'%LD-TD($BR$Q!$3@)7;$WC<0T89`=%# MW%Z3!&&#)`G0D$0"D\Q1!CFP&$`<)3#(L41K>_QQ@!)6U/&`$@Z\(,$#4G2@ MQ`M_J`"&#SGT`$.2L,9:#PCA3=+;,``,\8L"29"`0AI"39'&"U'(P<,D_Q*X ML((%%X``0!1_@.""$UM(.!`O=< MH,0$6415T"1%]'""K2W((X4%"&F+448(;S84`QQ;L<9I+$!.< MX(`&<@I6QM=5_%&'%6+$(,<,Z_Z!0!H=6`C+!44HQIY1GJ@P00!+T.!(/%+\ M$.0-5^(PQ!5#`!U'"WC4-,G=6&N[99\61P[K$O]`&.P)":P)EHL(\+`4'R5! M,#K)#!9D?A'=!4R`0HV6(=`'"6@DX984;TR"`:%*Z`B+9#HP_(<&%?PQ@PL6 M8.$"'"`4T(`'9.`!1IOR7&"!"''($)."1D$G6X`9#:][[VR:]^0`SB7!(0AS[5`0Q#\$+W+D`! M`EP*ASJ00!#(8`,$H.#_AY[HP!L2D9O:Y68"?Z@`&`XP"0\HX0TJ`N'[&)`& M,KS,$Q/P72YH-XDE)($%DQ#<$]Q@.*@HH@4+@M_[`C"!)PKQD(@$2@+@`+D! MM.P#&VS.)!#0GQ7$X0@&J,`/O"B/'ZS!0C&8`(VDL(4_L.`$9-R@`@JP'GJ$ MG.$/6EE%["#PAR9,P$CSZ``8MI''(03O=^*B``3R4$9VJ6`+ MB2#!%#HWB5?^@0X>2`(+%P=#?=&`$D5X#0<"LX,D^.P++0`S+\8A($ MD`,9_+"Z+[@A#A$SP!:&@``DN"P`4DA#OBAQA"UT(`:4(($$`H6#"Z3!#?V$ M!0K@D(8C:%`%%_`"&*@P"3&4H05O``?1)I`$CST!6620`!XORM:V.H0)!#`" M#N:!@T"-3G'U(``>'+"$?0[`B9*H@Q%R,%_C#(`ZQB$=,XA*;^,0H3K&*5\SB%KOXQ3".L8QG3.,: MV_C&.,ZQCG?,XQ[[^,?V6(("*$`!!0Q9`=W#!P!H,(6>Q$&."W$`!A1#@0,# M^;8AP``"0)`&""#@`4-HB3R,`*T@O,$M"OD`&>FPNGQ8H:/XH6Q#0K"'.H3@ M"NZ],FVGH(P=;&02`#BM/!C_$)X+M+D?.W#!-L*0KGL`00*9A8@$QJ=GWNKL M"K`(@!G,\#Y*J&$"'3##`2[`/S.4@!(%,,,'3`"+#&RZ`',@P1LF,.D)R,$, M"9A###;=!C2L0-00,(,R.I"U`!CA1Y-@@PMT\"4\?(`")3!#"U@-"P;`00<" M@D)50AV&5$>PTK75&4/``//Y@` M``P0!S13@@T=&$`#.C#4$XP/`3_@*KAM*VY*("$)D\$\"2CD'R!0$`$D84-_2`.T M>C!N`4P`"2R8E\VM3`(;J&$2>WCX45:^6YTA%:;NFP0A._V'#JSU`FB^6_@8 M00M/&&`/7K"!T;=`Q@W(0L,0$V/.`JC_\#TF`5AKD9('XJ4#L[!H0FR;! M@31T=-)LUZW.,@^,9,)O!EDL=%D:1H#V?>Y7^FQ!#$%5)N MIGX`;2#UX@@P`#G08``FV$"7`#`Q#!`$93`!.J`%[^(!$>`&:6!%:0`'4#``9=`!.E`&`X`Q M27`#*-`#<9!DDS``?-`#)`<=&"`'/2`N?I`&IR818:`!"B`!XV8$8+`&9V4& M%'4/2"`!1F9D!A!;^3`#8"!H(54&:W&!HR,`A5"(L;`"->"'C3("6!`,H?," MWT!&J+`YN;8#E@,%&N0#>W,`"6#_,'?`"'?@`UA@,`?P"R2`!7TG0GV7`5"P M`R1P``X`!>1$"=B0`'OC`W=``EQU`)8C$7=0!&E@!O#@`"C0!\9``1^4#U4@ M4PE@!1WP`VYS#R;@!8YH`&F`1?/0!8:H7&#P!B2X!W>X#T0$0QPP`8'$$#RP MC?B`!__TC0$02\)B4H#,U`#,3(`,U M4`@'@`,Z(`<`(`GMPR@NT$!91P`=\`$R4`A"`0#_<@'Y8I:B>5PI,`$WL`*> MX`(1\V24P`4,L`6H,@F*6)#DL103\"I"D">-8@`XT`4`\`82@/\'DED>WK>< MS4D))C`'TEE/N!&:UUE<,S`UP?@'H"<9->``07`">-`#&G``0(``(/672^<) M.L,H>``'+;`#DE%68*!2=!`"IH`-=`)4%`# M7+0#"1`%83`'#O"SI:K,LU`GW`*'%@&2,P!'OC"5XGK0N!!7!FK=`5!+\1 M!YFG`*@:KN;J7^KJ"18``"B``=#AK@U``5,@`>^3`F(``>-C!10@!1K0!D+B M!05`F4!B!!0P5#(``6)``<&02Q\@`36@`EX`J^_J6_$Z"0[0!T9@`C9@,NZJ M`;CA`7S``P'P`VW`1CF0%XS"`A=``HHI`0:@`WJP!$9``P4A:Y>"`1<@`B<0 M1RF0``7P!`2Y_U_.)6,=*WU04U0GT`#N&J1',!8K,`0EX@`"H@#W\@<-L)B] MT24UD`:XL0`%$055=00N4!`*L$P#]ALTUK17(!O@.@&;X(ZR9WKUM([U&`5# MD$KQ:K9_,*.4P"L;:UQQL%;2IP+JW M10(M(`='Y5%#D`9E``0D('-\,`!-H`-LD)$E`&BDP&$W!J%7`!04#_!%O00S9``1$BC2D`!K04QR?1 M!%#R!R6@0I-@!RT()&$4`WF0!Q\P`4;\O@I0"PP@!V)``""@."VP.FJ`C_\7 MR!KP"D30`XYP`9CV!S>P(`0P!"&`5QX`%G/`!T.@7:B,$0T`*3HC2>)QQY,` M:W+7F[#`!>6)!V[@A6+3*VIC'G7P!(0B#RB"4GZP`SS`!UQ`!S0@/2602K)L M&UO4S2D!!?%3N)`+"U%0+?-0`C8@/T6P&Y,@4C?@`4],"7.P>).4!C;@`D`2 M=2X@`4JP!7A,"3?0K`9]$@_P1N,LB(Y$J_)`!JM'"2J@N$80A#_`S;D@`YQ$ M!Q20!)/W"7&'!&ZP_Q.CTP,:N](7$0,TX(=MF\M3<$Y%(`'^,M`<<$Z4<``_ MH(]_\`(1G0#>`C`>H`%>H#L`4*$?X`4.0)1%P`!QMR4T@@0V0*Q,C1$CH`$& MPSFSX1N>T`)[(`E&,*\B^3X@<`2"8`*0$P!EL#]P1HB\`.*>M<5004N8%KC^UCCO)O)!@%"\((4;1!K,`,9 MX`0>$!#[2@D5L`5]`@.:*Q" GRAPHIC 50 m62094tom6209438.gif GRAPHIC begin 644 m62094tom6209438.gif M1TE&.#EAL`&\`>8``):4DKV[NO+R\>[M[*VJJ9V;F::CHLC'QN?EXX2"@?;V M]:FFI9"-B]72T>/BX79R<5E652TI*<[+R'UZ>45#0\'`P&5B8;BVM&UJ:5Y: M6>KIZ'AU=$U*2FQH9["MK%114=_>W8B%A-#.S*">G'%M;)F6E%!-3+6RL3TZ M.28B(6!=7#4R,L"]O$$]/(V*B8!]?.7DY!42$L3"P=S:VCHYK.QL=W;VG-P;Y.0 MC\;%Q(R(AJNHIB`='4-`/HJ(B&-@7L[,S/3T\\W+RO'P[UM85WMX=K:TL[:S MLHV+BQ`-#E-/3DM(1\;#PCPX-C,O+RLH)^_O[R,@'X^+B0@&!PH'"!(/$`<% M!AL7%RHG)QL8&/GX^/O[^_KZ^?CX]_3S\OW]_3HW.&EG9____R'Y!``````` M+`````"P`;P!``?_@'^"@X2%AH>(B8J+C(V.CY"1DI.4E9:7F)F:FYR=GI^@ MH:*CI*6FIZBIIC<3+*JI1!VR)BH)4Z^/"EBR9SXO8*D>"[BE?`1:/&$/-L20 M42098;(/2LV:`35&`D$WMFQQ0$C("(E%&`"0&`2``1""NFQ9 M(%%BF0-1!)7$L(6!@C(EI?1`Y"#`H!$7ROU1`&"C1`-;#@`I-*9&'T%HYISY M4\6)TRU2*$9A`-7*G@-.BHC90@7!H`)[!AT8X6'$`0,L#J@]@$5&G@-D_]9V M,>1G3H9!4W(P6'"!@(<#80_\9>%$+8BX1=2F?*NVQP$6!F2,G5O(P)PY2PHY M`!H4!Q(/,OCJ1$*&@),%!T`0\`MUP0\:%V82:K"EB@$G#*B2'J&3YP(&G$DR M..`HP1SB?QYPB%*FS(@;?QPX80-!AH<"6RY\K3W("HY!14JVI.IDRXP_!,3_ M'#IDY18(#P?5X""(S9PM@RX@'R0RAHH12\@@'A586..`$5G,,8(@>%CV`"$6 MS!%"$G/X4<$$*_C!1`TZ"-(&!A0@@(8;'B1@1AQ7_%'$'"]40(89!E0Q!P<5 MK`$'#X=\8(1L2)@A!PU_X+&!&PU@H*`-1\0QC/]8-;0@2`8S_D%$'WU44$$? MML2`004Y<'"`&15H40,`=.#W1P]S%#%('%RH(6$'6I0PAQ-EA)`#'PO,L0:9 M>B84'1PUZ$%(&1-L,08*;E2PA1T=3$%!#!4X00$' M0+@!QQ.#?!%'##A8`,<#D*[0(QQ?!%D$'`U$P(2<)7!QA`"-&'>$%W]<`%\! MBB&0T04L/_CG]0JL(@%&A!KB`EF+'!%P7PJ@$*9A!0`0-T6..' M#4O,@4(]?S0P1QP&"()`@@7.$88@#A#P0X(4J,0,!!%XY84.9@0PPQPN"")% M%U+,484@&\RAA2%&P/'"(&+,D<)0`$3P!P-S5*R!&V:H*<@!1OUQ@AMQ5/N' M&_3]\<48>68V`@<%7!W!&G_(`,\?QGT@Z!]W&3J%`!D8AQP),MBX?&%B0\1Q_!)!##H*D8/8?/P#PQT%`WQ6I"8.$,$?+"=0P"`D(`##' M_Q'$*5"#`!O$"<&B1@=!SM##`DQO M!P`H@_%FD((,P.L.6\#>#I(&L@K%+`P`H`(&_N`!JPE"`#J0PP`(<08T'&$% M@^@`#VJP!A"4[0],F.$?Y/2@M]5`#CJ(@Q:L,(@U\```#.`"'@J8@A!(80R# MB$#+!M&$&HA!#FY3"?($(;X-`,`""[)9'140@SY\K/\N+B2$%)I$@Q4HZ0]U ML>098"##U/UA`7&@`!AJ$$-!0,`-?B($&I9R!B\2;PY2$,00R("%`1CD`@F@ M`QL$00>&50$"@IB#''IBO#^@(`YUXV(*W-`R"\2A)VA@)09:8`0>I&62?Q"? M*R!Q`33`80Y94%,7JR`GT/UA"``HP!,`X(8L\``)08"#(`:@A0S$@0J$(,,< M*O"V.>0LF@=`0`VT`(`5S`$>783`"RQ@Q$$,H`8Q.,,:Y(`!<`V``AFPP^U4 M,((?*TK`:FA%)VB,##_L"%.;@2;BOX:"W_`($Z M0,$0>ZB!"0!@I!6D1%2#Y8(9>%`$@YQ(6LRL002.\+R;*95S%##2#OY@@PQP M\Y=&B``"&PI#\(8`\">$$$#C6`KU;A M51TM00QRD("RL2`&*/A!'`1QWP"@(`+Q^0,+%MK0>@DB!@<00`UX%P<;/"1/ M*-!!_PP*-`CS_1$`1:!90&%PAB,\1`MSD-X?.A`'.Y`!!7-`@SO&B`LOQ``" MLNB`&8Y`D0;(008Q*&@9\B2].6@#!*#3`PY%*#B'[`P!Q4@8(/) MNYK]2."A%9C!JG]@X#A])H@.0/-5+4`CVN!*A"8S20YX@!(S"$L?/7Q-`QIH M@@ZVU]@_*'(07MA!#9)DA^']P5#[PQQQ1C`,F_U4$%G(@4X&7(,Z$R)/.I+@ M"^9@DRH,!4JNQ$8?H@"'U4*`QH8H``\Z(`VZP2,IP8PF?4PPARN8`0V#H(/9 MP+#F[?T!!(?F``.H``<:9"$`=.!>#:"#`;(5;0)SR.--)/\H"!ET8`(QE@5F M_R"%NY@W46FP'SWG<$%!<.`((#"`V5RMA?W^(038K,$<3B`6AS:47X+0004W M`%4/"&)%VJ&!@746!W`7(FLQ4/>"6'KH/]2A0UJ(`2O?T`P?Q.`.@X!`2VOF MI%?!00AYZMG&!&&")WP@=33@'30Y0,4V0!4`3RZ!AQ*@;4&@"]8,VH`)8<`! M-T"\`VNVJ-G&_`@0QAZ$`<.@$OBR&G#`K3GRCAJ M*@:>IETAVE"'?1,`#O31(`GR(`C_P/\9>0R!=Q\XA[@I)%L0=^A`#SB`D\M@ MX,E'0%P-*$+M!0!@N7=@R!P"+;[]-*(,6:"9C(:@;2^8806!YL`.\O#&.[`4 M>0UP0P`;0`<=E#W+1/]#$^9`90&"JP80N$,,9IBG)8E`&R`,"YY3X`H0U,$- M?Q`!',XP/#K`FJ8@X8,A7S&%%/C[#WKPP?@:0(,8"*"`/T5VP>8``0E0(0P? MH$$.`LA%_]Q@!S'@`U@@*@F0!Q)`?!(@`RFP`>B"128`![8U"#0@1Y-F/`^@ M.#L189E5!1<`8E_S13Y0`VX@`EQT(@!P`UIP!!(@`1]``0M@!CX@`6=@!V.$ M`&J0`A2A_P<04'QI(`4`-W,0&=)@!V%8,7X`8$X`(.)0$V$`=.H@%QL%H%(,.=P)BL`+UH`!0,@A95U[ADF(!<`)R4%GHXD!@J`,K MV`)R\`4)D`*"(`_(\P9'("AMX"@%H@=YT@'QP0$Q8``2T`%H!`*=PD5PH`42 M(",VX`0=<`3PI@<7T&\7,#QX\`8I`!UZ4'4CEHQ70`!FL`8"8/]D(>`$"0`' M^:(*)8`!'7`Y1"!>)A!>!=,!`T`&&6`!*D!O$&`!7!`&+,``%F!MY3("8A!> M%K`!*M`$>*`!*A!>-A!>0!`-3``!&$`&-R0`%D`!/X4^X24&80`!(/$'-+`! M:0`!#PD!`$``$/D/-)`!,QD`)QE>+N`^A,`*//`!:"`&MV`":``!0_`''VD!XC64 M=5`V6F"0!``&`O"0*N!=9P$(!0#>"0 M,SD";S"3>P$!=T$$P\"3.Y@!60D!+2#_!E)@DND8!;7T5'V@`BS6"`%0`@\0 M7B6@`%/@!T`)+A=`!3U9`5_PD6ZH`)<7!A90($OP`AF`4%``#3;@/EXP`130 M`DS06,4#`4!2!39`!2I@`U40`O7E.U+"!1A@`[TB"$T0!E2P($/@!R]@`P-P M!Q[`DYCT!%+P3!9@`UQP-0KQ!W>PDN9@EL2@`3>D"'?@9X,0DI;@`'@08'PX M".YI7K>F!U,`#)*`!Y>9"`,`!*PT"O'QGXG@:.-Y"`)@H`G:H`[ZH!`:H1(Z MH11:H19ZH1B:H1JZH1S:H1[ZH2`:HB(ZHB1:HB9ZHBB:HBJZHBS:HB[ZHC`: MHS(ZHS1:HS9Z_Z,XFJ,ZNJ,\VJ,^^J-`&J1".J1$2@A)4*1(FJ1*NJ1,VJ1. M^J10&J52.J546J56>J58FJ5:NJ5^J5@&J9B.J9D6J9F>J9HFJ9JNJ9L MVJ9N^J9P&J=R.J=T6J=V>J=XFJ=ZNJ=\VJ=^^J>`&JB".JB$6JB&>JB(FJB* MNJB,VJB.^JB0&JF2.JF46JF6>JF8FJF:NJF^JF@&JJB.JJD6JJF>JJH MFJJJNJJLVJJNZ@EWJNXFJNZNJN\VJN^^JO`&JS".JS$6JS& M>JS(FJS*NJS,VJS.^JS0&JW2.JW46JW6>JW8FJW:NJW^JW@&O^NXCJN MY%JNYGJNZ)JNZKJN[-JN[OJN\!JO\CJO]%JO]GJO^)JO0^H$_`FE7U!'^DH) M`T`S`5NP!GNP")NP"KNP#-NP#ONP$!NQ$CNQ%%NQ%GNQ&)NQ&KNQ'-NQ'ONQ M(!NR(CNG0D`"%$`!9#`#+O`Q7=`!+:`#:M`$_-,!:]`!#[`X?W`#(2`+$^", M'?`"#Q!CO\``3"`+TL``9:DW'1`"(_`"88"<8)`&LF``4V```RH(7A!)A"`` M,98`'9``#(!E'G4X@D`")>`$!C!&40!M'4`&;-L!+O$$LJ`&&."2%RL&O-,! M"_`!<2`IY\8[)/`&";)%-_`_$C((AG(9+H#_!),V!SM``4DQ!VD0`'/F,P]` M0BO@`$_@!'UK012!!'K(`RJ01^XV"#9@!E!980NP?#XE5F;@=8-@`4808!=` M0F*C`$\`ACR0!#[00U9S`^IS*!Y@GA3K37/@`Q"'!V$C``OP3H^H(N]41Y\/0N-)S`WWK;T^0*#KP$`K@`V9@0D"3 M`R&&"(F"/&"P?':P'P?0M_`K",AV&3\#!EE@1'G`:J,7'2M``79KL5\@OV;@ M9P[@!DM0N<@B"/+K!C(+3Y=1,2-P!.H6!^>AO3%D-CL@LZ+G72-P&<;S!)U+ M')%2`_8V"&'P4'!T_QE:T*^$4+]!HH=QP'\R-"KFF0!9\$Y0%@'U(@`@-@700B^VV,/\$X;@P(;P+H5(\(L$`?P^2H;A`=42_J!L.'L%YSX``I_'B"H`$\("MS@$B"D``<0`*7 M\6L1L$(*,'87)0<;E[&1LKV;=1D#)`AB-0?\XE"BTLA(X,7UP@)DD(VO,`A4`=[7$V(PP%WT%/C MDP.(5,#3.SX!=K&1O%J#0,7;9_`#FVR>ZF8&WG4<\#,']K9\8OS)VZO*JK,!`R`C MQRMQ<_`!$&>&<[`C#J!N.8"SA!""*6`$ZG:XA5`'5?P']?LU+Q`'-;`\#.JP`A#0<2`;?S`%3I`'U`QT0J!N'``=I"-Q M9I`O%)V]EQ%#+O4`&9`'O01,,M"W"I*S?6L&)GPS'96S&P`&>``!:#`&!Q`` M=@!/Q"O358P'/ZTN.B`&!Q`$5M"W$5`/^NQRR\?_;F#PSS/0R3=#`'BP!&C0 M`B0XL5.@AUE0!BP0`C6@<@*0%$<(`Y2R!NE`(`LLV-P&6@@`B*` M;AW@!9=<+TSP3C'@`3#0MVL@LW]@45DP`@W@`5J``GH@)T5]R6;"()7;`*4% M3Q>`+NOT![YK1#SE9V&S(%/0S238N"5D'"X]L4*@7G)@!W0@GCNQ`!%@!S%@ M!"4`'4,@:T<@/6C@`$V@!1$@B$:@!I"5W_Z=!030`?Z]`E%#`L2U!FR0WY`% M)#`@!A$@!V9@!A8@`"(@!W3@!J"S`740!W0@!P_ESUF0!?X=`2^@`0$061%@ M1`PP7$9@!RV0`EF0`B$Y_P`M4`!$D`5ND`,1P`,7@`+;!%D98%%M6;$#L`?K M.0A@$`7)'!9Y0+"$@`=@P`?WB7Z(D`>_MSAY_0="$`4#0'A_,`!>L`?U8.0- ML*"%H`B$7NB&?NB.0`,\@`81H`-?M@-KP`P+H`4ZL`.:N1]#H)BBNP-P-0E0(`LD MP'F(KA`#0,TMD!DB$&87``/S400N("J^;5Y5("IPT#J5T(>706&CKA!3T+?0 MU&4C-P<8\!!`$`.=?FMZZ!"7\&1SH.N[+@H:```G"U<]8`,),`((ZLJ_/F+0 M=/_)*C`4'W#L/4!"-0"?@Z`!'4`!!W`'36`E;;`!)B`;7I``+4#+%`8$&+`! M^],$!I``=V!)6?[LCU`$/'`$EJ%HWTN:-3#=P$=_:01-EG$9.6`!R8SL\2.V M?^`#.:`#)`04QPQ/8/`$(#8![OPUZ1`&9I`#"O"_]2N*%CKE[HHV,5``[U0% MDT8'&Z`&0-)N#F]+OUX%K#L'%(!7-7/7RCX(02`J9_`J'Z!!CFL0O8-L<:`! MI3P"&H0BCF(`_^,&.[`#1#^A+(`!.[`":Z`"#,#.[1H$%J`%3W@?91T_:E#! M;_A.V]Z0?V`%>CR#ED<(4=!31[]D_YOR.3 MWR_P/RAWU`^:!AF0`W4``6K0`AY\!NG8KFT`)?-R'^?VTT7=\-N.@$^JW9H,0 M^Y"7=06PQE"P_(B8J+C(V. MC`X1-#!80M/Q`A4&$#`@F'#BW\\5+%(0`%US!`L-`0PI\@%B"4G.`!#P@J:""D M^4,%0@L5`_J=&F(D#@`-C@;(82*TJ=.G4*-*'3E5E`(]B()6]=1CQ9P6!3:% M,2-@J]FS:-.J7//JW,#I0`P6BB)!#!'K:$\41.N#_]H<8=/3!YZ,A M(O!G*'=`,$<1^("AQ2]`WM&"$9U!*FJ``DP*2A4QM&"@/0G,8001ABQ@1`=> MC&HK@*9Z0D`,:/!RSQ-QS*&0%W7(L<2M(O*AP0D+.+'``C2(F"LG#:P10T;W MW!#&5[7^08`<7#"'K(0@V"#''#&,T^`& M$"!$(D^T>$6$TS;"0!Q&%)//`W/4^$1CA91A&3*!&53<_PQ@$Q'8<0`G+>00;8`UN-$(""3D$(,% M-N>C``]S:*$5"SGHD+;5\:W!QM:=U)$#<`"Z,<(0`V,<(0('"0"$7"#WP;!0C.X(0(<``"LA/(._/UA#V&H M`U,JV!T`Y,`"W0L%`.00)^AHH``,:$$*6L'".;!!!7[[P`8>8((ZF"$.&9C, M/;P`!!E4H`-SR,('QLB-+#"A`O_C870V@`(G["X4?HK'!P/@ASZH"P()B)HA M6K7#0[2A`CIXD"@(0`S,T\9&/7`$$?)`Z-1XG!1386"E0 M((="\$8/1:""W^`0@8LH$!$&F$.)$K$`''A"`T5X00=:4`YRT,$-*:!#"CC` M@0Y(;`=26$`!4I`%-&QA"V,UTSQ).9X@YPV$)N;D""8,V!`C(`0R?8IL%# M-*\1>R`!"N(@!R/0804O*(`2O.2(%V@L=4*0@Q9PM(@!Y&P.*SCG0DU#@@\L M`!4[H,,;3>.#96Y`.`K1X"`@!P8_UE83<,!]0V%#@K91!`^4(,46.!% M>1G!IN9@`T^*(@]JB`&&%/&$+7"@G738@`&4)(H!**T'?S"`$2+PT4WLX0AP M*.MD25/95$@*`YR(`@]BP`0%<$`+#V1+%W;03BX48">EF,#%$)$'W?ZB`Z$J M!0#BD*4?*%-?GB!#VX9;FN*BX@X\R(!D&^&%%O3!"ACP`@>,@%NUW"$!P>H# M=D_AA1C`RQ!EJ$$-.N"`Z*("+@P8PAHB0()0M*`&@F0O9N2@251$0`U*<`0" MS%`#`TB.`Q%`@%I&P+84T#85D$/O"#)0@:&>X@=Q`X+.5)!&3K0*N1K&#`?D MB`H.Z."M0-M!#O_P9@@.'-@L0A"#')B+379H5[B.N,//0L%9,>S@`RWHG"<8 M4(.'!?DR#V"#^5#1`5`UH@QS2,!\_\`!,YME`"B81#_O,8(XL,D15@#`"&88 MBAA(<)DWF`!9V:0@*?2(+25D!5 M?(#@".Q!9PK<``Q&Y&$#8>R#,T,1NU[K M&A4(Z$`'+-#+,>W#!G'HPBF8P+8V'F`R>V@<":R3","@``."X4<)4*#_XD,H M`!DJT'0^I+"T13"!#DS(`P)2V.U%_``-@\@`4D,1I^Q1W*,%B`;"#KXB9 M'4VPPPY*08"10B`'ECT$#FJ@A<[A80,U^(`)=@#64XQA`AE&1`G.]59/D78& M%4^%%>8PI43T0`N/^0,6S""S30S@!6I(P1PBD'1.B*$&F/KX.G30AP'<`')Z MQ`?.MQH*!8C!""MHW!K.D(@\8"/2AB"#&;0`-SGX`1%1X`+;/V&`-;C!@XGX M@AL:]-:`F0"?_?""TGIK"""LTQ`0B$,(.N$`+L0@77-PGRDH4(,0)08`8?L`-P0`)* M0V)S@``Q@V2?8`5Q<`1,M@D!T$"41P(/D`AHD`4#9@BI5%81T',-4'(M<`22 M(P!L8`9GL@AWP`:?4G5[1`=`!7;<);X"$&B&& MA?4'7(`N9V!ZB>``(0!LJL0`_=4JB3@*"0!V5H@*;L`#````F`(%/,`#'4`% MO9@$-2"$J%`!/(`E6&"*B'`!.9`%_30#11`"+P!FB$`"<.`"B>`$@7%#/!`! M]=`%;J!5\X`W3"`'*6`&/A`&&_<'69`%*!UB68(49"#XV`"%7``ZM`$!\`"+P`!?1`#?O8``.#_ M3-R`7J7P6Q"`AK/H"5A2<'_0`"=U"#V0!%D@C*@0!"1P12BP!570!!6PD!70 M`S/``S*U!1'I!CEP!E1P!FIP"`/0!T;`4H=`!?ST!S"S?E/@!D=``'F@`W"` M%#?``WT0!EJ0`&:P9X`!UB0`SSP`@QH!Q:P!63@CZ)0 M`#H0BHG@"VQ7!#H0!W9P`AR0!3&0`[M$8N.0#'B4?8F0!:EF"@20E!]I"C6P M`T:I`>(7`'F0!%J``UMW"$`P;J7@!)7(1)!40,&(`C90<`\0E(80`O"@"!D` M!SY@`#J8!\H8`_4"!EE0(B]``@U@`4=@`7&0=GA`_P!PT6&'L``TQP(Y*(9B MX@-S8"3L(`!TD`"/H%1;H`$N%0=58PA;D$C<:0(DD`#2V0AZ,"BGH`%FL$J- M.0I"H&!D`#T%,`C?.`%18`=&D`3*,D*^EPIY$`0'<``ND``E``T6,`(\B`AU ML`*'``%PT(9_```U@`8\T'M=(P=4-01P8`9_4`!V\``#4`,YT`):D`(L-01> M@6HYX&!_P`*[=`4U@`$UD`5I4P%?80\T``=II0B'$P/O(`<5.`HL4`.H20I\ M(`M!EYZ@\`1F$`%UP`.EEJ$[$`$B`&KK``TQ8*U<`%IH"-&VBDI,`+?&"4G,`'RH4J%(`%"K"8%0`8FW<(^Q:'IK`$P86IAO`$4M`!DO`5ASH*U8`"I2`#=:`# M84FIHW$!H.C:Y`#(P`#-F8(@D`'_?0$%;!F?_`$4Y"MAE`P M%=``/R.C5"!!AOD'-#`')M"HHG`'7)`#5)``(5`")5`&)I`"-5$=D6DK6:Q!P&``$LP!`V``"([LB1;LB:+`*M``"=+LEKP`"++`GYP M*2/+`CJ`EAZPLB1[`6D@`CC;LR:+`G00`T50LE.@-#3@LPB``T,@LDOP!#Y; M`!N@!7(0`49@8+(ELH*@`B4;L@CP!2O+`@.)`?&6[W66[T-8KV#F0R#<+W>^[W@&[Y_J:/> MVTAT`+W6VPHQD$OA2P=:8+TZP+[&6P?'JTO>RP/6*S%SD`-'<+UUL`;&R[[] MFP)'L`+)NP(4H`7QRP8\%P;E``'78[PK$`%H0`%&L`-U<`9:L`990+]:`%Q8 MH@9TL`-G``%:H`88I`4HT`$K<`0I@,!:0`%HH`.(P@9KT`']BP):@+\(;`): MH`)HT`)J8`$JL`;$RP&\Z!-G<`:SI`8MP`9:X`;7J@8F0,,=L#AGL`;"P0$M MP`-!=00G:`1NX+Y:@`9HX,-BO/\"MQ-6>)!]81`!W^<(((H(#,!"=<`%N9^:FQH_$$<)"=C\`#N78( M=_`$S]*D:Y$'%&`':\P/(6`&)*`)['`!-3"QXF0"R\:9D'P9*E`#/I`"*Z<8 M?V@7'FD*,J`#9L"@J?`#9I`%_M+'3Q6(E,?,HL$".`$:*K(]B`"67"9B:`!3?`"6;4"#2"PYDP9)4?0AR`!-3"LBR$`&,`R M$[")G,?_`9\W>/I``%>T!KS4`ED0+&MP!1!8T**!`V9`G(X@`S7@B(MA!6C` M2":P!170!?W:"7=@,P4`O!_0`+R\#PY0`EF82!B0`%]PS2)-&1EC6H^@J-R< M&#?@`2K``6;P>3K0`0O@`1>@!-F#!WB0!P,`!L$T`2]P,(A2`"A:U&AB`7,0 MQX\0IR%M&0T0`A!@4H,@!V:0I%J`0@2<`I]'#B20`C9P`0IGUE:"9T9`U(:` M0H=<&AH@`D[``!N`0I"-0B9@P&)0!`V0KH*-)A.GDHY`P8:=V:"-#U+`@O/< M"$I@!D06VJK=%!-0`RZ0V(PP!*"QVK0M%&`D.9O@5>I#W;9SN['!S0,D(?M\'D`'^G0@"<`19`*H//@K+3*E1 M\`:RR@C0$,H9[MYX\#F>%@1QX\HC;MX_$`?]A0@*8`,,:)X`7; M8M(U[MYU?`3]A03-[04J@&EFD(#P"N4` M[M00D-U8WN5>_N5@'N9B/N9D7N9F?O_F:)[F:K[F;-[F;O[F/XZ7H`$9S!?=T``).`$+-``;9WFQ@K)>3H'N0<&XQ4'7;Q=>6ZDS!EV MAV!_!R`$WY!VD;Y0"M``"W`!$1$%1<`'7[``/X,'16``5S`'$)@#LAS@V?@' M0W`!49`Z3R`"#L`S&N#=FVXE3R#&:_"@(1`LR*`Q?X`'2`P!XP"!"K8U)8`" M/N``3]"J3YW_2#C``UDPW/M^*PZ0`1$P`LK^!ZV">3EP`>3T!\E1I#KPZH9` MDJNT!WA`GA=_,W4\%Y_\!_M6#);B`:Y>#[$#@97(9`/P,3^%!Q8@`G4@A'SP MY"\O(ZJ9`6A0`W&``MNB+U[%`M`0`R7@%6'0.2@PXXB@5'^2`FQRF\QQ`RF` M`G.6]'P"!.>2`6(0!UF5+INB2PJ`E#@U!QCP(3!@!G)04M9&48.`!B*@-%\! M!AK0Q1N.]E6B`0V@`'<@!&U\`T*@``B`U<&,#+]JN)JI7P*,/N+D/R'(``15MX/BS#_N&<`??USD(H!4:(`#_L?G]_`=0T&,W*.M@,``*``8*$!$* M@`=@``@W?W]/"H5X?P,"?UX(4'\@@XQ>DEYM?P((8`J#E(2(DJ&BHZ2EIJ>H MJ:JKK*E?<70Q-71TL3'`>6#$$@90J.&0B"(E@<^0ECG$76(D`*./(4&5@0 M3&F`XTD:G@'^-D6P9$;1R3<1)$5`PW)-FC%Q$*FY>N^%EERQ/D8P`R<"GI1G M_FB)1&G+*5-^RUP>P/82*U.77YB!H\'BICQ=2I>Y2*7Y\^C3JU_/OKW[]_#C MRY]/O[[]^_CSZ]__S[^___\`!BC@@`06:."!"":HX((,-NC@@Q!&*.&$%%9H MX8489JCAAAQVZ.&'((8HXH@DEFCBB2BFJ.**++;HXHLPQBCCC#36:..-..:H MXXX\]NCCCT`&*>201!9IY)%()JGDDDPVZ>234$8IY9145FGEE5AFJ>667';I MY9=@ABGFF&26.>,/9J:IYIILMNGFFW#&*>><=-9IYYUXYJGGGGSVZ>>?@`:J MYA,T"&KHH8@FJNBBC#;JZ*.01BKII)16:NFEF&:JZ::<=@IA%`^4-\@-)3BQ MWP]YA#+`'J+LD>I^(#`0Q']`',`J*GD1!1;@$JPS1!!=QC"O`!W/H>TH;&\R1QK_Q32#L%Z*`T8#!Q";2@`]S(/N'!G\, M0B%)#QH-DR$?0.M+\@^5 M.\!`OTB_UT0-`,RQ02@&L)'M'`#\@0,*#E4MPPXI;`"'%")0,.$?R"1100I MJ+#'"Q'`+Q27&\0>LD4&S@7M`6Z(P-R<$(<5=$P',;B8OTK7 MGA?8``\Y.$(D_C""&KQ``R@8U@#,,`$!J*\#'EC#/>!@@#Y4X0;=J``:+/`' M#D`@8#T@@AP6H($:[.#_>:@0``J:,(*##<(!UPL%#&*P/5%<;`%`$%8._E"& M=Z5O?:%XP1Q$4(0Y^$$!"+`C`@(V@0+40`=X$(/`_@`&'1C`"G$(@`'B@`(- MQ%`$(##"'!V@`QZ`@`M5LUP67#`&+T"$"DLLA`L29!0HX#&08 M_SP"`,I@ACGT89J=^T,=,_`'`'PK`C:@Q.A>"4OT8,`-:U@#&^+`@T'0006# MH,*PSO`]?3P,0+L08$UL``,6L&".(0P!7-P MP^K^D(`P2B)@913%$8R`S1!`$*)O;.?7-I`#"XSS#S,(8QY*@((6P*&E?Y@` M[`P9/BV,`0LR(,`?#BJY",SA"7Z80P%&4`0"=,%R*WC>Q>962WTAP`Y9L,(* M1%#%;_VAEB0MJ4H$8,B?_B!PL\I"'P:1@6%!(`Y+^,,%,KD"G?YA`W$HP"#N MVH4OA(`.//A"`$[0`AZV(@AA@``$T#`'+90@8E8=!/\.XI#54(3A@088P@.I M@`IV2F(`"7A`#3R0A[/"((P^,,,-4Y"%023!#';(`?IBD()=C6$`?/V#7W_@ M,1*,ZI88W)X@,X9)H<6M!13`H\+2-E+-HBCB#;5FA3$E7UYA]^P%Q3 MU#$%>@"#++8I.PB0S[EPW,,*J)"\*/1`84'X+DEX,`<$@,`..N@!JT:WL#]X M,@,'*,(:#]J$'_@U`$B0`QRP4`0;6%82-;!##P:Q6`\*30!FB$/L\,`#,P!` M`+7TP`VVP"P#GX0+."9*S"#%/(8@2>THHX!&$0/)K:&-?]A"AR80PZP-PH\'"$, M@[``!](V"#ER(!0+$!8/!@K5`.0P#@Z#0PM*NP8K`*T&<9C#6U,%Q4%HX(&R MGM4'X!`')Y@U#F6@V@/[,$-&$``..1@H41]P`R0X)`/E,4$=9D@#.\!!6'-8 M`=52P*`!/0"")+X`!">(P!(5\``.!#X(*U1``U;X@P."$(2(#T(&%2"6 M%[#0@RU,,YY8&,%2_]"$D;,""!7@=0\J$(0*N%H#%?A"!:99"A8<%A.N'H0` M%F#J_^QE_.<9IR86L'`')`0`!DX`LQ7BZ008]``+5\VG).[@@RJ\?`&;\T(! M2OD'(+A`"C0?U04R'H`"/'P0,#!`!610'B"$_0](-X`4-O<'*0BMWVK20PC$ M@`9:XUVS,^B&%JSY=S#)8`WJ7%`#`*"'PHL)!VOXPPH.YW@6:H!>`!AH!&!: M^4[AH``+V`(8,)`"#5!@!45C>/`(L``D>```'B`"J>S5>48-X`CW3D$2=A"! M/U#``@%#TR`8$`$K4L$",5`!$^!@!BS6'E$;X(`,MC"$/ZRA]RM(@`'F,+9! MJ`][!3#"'UH0AYP_WU"<;0$`0)&`&D3`##O`9(MI.0?JXO]A"(=UX)L](`$L M*D`$$C!#>"`!>M`UYQ`;N(%#4``#D1YZS0'1P`!(S$(&"@`79`# M3'`#5\!@>[`&^Q,`MX`$9L4#)F!?*A@G>G`$*W`)U64X$M`!%U@#0"!72]4# MD@0$]3<(0%,"VY=X22@G50`',I`*W_<';4!S-2`'>#8'3AAK%F8U3G`]XL1U M81@G$U!E3T@]DM`'-0`",A4UL<8"&',VH^,$XM1G=\@F'8`&!>`"=O`KJ8!) M?O<'?M@5R#8#!&`&&Z``R3,"-Q#_`3QP`Q/V`(O8)@!@!T;@*WR0"@^@`T:@ M`Z8X"`\0`7)``E#`!$?``Q&`A%:@`W2@`Q'``EB@3%H0-:>8C,JXC,S8C,[X MC-`8C=*8"*TXC6M"!`S``!CP`ME(!B23$DQ@!L>%"B7``%7@?'^@`%7`!25P M!=GX`GP8"DTP`8WW!P?``"MP1,J%`A%0`&>3"!80`3N0!*(@`N[S8]88(@/P M`L0``![E#2)@"GJE"G+%`(-P`-\8,MW`4:$@2#P0>T)D`8\@"@*0`C6``W_` M`AZ8.EH@`.'%;<^$"3R0`Q45`U.@F,@JV:`;H8UT7PP!N(`9" M,`0.\P5B,"Y*4%7I<@=%`P`]Z9,AT@:M-74YA#(:L``)X`,WT`074P%=T`4$ MT``%``-Y4`%E@$9_P`<@@`0-T`"8-`)4&945A6N+"5LWQ85Q,)&A4`41D`%T M(#GJ4S,K$`,5H(B"!``&P'#2=0:J-0<[\`09*9<=<@-KP&\=-4Y`L`):8#!A M``#=@`9:$&T/1`)D]0)'D`(L(`+1=@4DH`-SP`.5*`D<4%IR@#5YA`3>HIDH M$PI"4`,78`%>F9*2Y#NI%@H/L$:A0$^Q4UJK4`9C!+`0`[DB=8IL`#+Q!KIN("61`P5TD"R45- M/.":*A`'*U1#<\`&BF-]M(0UN^1]``4Y`"*R`L*(!%*H`&/3<('A`'FR-.KO5HLPBC'$*7_'8'GN0$%)`% M*U1R,A53'`Q.Z`#>@"EG`,'\0@!1(5MPQ(& M-6!VW=!!?^`#*U!]-#<&.S"10>`,@X#_-S*FIAG2J?S6143Y`'-@`RW!!@90 M2W^P!^HS"')E7U&@`R;D51/P!_3C`WF@!!X0HDKZ!V,*;O9X5G]`!8H:"CT@ M1C@ M-6[``U$P`+W4`E`P!<]E`;/9`48@""[P20[`!D8`!%[5`F=P!A&P!DF0G!]K MDD2P?6A`!B@0>>:J(7[)`P+$`V%0!*(B`\(8!H(P!$9H`Q%024MU`P:T!K'3 M`Q&P`B@``#"@_P,ZH$0IT'R#H`0K\#ZX=E=_L``Y\#X?P`$1P(\P*`E,H`.2 MHP<;$`%9H`5#$`37]SYJD`)C`++O$P,1,&AXX`-ND`4F@(XM"R1B0%VI<"LH M,9O4U#2BD`[F8F[F:N[F< MV[F>^[F@&[JB.[JD6[JF>[JH.R1,T`(FH`5:@`)AP`'SAPHP$)!,X!]-L`9\ MFQXR<'HH4'VJP`(3\``D``"FU@0=D``;,'HZ,)*K4`03X`(;4`9;0`:%FPI= MT`);.0A-$`(0$_1&`$/```7PP4`D`$F<+VA0`,-``,R%:HET04CE_\&R*@* M)X`^'A`#2(@>"J`#%G"Q^XL*04`"<98`@C`#M20&`\`!,8"0JM`%9F4&6Q!J M3%024@`'HR4)5!`#2,D*('!!S\4`!\7A^ZK.]:$@&%$`&`#2_P'%`<#%1"FH8!Q M2^QH]=<$)%>4J-!%<)5'W8G'*L=RH5`!+C#_"N(4`X/@,+$3!$_0!)1P!Q5@ M<8+<``ZP"`(0IBL7.%&,R&%W6$#@:@9#J2JH/H'\!PV0!1A`!CF0`HNL/C:` M!>*$#'%`IOUK`BX`!RL@*@B0!6?`DD4`-!.``1>3`:!G!V(0:US0`2EJ!!6E M`A]V4U7`:,B"`$:0`1A0`VB@!R:3`W(@+/4+`J^+`7&@!5/@`7[U`5N01W20 M6::P!TR&/@M07J\E/I(C!D8@4SR@`%A@!!B0!73@Q`,W![U7-X;C!LJ@T2)C M`G"0!2S``C&P`SL6`7"@3GH0!A%@`M$F.;@C!\O$!.*30W/P``L@/F;@,KN\ MA8.`291052-:M0HJ_TX[@`=X\P)BL$DAL`)(&C=;,`43DYMEF#H&@`?\R``7 M&P-0P`%QX`$"D+!_P$YX0`-5HP!J(`?@(T@A,``R"`4'$`<^/0@;8`0W:3#V M-3IOHP`3L`!I?`I510)>8`*X@9) M)0"!I043H(LV4`28E``)H%ZWEP9(0+!78`11@`?VB@!4P+;X4@-8`-4VL`19 M8`0(8&%ODX3J`W6$L(N#(`4U8$*2T$NQL$_@#=,\`%9T`$=L`,64,@:``"O M+2RYJ2_]"0!14$+.[=P(P`$U,`BW7=;K4S<=4#@:-@>1-P>_=I3I(@G7-_\( M0U`#D3 M@[`&.D#>@V/>3>`-@[!:1J``[%VL?O<^@X``!_4'HU/%K5!:$:`%4_=<"``T M6RD`1;.[)[S@ZBT*_:E.6.`VH8`'#"`L$=`#YHT``NE]Y"@R%)5+E!++3#_`'@``6`(WC*0!Y*4!W&S M9E5U!7>`V6(@`)$T!$QN?2:D/M151QT@!`N$T'/```GS:P$3P!?S-LR#:W)% M/1J`MZ@P.G.0JX,P`!>#`+7$`7IP!Q^@`_,B,V/0`IM\#W(^!^K$I"C`"0L0 M!K'7A@E01PE@TF:@!`K0-D(09X-S!RV`!7XU"+P(YG.@Z)V'!'R\`W0W!LB& M!3J@GI*P!.JM`YBT`@Z`JCM``]T@!R,H*H'%`_0C,+MT!CJ0.C`+.=[P245@ MDMA1`UDP!>JS`RC@,3N@`1>[`T6P`V9P`V@]2QX`!U,5W&90!UA``D:0``40 M:PD@!#TPW%&\"@I09Y`\_PAZ4$L(X`!Z[@9F,`6U!'\YX-MB.@?P%`IRQ;"^/(`"'Z`%":``$#"")@`(!Q,1'!E4/!%A8!0Z"W^/D)&2DY25 MEI>8F9J;G)V>GZ"AHH\#"I5X>)<*`ZF3>X\(CWM\CWE@D4J/>K1_>J:UKY0# MP7][>8\"=Y-Y",>0>GJ/?*V>Q'\*K\X*",J0"`.2S'?@D7L"`I!W"%'(`EW< M?\-"P4*EY&!3-*9@"%X">`@0H`.C@=>H@P@3*ES(L*'#AQ`C2IQ(L:+%BQ@S M:MS(L:/'CR!#BAQ)LJ3)DRA3JES)LJ7+ES!CRIQ)LZ;-FSASZMS)LZ?/GT"# M"AU*M*C1HTB3*EW*M*G3IU"C2IU*M:K5JUBS:MW*M:O_UZ\('6@`2[;L4K%F MTZI=R[:MV[=PX\J=2[>NW;LWI2Q84&3OWB:3H(R8,(5ACPX-'MX)\.3/C`4> MJ#T*``/2`!D+0#SR<(M2`\CL'D$APZ+Q(S!=%A"Q-(,,#DE>?D2:T:#!!1J% M;]1N`,8+WM]SZE"(,^<,FC@=)E&)8:8A@#D)'.;98B3*B!ISYI!`]^<-G1H5 M'BF(D-U,D#\=A2P9[LW.%`%15H]@<>3530Q"\X%`$#`%V\LL<7<$;A@PS@^`G% M%TCP<8!IFT8`0/,O#!1!T9VP0B8\E2")"#*\]8H(15E2R MQ@Z2F"H;)`K,\4(E`ZPQ021LQ&%G)$>L(8D8=BRA[;9S"*J!&1PT4,4<.MQ9 MPQ]%S`%``^01@`(*?V``W0)S7/#'"W-L0`,/`)9@1@YI)##'"`.TP($&5PC; M=@PF\.!`"A9PAXD6#T)R`8HF``%)`G&08=D#<##`+8P!_[` MPDBQ0$"_!$"![?W!;``(5@*PYH([X.$&IIA#ACY1@SY,(@!=@\0$QC>)%HCK M$3*80W(D<04[>.X11,JT`0;A!!(:X(CB([AH6F,,5$J`".)2!!5E80P(V MD`,J]&`%,2C#!G:0ITA$`0!!`,,$C)`$2$0O%I#(@!TL]H=@D6^9<8'"#B(` M!S8X`DLM,/]#'(!D@Q3([@\SG8,1HJ.!%L3`"*)4@1SMY1`2T(`GQ MV0VH<$&'$,`PS'B$AA7XD04"#,@',!@P'@@@!@50L`U>"``!2LC&.AX1!24, M@!P:N.TE[K`#(/V!!D1`@&0&$!`$1`,/.!@#&!\!!R=$8AO5#0@?PAL0/%`W MO-9XA!!`(('ZW2`@4:!&$10+B2)X`+7X%04@*]+/^XQB!]G*KX`G*X@82B["&-\SAJ@0"`#L_ ` end GRAPHIC 51 m62094tom6209439.gif GRAPHIC begin 644 m62094tom6209439.gif M1TE&.#EAJP&C`>8``/O[^I&-BLC'QX."@K6SLJFFI::CHJRJJ?+R\;V[NIV: MF75R/BXD5#0TQ*2N[M["TI*-73T<[+R%114<'`P%E5569C8GUZ>7AU M=&UJ:7%M;.7DX\"^O%%-3%Y:6;"MK(B%A)F6E#TZ.:">G&MH9[BVM&%=7(V* MB0T*"R8B(M_>W8!]?.KIZ#8R,M#.S!42$DA%1&AE9='0T)22D3DU-<3"P>SK MZAT:&MK9V,K)R*.@G]S:V=[=W,/`ON?EXT`]/#`M++.PK]C7U>SLZ]K8UH.` M?M;5U-;4TI>4D[JXM^CHYHJ(B!D5%='/S2@E)>CFY9./C\;%Q>3BX5E9*1D5-/3L;$PDQ( M1UM85D-`/Q`-#HZ,C/3T\X^+B?'P[SPX-S,P+^_O[R,@'P@&!PH("`<%!A(/ M$"LG)TE'1QH7%_GX^/3S\OW]_2DG)QL7%VEG9SHW.%E75____R'Y!``````` M+`````"K`:,!``?_@'^"@X2%AH>(B8J+C(V.CY"1DI.4E9:7F)F:FYR=GI^@ MH:*CI*6FIZBIJJNLK:ZOL+&RL[2UMK>XN;J[O+V^O\#!PL/$Q<;'R,G*R\S- MSL_0T=*V$&O3U]C9V0@Q1M$52>%20W>Y#`4)VNKKC"5R#X0-`GB$5`)'`OGZ M^0V"/S8"OMC+1X7!'P;YE*"K@`<$`1("5H"*`D..!1AG%BRQ!2`*$#AP(@!Y MP>[3DAD'?Y2\!6'.F3F$PLBY,@B*G"!^@LBQX@!(#3$UXNCXD\#.DQ`.Y#BH M(8?.CR)TY-0`TA3$$SEOY,39<$@"ED$_+@@19(."V;-1*ABR(.=(`C,S__]@ M.4N!ZY\6%V24.W4GAIP^&`)0+7#J@HUG4OK`0:&`R4I;%DX,B7"!4)P4$OX@ M<`"'<($S)!&0^"-`CIUT%08 #..@O/D`@RC< M$+3"O/D=[FMT&>'^!`%".^2,&90&1@$+9\@!1`CK/=#=@4EU]T0,:"#P1QQR M[#&'5@>F8,@.<01AB!),U>$#!#],("(`@C`@XHE/G2CB"DM,L-$@=\R@XHE0 M@$"B(%@D$4)K:HVQ7R,5Q"&##`/HX=@N[CDPP/]TS/2G$AHP&/1'&D#LP04` M0HR0@F=GE%""$1#\,0`?<]101&I_2!#'(%7(485L":SA@0E_5$#!('58L9<@ M$#0AAP>#8'#5:$F0(28%!AV0@AF$L-6!!!C$D'(#"&P<0\$0` M<]!@0@1*'%#9'R8(*8@6,0@0@P8"`-'`&ZT*8`4*^8D@0`E!;`8=T@ M%X!`@AP%0,?"'T.DT(4`2D30*;("U!&'!G]D`$<`1U414A\6$H(`&T%)-,@" M$3SP1E0%L)!"$`_T<4(.0P1AQP,/P#%`%T$T@6\3#AS0Q!M$#!)%'$`\,`<. M#^@QTQMB"/='#&>8<07_#'JP,$<<74BIR``I2$P!$S]XN8`@612P@)'7 M:'8.PAL(A+#@P05-A/E'"2$\<08/A8IYLB`>`-&H'$U(*,9>%KPA)@Y(@.V" M#A+\D,`="K@`P1U0'%1&'%:$600'?Z3@V!1_1!"Q`!_<4)I:?S`A1P>"2"$' M#+`/4LW9$NB>=`H[KO!"&J5EED40.$R1!`XZ#`'`!"GLX,8(A>P0`0]GC";( M_Q1S[,@##V80`(`#AW$A1Q1_1`'/'S(D`<`"C/Y!0W9)3<=`'[.)G06(@@,! MG``K&YE!$TA`!PO4``XQL$`<5+*(`2`M3%'`P!3\`J@EC.`,C8.#![3PAC9X MX0]J&`$.:"8(6`G"!"DX4'PP@=4\(.R%:`) M6E!`!*CPAS94X'YQF(-JL""'N,U--@8`00J4:``OBDD.21@$`_9@!0O,P0V" M*`$?=``#(R2!40/0`G4B\#@ER($-P:/4[^1`R1_X)?\.#1)$%&K@($$@P04; MD`,2"#&W00BQ.QK`P^W8DP(OZD`.?B3$V9)U!FRU3@8=:`)A)""'S/PA!'(( M0!$B8,P)Q$%\A?#``];@`!7\J@S%%$0"&(`2#V2&"3#@712"``8F,.$&`!## M".AQ@!,Z(`4>,`@)($2;"`SP#[!B0H#8@)`4K`&(%0C7!JRQ"`)T1P4@F`+? M9ID!*\",`2AP@"8I^8?T#!GP31`2/8H&(DF`J'3M@Z+7"@"C"P@0'@ MH$3L<6$"1@B7((2HA#\L`6F#8(,*AK6$)Y8@`66@``"Z8)P)H,L6:*@!(820 MS3#`@VP#.$+93+`'0>BF"D'_&,L?H'J=.@K"0.`((`*V\($!^'$`,$C#(-Q1 MH?64`%M9\!,\!E""07`A!H^3@$&/*`@+4!(%E,S"'P@00]7$SP6(%,0"^!#0 MQ0FBE3/%`1WH4`-\R`%W?X"!'R\`!+46XFR*,6SKGK`4POC.F`M()L@"^8<) M`-(09?Q`!?S$VNX8,P)&J,,?/*`!)CR!#Z*4H03N8""?O-8!.`C;'YH`A!34 M$P?EP8%<8H`!.:!``#(-:#\>,0/HR&$$#KK="NC`!4*@Q`)/2`'WJB""0>Q! M#C(5Q!X`]0R]@RL+800MQ`_.2S.!]Z9%`L0FY[KV*&4 MMFB3_W4%49KNT`$.FX(`2K&>>>#V!!29@@BC(006/ M([`64N!+OW*T`![H\1SP&P7\"J(),`BS%9P@"(,>28#C4T!^U'('`Z2`A<>4 M`S3O4`8I$$\#>AB$$?_P#Q;P()O9VMT`S@!D9T)S$`I0@3F9L`<@6`.;QCR6 M#':[`!C0-W[D-"$`00[$%W]:R!$!Y@(3#@]0``UI`@ M@F1,QD7@UKA^`PT$401!C($I;^#![22PA[IV]0Q:L(`1%/\@AP]4P04M^`,/ M7(#,I,GWT@)0JB`H`(8_I')EC@`!K^P1*`4($@*(`.>XCX?$D0 M\4EU0`L@L&(-(K.?%9#!AT:8@0]E,"E!=,$"-/G#%7!@8#K`8#0`"``+-L#R M[IR!"1C]`PG_)(0L&.@!E8.!!9H3``T\(6LX`.YN<;"X#[B@:E](P:?^4-U+ M1^`-65-!!HYE!@O0(04Q@/`*WB#TH:O`"D<@'@_:4((>0"`%)SA('9A0'!VT M0`M!N%(7FM#C!,0!?H*4P!O$#8#_,JA@"RL8`QQH$.U;%H`!;1!"4S@24P`3*C`BEP`?S&`C7@`H*0`B'S!Q!@,THD!F+P!L)Q`$$P97)0 M!F.@`5U@_P5RT`91@("#<`0Y:&$&H'-R0`808%##)PFAA6P`P(P$`@2,B4(FH\@55D!D_4%,$\",3`` M+``!;"$'/H``9'`@?M(=)>`!F`'0.`"Y2$(.J!;@@`$?E)K%01?;#``!A%S`$RQ0'.#``=>``7Q`$ M(Z`6+>`"$?`?9Y`9";`3JB%5$8`[#6`'%S```Q`!.Y!1DE(!="`#")`%)F7D>!+A;`` M3O`!GL4(!4`7-),&'V`6)^0&%7`!2H;_!45@%N+7`FI@`R9``D/P!UE0`2@0 M2`4@!EI@;5@00W$0`W=P`TR19VBP$W4`7WV07H+U!U0QD9+4-1AF%VQQ2$R0 M`C"P!W#@!R8@0T^V)WHYG,19#%!P!'^`G(-`!%50-?A'>\+!`$IP#_M`?:2A M#]NU!/F0`X(@#VST!T1``E:``0U`!+7GG,69GNJYGHD`!3?"GO`9G_(YG_19 MG_9YG_B9G_JYG_S9G_[YGP`:H`(ZH`1:H`9ZH`B:H`JZH`S:H`[ZH!`:H1(Z MH11:H19ZH1B:H1JZH1S:H1[ZH2`:HB(ZHB1:HB9ZHBB:HBJZHBS:HB[ZHC`: MHS(ZHS1:HS9Z_Z,XFJ,ZNJ,\VJ,^^J-`&J1".J1$6J1&>J1(FJ1*NJ1,VJ1. M^J10&J52.J546J56>J58FJ5:NJ5^J5@&J9B.J9D6J9F>J9HFJ9JNJ9L MVJ9N^J9P&J=R.J=T6J=V>J=XFJ=ZNJ=\VJ=^^J>`&JB".JB$6JB&>JB(FJB* MNJB,VJB.^JB0&JF2.JF46JF6>JF8FJF:NJF^JF@&JJB.JJD6JJF>JJH MFJJJNJJLVJJN^JJP&JNR.JNT6JNV>JNXFJNZNJN\VJN^^JMT:@-C@0`5^`=> M4(W`2IPHL``@#%!*VLBJ+?%D%*`3,&``"<`=+%D`.+`#1P`7=O`!.F$7938A MO">`!!Z,A0#UL$`%!,!AX,!;X!K4$1FA$`'X3H(!>`";_`& M.#";AM`&9Y`"N$,#W4$"6;$P.\$%I1,%"9`'0+0!'O`%+\`]#'`#$)`'@[`$ M/]`"!#L<75L(/W".@@`%_NJO"FBV_NH@6/('!O">?AX`A$U!$A1P`6W@'1.0`^B'3**#36=@G3\0N'W; M!DB$83C@,:D5/A75'8+@3!/T!U0P!$2:%75N1`BC*N9`1(!`L:'"'L00Q$@ M$0.`1339!!)``AT`_PT!!1OJ(`]0&<&`%)_0![24;W7%/%=`=8/8!$`:X(X8#\F), M2<`]+)?"?2M#>J"[0@`'JDL:,70@WC0(-&`!+%<#!2-MY-8='Q#3A[`'!6#- M&`!Z%<(<#$;'Z!T$_U:%!9#QH==<=`/J7D& MT6;)`5"U%P"3@I`?#_@X1@R6DY"#+`=@/\!JL4 MTDPA!VHP"#Z`NQ*!73=1`L!VF=Q0`\41!T/('A+9'3%P?X:`T\$$7S7@TP=" M!_,'UEX0`1()=C#PG87``%7I_^`6PMD'H@&"8\D'@E>&D!0I<(X@\,P(X,XQA%\S M8,T@8=C!A<\&$@>"3`A&VQTIB*0G$+B>_3L+<`%S8'VFK`?X]5YM8-.+S=^# MH%^#P!0P4#6(C0!ND!5]T`\,@((D0M6L\\U#:`$?4`#_`5]\XP`LU`)6P'L6 M``0E/@@>L!YW<+NXI.!550,JY;'N(P=AX+;=L7V'`-%`%N/--@A7L],HG0)% M0!5!L%TWP`9R(`,J:P'"^0?%L<^#8%!RX`WNW`$$8#E_(,]/]@-B8%C@_0<& M\L&&(!MG\`%ZF*1-40(ZV`<9D`3.W!V7]@`G@P$Q!`=B8`@5``0!\L^#4!Q/ MX/\-#M"\-?#MD*-;5?!>7LX9<#!-A/475/0[:9`$;Z`$=P``4G`500`%'K!" M3O`#0,`%(``AOO$'>?`#,C`%!WM`JNX#+-<$W^@#=N"QGM30]`F)@VYI'TO"#SP?P!(_!+PGD?@?PC` M`,0/`2W@?QP@`9?)`#Q@`8>+'/Y'",1L!6@``#(;0T$M"&_`W'^P!_IM&3#@ M)V<`XW^@!&8@<61PEQ<0<3$$/Q20TKK9'6&0`#@`"$%R4X80-A11.1X>5297``<>(+M#!2<#/+*MR>#AA(4R^_Y,81&%"X8R+0QU MN-*EBYH`AM:`@!6G#($_#E*H>3-HD`$,08`B0D2?4*-*G4JUJM6K6)5A@<$EJ]>O8,.* M'4NVK-FS:(^5D;6@&XLR*Q%4D56"U"$`"\248%,EK=^_@`,+C@HB18H":TI% MV"?C<`$Z#W+E\6%ETY%F4%+8.1-BL.?/H$/;7/+C1[O2W'09/E1AQ)\#<(!T M$Q$YE_^!01YX-8!0[$X%%WO&B!Y.O+AQ739*U'`1H=N)(#4BX#JTVE"%-G\4 MR)ES`>>QDA`@0=ZR''`'TS$,8@)JL7_(8!U3_PA0`5Y M5#"`H84<0L(@E?X1A@YSE"3'&&!2R`29?RR)PA\4P.!$`7*8L4`3>\PIQP=\ MUFKKK8XD\8`<(5!10$YR)#%A-W]48&%#=Q@2!!PTY#)>IE9<*L<&3&!P0P)R M4#B`'*JNZZ!0[BPBEM*-%&!SO(D8$N;<#!@J,4 MT!K%&49(<,<#07AQ"`)J#$(#`PB`(,<$,$8!@`=-QWR`Y!P!#!'"YX$D5)3\R!02X9 MP##('F]88:@`:MA(AQ4(6'#HDG:`_R3''A$8.H`$@YQQA@5XT*D!ARJ7;;9? M6PCH!!)WU/.#@+LP@%JR?S#@!&I*T)T1:GR_#<`0?>!@S:YRL#$(A1!\(`B" M>9PP2!Q.A%!27V=7;OGEF&>N^>:<=^[YYZ"'+OKHI)=N^NFHIZ[ZZJRW[OKK ML,O_/+,-^_\\]!'+_WT MU%=O_?789Z_]]MQW[_WWX(BGK_[Z[+?O_OOPQR___/37;__] M^.>O__[\]^___P`,H``'TX(+R"`+`TS@'P#`@@?0:4<;@)L"T^<&9PA@$QY@ MP0=@X:2J9/]A!1/4'0-B,`L!`O\'@((5PM`A:83E2` M$($*Q%"0QLF!!2A``1+\""H(*$%)[!`#$Q`K58GI!6QVT`L1R"&/8C"4IX8F M%:Q5(`7H`"5Q$&"`,>U(#T.$2AY^8`,G("`7-^C2%7:PB&*C0 M`QU,"H2'$(`%])`"J,FD""FX@!ODL"AA%L<#,$B*"ZP0RZM```@"`%)@`@XHL`,[ MNK,L'H@52%(P#`#P0`*\68$$5BJ!'Z#T)AZ80SUU\4L8X(!8ASB``4B2QUT` M("0\J%L-GI`0"SS!"3!)`PG>E80-`"$7#&`"*\&5`B"<\J-F@:<`!%"#)OP` M!&)H`PY<`(`3#<("JO2$33:03UY0H0D8<)@7<^&IGNY"1^DA0!QX",04M&$) MO$##-(F!`,,I4@XC@,$7#I$!%;53"$#`_X'!L)I5PRRB"VEPP04JH!T"L"H( M#B@!&ASP$IK8(@&\<,`39@"!H>K"4R[L10#.`,(W2/(0,6`2.W)!@!0H@1<4 M&(`N0)`B#5R@"7IH`AQ^^PC"`.>1R"'%R0`'UZ2@X*R.$A'."E/\C!9+D@G!ET\3-:[<(.)\C% M"ER`WC](8`^LZM@?V/`&$%3@F8?(;+K^@`$'@+.Z5@EI+KB61RQ,`+Q1N8$6 MY("!"4C`!UV``1WX^@<::`(';&!#"N)`$AC,P0A/.<0:8!"'H@@Q%P@`@AE< M\`;^DE<71$"%WO\P<`8G#0&*@Q"60B,P6$.H0`QI.,2_ZHOA#(NT'5];0@Z: M5(`XE+8G#`@4#/;0*3HXDK'-C@$!XH`]WN\+$H_^%2.%"K+E20`A,:`D9P..(N5B"< M+M,D"C!(`1Q@\!(^;.<,*H"`)E(`6!C`P``]N<$)Z/2$!$"8%S?8[0PJ@^LO M`"$.&S`-`AX0A\7^X01P0`$`3*").LOAAW_X&85R@8=.+<*$,XA#;*4!QT'< M2SO3XH66>DJG+^MB!BJ(`Q,Z@%.9@$"?PLQ"4I*2XV(E!4])>8-IF`#_`_F* M10=/X%660P"C!12J`8<(HJ/>FP(V,.'QCP_FT8U#``VPX<5<4```L&"!+MA@"2L0@`@R8`$4$(`(_O`V M'%P0!@3P(!1R>((&'GT(/(A`!LOR5!"D9@$Q_[[&L)["Y!'2\((%G/P-%I"H MT=Z0`4T+-`%)L,`)N%`&+AAD`UV0P04V@`$-#``%24@""\*?!`$P??+0L`'D MU\_^]KO__?!?/QA`\.OX5-ZNQS@`"C*@`._D?`,L0%"]\`4*D`1UD00$15\8 M<0@KL`$G-PAMD'PQ`",J4`84H"5/4`9&D`17A7YG`0(/\`!E8`$>('U^0$K2 MQP5<4`(6L()HQ05^(`L>D'!K5X,V.`?D\GA:P`1:8`%,4`8RP`(>8`89\'X7 M8`;]P@0:\'AD<`(LP`7:QP09)`-:8`9L0`%`0(5M8`9EP`05I`%/(`)(\`&= MH0LW$`+&5!(W1@.39O\$$N2!M9(#29$$%6``26&'01=T]9"'?)@4+-`&!&`L M'6`Q(K!O&&(&AJ$%UV$"1%<2*E*#CZA+-IAU<``'DEB)-EB)CSB)-6@%=?`# M([`!3J`O!.!2I4$%*U`%J)&*0K`"!&`"[-$!"C"+!F``.V``-&"+`:``!B`" M"B`"(A``PCB,Q%B,Q*B*;PB'/"$&)!(!*0`"%M-..3`("Z`#0_`"$0`'07`` M`F`"<1`'29`!-8A(;[!&`;`#"C``"D`#"Q`"(:`%6J``(:`&77`%\*@%&%`! M6[6/HM>"78`!(F`&9S`'-H4#<@$8YYJ^90M/8`%UX``>4`<@ M0`874(/Y,@AO8`<.H`GO]03D<@@\^5X1`'%F-0B&8$R%L&R#(`)+\EYQH`,( M<*+O908;0(,315^#((#*&!H/.@A/H"7E-V-3L"0#<`2#T"5SL`2&P31R8`=` M,`)VX@)>@`5><#@8P'U*`/\"AJ("/+`##3`F?,"-JG0ON<"3=;!5).$"$0$+ M)6$(AE4I4GD%QI0!9%`20!`#,_DX*C!SVED2V-:D@]&;0B<'9'"CA%02^">I@M&;+V!)*7`* M&_``./"`#Y`#AJ($CM,I*2``QD0G*L`&"M`-"08'O/0=*&<(UJE(^$6K-K@O M"M`'-MGN$$ M)2'_!A@Z"$W0)8_5!5`@E7(P;E]K0JF* M`0<@!#L0`0;0EH9`I-GR?66G!V+[7@4P'@CT&D@2*$DKCF+K!X>0!YH01S8`&+!0$44#6=2@>'8`=-(``'$`%SI7;2FY%:\@8+ M$)Z#,&[E!C+%8H-Q0$N&,"6BL+F[ETCP8;YE8#0I,`*1B`$<80&)U';>&8'X MM!V0)`>2U`25YKR?80`U@`LYL`'9(000!0)GMD`8,`RZD%M"L0*7N6O-8@@Z ML"M-0%`MX$#O904;,!T"H+%@.@@R,'A'!@"T&XJ+J@4'MG;N>00SYY1_L"VQ M$@)G8%@*_!D@`%V]@``M4`1PAH8+-9F03EH$)2 M0`/=-0`F$+$X\<5?W`(VT%VS>O_&*#`H`X!/AE$'")`&6$!.AH$#"P!A;L`" MG':M96`-,_``5O`'65`'2I2T0QP8#A`"R:@+'^!MGU1ICE,'S.`&"W!L=N`! M].8,>(!O`WC(93,&*0`#9`"3AT`X+[L$3:D"<#,%$@`W-Z"L@R69216LV42`40[P")P($1GP($3H(%=";KXH`!V`!IS`"$*>RY_M:-:\```"=I`"7)!E MN:`#'YDM6$,'"S""5M`H'3``5C``+1`"'S!K9?!, M"=`$?)K_!V8%'W]0`#M@"^/<`MA5Q;M@3-'JR0:2`!S7!E4`47\`OVOWM6MG MJBF06]"%(A#,`&5P"GO+!B$Y"#^`(=#JG4;AG1DS41#@"$RB$"&G2,RITUT[UWER!]`6`_+,`,6<+59@29Z2 M`3<@!L"W=NTD!1KK*2I@`+!7`-O"B=DH!%+C`?1U!C10`!IP_P;09JP/,'@P M,!X3,`9&(W&5H-EZ$C4:TY;8\J*#8(FQUXB0F`)&9YR*Y$D.\`(S4!(B,-MR M(`.T*P(?``(#8*%24P+T51L`<`&+9QBJ-MPXV@#'',%/W+211``<4D&4+`*%_,%X"6]@\!J1H$!_>>0:YD+H40+%" M"<-`0X-V6Q),@'6#(-^/FWN@/`AB4.)[@@5Q``1"``!)``1XU\,.H`4`\+4G M<`"#H`*Y4`4E00-Y0`:M>_\%1M#:[(1<:(!1G<7R0(`0J`!2I`-;@`"!C``8)``\MP"8&`#9YP!OF<(7RP% M>+`!:1`"W14"698#._#%#"#;`X``'`#JW?41.J`%IS```*`%3=`H!U#0"%!N M+H#G>\(#3%!G3<`%&_!,)J`!)4#BN_`#&5`"!,,D7)`!I'P3@X@3N*`#?7$' M:,`$D4KK0N($1E`&@O8:+*`!Z[P+4W"8W;4`&<`''TSMYG[NZ)[NZK[N['XK M*P"4;];NS+,"(J`"CP@'=BKOR6,`'J`)=C``)'"B!ZOOP\,`.\!Q$5"^2E?3 MDF<@`"`N"^#_`C"B)B%X!CA@!2S0[01_%5+@!S"@`D9`MW\0`C`P\,>1!6-@ M!&)08T_@`1H``D>D`VA@`3``SAM_%0!@`.;I`"*P"]36U`-R!"1@`9TR!VU0 M`C30;Q\]SC=?%4>@)4&P!?*5!C*`[QH/&DJ5H@9\!1[%:$WP(4T_%2S0!#"P M`TR@2>U,!W$07J+!`"_P`8)KTF+\"S]0`E9`>V$/%0`0`(A(`1R0!$W@OD;Q M`2FP!Q8M&FF@!%I`!_K]`4EP?D8A`;N5"VT3`6_`LL:0!A)@WAX0`?Z5]]>0 M!%#'`AR`0B=`+'@@!K+;H*#1`RA`0B]M!!VX0A2P!^5N"$3@8BX0_]*\P``F M\```+K`&#/K'H`.P0`>+94LX8"4K@+S#,0,MF@(14`)XSPL(0'G)U#8:3A$QR<@-I@RPI0)2?H*&BHZ2EIJ>H MA%QR)81#<4`O?W=E<"&#*'-Q&@R[S:D(1D]R05AX MHPD1;%H`)U9X!69R7!*E2G4I&@*#7A%R&0#.\?+SS228A2ME<4E)9Q2Z4^A` MH$>PH"D&!UR"(%710N*#`L6,")4(42-,S&^#++QX,R9$"4[*EU:BH>8!SL( MK3`@1@HA'25'(CS1,:07`Q"4+"R6\Z9#V$*Z!!$4(@5(+U) MI0'39,.-!';DQ$G_8>9[H1T#J/#!#54<\,<,;\@10VI_F!"$'!1((MV$2I6@ M`@)'R)'$#6W8T8,0&,\!1BP`AEK`'.0&@Z)L<*N"` M`0((P$!'!(A&\,493.`!SP]N1HK*!#7$@9&8^JA!Q"5!E."IIUU4`5TS"`A` M@PMS1.!`/#848TTI$LC@@@!/P*&?!CV04D6E(Z0&`181I)0$`J3<(<07_U4D M2ZRDS`X"0A,.M*`AGA7\@:<`)>"PQ1]]QC?(;PRXX58*VPXB2`HL-*ON*`?%A1PJ5$H%##-$;H,`H/!VAA!ASDP=$&I.M&JD$3"UCR`0$A6ANB$51R MZR MN-L90,AQ@0`;"#[$&W8,0(8[$DHPP!-Q,*%V"__A/'&B$`/$(4.8.S`A%-_, M9MW$"G_DH<098A6"P`\_?)'``!N7)_O#<=C*Z2"L>\&O'![LD%1'$IQQ0R@M M>&'`!7+T(8T<5J!@RAUB`0PI=8(`5F'2%M<$@`>5S$P,P M8)X<".-$-;C?':H0A/Q<8C_EB4/M]I."&`A@"#P(GAR>0(`JM&,W&KP$$-1F M$`FD8'B%N$$11)"!8%W"#DWHP@B"@`900$`"`0C`808A@CADX`-G@$,*3@`= M",PF#G:@@`I8,8D`X$#_7`G,HBD.\+M!Y.!254A#!3X'@K)I<4))$`^,,7-&`%VM#+6U.PP!F4D0,(6.`)5A#")(H``Y2=\9C(3.8?)&"8/TPA M`V]0@0)J2`2"4H))"#(4A@!3\PXR`84+@DZ((` M)5B<'-J`AEC^8058F$,**."`)ESB`2RPP0]HD"`YV,$($QB`!TK`)A)TH0Y[ M_ZB-"@)@@"DH80!!@$4*2$""2!HB:R(X"_S""AT=,XB0$"P84N*R*=V.%"I8W47,PY240-:>N MDO?%.,8Q&30@S$D(C"G%/Q%">`5`(4-<00MS.X*?R$`!$R0A0E\ MX4R#$$"!+]"!W^:``Q#X0?94AU6H'8`,0\;!H>C0ABRTX<5UB8$((.6#&C2A MS!;.LYX-,8,M<*#$@`:T/-__<`(,`#H`"^C0BB\+AT.&Y`E[B'2D=Y."-R2V M"8BR`@ZR`80@`*$&D6Z8I"7]-=G-(=+&B8,^D[$'"PS@O%P8`!-F3>M:V_K6 MN*YU!IC0A1`P05^Y!D(,9GT"PFA@R7M.MK+C<80@;*`(XJR:%`I`[6I;^]K5 M/H`0"F`"$)3`"$]B7@UBP`(A%$$(6Q#H#V8@!!UDX0_E68'?`-=W'1S@@0?<[0$>H,!Y#+SHAL\AU[H>P*Z9H%HM,$$+%\C` M!BR@`0N480-E^$`9\+SLDIM\%PC(@A"8`*-+P`$')4`#>Z(3!A4]H"`[8($& M^)"!_PM<0*HRN(`&M*`!&5#UZ$B7JA8R0%4ML"#I1\]`',QP0CF(8>8GS[K6 M10$`'I#`BI2&00TH@$`=I<"-E"GY$'ZP`O`:<^MPC_L@0@"Y2YSA"2P`P0H2 MYB8L@$_N@`]\UFD@ASU\0`@WZ*+@%\_XQJ.%!DA0O.,G3_G*6_[RF,^\YC?/ M^I7CWD$?.KU1W+"ZS^U@0YXB@J#Z$()MD8( M*'CJMZP/OO!-H5(+!/D239A!%;KZAC[=XP]%+D36Y."Q/QS@`0\8^2!D@/T' MS.`/(4`3"!Y_Y># MS:)2.!`3((`""9("(G`)=6`#.Z`$2G``SB<'YQ=D1D`(A!0S?Y!B^I$TL2,' M.[`&X:`?T^6!_Y,".`(&2F1&(.!>9V=0?[""5O`',2`'9I`BLS,'/)`;L@,# M+*6#>+B#NW%.$E``B+5\@!240!&4@=3Q`C7]@ M"9?@`@=0!T&0/0E0'F?0!8-`,V)A*QH`A]V%;V@PA&ZX+(07(^]8DM$1CR4P M`!@P+U;0`;61DBR`$S9P0BZX&TR@CW+0!`C@`[IQ`B6@&_D8`6?@`4_@`GT` M!,<#`SE0_P<>*`",0AYZ@`8>`!UI@`9OP'#XQP)R(!:78`%PZ')UHP$,Z96# M`(A78Y)HN10K<#N-<`8IL!VH:`CM@`-EN!M\X"EL4H%G``$,)#OEV`XEX`"Z ML0>!$P`<;B`FQDP`5^`9W<(6[ M@0-_\)(.P`*ZY8)Q(`*P\`]`,'[0EP)T8`4Y]0=I`(X#``\B5`&8&0$M%Q5F MI")DN0)C@"&7X`%J,X1GX"VJF9[.T)>SDP("*3LJT`ZK4@25J?\%L:D?M3$" MCO@`3C`$3B8'"#"0OQ$'%#`B)L"3$+*,]T"%<9`]'G`)!```)T1!6]ER<&`# M9Z`!WZ0>`&8F!9%S0';3!" M6-4",!`'8J``%/D%*H(#[)$&\_(;&E*)(=``C`((C0"A0`" M=/0WJ0@H+4>12;`\Y>$!X#<[9C!F*CJFME`JX(4$@#$(2P`&'@`$#X`"`C`# M0R`_%#8$1_`##"``1M`&9M`69K`!>^,%;4`!$A`#!#`#PG88#]`*D=0!W50"%G@`.ZG&C.@K-':K=G"B%0 M7CUF"@40!SU$"#.P`Y\C"DO@3MYZK_0@5BLU"$A01VHP!V19"KJQ:>W@`6DW M"F(0`?E("+YP2:(PD?@:L?&@KZ`8BN;1`DH0-^[F%E0`?']P"?8*:E+@,3D@ M!6D@K/Q#"$>@`Y(G!7<`&U@F"FDDL32["S`"`YH`(QLP+Q50!+$S`KTU2E90 M+H-@'BBC`)JT_PAO@`,"<$(:D`-N0`"U00$,@`05T`)YL(P@$`9G,`A0`%,> MDP4RU0("R6?:"?T``,+``W#,$W\!DL``'+(`" M9V=I.BF^]#+$.?D'2K`'I48OUK,;7+`*!4`SNQ$$$"`-&H`\Q"L'SH-8/(K( MJBO&!#P#V14E'A`!"<`!&X!;'H``#!``V67_`<6*@1%00/`:`6T@#/`$CA%` M`$Z@7!UP`:D\!.0+@KH8!"HP`0^2`@SBR,"L(PI0G83P`QD@ M,3N@!9+P`UW0`#H@:\$;,JG#UAI0PLX5@`&<0LTK1N):8!7)@=!3P%?3X?(.`/#7P"#GNP"NH\"`U``1'@,(,```>`':GS!TO@`I'D`Q%`!C!4!60@``9L@+9M(,J$8+HPP`0(,#P_D`TU8`52*0=O<``0\`LDP/\' M,M!I!L`%*:`%37!_"7`"7U/*>V`&?1`1)>BU"_`&<+"P?X`&LV;73&`$,C1K M-'`#6=`%15`!3!#&^E(-&O?/?V``&B`TK@TZ>]4'#Q`#!D&H`V37`#>O`!@P`#$`!NZR,'0(`\>W`!@2,%`$!HC+`' M-9!H3?`TA&`#*6`"*`[5T)AZ@!7-P)A_P``5P!0```@!K"ULQ"%(@!^I0`7!0O57-U=]B%A;P M%7M@!V;M"1#`!OQ+#A;PTC%.\2DO`"80!]#^A**M3FF@)NU0RH.`$DF@`:"8 M!$$`7LI8`\S@@>2A[@IP_X`J@#@>&._JT@'^-`*2P`-M*`=L8``[G`(5`#D/ M4#Y M8@AQ$"4#0,%]@II<-0@,A-"W*`D9P`6LR28R7@4I8!70=R0N8`5=%`)B0(CV MT&,,X`&(I0Y)$+M9]@0=, MD%UU@`)JL[R4T`3\:VE>201E8`8U8.>#P-`7""*.=0`\^@100'A8X)(IX`(Z M@/]B.N`!#5T28G0:$A(&GZ"AHJ.DI::GJ*FJJZRMKJ^PJ5DSK3:TGCV>6:$S5%)(-KN; M=S>=:3J<"`0Q$21'/"@8%'_#@L>R$1@E21(#1QH M_DA(T68LJ2%V.HQ*(V$()P`2\J[)*Z'%IBEYIWQ*4ZP3E#M8$RM>S/"'!`MR M-/QA<$3#B2^L6E"0@X/#GSN"Y)"B`D>.7%$BY,#Y,/6'P!`"46S:;*G3$@$B MF'3"TN1#`TY#!`A8P@F"@-^<&@A8P;BY<\:0X238-.`,)P8[:#60XL/)@0(F M_@@YT`F!!SD3-I$I\8,4`"5RS(FZ\\+>!09Y?C@0P<(3P_T<**'P\HL$D%<+`PU1-I?0)!"@IF(0<9?\!'PH5/_#'$ M&SYL@H85)VS"0`H#_*&&'%Z,*.B@-UE0PA=S/-#``(V@$0<&*,B1P0\X[/&' M#"ELTF%[G>P`QPEM>+G)%8E&8,<..@@D!PGQ"9#"$WU^\D,;>%K!9"K(0.BUV+ID@6P+P`'K M!URV$40,%ACQQP:6#@!'`#.Q4H8(<5LP1ZRR)'"`WZ%4C``7,BQP0,+QD*0P\ MQ1DILRSWW`=)`$1Q9"J(FD32`?R@= MPQQ8$`QY"Q&<$0'87W8<"AXIR/:'`O%M(@=&0@^A.2=O&/N'%`[P*$?<=-=N MNRHUQ*''+4?$<<'K0,#1!QQ@:Q"'$#V\X3GW>'_@14%%!"$!R"P M``0/`)`^`!G4$P%"`8%R,JL4F_1PQCV=*%V%**!7K*9N1,@1A0\I@*MZ"9R, MH$DG#'"!%3QSNP(:4!1FZ((5T+>)*,Q+3F:P0@B(L`D#7&`J.;#0)R*PAPY: M@!-"V(,]GG``!]@C"3/H!ZDP)D(M<(('L#'#+=2`)DX(0`MRN("5/B$!)L2A M#.5300V2(`,<\,`1G:'!$T3UAS:L;1/=@\/[#DC%*JI$`12PRQ^JX(("K"`( MU#!!""*@@0?LP5F;4`(U(K`#3FA@BG^@`1O8<(+??<($)\B;@CA@!:Z0 M!PC@@``W*,(<.M`U"#CT,PAHRE36$((3%",+`8)BUUJ!D3\$H`VHV(`1_$%%>`@ M:@*0PWA50;J%'?>!J+B"ACB1A(O!UA0?(.AF@_(`SS9`#WDZ%P[_+GD'$^RA M#,S9@P8DT(%[2"`.EHD#'8(%`3O40`(+<```?`"#`TC@"TWH0!8B98$%P(`- M%YB#'=H`A#ATX0Y#O,`&K.`"0X;%`F90@0_(0-,2N&`$0HU<$$[@@3ET`0$; M>,,;2J``$[[@%*23S!\P4`+B7,`"Y('`!RQ@@=\A8`%FAB`2_` M`'FJ4&(+!:!#E$\(4G#)%Z3@OFK9`TB=Y9HD#,`%,4!' M#(2:!`NK@QBX@(&D&#]37A4@\`UQ]" M@)$:R$$(?P`#1C(@!8]X@`I#>$`<1K#8._>$1_+9@1U$58##W5'\R`@4V4(*8.@`$G(@#; M!VPB2C8]A\O_4/#W\7H5];`DQ/_@J@&TX`QH)(`$`B(0.T9+(&=HQ`(&@@7K MF>$'?(!$"?AP@#XEH0QQ$@`<#&"#@!@@`3CX06J$4(\4B"`&)*&"%<[I;Y^D M8`](X$2U,=.6L/\&&J1%^0$,H"`%.(P2#+3[@QW*\`PA0">+@%PZH M84=]6L(92!*!'<[S#RGGQ!-:_O*,R[QS-I\Y*^R`@3*,MN<(@$$A;VUVX1RG M$P-(`0%\A`2,:0H.<8`#'&R`(15HD0DJC\`?-X/9Q$A!12H1X!(H.$HB*'M M/AG#Q>+PAI+_809!L`(.XJ"$3D`@1AV$0QN$T(0U02!W>T@!'SC1`GGLX0PI M*(.D87#:P95`#DU`[0=!SH`Y)&RV=-`"%O`@/@`',7`$4C!I,U<%LX9Y`[-N M*0`5-3!S2'`:J(`&`V%W/?<%<1`Q!%!P"N(#KD1S*1!D,R`'6Y("6,#_`5D@ M=%"``?'@%TQ@'2RW"1SX!1K@0L*@?*,S!Q`0!2.P7M!W$S=0/=4S69,Q`04P M2IXP`T98``30`-5#``Q0!$:85Y^Q`S!``1]8`6N`!G,`(N=Q*"3P!/+B,G,` M`R.``V<`!R)P`DU@!DT``TW@`7F@!F80!$%@!":@`D'0!N(2`3MW?6S`(U80 M!7]`!?LF7M469*7@!.RS"0)@/'7P`_?T`,"G!,,3`S"8`YW0!7&`A&HA!QWU M-$RP`:XV`@BP`W'P04S`(B-``7&W`Y9B`6'W!R20!?60'M;#`$UE9T-H.SI` M0)Q`!6[P!SE0`<*P`A50(#E`!53``TZP!15P_P,K,`,-`(TS\"X0\`/M<0=% MX(WBR"F)('$1)UT@EB\``7L3P$@!$?T%$'`&;P]@$EP`7@ M$@):H`%^$P(7T`4;8`08D`-\$`<$F608\`878`=R$`!.,`)PT$8H6956T0%' M1`#PYF$@L`,;T0(+9Y5B.99D699F>99HF99JN99LV99N^99P&9=R.9=T69=V M>9=XF9=ZN9=\V9=^^?^7@!F8@CF8B9$'1Y$'A.F7.5`"C-F8)7`RG=`"+Y)/ M!8$`&I280Z@T&O`G-5`%0)`"E/D9)_"4"%$")FD0UN@)>M$)-_`NH'`'.O`" M5!4*2W`SF%D[%>`LDD822S`'.]0)$$U!A%7"#$#-:`Y*:`%%F(/W?<'2Q`$ M=@!_H\4)10`$U.`!Y,@DUP4`!Y!2H)`#22`44&@!"B``&H0 M!.U!`4%P!$HSG3FJ$Y(&7Q70!$:0#:(A:0%P`S7@`4D0*2$0!"YD`"ZD`"G0 M?6``,5+)9: M<&E6L`:+RA.2UJR]IJI<]D&4>C;!Q66T:&>9%SD8PP0X((DU]0<1H`D#@#:9 M0Q)[\#.KT`%$8CYRP(2<<`,P<$F=<`H+E1#MO,"WW^@<+$`&AA#Y[`(RHD`.NU@FN`4=_X`8/,%][QB-0T`.A M`@=6(`%8(`>[4`(2NY_%]B.FHQI;PHIRP`8.50ER$`T".+_!6I$``*I`P4]!2KO&;QO8_]@H#IKL$#D`2?^!M3V"Z MZS,(SKJ?"O"Z`;8)=*`L("`C8'`&ZL8)O9*`;@NW<3L3YS<';V`&N1!'([`' M-2`$$&`!>_`&+\"Y>\"I*V``;8`#0>`"##`&>V`%7&`'!#&#U8,#%K`$5P!3 M$D`#\2(',*`%)@`#(N`.8!)SH^`#;2`&U1,#*[D%[[8)1<`&0&"$CF@!\V4! MM5L/+D"W$^LQCQ9D;[``]OI'"R"BG/``:#`#'3(9#A`!P3*\-8$7"2`!&[H7 M10+_`#R0%VEP!T,@`<#V!RV0%T>$%PJD`8+15-][`5F@`QUD(VM``"YP1C<` M!!T$(B2P!PQ$"ME+=&P@&#GP"!?`/:.I*J&)!3`03F9`E3274YLP`\=%`<3H MK`L03O4E%P]@!D7"!9:"`>@S!A&P$0+$`7WWGB"\,@,0>`PA!BO```2`1G]@ M`.QH!ND87&6P'@\`MVM@!(Q9)ILP`25P73Y0`A\`!_8;.43W!#N4`';@`2PP M9#O2+'`@`^"*!&<`1@]2QRQS!&;@`D6U&!K0RIMP`P\@`\'Z!PU@`"&@`U/! M!PY@``*`F)NP`&5P`)>)RMAR!0Y0`V%JS,S_,UF&0@`.S\_ ` end GRAPHIC 52 m62094tom6209440.gif GRAPHIC begin 644 m62094tom6209440.gif M1TE&.#EAE0&:`>8``)63DO+Q\;6SLJVJJLC'QZ2BHH2"@KV[NIV:F9&-B_;V M]>[M[*FFI>/BX4Q*2G5R<45#0\'`P-73T5Y:66UJ:51142TI*65B8GUZ>3TZ M.7AU=,[+R.7DXY>5E%A55,"^O(B%A+BVM6MH9PT*"U%-3'!M;&AE9.KIZ"4B M(C4R,HV*B>?EXZ"=G!42$M_>W=#.S8!]?&!=7,3"P4A%1-K9V-_=W-'0T!T: M&M;5U+"MK#`M+$`]/#DU-=C7U=;3TK*PK^SKZ>WLZ\/`ONCFY;NYM^CHYM+/ MSMK8UN3BXLK)R.'@WZ.@G]S:V8.`?JNHIA@5%2@E)2`='9J8E\[,S-W(B8J+C(V.CY"1DI.4E9:7F)F:FYR=GI^@ MH:*CI*6FIZBIJJNLK:ZOL+&RL[2UMK>XN;J[O+V^O[(=6L"+#145`\<#MCC' M%0)]IE<$Q(DY%1,$1[@(27G5D$AZ.N"(=3@C<0,::QFT(6LF`R`C(Z8C).6% M.Q8&/'$1<#&!,N()G!$3D.A#U"6.FVU_5CR!0&80"!X>T$!PX&`&@SX0I`C2 M`:'$&`A>WG@(\:?#1@IO2"CQL/%-B0.&S#@`\BL,$@=!]"F@0`- M4(```Q3B9LL**500!WR"L/"'`CO`L<`? M1;110`9/_&#!1SP4T,4706@PP@=2\("&#(-L$4<`A)@P8QPR>#""$`&48"4! M8V!1Q0@@$`""'"#8X:D5%@"@`8HD7$#(`E_L$(<*@QC1A@8$R,"&`2M`(48! M*$1A7`L>$-`$'RZ8X,8'.5C@Q*LH#")&'%B0P4<)!&`PPQ%HE/E'`#6L(0%*#Q'Q`@_#!+%@']`,,8# M<,CW!`EQG/5'!7V0(YX_)&$O-7^@80%^0RB`)@D*"#('".@4<0?4&`5YA]W9+0E M"4[T,8)(?T@`AQD*?$!%$G'L400#,`A"$R$$Q!&'G8,X8*P1#1A@PA\OV`E# M"W?T'<4$@E!1["$-]1T';@RX04,`2/XQ`EDSL,'!TA)4O4(#/1`"0!1WW+!# MT!;H\!\+"20,>@E?",)'EP?@9(`]122`0P>.XV3$&G$\9T'Q-CCQ1P1Q0&'$ M_\1Y")'P""?T4/LB&KJQ17%_6/!$'EU$H>`?9T0#<09[MC`(];_[0Q.80`![ M"+`$_NM0ET3`@SNH(`ZU,X`#!`$"2`$H#L6;P!H@MXMM#1!4.]^@RC##"H@`P>X\/\/0U@#!@1!`1-<(`\0 MV((4OB`Q/EB@`G"(H!LJ@(:N=2`#-XC!'TC0A!%XSP(.R$$+IA.!,=R`!W2H MP`B_$#1!X(`#@G`!$TXP"#H$J(TXB-\-%."!KOV!!0*(`!T@$(.7_2&!?XA" M+Y!`'3;0F2V``(<*&$!#8?A&`CHPAC<(QP,I2,,`XH`#&UQ!$".0P`_< MP`4WM,0-;\OB#?Z`@C!$0`=*E*<@)N#2$?;##;+Z`Q\8<(`X'$-NC#Q9&^@0 M1@-D(0I?J($@_!8"$%2@#(+_Z&7*!.$`./I%#A@@HQ4B=SD`[2`"8D"=UNXT M`S0,P@/),P0B3;`&\V%E#?.8`4K)@H4X+*&20B1$%9[0@A;`(0YBB$@<[O@' M(K@!/A#XP@C")E1D0"%W2W!#!RZ@RPY8H`0W`,`7\I#2^'EA"5$@9@B(P`<- MZ%40D6TF"`I+6SKAA?'\PP!>PH(-_9E=`55`"I?Y0`A(@``X:^(,6OH"3/-AJ M`A*(`PE(,%-;8.`*:LM#%%K`DHTR=PUDR`@0B&`U4(IP!+G;S!A:(L@-6*!K M;NA:_P"P0(0.N%4_-_A@6?@```1X;$]A8(`=FK"&?*2.!L;!R);@():P`148\`0"0(`%BJ"')QR8)]L;9`<:$`&6@&$$Z(QL M$!+1@_\@@$,TA:/\`K`'-'QC!1:`(PFZH`#>^F\%4;A`%WC09D%4`9V'HN8? M8+!`$@C@"6)@J@3Y-`6R_*%FWAN$"UK`D='5#').L)(,_/_Z!P(T0&VS$$`+ M8,#4+,9A!BZ(01A<,`,>+"`%;"!#E4#0@0GH@`EN&!`==/`%,R`0"RJ0WPM> MX(8,2*``46#!!6Y`A@Y`X0;K`X('=#GKB-4`!6#X`QTR0((Z&&`-*F"`&%IP M%4&0P0U?0(\(XF`"*V!A!&30C4V_$`(J7"`:2!`#&Y3P!R-$@25TL$"X[X0& M-.Q)"6,0@P2LH(,.E``.+Y!`!71`!;,=C0M+T`(/O*``&KE@`R.HP`L\^0,R M>$$'+'`#%C[P@!8PH`Z2>DX=3-""I$:S#4S^0PSB<(4RA*`%%SA!$>:@@3*P MP0-!&@$+@/"$/30I4#$8P1"4<`'_5:*@#GMX`A6R0,4%0$$#"Q!`"ERP!:`H M8`L)5(`:!-\(*D1!"DJHP1=*4(=_`V&+%ZB#"U``1PATX0]*@`,S?[#-/RR! M2U^5M0"^8+(\\&`Z8H!`';BPALQP`GE@3KP'%P@ M/X8U`P50_UA/T`9CD#N$H`!>0()1@`7?$$A:`P/!`X(6<`"!1'YH@!-$\'YE M48((LU,CP$3&`0=PX`:7,P!H,`)?H`<_P`(WT`:007XI$#P\,`<[@`5M8`%H M\(%:P`8HH`$Y8`(G\($ZD(8VN`,/13`]45]2X#C#P`@?H`-RX`8CD`$GD(-X M5@>]9%AP``+O$@79]':Z@BA_X&1NP!-A$`<&)!XV\P4\@`0;@#T(8`9H`"]N M$`<:D(@I)%VMN"F",`5\X`X%YP8K$`$6,`)=@`(M(`0U,P97T`*AN!#(B`AF ML`+05@D!$``+@`=X8`8!D`?5A@@+T(R9@`<+4`1X0`AU``3-%/\$9A!3H6,# M\*,`=Q`BAM`Y"E<(=<".B``$9M`Y*S`$\!,T=K`"S/@("Q`!,O"->!``0>". M2!`!$:`@^]A,C%0$ZY,&,I`?34(`OO8'.%`%!*`V"K`"+_`-"B`#1[`"4[`" M-+`"U98'_-B/=T(`&>@""%D<0("0$<`$>"`!,AD!59",.KF3/-F3/OF30!F4 M0CF41%F41GF42)F42KF43-F43OF44!F54CF55%F55GF56)F56KF57-F57OF5 M8!F68CF69%F69GF6:)F6:KF6;-F6;OF6)F7>KF7?-F7 M?OF7@!F8@CF8A%F8AGF8B)F8BKF8C-G_F([YF)`9F9(YF919F99YF9B9F9JY MF9S9F9[YF:`9FJ(YFJ19FJ9YFJB9FJJYFJS9FJ[YFK`9F[(YF[19F[9YF[B9 MF[JYF[S9F[[YF\`9G,(YG,19G,9YG,B9G,JYG,S9G,[YG-`9G=(YG=19G=9Y MG=B9G=JYG=S9G=[YG>`9GN(YGN19GN9YGNB9GNJYGNS9GN[YGO`9G_(YG_19 MG_9YG_B9G_JYG_S9G_[YGP`:H`(ZH`1:H`9ZH`B:H`JZH`S:H`[ZH!`:H1(Z MH11:H19ZH1B:H;5P:S%`'G_P`QE0`3S`)+\&`O)H`N27`1M(?BSP@AR8'N[G M`,]A-"0@`L6S_P+L(0(5]P=F(`*8M`4=*@(Q0**#8`4S@!T7$`9<8':"P``[ MN@)=Y07YX0([@!TLP!^C00/\L5!5@*7\H04YZJ6X$23884&#U`2$8`!7L`&, M5`<;<`!7X`/1!`*LL0%$0`4@T#P(4(@6-UY_0`5<@`$"@`$C4PAWT`19T`0K M(`!&<`?H<2<]<`0^T(P^<`5.D``!Y<")-8(XS@`)%QU5HH`78 M,P9-$`4BD`,W$`=^:'MP<`-28"XMD!2TQQD"H``#\`0],@@AP&RNQEMQ``/F M.`A!L'%LIR%PL*-_T&UF4S-MY`)Y4"4F(`!LY$$2P`%1P!=Y\0<+`/\#KVI0 M&3`";=`!Z1`%2_``7Q`'%)<'(G`#&;"C(%!?I.0XI,I-:S`#Z&$`+1`%W62, M#(`!K:@#L>@E.B`Q?<-&;C`#?$,(+C!Q<1`%)<`#*/`%;P`$+U`!7X`&Z/$# M8?`%),`&4!!+K`D$Z1`'4_8',B8(5E""!VL"/U`'3Q`'TV$`HP0!<<`"3]`$UR@(DN(.R=$&?_`///2)<:`#7>0`OD8#%D!2A'!8\D4W M?(`;;[='>]8"`U`'*+!5@Y`Z%M",C0-=B"#_`7RP6+;7BAYT)W%0-`*``EI' M!RY0,^NCFCVP!A?@.!-TC*^"-(;0N`-R!YVCLRP4($_@CE$+`JBD!XYS`66@ M!IN[;''`!]_:M".@C800M1$0M01'(([C57WS!6K@."=E0%Z;!'L0!6-E"!NG M-0[0#'_@23SD`.T:!QY`!PX078WTMH0`-8XS2A90.U`0,80P`1U`!T_A79]; M(X.0N.!;"(P;!YEQ7JVX07\0!X*0`>$S"&:``IN;FO&U`CJ[6,<(!S/@.``X?.!0CF-&A6`&$MTN4V""Q`IEP?P'7'#0]YLX2T`.=?``D'M]CI->L9D' M7W`_?65`1162!S"X?B?'A3K!+"0#[1I="`"*)1DO@B!<<9"32H!U_/@4@M00 M<@`_5Z!,N4'/"I"^)6.-W0 M@J`'[`0":Z"X?Q`/"?``<2`=:Q-=DO+1Z60S3)O_!`$02H0;`RA@'[;B!BP7 MS$@0R[G1N*,4TX)0!VS\!PWPJG%L''RB(]=7D:%9!M03'D5D#SWP!BE`*4J0 MO-A"!W1`!.U:`4@<12I+38,H!S1``V$P`B:#`VU0`M46(!&0!UO0!BQ'7N6+ M`\GK!N$4()A&!R<2!V```([S`(Q+`2Q,8*`H`0(@!QFXVI3B(7&`$Q##=K(F M"*^R5H.`!BH[+B/PP)M'#1DS"#6;`B>0!BE`HAE@V$+0KO!!!P/0`DFP`MO] M!R?@=8(0(\S6.&X@$@%0`7S=-XV;%&2@`V>V,OX[:VO@!M$K`&O@`I[B`&1` MSZ1)`Q,0!16`8N,2#3"@_P-A$`W7X`P+,`5IN$EK!0%L,`(S4(A6P+$9L`,+ M10$A^K0[(`%24`%L\0=#?@Q]X%H5X``M\(4>`./ZT0)L`VD7D!DE4`_3@0'U MT`)L-@)R4*H[D@?C%P4CD`(-0`)1`"9J8#!7C.8\`02250]0(%E?4!Y(\`9+ M\&@CP`,G,`;U,`)1R-C!##F7^``$``U2<`]^_ MN7OKCW`':?`4#;]\<3!*X#"($&0(`=("93L(%/`$&D\(=,`#9>5\<"P(=(``9Z\$>&`$ M7D`")D`61$`"5@X0AH`.H%BJ"S!?!8`!'B`#\V4%&F#_`DC@!//U`%T4`R2@ M`BI@%7^`!Q\P7UC``!5Q`!B``-`T`)A/!@S0WG3P`Q1B/AM`(59`(63?0^C]P`ACP`74@\O)U[0TQ4UZ;.S5`(4F%!T;& M`$S5.$D3`DI0[>`L?7_@!7%`1'3`CP'`CPI@!T.P`@NP`";))RL`!!LICT6P M`AYY`GF`!W*GF1Z2`T^P!E<@QK'QX8/@.(8D"!T$"!5?#BMQ3PQN<`LN;A88 M<7$1?Y.4*E^0*I-U89"0&S>=;B9Q%VAQ,7^C(RV&`05N+15Q(QI+<1DW*7\E MLR-Q(I09<6&7-`QKD&YQ6G]._VX[K'$2E)0&<7Q_`E\ZP@D'EQ&C<<1[\F3.+%8H`?Y:L<8."!@(W7]2@!$FMI"1TM(%EJV6.-AQ`@L<:#(@.-&R(,X!FCX^M%2"8\#.N)8 M4#))1!P=2Z[\<1`G!8(F$35X$/A'2SL!D%9XB;,CH(,%H$I86,-@Z`@3)`Y0 M@E2@31P&?_C$V4+A%Y)+'W)`FM;2&K8=<6!\&&>#1)PN#"`M"=OACYHX).BL MZP2)J_\I``U&W"`"YPD=+G$PT'`#04$&`V40QED#`]/*R,<(-I"YZ(%%",6[%S/OKW[]_!M/;'"&[D M$%`<4LPE0&H_Y==:?DVTQ$X4*Q@P4A*L+!%9'$"&422&21B"0AQ$M)309)!H M,,ET#%0W)A]"K/'0BG$,`$<<61KB2P9?+H&$#?$5:NBAB!K_6L<5C\$C`@Y. MC*$:-4A-$D`+'2@##`L,R.$&`VV,4`.#5(!#S0(HF!"!`)(-](=9P$S"%A:3 M(,`/)R*>4F($3XS`@P42X$DK#AL,E2$U=L"0$2`E7'<\`:,!P@Q&@ M`3R)$I#<\`(9IDG@V`@D1#%B'!,H,\&.8>P3F@*4E#`'H7_,D.XT,9`R21Z@ M@2`K/U#$P885^^Q!!214A!!'!5@H_U$&$E',`@,42PS`EWJ4+$E!TDOD<9$! MH\10!R186!,'&9,LD#4#P.GP!QINL&#%&OV:-@"4!+R627YB2$*)LOJ"H$P5 M6>$8UV[[[3K1@8$;/,S@JRPH74`)#BCP,8(<+;31@AQ,#*#&""A\@$,4 M;G@0QAH3I,$)'+J)@?,?5D`"Z`NK&!3$)0O2C(`VI2$=*TI*:]*0H3:E*5\K2EKKTI3"-J4QG2M.:VO2F.,VI3G?*TY[Z M]*=`#:I0ATK4HAKUJ$A-JE*7RM2F.O6I4(VJ5*=*U:I:]:I8S:I6M\K5KGKU MJV`-JUC'2M:RFO6L:$VK6M?*UK:Z]:UPC:M^^O6O M@`VL8`=KTP9T`0>$36Q-V1(#V;@T`BQ1_RQA)P")@*XT`&'A@F03BR<2M#1: M<7#`9@FK`%#<@#,J?5D*"#E:P0JC'3E8ZA#81."@_(&/>O"]@3;7IX4B2P0@=,>*Y?Z>`8VCQ!`#.Q M01HDBJQ& MC0NTH;B'LH,OU/P'*CQO`JSEB03D2A;'_`PP4RH`(' MK^<2SOV#&4!P@S!TN0!K(-*("/`2',!L!D2N%0IV,`D\&:74'K4"!;1`!`:$ MP),8@\I`#H`&''C-"S%P@`,>@+.`]-DE)$QVN:(PARC(Z`\%B`(%6(#_@C%( M00A1MD`&0N!DF^!A`W<816RI\0,=Q,`.EFJ!6DA&;9?8"@TMD+*L1@!JO-R" M&@=@,;@+V@.?1"$#7Y@#IC'F!+J`+PQ2TTA+CG`-F.1A3TKF`!P*P(0G5.D/ ME)U$#P1AB!Z<@!,4P'%.5F"!.9Q)M"UY01PLZX-?],)Z@[B3'`X<,* M(`'?DE()`=]AY0ZU-L`DJ?/:48$/,)A$G3``!RBXY`1PP`=,6/"%HSLA?5++ MA`.^0(T>8,&Q=6!!"]B.DSH4`!2SV#8$*@"#">Q`@-0P@1X,\(29=_L+,-A3 M`:AA!3BH@0`":`,*9!$Q2B``#JB`>T'+%+&A_P"C`_(^%PP\P(6_),`$A5H` M'RW@!C?$ZE2@2!-,*.`&$,B`91()"`EN#``6X(P4LF,((@A`$*$Z.&-B#Q!2+(HD4$8@!-L0:Z5U!:!P-9`"`/ MA0A3!QDV`!/=@,'F``;B"(525*5O`! M![`"RT0)-H8!)2`"5$"&+9$$S/%+"4,PKVA0="!)(,!'7>`&4``!(T``%+`& M\I<*K@)79A&)R/>,!'4`4;`*K9$S:`8"=N`.$]4` MKM@2#:"+2/4!,^`E%B,I+9$#;H")^#A:%>`+(T`DZY$'">"0,&$6NG@$;3#_ M9@F94B!`(.:D`3`@(R"P!27`!>"5,#V@!%8@D$A@!4Z``$O``DZ0`%(``%@@ M!0)@`&``!E(0@#S9DP80,4E@61C3`VL``"L``\^G$U*`#!(YB'$@D$/S!ER8 MD2@E`@ZP!1X@;UJYE5RIE7UP`RT@;WTP`0XP!F/0!Y.&)`X@!@81`R:P!9ZW M`R:`!A-P`TYA/*.H`S<`!\@S`E&@/#<`A;)G`6C@`!:0`CN`!F$`9#P0!O(V M`X7I`!G@`&@PBB,0(!;P*X;@'+UR`WR@ERF`!E#`!G`0!5``!4\8!1:`($C2 M&[VR"C?P!%01("W``SM@07!0FG```6_@`.'1E<`9_YP0,)S$^09>,`/(Z0#[ M)`+,R9P4X)S.^9S/*0+3&9T44(P4D)W2V9SB04(@`4J``9OH04J@`5@ MT`0&P`5:8`!-``):``,PH`4@(`4=(),*A4S')``$AE=%`'(PT(&3('1>$`!! M``)\4`(<,`E(`!)%```'T"T20``1T`01P`$X4`4V\`($T`-,4`4X@`02P`14 M@`1TA`0GD`=%$$IY$`3?8P=*YJ#=TBTHD`+=`B0",*/=\FJE>0,SH"0ZVBU+ M9P($4`(4$*0$H`4MP`:540$ZZ@!0@`#U!0-(6J56.J-@````T`4TV05=T`$= MX))>.J9=``(@X*52X*4LP/\"7.JE6^JE60H`!1`"78``!8``4K`'"``#7G`% M'K`'&#!I)C!IA'H!%S!I,4"HBHJ5%S`!6.D!%+`'@SII.P`%8K`#F=D<>I`" M/.`!;!`&9XA7[!(J)8!Q+3$BR;8$<("0"^`&)3D)KR"4,Q$"Z)435!`>;A2* M#F8';Z`#1B`!/M`")O02>W`NZ-02'*`#;C`#>W(#5$`)7F->/)`%5*E3[.(! M(9`W+K$YT4$)&.!9U+`BB/8'P/&'-=%SZ\$$(]!^&S!Y+5%:W/<'*4!H^'8N M[-02=#`!*/`'27`)#_$'?>`+C56M.\4%!/@'6Z-R!$`8U&``(^`2OD`->>`S M\3K_$^BZ$]:0`"N@!SHP!2Z!!G"F`?_J$GSP!";P`.!*#5PP`9,``,J@`5"@ M`V#`!])'L#@E!'L2-REPBI/`!_H&`?1*"1%+#630!O%8)!!``OZH`[ZQ'D,4 M`V$0!=W8$E<0&Y/0!#Q+";*P',-*#4F0?WG`:6X0`RN@!'!@@C:+4WG@$P*I M!4]@;'QP`65`!TG`=[)*$'&`;A1P`U2&`RDT!O2X!MVJ$R\3&C!Q!2TP`1W0 M`!2`D)3`#I,AH/@J!E%@!C(P!$^`=6E[4TEC`1Y0AR8@/-0@&1U0$+_V$G@1 M=I.0!6XPE300"@-$":F1CCHQ1!F0`FZ0`05@JI,0.G&@_P9M``<(@(Q_`+D\ M8`0T004HT`*PX`9+N+DW!1IO$`$P``$1,`)4]B6B,(8P$0!Q0%N-1QS4`!IH M($G/^P?6AK8Y`03=4`<+DRX@`!)I``I1(`)T,`4WL`.A^KCY@HTH,*XOP6&= MX`70:U,G8$!HJP,AH`,L2PEF\00<$A.]V1(UAY$,L4`A0`!NP!ET``$IH($X M81;MET$RH`+6F`F:40)/,*`.$+1A8P'G@@,7<)D3\$PPP0`7H`PK4,`V=6K% MA0$88`#WAG3C\!0-1PE@@`+910DRL`:G2$+M!A$H(#(`P`>O&L)QD``G$&E$ M@`%0@`%VH`8E,`-Y]P=$PVTMP?\`+2`&E(`$2]`"<&``*D<)3%!Q2`!4+"O7``%$T''%>ME!M$2(=`!,Z`#^?<2S(;'-,4.+$`) M("`"+4"MDQ`022$%``67`$?W`',^`8!N`$+(``"*!R$N`<+Y$'(!!I+L$(A2S+*Q4"3L%15I:4 M&5#,2#`#:]`!#0<$:L`#9"0#;>`2(L`#P6@%-W`#`;`74[D>'/`PZT4)3;!# MHX@,;.#_`6<8L.LQ`K3#SBY5!8&'6)<$%>,X"4N9C@&``2,@!CO<$@?@!J*[ M!:)+#4&C;QR&`KQPQ8=R!,NSPP&``P+0!3SPCK!:S#H!`1<2X5`V[`7V[T M`#Z(`R1PQ4<0!BVP`S:<9R@0!3O`!NBM1`=]HU"UU M$NN<8RZQ`$[@L2[1`UQP!?M(#37``'/\"7%@TUK$NS"1!-WR`23@`!OU!PB` M!ON+UBJ5T`35T!%E`TM@`/!0,J%0`+D%!Y&EV'&V`!^@`3XS"VA0`09``!%3 M!+T*`06@(&L@BYK-7D00`]$`!R#``)GM$BM"!!"PR*U=6\WC_P&)$`,=0`9K M30V2AP2YO=N]90,&``519@`"0+PO40-H(#P4`&K(+58TD`,GX`1*?2@XP"BA M!0")31,>@`+34``-==U>10!8L"?*$-*%4@<(<`/U4*LW<6:UK-Y@]0,>D!_) M8`$#`,+PH0(7H0-9(.`W(0`WP`SZS55!```I<)EPP`,_N0*F!Q\YX!,HP`#0 M31,L0`N2V^!1A0='(``>@##L@%6-[E0A4`/[!X45`!+/#< M6&0`+:`#K+T3='`55Q#B;BY40!#9SY,"!N#8MV,'YP`'?)T3#0`#;L`%@![H M/K4`!4`,LT`!M8U%KH/8[J$$&=`&C4[I/E4$6.``T@4!(5!B`G4%T/,>0M`& M)!"&I-Y32"`%,,`12F,"(3#IM@,@.I#2ZZ%C7S`&,U[K/*5*'W`!IC$+'E`` M"VI08)`O&,8>3$`";J`!4X[L-J4`3A`TG3#(;8X[$M`("\$>"B`&\ MY68F`GIP`R30!1D]"0SP!4:^$SA`-Q,``3>P!IX+`V"@!2;0'"(@`(S8$IMP M`XAN$PH``&S`!BAO4#;`!`EFW@F8`9(`'B71!0EB+``$'0XKO=`PP` M&D_P`!__$C3``W!0[5/'-"B+)$^`!@:`!9#!!,PV`CL0NS6Q.>J+_Q-DH`-P MX`6E#U(V0`$C,`:H10U_4P`,8`(FH`,8A5'Q14'[%*9*('5&'0`B8,\5+P%0 M7P/](`(@0`!^W1(!(``/X`7.CSX94`()L`'$E`,Y/,AP@Q,9\`1-61-%<&IJ M<.PD!0@-$U\#=G^'B(F*?RXX1")A?'&3(RTZ(@`TBYNH MB%8P42-N(!L*I`M.6Y0C7RDCN[PC<3H&*@P,5&:*>08I:WH`0*9)<5=UI``H M<06&J:$`,;LZ8RK:BG13?&I*J'E'1@P(;Y-Q;C<3`^+V]_CYIDXJ"X@X#'+D M8&!%EKY-'QAC)A3044?$B)&.-%'8PP4%OCHA)B0P=>7"AT, MTIQ*M>HG-'$V(`JAPPV*%%%*4`4BH8`(%'SXP,AC-52/"7#FQ$A0)%60$6C8 M?EH@8\N("C,/^A!0P@*<*!Y$A"!PJ(Z$!QF.E"H#D5,>+AE`Z`L@`\:$%FO& M#)C6MK1I?1VR)HH01\*?$FO('%PQ8$><$6*(G/YDPZ^;$B#%+8F#\A,-E5`2 MT!S@-\Z3&0@6`=$01PR24$H^=`@C)@4<#'0\D='AX,R)%?[PR3#A"\*/W?#C M_Q%2@8LL%UIHYT#_-&`"=:V(L.8:$7'LAP0!!,B"1`\V$&`'#DR$H@`68;C1 M@@5+."/?)C<<(`&MH#0QP->%*$`6ZL4<)U^;A`@`7QB'`$:8D4D<,7.DA` M(R<-5(#"&G#L8``\<6B1#2=%W!"/&W`DH<\"(VJPX915J;`&"&&@\8<#\4P2 M70Q0"/"%:@&V]L<#<430A04#>*!''GJLL48<.*QQ`R@E1!&'!@6X0.4B> MPIH%(``-C!P'N)#`&$$3_T84$&8X`00G"W_F''B&K( M=M`,O2JBP`]0Q`$'`)7>,P0%:_P6ZR8+=,`#%P5YLH(3BZZ1@EZ+6.%&JHDH MT`0<)30Q01NNU)K4#W#$X46(Z89L2@,0I#"'!7_\]P<$71!PZ!^I`:CLIPC6 MQ0<)'>1\X@B;I/&#%#KP$(4;(_!0P@4:,,%!R!QHX(88$=)D:"(N:#!&"SMT M(,-!1(3Q%\2*G'#'$B*PU,D!(%B@I!PPU+4)$&&T4&(B0(PQYVTZ8'%`%U$$ M>T\3)95PI,B$CP+!#CUX@/*O6K'L,CHQKV8F(O]\>!#`'T3@8`#/B[`&CR\C M0)&!!6*)/,,(,%1%70`*"-!%"WQ,$!@("'[5EA!%JPB@`8 MHH8XA"$!-:C*%W9`!4Z4@08A$$(G\D"`*[1@$FI`$Q<^`0(W^,T)#WB"&R*5 M`A8IH@XYN(%K#J$$+6P-%$C@V_<&P##N^=`3$W!.&/:4@3CT00IQB,('5$`) M-X@`$0*H%QO^]0<"J&3_#0D`PA/64!PWS."'G.!5#ZA2!R=0*PX4<))5FI`F M3HPP)$8`007&%`<]&(!V((A##&BPHT/<003+X,((])0"`Q2`#LC:`LC^,`0. M*$$/<9A`%"`Y"3!T0@$]Z(8;'-"!,H#QDYT(``%6D`HB!3#@ M@%LU80`!6#"$1"!!"DOX0Q'`((6H_>`#H%0$Z6A"!RMLYPL\V,,(1)">JOS` M#11(Q`).@`4_+&(!QA1!5^"1`0.X4%U<:$$+>$`!#6A!!1H8W21P%(,.A&`% MB`B"+=J0`1+4`(?].``.(A@"5(8`1L\HH@%(&`/4'@"&KA`T&`Z]*'I M_TI!"_.!`R=XH05RB`$"KM.-$DB%*F*X00R(0(``&&&&IR3``3K@@1V@X`L6 MZ,D7UE"!I2VB#D+0@@C>8($/QN$&,_`"%D+PS43000H:X&D&*$`!+G0@!RZX M`P^>%8,]):(*.=#`#J"0@@L4(((0#6O(!C``)PS@!SE80@&D,$HD(&$%`6@` M%5B``QN\@`HND$`5>K`"'."@!S3H`6![H`0<$*`*2;"!8IE```G4U0Y(D``! M;$"#`!3!(P&88R[M4041N*$-_UP!/)?V@AAL@J#BBXP_\A`)"!+T2!!U=0KEBG M&[(W1`H.+7@"'"JQAB_L(@[=M9="OX"")T!!#U\XS!-N%X7V1F$.4!A!`YU3 M$B+9][[XS:]^\=LQ^U)R$E#@P0WRN5[Q/:$%7VC!"J.0WDC=)@XPG<0:Y/#! M2.U"#@[.[Q<@P&$(>.`-'&9#'-[@`!)TN,-O$`'.%S?)YP8`EP@00$@8(`2 M1.#&.,ZQCG$\NX/,#&!!&.@F M10!@D.`QD.&CH\!!`?8PA@H`@(JI8`)ZY_#J&8Q;#QY0@0!0FX\D0.$&G@R% M31GQAQ4$P6UF9H0_)("$&K"E"`K(0Y<9400.,D``!UB,#`1`A`.0]`BP&-*8(N?KM<73_2$&8Z0@"UH`'F>"`$,F@!&.B1@!D0C6AN,(/SN M"]$`P;`[P]1AAB@C!,)L$""9W"%`K#^F@[P2O*YEX`/0O_A!PI(0QZ>4+KX M""'DWA>`&Y('&.`&.Z!!88-2TH0&;Z`%3G!UF^`">B`'"/!1'/1.MZ(`,``' M8K`!Z8$#6Y`!?D,3+D(`X\<$1-`%),`&%3`W`OB"\%%^:Z`!+B@A;<8)#$`" M$_!-%X`&!Z`((>`U\G4K+^`&$Z`7!$`"4:`!8(4/>3``!J`!#J`#<^`!'3`` M7!!?T"$`S02#7E@:M@!+BX`NG$`'3K`#B*"!<<`"+'`#Z2$$<>`#BC``(P`! MLM"%H*``%&4`$K%GC@5'V#_7IWX!WM@`F]@-F5U!@G@`6AA2G_0`%3X M`!VP`G#@#PTP!F*0BBLV`QEP`;SS!S^P!1WG`3I0'`45!5!P=1)00:@`!%'P M`+I4!;BG!7P@7!T0`3G@0A)P->DU"5%0`4-D@!UP`&/D/FW0!@QH M%0P0!V\$*`D`!QJ``F%P"+\2;C,``@6@(3@0!A,`5@>0`H?``%XA;@Y0`AW@ M!2,@&U40`C&@`U^P!U@0!6.@`W>2"%#U&FW`!\2E``30!W"P6:C``E&0`(&' M"#/P!29`7(F``R8`!U"1!`P@`1*0!$]P!63`5S>`!M]D`QF0!BZP!:[8CD9Y M$.]8`N&Q_P@LX`8F,`%>0%`#(`=<`%>)$`!AT`<&80,[X(IL$`82(%ILL0)M M\`5=4`+;)08Z@`(;\`0>``)R0`*)T`%/P`("H`=TZ0`"T`$3T!ZC&`IU<`5N M$`8YD'&(8`-QX%&+4`/U\@9D>`@9H"EE8`)/T#Z(4`<@`05A`$]'V9GYD$0H",$9`$1Q`%;%"#]L`$ M3)28AV`%:W`&G(D(*Q`'[G(("B`!$/!K"'?X`AZ?FB][`"$H``$N`" M`+"&BT"?T?$'!2`&>C0<)?`!@%0"FG<(?R`!4#`#2WD/)P`"SB9B!P!:#4!#>4L!`;L1([L11;L19[L1B;L1J[L1S;L1[[L2`;LB([LB1; MLB9[LBB;LBJ[LBS;LB[[LC`;LS([LS1;LS9[LSB;LSJ[LSS;LS[[L^F9!M#Y M!VEP`5=@F!]`_P+:0R62N@AED'%TX$D`6!4!8'D1L'9`*WPEX`;26I!ND`$A M8AL&8!HKL`5/@)N'0`.V<;"'(`5R\@7140<>D$104!G(,@+58YOQ((R+,`32 MY0D']#))T%-Q\$5N!`6A\08;E[6(YP*1`GV)``%]\*6I`395`00PX`9H^P=* ML&9LFP<[,`._Y@P"<`,JQK:'8`>VL0-2T0=HM`EWH`:YXPD7``>'<)_KDD"; M@`!KL"U[$`>:T@ZF\`"$PK@_A`$W\`43(!4'H&(WX`!L@04>0"U$8`0&@`4@ M@`4*``(J-D8RX`4>T*]%8`)>T`'^P`4C"@HCL+E_X`2?<@A8L`:9@?\(>R!2 MY?H')#`)P^.K8X*V2!`"`I!*,3E4*94@?[``"#)^7?`%?R``,\`#!*`)4T". MBO`K3K(`32(`:#`#-J``58#`=@"2!OP''EP](3`"+/"AQELX/>`&!5`!+>`N M&Q`%,_`KT`@&:[`%];(!!0`/$(`!+,D#M9D",^`!(\`!8\`#<^L:<9"GHK"^ MB>"^;)L`OF![A^`!):$#144"_+('AQ`&AH*;`8`I-P`!2=`*:B`",B!05C5' M<_`%\-0%;O`'6Z`D$``#/_`$79&(B,!&7S"V"7`"+>8`X24#&#`).J!_$S`G M&7``DF!5*[P]'Q`%+O".FO$'%Z`'A_`$7(#_/KD4.>-"!0?P!6P``9%"`'Q` M`4A@=AN&`V+P>R:`M9\`Q8@@Q8F@!/&56W]P!6L`C8E``A)P.S+P`G02![A9 M`7'007&0`$UP`S@0`$\0`A(X`T/@!AJ``\G\!UVP!H<@!A#P!V70`C!0GB,0 M-8=@-TV,`WA@!7*0IPO!!@:[$@,0!Q"0`RT@`$JZ!&`0!P\;R2)C!CM0"0IF M`0(F+PMZ-`RX=@RXF0!<21"%?P MS;\L`4SD`270!W9@S']0`6_P:UVP`6>``HQE)BMP'1\@DMG,"H=0RG^``)%$ M`;QBH59@&\`[`&Z0_Z<&T`+00ZA7X-(6(-#W[#((Y\_I(@`H,$-5%0YA<`/* M%4+OR*2I,1,6\$1%X`90(`NM.@0AP)"90P3R0[!/S+XH-",40(,_`!@81``"S2#[P-A6-##;C`'DX`%7KX'_+8&)A``0>0&OT$C MGL4#0J8'5!`"7^`&:``!YYY?@'2*!& M?]`#*J%*U8/`>6OHA[4(_^L@B9`$*^#_`L.#!#*PFG]@!:N)(`35 M(%%&`Y*>!"5(`&R1`RWS48T@!5U`%^H2`EW0`+^FKXP``%V@1C;0!UU`*)"Q MZ(->[,9^L2ZP!,1^[,S^"6G``%*`!BK<[-1^%7*@!"D0=RQ:[=5.2FP`!:BL M)Y.^"2?0`E!I+\!.'$`-\L-(OT_4Q*P-@ M_PD=_P'*FKF@&C@.2*L`1L`/Z< MJ_\#W,P)5+`%&&,!^],)-N``7D``.P`(+7^#A(6&AW]3!HL=)V"+!B=*BV!E M?QJ0!@`TB'\T!DJ#!XL"1(,G'5<_:9VMKJ^PL;*SM+6VM[BYNKN(7'%1A;YJ M2+(R$XAF*&$GAV4><9T2:&I.$0]N`'6M&'((2!`CNGDF<5`$941?V#EZ&2-Q M8'\L<#<&#R-1'X=F#G$$?P*^[!#1HHT".C-0E(CCA9?#AQ`C2IQ(L2*A#G'B M&!G$(:.'074D2'`Q*(^5$R+I1-B108(9"4-<_C'R)D"#9$'-T4( M/9-AZ0\0,PH(00`QR$.X(=H(A2)T0B>B)$\@$&H1CLC_EC\*X#SX4P<%B4$; MXO"X8RA'QB,*9K0(\&<`E#L1XJCXHT.0Q;^``PL>3'A0AQ0M@%U2]O&/AQMM M1C3IT2+.EXP'8L1Q8V&'Y3@FL'Q!X>8#!PANX'PAR1.1BQ$S"JV(4\(#GR4( M;MR8>2,*G#..W9#X@H;N$CXCQ*SX$^*+P*2',&H=Q+60G1L#P-XX^^=('.Z$ M/EB8$"?)B11Q8OP9XH4#C3@I\L"!4KB^_?OX\W=0(R*.@#\M6*'#1S;$$8(= M(HS``484#!!'!73L4,$?!L21@04RW'#!%.HP0-L!\.RT`R($/%@('D^(0(0_ M%(:CPQA!B!$'&?V(05:S1_X$5::MW1@@1)Q>`#` MB"E\M,22/_CC1!P1S'86!!]YB,4?6,1I@`88*```!3?$T<5.TQE2XH2$Y/&% M"'G]T\4($L2A`P2@'C#!DA9`X&$&$-S01`=M_.'(%$668P`)7KBQY!]+>"9& M'G2T(0<&%T0Q@A9X$&)`!DR`$(<0=/QQ@!JV:J"-!FZL`0%);&:K[;9J'O9' M!FX\4<`?=?X!P`A!_)'IGGU^]P>@YL8Q:*$=#!+"!VR,T82CD"+2@QML%))% M'`EDNO_3"%2XP84V2DC@U"`.I-"!&U3\X0,0'2A&!Q.Q1EH=(7;P\(05?LS! MG01RP,$!(4_<4$&C;0Q@Q1\!L/#$"#Z<,(()"^G`[<]`!VV1"A;\H4(<80QB MP4=6^/<'`R,LP*Z?[Y+0@Q3R,N>&#D18X88!3^21YP,+=*'5%`.P1<@%:_Q# M%@\M()$7$4!<,,*/-PA1QPQ8>+%D&&]X6$(=3G`91PY__)#T(5![[)=0:`1E M`7B:54'(`R0X`0%M1G`]2`$C;.#!&N/"X88-0J>N^NJSA.!;"'7H8$``#JP1 M!9$6I-C&66C$T0&(-RS01T8/Q-''(%MD%(<6%;Z3T1E0M-W_GQ:%T)'"$P80 M$,8:IC1@61N;:2'C&B/`L4`%;G2@P>%&O#."&R#D&,?[2\3*0TFJY1%"!4A8 M\<58#8###H(0@"MX"CJ%P$@-5K`T._SA'CX0P/+R$(46.)!U&,P@!FD0@0B@ M#@<<2$,'(Y`$FJG```/(PQ^L4``!G"`$!LB##%!8``/$PU4(,$`!\N`"%8`` M!UA@@006(0,!Z,!GA0@``G10#FPQQP!+&```AG`'`"SB'S:`1`@&80-RL$"% M'X""'J00E4(O.;X`RG M.,=)SG*:\YSH3*ZD(!Y=J>03?@!3AM0@`T,P@52Z``.#&&% M+D@!"7GHPA?VT(%K-$$""LA!%[;X!S(XX3)16`$=H$`"-4#! MGGF0`QN@T`(@J*$<$)!#''8@@S.,``)KR`$"X/B.&1P`/6PH`0G_^*6"-5P7 M!GR)PQS@^$BEZ``*4TR5+&&+3`!T4C<5+JIT$O!"'#93@"P5( M'D?W-``8A*-3/"6!^39P@Q@DP`TSJ$$+Y*"$"=P`J",0TQ0<)8,XH(X\`RC4 M%I+@AN8.`@8[H,._?!:!+Q#"#3>$11+B@&`0<&<*4?#9#$Q`@]2DX:)%V#-0 M!Y$7"JP@#''8`M:J98(;4$`)4=A!B2(0_X.B%8H(1?C"!2+P!)]QH0T1>(,; M-@"^**`'#`7Z0@[R>64L$VP0G8KI'[@P`JM$(,QH^`-&-C`&'73AW`VV`P"V M]V8^_6'`*V``9RQ@@0=(X`M:&?UDB"D M&U@@#B@H40P8\%5_2P```;_`'.X0A2?LH%$$4"P2@'"I/\1!#=5^I1"N_00Y_4!:Y=9`4)33X`U\`P;G^T*GLD&`$0(`:95D@A/N* MNP4-^(,;G/`'?_]W(;;8YD,,"DZAY(!<[ZP!+X;8#>$ MR``:5(B%%B@@(&J3@3UA08?+1!_C*;!Q%$`'X_4#(W`\9?`&/D!R@[)Y7U4H M,94'31``5#``*'`#19`70C`!:\`*7(`&&Q<&E@`"`S![@\`'M]=&NC?_2DKP M#'*@?LZ";Q[0`A$W"!Z"-"]'.W%P`7G0*&"20'84!W(@`6[P'5@3!P"``1GA M!@@@01>V$..2$210(=*R2@*0`A:P`BP0!TZ0!FT$2K@2!]QE`2"@`!2@%TFA M4$$U`N,R"`H``2E@!^^U.3Y#'GK``SIP6QZB`?;T`EGS`6L0!P:@!A9``"FP M`C%P`RM0:&2`-3HP``^F!&^@%A?@!CB@`5"0!VE@>W+W!5)@92N(2`'06@1@ M3P%0`0^@7(50`AWP`AY0`7E@`!60)0LP`1=P)H-@!Q?0`4'P`#UP"02G`!,P M+@K0`3=02TU``AT0`$M0`6(R!B2@`#!0`12@_P"G.`,ED"X5,(L2``$50%F# MP`7;R`4`L8T5L(!ST$JQ0`0I$'>#X`11$`5)4(L5,%,TLP7;"%%_T&5HP`-R M%8YW-`A@-P(>D`>,-@(M(%`WDV?],0)0P`8,8`9,X29,C MF9,\*4L[V9-`&91".91$691&>91(F91*N91,V91.^910&952.9546956>95J MP@`@M94BH%:&\`$IT'N\8`->(`01D0<.A(L+(`"7QR2@^%<$X$1_D`2E"#(V M8#FR8%JJ2`A!@)=_8/\#>XF5B@0!8K!?8:`%:/!EA4`$47![#L$";M"`#X$< ML*%"$]`"65@(!3(6AH`^<=`")K8`3*1@&_$M@;APA8`!=W1'QQ`"C3)PA%`$ M87!'*S,`:^`&ZBB8&J0$Q[-O1/("7X$')[`"Q<)`CJD`)T!U?Y`'O$((=+`" M"+0`=<"<@Q```G`FU*D+&0,#!O"+ZA(&$'!;$O!>P%$(!)`!/]`U`(6("%6(`'QOD'1>`%*0`!S``$8R`&6^!`."`"2X,Z1E"8,>`%Z1(!7,#_ M"1'@`&)0/T2``1T@`B\@`3!P>*_0`&@P`B)@HX,@`CR0+H-0CW'@F+)Q@GM! M`GPP"!0P=3-P##B01H50!)G%22,P,SUF![X@`WC@GC5H-X,0!>J1H(LT`E_! M:G/0`;XP`!,:`P[@!&)@$&-@`0`P)$6``H4Y!S\%:^$2!\?U#%A`!W.@`=3R M`P.6$0E0(=KF"C@`-^6`0"*0`JL&`#Q`!4R7D@-P`R1!`D^@#5LH`2-@`(/P MJ9TP`%^@0L43`SP0&X7F`!T@!0I0!&C@%P[`46**2#N#<5^0`GH@B,89`):! M`H%8?T#E`2#@(8-P-!@P&PE0!R6P!CU``-AU!@I&_V$IL`!Q\``L@`0G<`&! MV0K2F&%_\*A`M0!PL$6^4P@K\P<)%0<7IQE2X`)AX`9.!ZK[1J^'P`,"]0=E M`#.UA!XFL#ZZ-@)AZ@!R4*N*-`+_UW@BL`(,FP?&N6G)RK`4\`6JN`0]\0)9 MX7YQ(`'0&JX\H`0,&Q1J6`L((9DBL`-SE#Q;,`,P9P`8$`4\8(E@006H\@Y@(J$<+)T MT00.4+<*)@4$`%)CP'@=$/\IYJ(C?Q`%".8"I+.B=6MB?U``:T`7874%&A4' M2S`#3[`<6P`':>``149'C>&T&%0#;E`!JU8HC:D'`D`%**`>&=`").!G0A"/ M)[L%9+`&)@`$8#`'+S`;9[`")9`""O`!(R``#+`&.H`!)``#UOHH<\D%`,>0@#3\!'(U`OG(M!#G`#@ M!T^0NOIP`G*`!FRP`^Z8OZRC`,T9"U:6!XSW!Q(:%;.1!4,P4G;`HPL`G3VU M`CLY!&W9"75`!0F0KK^UB&(B&V5,*`FPC(.0!1Z0!<5"""\P`0-PQX:`!#M, M!UP0!@^@$PL@`A!00H.``S"@`0CDQ,2T(O_AR)+ GRAPHIC 53 m62094tom6209441.gif GRAPHIC begin 644 m62094tom6209441.gif M1TE&.#EAPP&Z`>8``)>4DP<%!JVJJ<'`P"TI*.7DXXF%A%U: M65A55./BX6UJ:GAU='%M;+BVM)F6E3TZ.5%-3(R*B>KIZ,"]O-_>W38R,K"M MK(!]?.?EXZ"=G$A%1=#.S"4B(H."@FMH9^SKZF!=7&AE9-K9V$`]/-'0T#@U M--S:V=;5U!42$L3"P1T:&MC7U=_=W#`M+!D5%M;4TK.PKLO)R)N8E^CHYKNX MMM+/S<+`OMK8UN3CXNCFY2@E)86"@>WKZN'?WY.0C\W+RH.`?LK(QB`='8J( MB&-@7ZNHI=W$@N_O[R0@("PH)Q(/$!L7%R(?'QL8 M&/O[^_GX^/KZ^?CX]_W]_?3S\BDG)X2#A%E75_KY^3HW-____R'Y!``````` M+`````##`;H!``?_@'^"@X2%AH>(B8J+C(V.CY"1DI.4E9:7F)F:FYR=GI^@ MH:*CI*6FIZBIJJNLK:ZOL+&RL[2UMK>XN;J[O+V^O\#!PL/$Q<;'R,G*R\S- MSL_0T=+3U-76PQ4YJ@0$SG4++P(V&[POYN$%UY0,T4\/$$`0$!T7MPT,9&LW M%DRH,TW-ZL"H42%+@"J\GK@14R%#`#;J(ID@,T0:&18V4,RATFK)@4,J:C") M(8@+&51P0G0K=.4*ED$JNGTH/$'!G%DT<$:$2R1AP<\)#`&!!%0<48$AQ4"10AP M?$!(`69P$$8&;OS1`P\L4/"&%+EY0`8,#)PA!?\!?OR0!0P_8%&"&V8,TL`/ M0%P``A4SC-`A#1P`,8`@33#1@QA9B,$$!34TI\@0<%#0`%!0_)%#`/2I\$,* M'R"@0198B!#'3W\P4*4@"`1`SA]5I```'!$`,($-<*10QA]UK('`$0%H`(`> M;&`@X@P4(!=+@P`JDP]!!-#!.,$("O M@D`1@!>#H$`&!WAPX,(02(1QA@,L4'%?'3.P00<$/RRP@`86[$"'!U2H\`0` M'-3Q@Q4(+,#"&JT6P@(+@Y!`!0M*_-$`$#1L$``4*EQ1@QJ7#@+'&8(8E!<= M.J#PA0IC)*'`#`T\P9[_&4@HFT0)"0C2`QP`"")$%BJ8(8,*';1@!D0-K%"" M'0$004(2$ZRQF"`/Q%&($G5($,`".5"A@"`!C&D'0@X$H`(>1S#AP1\+`$&' M%ETTH$$_PQQ4N+U&%%``^@@,<=@I!Q:A@/#!)# M9@#PL$8;?]PU2`I,C"&($68OH/@?3*B.LPHJ!-`Q!2$(\@(?@K1`V!^IML&$ M#'1@JD;I;C.AM2`5N&:!ZB04@!4T(&P7``"&-GC4`,0(0,7AQ!\FE/#' M_PL6G`#Z"W6^,\@9F0.P-WBJ(O0'`7%D=J,?4$#2)4A)``')/S!#6,K&E#"DK2;#?`)"]!9"FUD"",+@NC_XH9"C MBET85*"!LHWO#!4H`+U0-0)6W&8!),#A"(3X8`AY(!E4_B$`%OP#'.S'.S02PFJH0`#4($!"&` M*HR`(S=PP`.0AJ0(@0R+L<(:,/F#6\I79!%G1AL$`93H"&BIZ! M`FT(00X(`-$R:,`-.(R#!R()`108X03=L`,8^M<&;E6]W0$0@SE8X)@MA),` M!XB,`D#``NY900V+H0,6G\`#^RFY!@]"`1RLL*@=J"$"%-"#$/"P@@"H9`IZ M8($`?J`'&,C@!H6D!7`P!^``6R"`518`.S*(L-4&[((@@T((L#X&>S:"-$``5&F!Q1``!:\$J0 MD`!0@$E%T``[`&\Q((MWHP3G80F;&!&FL#M_@%I#8`)&R!AVL/]7AH!:VGB. MZ)B.ZKB.[-B.[OB.\!B/\CB/]%B/]GB/^)B/^KB/_-B/_OB/`!F0`CF0!%F0 M!GF0")F0"KF0#-F0#OF0$!F1$CF1%%F1%GF1&)F1&KF1'-F1'OF1(!F2(CF2 M)%F2)GF2*)F2*KF2+-F2+OF2,!F3,CF3-%F3-GF3.)F3.KF3/-F3/OF30!F4 M0CF41%F41GF42)F42KF43-F43OF44!F54CF55%F55GF56)F56KF57-F57OF5 M8!F68CF69%F69GF6:)F6:KF6;-F6;OF6)F7>KF7?-F7 M?OF7@!F8@CF8A%F8AGF8B)F8BKF8C-G_F([YF)`9F9(YF919F99YF9B9F9JY MF9S9F9[YF:`9FJ(YFJ19FJ9YFJB9FJJYFJS9FJ[YFK`9F[(YF[19F[9YF[B9 MF[JYF[S9F[[YF\`9G,(YG,19G,9YG,B9G,JYG,S9G,[YG-#)EJ`$"4)`*)P` MB(+P'7^@!`Z`!3G@`U`S%(.`!5"P780@!`.P`$;P(++(.`>@`%&`G;,H/N`) MF$(@#Q`@`Z"#//@)`6@``,]7+V8@#]U%`!H@#QV0+P0@@LXU*8*P`Q/0GQ!@ M*7$!`WHPAB;C3X/``A@E"!-P`SR@9UK`!"%0='_P!"?P3`371S]P`W`@'#ZX M('\`!E0@!RR@_P%\P`)8D`5D$`(_,#0+\`,G<`4RH%.&\080H&I20`5D0`4P MP&HAL`8@&`)\)P!#1P8N``([(*7Q\`!RP`-CP@5<0@$:X`(RBFYLM`9$L`,_ M$`!DX#'P`!L9`'1 ME"AL!#HQ``%T1P`YL`9,8$&(ZD`%``1D,#9)0`4Z`&TK0`410`A.0`8%*`A* MP`1NBE$C<(E,Q@?=L`(ZP!5N^@0$4`%Z8#3C%0*O5`<>`'5LM(OWY3IQ$`"W M=`4[I19/ESD*8`9M``!L=!\/X!BJVA:E9P&+D0,A,'\U0`5SH@0ZL/]>@W`" MG<*);`0$4N8"W1`%?G`0C-$!W?67K:0#4X5CY7JMH48(4(`&.S5N$?``;"0( M'%"N@G`G;O`@+Q``.L2G3T4':Q``3Y,LMY6`.K`H@L`'JDH&+P$`!/4'19!2 M"_(`V`&M-,4%,0``JY1UBD((%Q([`2!@PVHVQBJSM_0'R_H'"O!*T.H=J=4Q MBA6Q^'H%-F``2."R"Q`\'8"!A`"I,;("D.JFV,$$E\*G<"4(M1.8K40%SV.O MJ(2OAP`%4B`"`7`"0`$!.^LC;`1M1#,]XZ.PU!4`3Q4%;`1?9="AK,-&(&8[ M.\!&000`HVHEBD4&66`')C`G6@"U*2`!=##_)WQ*MH2P`77$1C"K`<0ZLPV@ M6&QULX.PL]JI*A`K"/A:`Z!$!^0:`&\0;(7`M,I1!0+`1N`F!U_0`&X03HC9 M2N_#L@$PJGI`J(9J"%S5N@&P!`#0!&=[!6QT*B=4K@FK,UX0`'"@.LJE`TI[ M"!PE!@1K.WA0>M,#`+(V",`;`#R0',9"!F9`!A(@"'"B;B#!1MM%N3([H340 M`!!0!QX*.82PL_9 MM>;(.P%@`>;@:KX+`P?``VTD`^<2L,9+483`1H>1L'!@O:UF.PJ[7EIP#JX1 M`P^@!"P&4&8D"%+`_T9N`+-W]@$AP$9D`)Y5X*8+(`;GNVH!_'"%8+325+D0 M4$[>,PB:2ZL@K+^$"KH!X`8HL`8+@@>Z4P4:G&A2'",'+`AFX*9S0``X$,#B M-)@'(`!?T$IQ<#BB%$`,YH6%;6Y=A0'?SJD0+L`+880'15P@H``*?6"P@A`-L%!IG^_\' M?.JJRD4%4P#(?_#!=9+!`6!6@.I/2;I*W6%VXS,(#B`'`0`0@S``<;`2"N"N M)+L!!T``2H!\"4A`5N(%#7`'-Q``H_@'+G`SJ4QQ>UR_1OS*4>RY_(NM@J`` M$Q`[2Q4[$?O%@I``:5P"0``$&90&;%3.@J`%"X`%%J`SI:>A=6DL8=!*NGP` M`=PQU#Q:R2N?H\@"9F"HWUP$BN4:>:"JX[:\]:L#%;$!/*`#"P*IN-,%%S(( M@,IF<("Z,V7*['4#>3$#5$`./_PS7"``/.`A[1$`.K`".9`&)U"HY,:^.<`! M&F"HERO+=-2N/.`83^<&>:$<:3L(]!,`&2!(S0O_!UI`!!%`!B_@LD1@`E9` M!;LS!,7Z!C:0`V+P!O'R(63P$71@3]`F.``3E1``1>W>M5 M!7L``!B@!16P!R`P!EJ`L@L0!76@`#D``"\`H(6P`*]7`4-@`Z^'NDU!OX+0 M!@@``B\09#GP2B0``OV@_Y<1G`M8\``@HY%?D`%ZQIDF@`3Q5`E%T*X!H,L9 M*01A$(Z8F0=C$,!BD$&50`#4S$85'9W74`:J*L!J.PG&`@>N;.75H`(+K0,E MT!UF)0E)$P`E,+`="^;3<`'6*P6"U,QV&PF]35SDBIVV4`=U`,>$T`-T\`18 M$.2#4`==D*^,T``YP&'UZ@@DX`#$4HX<1BH!:IA1H`%6X`$:T-F(T!WSBVP& MH0)$4!O360A64.,YP`0NT``'H`-SL`L@(`)J<*:Y$0(30$ZZ9LUQ4.4[(ZXG MB@9Q$`<_X`;]%^F,@`)4X`)^/@@[``%Q`"3?E0%*7I@Q@`%L)`'9?`C"\@-W M\_\%8D`&#P.HXU8(E^8F^(%I?[!&O%X+=Z!6R$L(#;!3\4H(AVODB.`%YCD_ M[(L#?"H&V:X(!$`%<+#L@_##L]H`@/JWB?G!B)`']'LGQD0'P9,#Q(XIU#SN MA,`&8QM>`5`#W9!3-D("T<3JYM@`>$`"J-4`),`4A*`"X4@Y3@#E@V`'2T!G M5F('#1`3A:X"#5"L[TX(.U5("/<\7[!>0U\'.7`W'X`G)-"[:SLT"1L`V&," MYD4(2U`!Y)@$QZ4"=0`[V6[P*+PW>3`$*D`'!Z`"OF4".;`$T%@!]+L!/@`[ M%<`X'EL!`%`'=&`#`T`"2E`!A!Z5#2`#2,5`":`/MRO_"`QO"!G``R[P`8#J MHRYP!G1@+/PD!HJ%\8*``X`:`(']!S/@`E0@`$9D`:-=`F0P4C(.!'#P'0Q@ M`3R``63P/WCCHN3[`*'1V&1`'Q%@`3^P!7`PXP^J!HH5`I3#`??RL#\`-N0J MI1<-]&005F:@`W)`!2Y$A)G3IC]@O4"@`BJ;4N'(O@WP=&S&!G#PP[*&VQ3` M`T32`T)(`/Y2`XT.]G_PJV2;!&SD``,+!RA5Y,D*"'\=`7X_`61??PA4$3\8 M,6@!:50!1'^7F)F:FYR=GI^@H:*CI*6FIZB@=35P#BX!1PA"98BY8Z`3\&7-(B)P`-OZ8"0"E1+`*G(*I M2Q`@18\`;_X8"&!!40`=`OP$2%"&0P`V133I\J,G@)@C?P20$?%G#14<)0*\ MH",C0)<>9'00`.'A5J8JAP#T_)'PCRX'2/5<"C9@XXL_``+\,(&NQ!\+-?Y, M((,C@JX55DRD6LNVK=NW<..*:N`"3@,+E4@$Y5"``"Y=FO+,T8%@1H`3?.`4 M0+<@A*XI7YMI$F$#RJ$>?W(P(UQBCC`'4XH(<)%"0(`'?QP`SA+`PQ\Y]BRC M^(88)P#$3<$2U`P@I`Z3``20 M=LSMYT\Q=8[592*@B\,5%F1NQ(#1^@_R!&9'_&%OD0P<$&26;$)*9H(N%)@\ MA1054Y'Q1QCM9?5"'L@9X105,X1@@0UF:2#7A1AFJ.&&;(DF!AP!P/#'&;K\ MH$DNNV#RA`JZ=,`$'#W$((`8S8$AC`J17:')$WJ\P%H`'1#@60!Q./"$,$!D MXH`,-03`CVJ[L&?`'^@(81D,).C"P`LO*)$;'#ANTH0%W_WQ@I/N,00E<\YE M8D,.?P2S0IP!#!!9!5FI<6``>I:)EWB8D#=<`;H(@!P4:5;_@1=$]"4!HF<3 M[/>1"6)HY9=3`4`5P!H%SA<``UCIQ%,``A'9`!V7F'05AZRVZNJK;ADVQ`TA M-C"$!U3]E>(?=K#`XDG)T+'1&%8$<-UC.6I2PQ455)"!L1X00J0#EJ$3!R8( M`/&`:D\"EL([?Q3Q@!Q46%)&,`CPVD!N9*@U&1P(G*G.F30=6@8S;#[W1P5$ MTCGG*RC0T9(#66W'IW?#R;N)+NH@H,L5>P00P1_"K:!@`^A`\>46P82A"5(Z M_#%$,#*@*F``/'3J#@>A7L6>0"!ZK$41%.@$Z\TXYYPS#KJ`0(FO;FR@19VZ M8N(%''88LND97;@1P`R4G#:(!PXP_Y-")@.X@E M/^P`I:>H9<&$$5<(<,"(QG8@QA3LZI=)'W*0`4%S$&QPIM:'4AD`&E+H8LDE M0\!A!L]`)&0$D*J9L2>!IG5DB,<$13!#(I?DH$L$(%RWQ@$7G/##`62(D<<3 M0/RPB!]V(!#,!PH$0(6#EQS0$QD?_`&"+BG<@4X-E)!QP`#!:!')"20D_L,6 MV;C&'AEJ9+!$,1K,K?/WX(?OU@$GP&$%#$"H00(58K"@@5%_#("&!1:P4$,- M%ECN`QPZ_'"U!V!I`HB@X``1_&`"(5B#:RZA!#580`N72(,%@L&`,%A@#'!`%!9P MJ4LT0`7`#*8*G/`'+9`!!'K[Y0'HX!\\_I(`)"@"_.P`3.\MX0K_K1NF"G#@ M'Q20H)J8<,(M#D#,`Q#@`%_XI@KJP($Y0``"AM`1`5302B?4$G2:N!0)4)6' M/]"!`+<`71WT@F1#>Q3;0@`/(Q!1H4,PTX M,($M$&#`-Y'P`P=(]*0H3:E*5^H6`JP!"+W91+3Z6`H:/`U^V5`"6RIP!B#H MP`-#8*E0ATK4HDHT<0+9Q`:H@!I3O(%HE_@`&4QDU*I:]:I81>D0V&<'3JR` M#&DLQ=!@T%5>92,-64VK6M?*5E;)X*.<:,,)6&`**#T!$ZK1@[O:RM>^^O6O MG!`"&7*X"=LQ=!3%$4(F0)0NP#KVL9"U_^H=J"""A&8B!)8K10[TP`3XY2XC MD0VM:$<+T8THEA,4Z2`I1F`,3"3A!G`('FEG2]O:ODH)<%`#/B=3`Q*8X@1, M0-4EOD6!LMKVN,A-[EI6$("[I%[`#2080/;#4`33%$IKQP2931=KW[W"]GB\,$3*2!# M3$?!72L8MR52X*^"%\Q7$@#7N9N@01SH2@HZ$"2HER!(#?#(X`Y[N*I9R8`G M-@(G4I2@?YA8`AG(8-\/N_C%**6#!>:PA4[0@`KHE2X0@H`)2E``QD`.LD.+ MP[).8)/#HX@!#_\R^P?+Q*$,0HZRE'76!B#`(0F>$($,3,$`.`#H#R6`@Y>G M3.8RL\IA1>9$%WB@`,T"00-03A--S$SG.L/%#V3I1!TL,)M2T.JTB6/"@.U, MZ$*/`@5DJ"@GB!"`!93"!L:ZQ-"`\.57F=30F,8NCP(@QT[\X`:6!8596J"% M-7`DK*]B])PRS>KCMN#-GAA:FTFAA#CH004\@(,,M(@*$(`S"BD(!00GOA9A9D''[VY49@)[%`M1-(82)[%_6QQ\<&!!G#" M860X0;8[,8!-P5L4'#`W*6P`!%V<]N(X?]6W"M").[B`PJ1P`!R\`(IHS7D3 M,4!'!G+7`5+8X3IC$`4=!B&-41CF:9W.N=8W9`+C]),3`""#(4DQ@=A^H@QP M((-J-;$1*JB@23P?14[<@`-1:"$:ZI8[B,A0XJW['4/4L!,G[*`&,>@[%$4( M0(X]D3@(]#(36*`"'(AP`#A0`,$Y/;'<*2&@H0@,B)GFBY,"#\B2*`J-&G0((7 MA)M\Y%L!#CKE1+G7'HHZ#$*VG<"!9[BO"4.H`PZ``0U6(%:EPN@T@ED,%^E0!&1X@DMX!F" MMPGL@58;0`89\'*@0`,@(@?4QPD7L8)5%PI41W^A4`ZZ`($Z^''))(`;J`#5!0*N1<` M$\!^HQ`U#."$7ZAU>F$&!X@)#2`#8B@*@J4GG_`*J[8)WS)?)O`BH[`1+M&( MG)`[;I!N67!\F$`B`E8*=T!Q9!!WB;AU\L!_6$-ZIH`46G@4*)-M&X`7*;$` M9'")GZ`9NI"'GW`'"Q$&;W`#.<@)U!``KBAU:2`,;/"*?P#$#G6``9$`@?W`_H\!:1%)WH$`-.B`"<-`%F6<,'RTB- M_\8$0QAA(R@*-7,UX1<`;G!IFR`<6Y:)HH`?NK`JH(!G_M%TH@"%5(!DHR#_ M$A^!C?J(@@D",'(G_@!!D'7Z`0`T#@&)D2"CFA!S\`5V=H M:B0Y"@[H"QNI=0U@>7(Q5I^`!,'`CIM@&1T1+9'("3CP`VXP"#P`BIM`*\;" M.Z'@,&207Z(0!<)`5CN9W"<\B`A>Q.J"'#F,0+;3X M"7D0#`$`EI_0`Z;F`80(>I6R*=[8E>(F#\+F%C$`!W'PET\$(L^H"7C!`,+Q MAT&Y*4OYDJ!0,\8"$Z&0!PZ8E)]`$5IAD(#Y;R;0$G+1!1CU"6H0`'#P"1/4 M"POT"5@0!W#@!(W3+J"0@+I`E:"`%)%&"G5PA_H2_YK_EA7_%1?H`!F=8!FG MX0EZH0M,`)7C$0F.QB]P`&V;`"6O"0H_(HBE0&\H*)P75S,>UQ9(``0F_0ABAT`1D\&-_D'O7`@H.=P&B0`3]HPNQ-PIE0"(R8(;@*6XB0`;; M^!:L-79*57-4P(&8\"MGV0DGUH^-4YV?T`6F9HZ@0`!PP`.),P>E$&`!T&(# MZF_T(Q<:``?0IPD.V&>=\"MCV0DMH`,G`&$.T!R@>9"ZP`^@X`#"40+L$:&? M4!R'@8@EBET"P`(W\$X8`)ER@0-P@'!OD3M,M@EV0)?3R'BZ$*.;T`:O\(PJ M@!`QF1`#M)*=F*0GT!R6O$6 M#F``,/`#&)@`6"FG5<4O=N(0_7A0XV0*Z""?;P$!3`(;*D)W\(#EM4`&$`%<5`"K`%:G*`$(O!3F-`DF-H)=E`LNN"HIH`# M"<`*NJ`#:1<`(>"DI%I4IAH_9(`:1A!$,H`#.P`#'&`%&I`''@!^H(`7?[H6 M43`'9\H)["&IWF@$3$`%6.`?W:8)7^4":H@)1W`(E?8'T:.:Z6(9JQE7K-`$ M\,/_`E$*"FW`&NS16JC0!E!PAR(``P:`!`L0`7-`!F\PJ.&:4OQ2`"KP,B1P M`UQ``'%@!0I@"%Y@!D[``"SX<<,1EM&U"77P`#Q@&N>F"210*7/BF=1'!TUP M&)\@'`'`!9?0`_YQ`I?R`;H0DIA@`\%`C)?`;9]@`B3"`I,3.:=``T2J`\JP M"27``T"0'RLKKBXQ`1/@(!@`!&N@JSH0`WP0%JGP)ZC0``D07G20'G^Y!3R0 M`/YQM)A0!_ZQ0`U0<^*("6W0$R&`>9V0`\$`!_1S"!&@;X8P`:L7!LPP`XV( M%*K7"0W@&)'"'I,Z"DY`K7XP`/E(#DZC-7,[5..*"1H@_R(#Q@$#:PIX8:VA M0`1,\*M^](``H*B:H`$`V[B:<`#7T;-_4#.M^`<'P`".D05[R8S"H#ORRILB M@`5"``"O``0ZXK;-$UC7$0%0!KND<`#P^1$:<+"U*]>PD10`4> MZ0$$\`+#6PHB`;BB8`; M<05NZ`DYL`(C@`(B=PD;(!(ZP`RZ<`.#F0FA1P8PI0FX4A&@([^A<"NF,P*C M^@F>"`4"VK\012A'^$2MDP!>8`5X$`$,>`E2(*^?X`YQH)',:19^,&N80`+G M-P<6>0D5\`94>R3'=`DM8!8=$/]_F8``QP('(L"U;V$"''`0@K@"?>=5NI"E M=9``&4`&>F```\9<3$!^FS`$T'`8+_##H.`$IL8#-4;$)R4$)T`&+F!O4$`% MZ7$`;!"W"S0!^3H*>*$&(XP)7Y`$J,@`'&B:/)`!'ID)=A`'K_E4.H`&\-@> MGG`$4""K.<,'NA`'S:$+(:#&EW`D`5![FN`$1N!"8@`%GV<*3Q`,L0O)M/4C M:W#$?Q`#*Q`!+LP"7XP)@Z"@F4`H6KP`/$"7ZBM4!!!\NB`#83#$Q:`#5%D' M5P`#Y\>=;4%U#"?-M%4'V^D"$^`'&G`"OZP#,)"GF5"@LCH!E94)7``#&5`` MUJE2*`#_`%UPQ[>*=R[`$C7'$4J$!-^+"B1"*OK\5T]0!29]TBA=!7N@`>'; MTDS0`2;=!.Y*`1Q@TA[`!V9!!GR0`1'@`3+`!PP@`RG``Q/``%9``3`0`4)M MTCW-`5X@`U7``1Z@`5E@!3.0`0^0`3(P`QR@`2F@U3+0`4&-U6>0U3NM`0^0 MUFG]TVK=UF[]UG`=UW)]ARU]&!@4UV(0`FH=J7K=UC_0UC<@E>7Z`)PU5S?@ M!S_'`P]@`7*@0B$@!FG]`S*9UDQ0%Q*B!RX@!R[@!CPP!U9&!1.X8G*0=F3` M`W%`PRM&PW&[VIAP(\ MP`1B0`4_<-=Z?0-O@+:)6`%H$`$:L"43T*X38`4<\`(=$-9''0%<$@$=P"7@ M'=[AW203(-[@73[FG=[JO=[LW=[N_=XO@`$8L-XC``7@/0+A;=]<`@5C,`8O M,`(```5:L`+-4N`(4`#-(@`(7N`@\`$%WBP(4"EBL.`/7N$6?N$8GN$5W@)< M4`%#4.!#$`4>O@-1X`#-HDM#T`)/$`5#$`1/L`-/T`(7$.(M8`,VT`,.X`,$ M8.-#<`$DT`(T4`8VL`'X^0=:1`)8T,HC[0EE(!*8<9TZ`'2$=E&M\8]+OE[\ MHJ$V3`9%;FC16!%7OF"LM7AKK`/UB?]I=(`.9+`X8:Y?:LH)9N&JF-8`(D$& M5=#F^K5BV7@%5$`%QO8%*L"_9F8#E:(#!XKGV#4%`5"-$1GE`,?)H)6F`! MT1H*E-"F;*$`<9`"0QQ1D&8#$Q7<()6O`"BXD) MS3'KH``BCANX'&'%**6_&0CLR$5OCNM"]+8#(.`&#X#L&*$-T\8$0"`2)S`# M.M`$=2`#(`('$Q`#,6`!WB@`B1` M`$;@7"I@!`S53RDAZ&NA`#5GO=P^6\7B<2[I!BP`4.R(%P%P`Y[!*>&[!MH MJ:JKK*VNK["QLK.TM:P?`2*=$8IL?P1FBAL6`0]_,`$6?XIGOXHP?SM^B@%N M?W$!+PZ*6G\D<`'(`5!_`XH5$`$:?^DN$]348QJ*G0``!'\6<0]Y$4#P#AX$ M"/%'3;%CAQ(%6/'GBJ(G?[8%4/!'B*(';?]L=:)P2*/'CR!#BAQ)LJ0K0R`Z M[?CG`@::453RA?N3(=FR`!XT*9*B`0Z##QX"D!DRJ@,.<#,L*4J@"(*3,(J" M4,G%+L`:*$(3,/@QXXF8:IP4IJ@S%88`13-2@`MX$)LQ$0&H(%&TX,\"133^ ME%#T00$V*DE$QN!KLK#APX@3*XZ5;H"G=_#(,.1!-9TR13EO>C$4X(><`#*P M@(L3H28<"_]$]*!V0X>B(HK6I8N#0U&&FJ1X1H89W@6G@0HB@!.`"UM,H<%*>201)9400!B>*(&`IKD\2HI)9J MJBDS!)!`/2R,=Q=TIYXW3P2QUFKKK8J9P$0`/73"1!7CV6"&!EW@*MX8_P&< M8.RRS#8KRP!D6--;`!4X:^TKZGEW[;;<.KO"09LT<`(<2\""PP".:4+``"HT M`!$L#0#9+4APD&'GO/CF6VI-Y&QB45VP6/W_S'%O9TH;47`>SPQP$+%,"&5470 M880`#I3QQQ(.D%""`-Z=!;641`I$J]"01_Z11?^Z;`(&$$'(<@Y38%9>*`2ETBU M?[!)$VN`0"WR,)51^.'_#QN,@P<=<`$`".`?<(@#$,C0-$T(P@)52",^7/B' MW^E@%$!`P:X40083S*,`__A/S<18HP>DXP5_@`L,C#BJ:5B,B8AT'FQ^\"X? M0:,6U@D`K38(A`LH8@22<-DA6L`",E`$=6#A!(UHU3XA!&4$6YF!=0J`0YQL M*``LD!\3`"`')B2@.8"$2P=>%9@BN>:0B0RFT&+TR#](`0C(HX6/`@`'QVR0 M#']P#35^T#YI,E`@O.&$(.>D"#U,I093B4-VC&"0"KR##-+T3U,P@XU6D1`#V5,`AQN\((/E)'@.SBPA)=5BYXZ MX-D]9XHO8@#L6U-HUA".^(=S;4(%Z?I##QR#@S[]P08HZ.43\O*'(@R@3S%` MUY9@*C*:6M5:L`D`%Z!H!L9=E4C(TM!7Q\JL(<3E"W>#0\?(*J07)(NM<+75 MD5I5CCK&-4CC8]Y=]UJD\*5D`W"0`5_-(PA@#?:PYX&+`_YP)+`A=C&C>.)C M)YN8'(#C9AY8`V45PP6A!'6SH"5)`80B5"KH,[2&.` MX-K"?,6PM$K@/]%<'M40G@`"[`@7UVH"#\V4# M-^C!!-/CPT#,$(2,IUP*GB1)!'C"P87YL21'&,(YBH&5`&0@XE500,@ MZ.%>,R95'1S@@!S8UP$$F`(7&-<`!TS!"A9XER967%=C-&`(5YBG"I`0A0_0 MH0L*]@@!_G&='*,B*/WT,I$8``M=%&D`%8!"'=9C#,55@T;`T`8,DJS@`(*C`$.2D`3]H2E.% MX"])&``_8',B#W#1J[>#A`((!7J``.@AA!0DHA5W@ M;@NL4.$(.;;!KJPP`@&\8'Q,\-354$!O!L89\W?1D.@(,GD*`(!^@!"6*PA#8XP`1](@`)2-"# M+SP!(AO`@0EX3`,38.$`&\`"%H:_@2<0``NM5P&0BXR%'F"!QP[`@>Q[T(/; M#Y_'.,"^^+'O@1#$000>&+_ZUS_^+F!_`.(W0@O@[P`4T/^?_@Z`?PN&P.,! M(`'[_X=]0Z`%"R``"X``#E``+2!"`U``0R`$8X("0[``4V`$"/`!)>!_V#=_ M`LA_)2`$#B``!+J.#O$-'S,110H%.=#0* M.B!--:((#E*%6[B%TN0R0``$/$`%<_!&/*`#5-`?;,B&:]@?;M"&)B'>KB'<]A@*^<`:U(`""``0E``"R`$)8``*"`$'U``'_`!`S`%BG@6 M5%"!2)`W+>``6_`!4Y`#[%()H+C_!4F0`STP!5N@`CO0!4GP!!_`!0Z@`CG@ M?BV0`Z!(BSB`!:"8BT>0B[S8B[[XB\`8C,(XC,18C"I`)542`V5```W0`'E` M``?0`%\0<9]`C04%"WU@>9"3*B6FC=YX6`T`#L7UC>1X5RB@")57CNI(5AP! M3>OXCE=%`FM0/?!8C\)D<]1BC_H83"03`/&UCP"I1-81D`390`2@&[I6D`H9 M.4PA20OYD$%C'2D!D12I+W`1`(!7D1K)+02`>4NWD2#I+&XU$R%9DLLRD@YE MDBIY*D7P`^K!(RL9DZ6"`(I0`U4EDS@9)+P5`!Z6DSYI'G8@D3\YE.2A`BY9 M;T29E(AA_P1(B&A*^90E03?3`95461+6D9)5F94:(0@!`"E:^96V0"%@.9:T MT!PA0I9H&3,!D)!IV9:JX`7+XY9R.5T!-Y=V>9=XF9=ZN9=\V9=^^9>`&9B" M.9B$69B&>9B(F9B*N9B,V9B.^9B0&9F2.9F4>2U.X`G'IQ@WV7F<<`=.&1)T M\&B5"313\%F;4`=I$`?0I0D-,`)4@)4E$0,8``0:D$P(H`$G8$$%(`80$`6= MP``B$)PBX`6*]PH8``%R8`56P%2CF3$BH#2=<`!!$7)4(PFP21)9X`84,(,8 MU@6)UP-DD!=;T)57(&.<\`4N``$.L`.IT@0,3*!/)V`,=L`"S<`)%E`YW,,#FXD* M&@!-`$7@`'*0`Q%-`!J9(710`&#X`,"[`!52`% M8#`#?S`$&6`&8*`U,,H"2<0%,X"@@$=``&2!NL08#-U,`2H``9``$59``,``& M(D`!DL('9H`!YH4","`"'$`"&[4&IS6B0N(#)W``8A`',G4&5B`$\A,%7Z!G M`T`C:Y*$+*`'\J@`*S`'(\`%?H`"":#_:Q%``3L0`D)`$V;P8$Q0!(G0,2S@ M`K#U4C!`:!+J`EH``F=`!BF!!'!0`E4`!#;P`52`!LR&GW^@!,U1`PK0)RK` M`7HP`&Q`!7+@`3.0`"+@``!0033`!#E@$5!``SK@`?\HJ$$R!IE0&Z)R5`&` M`^40`"V@!4"`80":#TOGH?;P!D!P!620`G?``'_P`#?P!`D0KJUP!R(P::NJ M"3(0!TSQ4A[@CE5*!13``8*``5<6`0U0`&3@&+0#>WIPDP3`;;UE-.V&.C.C M`6+0`?K0`6.P!C>`'@,G*`=!`6_P!H\)FK0`$9("4D0$8IY*KY^`<=P"(22J'C$P5VD`9RP`$9 M^P=VH` MD#7;D`,LL%4U``U$L%:G0`B`&\S8!Y\H)$\`"/R`#-Y`"3E("<5`# M,[`&;@`1.)`!<4`%&+`EJ1D''H`/:<`#O;O!BB$$08!CZ\D%BOR1?+0P9YO`!>PQ"V(@:IA9 MRH"\C@[``S^0HJN\D`.@`QR@RK%\R[B-KTD;1#!%W@!W8#!&\+`6BP&B^E`6=;T8>E M!/]P`T^T`2P`#0,`_[-/,`W9-QT2T`4G(`"Z.C&;(`(?>0:@`)S0`!A0%[+ MH-4/L`WI`M:!?5@:`#8F0`929+*#`P1J_4'+D&>I6M">0-6;@`:^109I0-5\`"J8W-D$`%4L`9)\!(B>O^M M200&+E,#MFP$:T`&BD<",4H!ZJD),Z`&/%"JFL`','`#P#3>?$4`MJS@#O[@ M$![A$C[A%&XK76"-%=XM,4`!$<`!*9`"&A`!OC`>D7`&(J`!!#X+,0`$&HVD M,``!_,H)/7`;(Z`)0G`&5R-A.'`U5D#..?H#<3`!IZ,$5J`!5F`Q$7`"-2#5 M&7X*#D`%$;`".N#;2>X1"2`GJX`#)\`"`A`%'<`#,1L#Z6@*7Y!^J]``M!,` MJDPR:%!Y-5`#$*`!:)4'06$`I;P!,,)!1N0!@!`!"'`)A>G`5K0`&S0'VR2!!I0 M`!X@!0[@!3Q2!T;P`S_PQYV``S]0`W!@7U!``7'0Q+I!!<'[!PF'8YT`!1.W M"9DGH:[^ZJ@0ZYQ``=7Z`"Y``,VA`W(``;X!`@6@`QV``I11`WLC`&7.`RA0 M!DT`GS;7["<7`!+0"9)$9E20`A"P!D7`!7%``3AP)$,P`\3+"U20;O)3+0)0 M(D)@0Z"`!3]@2<5%!440_P=E1"?3`,M;'`!(]PD3T,0Z,8Y;`P>K2?`%7TP8 MBP\Y0`5@T&H>T`!.$`$:("5A``@5S,`51:R$T8+%9(`?J&@=A@`=WP#T5`&Z9@`DZ*RVQ!P\`%?H`,=DP`3L#\\`K.;H$4J M8`&/]K`EEH"S7J@#@>@TQCK9VQ78!D%.=4`8L4)Q1OPDCC>&I#PJK/W!J MCO\Z.#K[\JH)=_$G[B@';*\,3(GZ,00(?X*#?SD\(7B#"`$H?P\S?U+CY-P6MX)=<#)_/51( M?Q8,@C(!-G]$5'559()D+W\``,&R@,4:.G]DS#/0H164``@$->#Q0]`#@))0 M5&(CH(.>.O6T$-`1ZH\*4G\\`"E"A\():CV8"&)@Z0\!(+<(P'A2AH*4/V#, MJ%I"J(P&#PQ@B!F3YH<*'5S^<`FP@`@,'>6R:MW*M:O_UZ]@PUJ#$`"(ED$@ MR*`Y$>$.31ZA&C#A,4$.@B,_`L"@J0=!B0!K!@S1<6+-@PM_R`2(.JA.$RHU M(+A@4.9/"C@\7`:`0.=,``\%`O`(0^9&C0`N[F4(\,-&$3$N_/C),:T%BP`/ M_B21<6?(B;)>#I#1P62$(#"E"[0:PX-'`!T6AF`(X&:%5"!Q7#R?)[:[]^_@ MPXO_OB#)E!*$!BPHT>"/`Q4E<`@Z@&(!JP8[GJ#8"L\L\84*(-;Q1PPA_M&`"@,<.,V) M(`K2AXD@JA!-$3(VI@)1K>1Q_\`!*L1``(8M_F$'"4Y\&$,BXR6IY)),-NGD M5U!X\.245%9IY9589LG5)5IVZ>678(8IYIADEFGFF6BFJ>::;+;IYIMPQBGG MG'36:>>=>.:IYYY\]NGGGX`&*NB@A!9JZ*&()JKHHHPVZNBCD$8JZ:245FKI MI9AFJNFFG';JZ:>@ABKJJ*26:NJIJ*:JZI\XKJJJ#P#$*BL`C&%C`AL4,-E! M!EK1X04$$"B7S0$S`#""$/-Y$081?X10TC;"L.&%%``HX4T03![+?1@I#5`O\\D4P`'3=(PAPL41)]&!"!3<400852Q@AG4)D&'_`1CV*OUHR%W_ M\84:$3#P!@,("8("$Q9TT,,$?H1P@@Z5I?%`%4!H(*(@7,CA009R?"$`$S54 M4<4<#X#"`63@!0:000%-@(,>-*"''Y@@`0%@P0H4H(X@0@!80`@(M MF\`)'%"!`&PA!A9(P`#$$(!X"6(%_V(@`1XA8`5!4`%=!A#!``:@`RH$P0(A MJ,,0R!"1?PBB`Q#`A!N@U@(R0.$/`8B`$OM!"!;,@PXRT,$!".`"=*C`D=J0 M`AG.<@/Y^.,2:GBE`W@E!3/$*@!<;`45+)"%-\H,D&<`!;NH@"@^+Q%30H)3#NXH20""(`1[%`#='CC#BYX@!'R-8B:Z.">@["`%R1` MU`ND0`=(C?^7'%H65(!J0`-$E8`)&A"'`*@!&.8DI-'6^=2HQHL/+4-)/O<) M*3P*P@)N$)$#!#H(0*(L-P;-JB!(@!@$Z:`^$@WK16DA"!N8P*,@9=9(JR`3 M&+AA9[:`Y24J0(:=00,.Z%A!`'+@A,2"8P9P$(&W\'D)'4CI#VUX@@58((@Z MI"$'7J@`9?Z@!Z:>U:D`+8,""-"&%"4`.)_`#'-2@A"8`0!8(1C``2@X=JXI^,`*WIF`=XY@1UJ`P1BZ M;),F0,$$39C"'VC`!KB5``#RI@$4FB`$.@@A5B@@0JRPL`$L.B!646E``@"0 M`%8,(58?$#@`%"T(!X````.SH0(6`(`&V"`!\]L&%[!`B"%,(0'/2`(`$%!# MFR1``0$F1!U0X(`64,T&2'``-DTD```PK0@%6+GN'."`*`CB"`NP00$V8*(M M@(#I+6B!`WK0`Z(?H`$.J`RUM\[UKGO]ZV`/N]C'3O:RF_WL:$^[VM?.]K:[ M_>UPC[O(`&7J!MN_O=.WE0P`NJJ@&XH6`%`OI.`U@6@,8[ M?L-_C_Q7%D`%QSO>`F(V>CA(L`,8/&`%'BC!MUM1!LP'@`D@@`(:X`"'`,A; M\K#7B@X#$(=88:#R$27&'PZ0`=EH(,'5L`'?6M_XUL>!"@MJA0)^T_@?_&1= MBN%2[*<#T/SS$\F2(0/=;T08..!X($\@`##20E^&,7Q!C M4(SEX3`/!QQ;^M3/_S;L\!L9]+=TC9<"@]`#9E`::U!\+`!DA&`#0$`&'E`! MFT4"61!J)4,(WQ<`&0`":@`'(2!;C4"V#!C9`!,(V(&C9<]K9#_`,<& M!TS0,]27\47,_W!SM`?'Q5#5Q05?B'#3G0A(0@ M`8W7.H,@"0%0@5D8)FU0*H>&&W6U`F[@>,TU%@'0!-P0!HVW65+`>GOX!T.@ M![&D=7&H#3M@``7BB`52/8/@`!X`?.0@!#7P%3:``8/0``B0*X1P!T+``5TX M"#20`J2X,S@@!>HW?@/@!0I("#B0`@ME+W7@!1K`!HH&`@NU4((3!+UH`S$R M>MH`B`$0`@MU&Y:'#3%P@'"(#0V`@C)!"##@_WZ#@`1,4!:;M8C8``,>Q4AG MH`&7)`T8,`>05PX*<(-;<0<3@%)>`&:$@$M,((#2@`8,P$.H4`82]``T[$%&90P@CT'C+,`!R4!;OQXW8$`+`4$C`\`'H MXCKN\B41,$V$D`*I-`@RP`0^,`T]$`#JL@A%P%C/L`)Z$'-I(9"#@`9;``,* M`!%/T),U\P?Q`%.UD$62`"#8%B7E``5M``"\")VJ`$-]!;A"`#0_D' M-A``74`-'J"4`74%)/`#)^,!,-!D?_`"`3D-0^`E'(F`%!7!`=)`"(5`!'4`%.\!':G`#>8$`/6`! M0/0'$^`%F2`#5X"(+*`#")`!%I0-,:`'#I`%*/4'#!";]<`!3/`#M2((@`C_ M#VL5"B#``WZ@`7,H"``PG-)0!JMA>4``!$Q@EG?)`GZ06C0@!"^0%[I7%!40 MH]O0!B\@!F*0`-KREK$I#02@`7`0!T>(#3%%!GUWC97G>%>HGC'33RD1`0L` MB+D"`;>`00O0DA-0`$[Q!QP@`%O``W`S$>Q`!F)`(W"0B?`C%:CG/&1``B\` M!PW`!79@`L9T#75``6#P!]Y("!PPE`T`!VN@`EQ0`R'0"AO*`D(@!3(EFS^P MIULP",*9,7=P`1>@.W]@`K=YEFO0>EX``@A@`VW``PTE"$]`3XI(#@U`<6^I M3X1P98WWC-!8>=$T#6,040%P`RH(IMI0F((@`AYP_P74RI@0\%$N,*W4^@$O MX%H```='>2^P@$*",'@D)4()\`,K0*U7<`4)RQ(@8\``!:EP%#B0-D M``DD10:(9`$6``E8\``A8`6K4`8B$`;]N08W4ZH\@U0B)`BL>`48H`%><`4' MD!:$\`$-U@I8@!)>`:74X%T8J*K:$!IL10TOL'W:XJS<`*W\J)J%^@<0P"N6 M%3=NL',+%P`2(`@:T&`/5JYQ0%)S\`=1UEP%L`/"Z0U(`+`AP`/2TWTB$)LZ MP%?PTP`&D+54LP0\0%J,)0ARF3$.BPE9JWLKP`3@Z1Y#BX.LYCI*N!7.$:6# M\'TB0'':0!8,*X;$%P!%Z_^RVP"S#!`'$5&Q-/M155`3%)`!A70&1Z8#7:`# M_Z(!.%03-(LNA^L><'`#%4`":^`$[SH(!<"9VP``'ZH!L?F/@E`%%"4-#/`# M4*-;9V4O8]L*`"`"'U``'3`/51!@;,!42F`!.Z,$C?H'63"\7E%5JYM'9``' M#["KV4!H;V@--_J6`8`*?HL-._"6#!!S.)"-0'`"9;`#+L`$74``C`0'%G"4 M?!``;\`#P/`_,!!H`?8<%!`!-4``2W`#Y&I`I78%""!LHYD!/-`-'9"AD:8' M0`-:8O``&<`"@*D]*?"@U0,`R/@`QG%D-4`&+,"8&]N`S$D&8]`#'/@`,G`V M@E#_`)DJ"#W@!E3``F#PMEI1`HHQ,T>7AU^J#1'0>"?9"J0628A(!99XO=*` M!+*2J%L``"`0+SL@`"M@!$$4*YI7!"L```^R,0!`!#>#:`F@!=9"'PB@'%;\ M7C2@!0/@,W_0`I&I#47@+2VP`P.@>7]0!`*P`+$X'P!0FX1@!Q4``-F3!YLT M`'8;1'^\2>H2!9O$;C@`@H4P`"?:%47<4*L))2[3VZH@AE`!BX0KMV`!(TGNM/@`%7%!H)`LFH`G*$L'J%A,&25 M@ZU0:O\B#>Q4#01`:@&P<]1`![ GRAPHIC 54 m62094tom6209442.gif GRAPHIC begin 644 m62094tom6209442.gif M1TE&.#EAC@'9`N8``)>4D\C'Q@@&!Z6CHH2"@K6SLJVJJ?+Q\:FFI;RZN9V: MF9&-B^/BXN[M[-73T?;V]4U*2G5R<65B8BTI*7UZ><[+R$5#0\'`P%Y:6511 M46UJ:5E55;BVM5)-3(B%A.KIZ'AU=*"=G#TZ.>7DXW!M;,"]O)F6E34R,FMH M9["MK"4B(M_>W8R*B=#.S(!]?,3"P>SKZN?EXV!=7-K9V$A%1!42$FAE9-'0 MT.SKZ=C7U4`]/-_=W!T:&MS:V'@W];4TB@E):*@GMK8UN3BX9.0C\W+RIN8EZNHIMW(B8J+C(V.CY"1DI.4E9:7F)F:FYR=GI^@ MH:*CI*6FIZBIJJNLK:ZOL+&RL[2UMK>XN;J[O+V^O\#!PL.]=!_$R,F-#W:F M$6'*@B5?0"@H1+/&^%,1"P(1"*T!`0)$"CPL"`V0`J//'B@L*,JH,6"(A;Q48!*H( M&02C`P0)$$)#B``%`@8\?PJ8!K%A`X0M$$(L;'C4`$*%0@T>O6V0$2.&S(0U-!S$T"&@3`8R/069 M)/`GA0#V@MJ\&'3`CPH9>000R2`@CP0J.K`#BP-M*('$($L0,,,@9GA`P(,0 M#H```?7\0<2#!4!(0`!_'*#$%V[P8.`9<@CP7ER&3."%(!/8@(`@%$RP@1M4 ME+C!?(,$X1V+?P%@X@]'"/`4'.3]X"-Y0!P!@?\@2.3!X1\$F"A`DGF<(,`) M.K0!A0<"',&'`!)`]4<,;I1!"`89N-`?>6#\484`;A!@`PT)N"&`#5:>8,8` M2I"!@!L1R$,62X-\\(.)!PKR@1LZ$!"!D`CT]U47?V`AP`8$;"#''Q`H$0`8 M;4AA@E^#4/`>##^(D=H:',`A``N"U/""&P5`P<,?-*`PFP!*L/2!`WB(0<,? M2/#!W!]'5/%'#0+,E\*2@FBP4H=4_('"!#$$0<($N@HB1PP7"'#0>W^8=&`0 M6Y0D0#T%"."$()':,(@2$T"EA!$!D,&>`V]T!`L-)KHP")=G@/-'!^NV($`& M(U!`PQ161O%'$RLUD4;_!@%L<>/`G,+RDXL"#2;P1]L;&#'!P*\Z`"L55CP!QT`'!"# MB4_\P049Y&Z@PQ\CI/"`20)`L2P1!2TQNB,N@"Z'$7^$48;E-$#[!P-:+`LZ M!P%8_H?"1RA!R+52_<'M(-^&:Y?8Y0I@!!,B$&)2#1N0<80#'DT0AP`W1/\B M_W(M()$O"#&(($4L'Y`11!IK#!*N`,R)+,`3F^MZP-@FQ<&A!=S;@*X>@`$R M).$"9"A("!8B!UC]00<&)$1?R'`,:PF`!R5P0`WVX(29">('*AB$>Z@0A1_4 M8&S6\MD'.(`'$+1A"SG00!%8]"+4_&$-(L*&0 M$'C@AQ#<((8'M*`&)XC"%MZUA1HP!FD=@)+N\G:(,E``#V0@0P\$`;T_1&$` M"A@`&3(@A1I(.00A0F24D.-$,:9S"1`CZ`I3_H*_]:W`A"#7+0!@@D0'@$ M`%FS!H$\%G7K#W+(0;A4T`82+,0D2E#!IM1E)`5TQ0`G@(&[HG>@`P!!`#\H M`1G:P`,QQ@(%-IB#M'!T@0FX(6M9@"`'-G<""?P`"^7"0!DFT(,,!+!;"6@# M"\*EAR$3PXH-)40!2$$'A2`#!5"02J50"`\O$EB?Y#`+O\0!`'40&,@8&4- MSE`#9:T`8'Y8#`T'P0$(>$$`/H@D$?_@HS-,0%5:>]?NRFA$0]!!!4J@E^%Z MT,<)N/$/&ACH!+)(@"WZK!!//`(53(1"`2Q`$"00`!P4H+TCL,%P.!#`%UA0 M1S?%`0`22!<"SA#4`?C!/8[_'"0`-B#$`$@`!RK0`1P<^8<2'($0(>"&6B<` M@6/`P)$P4%,'Z""#,W@RH7\0`A4B\(`:S``!;="!T!CP@Q^@37#6PI8KF1>` M<%%`#E^XY?U@P`(B0,0D#A1$`\JPA@ZXX01-,(D!!/$$`50A7U%H@`(FV`)%D5-T?/$"&8T5!980X0/@F0(,RN`&< M,/"#_P5BD((!J&$+NYQ#9[7(RIL2P@890("(E2J((VA`$',06[XL0($VY".. M+\*"`690NBU:1!&F$`18M`%,I@`!DH`@D1>8-I$2H#`FY% M`L@`%:(<`X$^(,,/EB2'(.1/$#U(0@"4-2H![.`.&>@6EUH0KAP(8K1R$)R# MDU<'.#QH`P*(BW;-*(`VX"%<$L/#&V9K(?(.+;_@X.(?I/]@A`U(#'!&N8,2 MQE>"-NC$5#.<\D:M1KH?U,&T"4FTF'3@!@5860@9*#*WD#`!(,"@#CJ`5@0P M@(`C2-D]+*&`!0R&`C,1H@Z>&H0%:L`2IP7A`0P0@`GRM201N.'@-3!!#+1` M*Q+HP,D8D(`/CD"'H")`82#8P0EH(!8:2$`!0&",S!Q9!P0H87V,H`T*)N13 M!]`@#46X`'!*D``E5*$'9'C7!\2``0?HP-\*$,")\4`#-XP62BI#0`PC801M*L`+_``CY'AP*3R#!T$=*B##`3P`2B<1`$G($-O!)$"9NH$ M;1!(R1FBIH*MUL`'&CA""?Z`!J7#X`%C4`(X7$\%)#Q@]>R9@P0$<`4/3$`' M)1!`!UR@@AKT;A!"\(,`UN#2,CP@`F10@1$4Q@.5M"$+$&@#`79*`R#4``(/ M<$$;B`@`9E7H#X@F`#JP`L@A!VU`!6A0!_A%!6Y`!EH05&UP`UC`+$H@)103#,D)=4`$,=`"=?AD80`#,6`XBO)D&MD`=!`#"]D`=W`'-F0( M#>!D@X`',5"'@S`%T"`(.&`X&/D)]=B0-%F3-GF3.)F3.KF3/-F3/OF30!F4 M0CF41%F41GF42)F42KF43-F43OF44!F54CF55%F55GF56)F56KF57-F57OF5 M8!F68CF69%F69GF6:)F6:KF6;-F6;OF6)F7>KF7?-F7 M?OF7@!F8@CF8A%F8AGF8B)F8BKF8C-G_F([YF)`9F9(YF919F99YF9B9F9JY MF9S9F9[YF:`9FJ(YFJ19FJ9YFJB9FJJYFJS9FJ[YFK`9F[(YF[19F[9YF[B9 MF[JYF[S9F[[YF\`9G,(YG,19G,9YG,B9G,JYG,S9G,[YG-`9G=(YG=19G=9Y MG=B9G=JYG=S9G=[YG>`9GN(YGN19GN9YGNB9GNJYGNS9GN[YGO`9G_(YG_19 MG_9YG_B9G_JYG_S9G_[YGP`:H`(ZH`1:H`9ZH`B:H`JZH`S*DW@0!=\W"4/0 M(3-9D(/@`U'P`?HX95@P<8G@`$50`0Z0`!EU"/E0FW>!%X(0!%5``"@RBRC0 M6L\"`1U0!200_QKH``%5X`)O@!HC`'\T:AL>@!=7@!H@D`$04&2#H`>N)@A> M(!H_D"Z&<*,0(`)L982%0`.V\0>QHP3R\0<+P`/U5Z6AX3-&``'247=,(@%D MP`9LT`97H(U?T$QD$'O+M*&"H`8H<`1Q(`(\L$B$H`/'(0@*T"='0#M!T`8U M$`$0\01?*@A.('X">%XB-0@W(`!-.IM692*J$P5*D`=>-CST,PC2\@8\`">@ MMP$<8"<\8`!S@`19LDX01`!W<`-I8")9TP)ED`?ADZ<"@(,H]@\"@`%[L4,E M(@$#<*KE-0A(<"F%`C=3`@,'``(UX`!F@#!D,`++)H`<8&6"``.XUO\!(X`$ MN$8"X*`Q*O`!42`#OC8(.W`H.F!92]`&QS(\;?`%A!`E`I"('*-?0R1Z%K0& M<^"+;4!??U=&M.DC&3@?53"H@@`P$B!E?^`'&/`'<.,'#Z`!/O,%`L`'"2%^ MK_,$ISI:Q6<1`'$^S03PRSK2PB!NP$`8"=Q<"!F<`0& MH*\H`@!+,@`[);>"@&M38B*S1PBWZJ^;\S1A(Q1.1PBLNS&'<`1Z@`$F,CY= M9R%LP%/J<1+DD6L8K`*,T1<"8&4(0`844(&/*IM7H"MX@(<"H*27N@7?(P`Z M,0@^4@-X"CT8?SJP6."R,GRB+D#('Y6-`A$H'(\$!JG"@3@ M``:+\P=&D!\H!`$;4`59$"00(&5<\A=W,'W5\@!]0`)X<:I+4@0D@`82V_^: M,E#,9K4P?_``&T`#5I`%*K"OA!`IBCP('11"4[!3MRNR`K""*.!`./`]W=(! MZ4'%+P(XP_2S9#L(G,L>H!P%=#!MA&HB'`(`6OL'?4&V:N)W:M1K,]D#:Z!P M@O`F<1#'=+`#79$C)L("<=:Z?_`#(H6]]8``\RO*>&82O1HV`M`[C$#,(`% MTH&*",`#&TK3(T#3?<::#V`#.E"'RYLN'005C[(NAG,`:&/(!G%,*C!&89P% M*\`?.,@`.N`'O=IS2U)$&`X)>LD^JH#UE`#?D?2+2`I"Y#V`!MX(`&XV)>/#&**B224<&,I`]5.#_:@OPUQ!0K$JX?TH@!V2P M`2O`N4>P`G@PPO>W?^GA(3J@!4'R-3-`RF1P!J!C4`<8%ZA3/8UK(CP0`P MD(6@!?W](F&0`B+V;@G0WP4@8J^H!N_&CAQ`!W.@D4XF!0@P:",9!/Y].2;N MWW7@'B31FF:`!2/Y!VJ@_P8>X:V90..!&0!*(+T-BI1"<,4]'N1"/N3(*06> M2`@2;@"ME0@A\%.(,``HP."4\`!6%@-O<$21P`7`B@DP8./[*0%P4+F$@&MD MP#>)$$816@A.*]N$``7#YPA9(#%^2PD@0`52/@D/H`.'O)\/<"B$4@AA9.:( M<`)^D.:$``)G<.<(4`,&JP@)<`2.%`.2/`DY<*KA#0E[^```DRCJ:0;$3*SY M:P-U80@^T+F$T`(_,+IE[@`2H*H2X`)S0`(8<`Q0D`&S?J0AG"9_P`%/J`8? M($Y40`1N;2(@<`)LL`4#4`,K0*YA]"X8."410`)/Z`%/^`,KD`9V50!4L*@Q M+O\('-MK@Z`&,A!&0``$?<#5R\0A*L`&)\`L`]`$AD@&)Y:>AC(!<%._9KQZ M:%`(="`"H.,&&UIO<``P97Y1&0@Z1P`ZI]NL,_,FDZ8$.7"(#A"X+D#$A9!.0=]X3IL`8%3F MM2L`!E!\!.`CNV0B"1`N!J3OLBCIP""R`$UO0"L0U+5J]M M`E`'85,#7)`&2*`Q(D`>I$<(][0$Z_S"4`<`!54#,0#_.AFPSBD0)1MP/5IP MN3NPG@V@!_2"]",L`BM("&\PV2;2!E:6'[03Z`Q_$^\1*5L_,UYOURRQYD[` M+&0P6D[;&QV4!H!V!HOK2"7B2`;\LR9R`@+#+"K``C+0R0\[?J!#!@LR*GV@ M,>&!N2:P!&'`^";A!C>PQ4=^GC"P!63@'G+@`"405,[*K,.*`K0]?*?:.8%^ M]"OA(P1P3Z?/7(=HUQRRY@J05KV&!TY;#QVD.\<$""5R`A=_@R%_#@("?S%' MBUA_%@)D,7@&?YE_2`(F%05N`A)_(U0J$Q(Q/8L:=1`O!`(;`90!,8LSFKJ[ MO+V^O\#!PL/$Q<;'R,G*R\S`_P@";0`"-5XU-U`"9[H@$)J30']]`C8EE$9F M9`(%T@3/-7-_BU$7`G(*BP$K2@(I;1)S%JC\@2`@SP(G`D1D0BC`0CHXA@0< MP3!@D9H_"<9EPK*(!X]NF0XH*:,IE@`$L0K<>('DSX9%TSYD*!C$W(I%;98T MV\FSI\^?0(,*->:CC0`@BU#4$#!!#J9,)%C]L6%4@`P'>6`*N%)@$1`5`JA$ M%3"@RJ(3&"BMZ:B`#!DE&]JT<:/ECY.Y13K4J`$E4QI15=IDP$@&0@`09S2T MC-&&@R8$>R4\T.1BKX8_+VI0.9&%@E8!":8HZ-`'QA\P55*G#O#'0XVG0V/+ MGDV[MO_M80^,1#E0`,&**`D`<*FC*4>``+F,'\^UXG@`(G@>'(_1G`&#X\2/ M-S@0H,>?)$)B/(C!(!.>!KK*]SJ0(U.,X@=ZJ5?&PBJ++0(PW-[/O[___P`& M**`NL8!01083"#'@@@PVZ."#$,JFA0T2=(#!>Q%FJ.&&'';HX8<@ABCBB"26 M:.*)**:HXHHLMNCBBS#&*..,--9HXXTXYJCCCCSVZ../0`8IY)!$%FGDD4@F MJ>223#;IY)-01BGEE%16:>656&:IY99<=NGEEV"&*>:89)9IYIEHIJGFFFRV MZ>:;<,8IYYQTUFGGG7CFJ>>>?,8V!PLM]"GHC%P(\$9\+P[_,6B?,BS"PHL< M"$#$HGNZD,X5+YJE`Z5[7K&(BQ\@)8`1G.;)T`;SI0X0R01?P MJ-@`&1:@(,-DK]KYTA)D/&HKKE^(P6NO=")$@!,U-*&B(AO\(`.R=AI!A@U_ M_-"%BEU=<`0%U-)90!%\G)!"#BH4(`P>*)!:C`^FU88&3&4P$:Z<2]20QE)I M_*%'&>CQ0@<63OPAC17%5`.";1RD(\`3Q0CAP+UA6N&P`&O\080;@_&2Q""P MD,$:,5\(8&PO`7#Q4PQ_"=#2,%TL0D.\%'?Y@6<239H`&6;PPI`%%Y"1@"YI M'`&,&RIXM\L<1WQ1:T^A"I#%,'`(_]""`V[HT'/-7HL((F([!QPM/)F"5`!B\`XX,` MCOWQ0!L^^#(%&20H0,#A4&H@2@T%>`"6!,1E,H4`B`BQB.&:9/0W+P?P(,`" MO)C45R8++()PWAU1L<$2>/3RA``3_W&\NKZ0P8M2AP]!%,^[D`WP(4`3 M,DS@P`H=D-7>'V^8P.C^,(&3[,(%#^M%1:@P`;[5`6TD$$,FGD`&"22`!U&0 MWS',0H8D%/]A"W(A`($`^-`+&I!@%R;@QQ^L MD`==L(`,D_'`#QZALDR4H`T30,'EC*$`;*!!#FW0!+`V<"QK(6$&`@C"+\I! M!KF%(1,.**`4=C$"/_S`C_NY13=&((`X9&(%#J@5'N;@G3",L!G_6EC*R#CP M`Q@H@`<*XD57%,*+)_R@`\(9P"2.:#X^L&`R9F@#./Y@A@W(03*Z^$`*)."% M8RQ@)A$XBA^P`(\9U$`;FJ#!!$Z0!]3MHG_]TL4A`4KL@PA&FA4S; MW`*A]?B#"YK2@3IX0`=Z6`,2]#"*G@0@'3?(Q`C.<(("G$"7O8@#[7HA!1>L M@0IO8<'6_K`#,CA!"IX:7!BBV9-R",`#;M@``51@@0T@H`UR"``28``%"30S M4+X`0#I:Z@N$V$L7;\.4+FXP@`$@8%(=] MH`=.89#'G;P4)+J@+?J`$H`J,&\H!V`!)#-!!"(\X09:(,(.D(`$1*G!4B<8 M0`PJ,((*>,H"7'W9+]0P`1Z\@0`@W(`?!A.!`AK*"-YYP0!OVXRYZ8)Q36@! M$XP0M*$N""-YQ!#CPX`@U<$%E@,$`##IM`#UA@`2:H(`X6"`$= M^;LRINAB`V0`PP.<((,"9T((>-O)%*"P7"&900H.,$`+ACH,TS0``4L`0$L" MP`,E*"$(X2,Q4/^T@+&G.;4-(I,&&C(1$$K1@@\&"&04LA#(1N`'?I@(0F<'<(/O@""K30!!C'8`8.(+0#00AQ^D80UR``(&WH"!/FP`!7VP@!AT4(8S`$$, M$%C##T[P`SCD@0UYR`,0UB(`'K1W#4"(@QQN+@,^[WL5>@[$?H098)0.$Y5`#%0!U+F[A M`>!YH()]U6`"?CA!&M(`!+<\WB.#/();IM&&I=1@'V3@01LB3(4XX)P*5%!" M''A`!;&+W@UQT*D;V@"6'ZB`\7$HX!G:F\8V_^0A'1V0@UN@K!D>G*#T$TB^ M\I>??!'H``@3^($(SB"&'_S``F<8@P6^8/TC*!X:0)##$:C@!L*W(0Z>FSWD M)Z`$4\3A%"=HPQG.0/O(;0D)(""`_O?/__X38`G_YREN@``.P`$#4`(.$`0. M@`0$X`8.0`&9@P`2<$0,L`$2,&T8)P,R0`$4L`!7L`!;L'\F`(````8C:``& M-P`>4`#*5@`#```#4``%@(`L000%L&@YH#87$`0I5T-84$/"0`.+,`"ZT#\H M\#32T`;EHPOD,6J9,`$10`]`N`LTY&<>8@<-(P#_PPM9H!^R@P9D\%S!@`(3 M0(3%\&K'D#F4(`H:!/]G.$!1OU`3>N`92O0'5Y4%&A`%YC,!<6`$6R@?WT$& MEZ-)5I@B#6``;O$YNP`#&(`"NO`%;@!7P4`0O40,>)`&:%8,9``".8`')M`& M8N`LNP`";M$!OM``#?`2+O`'L>`=((`M7)`!4C`!;+!?P5`!9(`)/U"'A8@B M9J$'(*`#U\2(VY,)#S`!';"$N@`#6?8%+V$!OA!.FJ`('$4,#4``=1!.#E`& MJZ@+2""(1-`!)U`WFO``N+05?P`#/(<9`?,%'4`&"/!FP%`!P")#4`CRP`[H`2!)$`PF@7K]0`8WA$G)P3?D( M(F%T6/H1`6709YN`4;M@`5/#"[*@"4A@!3FP.,>"`FX0,V<`AYF@`IE8#`@$ M$7:!C[J@!`8I2V6.#``<*P)-4 M-@T%X`14@)B9<%%LX`8\4`5E``0QM0L:4`8`T`87"@P;H)$;VJ$BD@)NH3(L M(`,\P(L-4!54``2H\@LA`&/\`:8F4$2J`) M)7`9NN`P)/%:$>`&5(`";@DLD/H+5B``-W`&-:`3`_NL$5(1=8BK;0"LF1`+ M1P#_91F``+\0!C*@D7\0KDK@E'\@!+15-P?0!SK``,^`F<2P!*^I"0&@`]A" M!.J`4%`@%SJ01_:%L9K``1@F`*VC"2$@!Y;8!Q>#!##'L`V2G`V`2VF`DG^` M`TPA9S-`!2+@!%F0!VZ@!T&``_*A`B"``"5P#]>9">\X0F;`!AN`$!)+#`$U M`/+C`S]0GPUP!"1@`:U3!AW``1.0!;SB&3&Y"TN@`3%&`)WT"]FX!!"00[*E M`A*`ETB;(2A;F7_@.T.S$-/03P&@`/17`RB``'>6I#!1K[P04+;X!T6P!D)8 ME\0P!9.`MQW0`6O@!^A3!)_R!R*`"-%J`9,Q/C6@L[O0_SX3BZ>Z$`9H<%%R MX`<>$``MX`044`#1\K@B@@80DPD-D#DJ"P-=(`)[00-``*=_$`0HL+:ZD$FE M:[I9L97$D`,AL`4T@`+7U`7"FPD@4`38>5&^JPM3H$$LR@LS8`29`P3#J0L9 MT:/0*R+2<`:H")!68'5B&`QSH"B](`1=`+*W$6"DJ@L/<`>Z4`5XV@!>Q0,_ M4`(4;(<]<`+46L`E,@<%``(.Y2,(,#5U0`15TP8&Z0M>``0G@,*'\P(%$`48 MT`94X`3WRPNA,@']I,,U4P1^<)E"6DEQ<,%(C"Q8H+URX`-'"SHZ<`+=&L6+ M@@94,*WDN$MKH`1AS,6<(@4$P+>!`$;5",?BPF")``V-$33+!"+*#!Q``%9`#'B>PE M.)`"+T$)-=#'R&`$)T`&NRD,,0`'0."BEZPE8>`#/&L!GFP`1`0`2RX!($V`TBP`MSU`3ND`;2EGA&="6'@`AOPQ3!1`]W;JK7! MG6_PN;PP`J0(![><(3@``P,``B*W!F2P%#8J!ANP!4X``$&0`SI]#+%0GQ'= M`PF``:9@JQT!`%!,&SGP`WF@S+J0`WYP!*JK(0_@``$`!100=MK:FBB@``E@ MU\D`%A#MQVIP`4)HHS[P`F`A!@``S\:`!#L4!3PF#"6#RKW@I7G@E@V"!$Z` MU1G@!@[3!FQ053$@'D.1%H]IQEY``DH`>`1P`6:`!;,'`,]\_PPXX`0V8`&3 ML`AD(+G!$"DNT,*:T`.5XP$7$2$6G0TR,`,7@,>S40YM(-HZ+`4(4#(ZH`$7 MH!Y&0`4RX-3!T`"]A@9E(#UN(`(00`)0,``A.0QFD`8\X)*Z@`4H<`1^T,`/ MH@!5X`)E<`*$-P$RD`5<$-<_,0?S4@/N&<5+L`'M]09=<$UF40QX$`!!D`)B M(`?VM0@$8-[#P`%M$%KN4P!',`$:H.`1@@`@%' MK,-"P`$D\'BI1+^]8`18:P(AL#\C1FHY`.!5L`5+O`:01P)C,`UE`#[*$`-H MV@L[@!\1(.*S@024Q1--0`)+7`,@(/^/S,``8F`5(XRT*6`!1Z`""]"-P:`& M7D/<5$!U,'$$$6``$",%%A`*VGT,#4G`XG`$.WX;'S`$%Y`5:=`"RIT,2+`$ M-HO?R1`]&(3"#Z``99`.+A``7OX+6G`#JE$%;S4%D44"@U4%-(D,!Z`#A$5" M/YX'4(#F0X$'3E`&1R!\5*`:GW0"(AX#!]`$%?#@P/```!`*NJL,=.`$9-`! M4SB>'Q`#"K`!--ZYU@T4+2`#.N"UZKH,]Q#F7@``.D`&!.#)/T$')B`#/Z#5 M&Y"\(X8%B"%"BX@&$4`#;L`&CP"**1#IO)``INP!K0X,'R`&_J#/X]D<8G`" M<6`#O#T;`Z#_!"JP!$V.@!#,``TZ@`FX``@;@[[AE!:I>`^@TMIGI`@B` M.B4PS&2@`E=`<%-5=3P@B;L0`!&^`>[2`$Z02.Y"#%5S!:%>)3.0`:98$@6` M@DL`O!D"`%F01A80!5Q+&XVB`[+9$T>)`2\@A!DPO;(Q`QX@*E;`XKY@$M"0 M`37P,@]@`DQ`!9Y=46I(/NF!8H44#!Q!`EML)5$$C3O;>7J`%+&](%*P`)E# M!E=0!8,L%%SPQ1'Z$XJP"!F`V#Z!!R"P""+`]<00`FQ`!E;``1D@*LI8!%20 MZ'70`G'!0B2@8'@0!B^QVJ7E"S/QW&"2N+N0?!WK.65L&[XFB4@0_P42,`$X M1P`I@/"Q(58Z4/$WW@5(<079/A04(#TF8.O!\`QID$9E(`$UX`$%)_D9*3E)62=0$!*58;0$`G8UX`8G%'&TXK M,):KK*V64Q%D,E.NM94]5TIN9&0XMK^M+@)*","3"60"0`(\`BH2D),C9"PO M'C]'S!XK?W@!-T$V2@(3-!H&''\2`ABN`6T8/<;S]/7V]W\;$TYD?5[->=@( M8(%D@A@79/Q0FB#G!91A?^)<62)@@P(!`O_:*)`A()V]$F"JT"!38P*$"`LX MD-#0IDT&$S[PR:0A(((=F90.@%FC#(N2-`]PUF+11DP1>C``M!'@)QF9"#GJ M4,(#04"'-C7\_!A6)9#1<$:,"')XD'C'XL4/!09T4"`FW" M;@!3MUZ`FG/#"+E,1L^'2!,HE+8D0,SK>4\L8,2X9LND.@^()/B1;`*8$I*6 M6.`A1P:)#:SFK&FC)8.`VZT^.)C-O3LP'TJ("\@WX0]@`C((\V6S4(742!0$ M7(C4(+*>>QR4D,G_X*3)`3P^+*`#1BK8H(IWQLCQPQ!"S=&""`+4``4E60!Q M5G=2")`$/2G4L!M&;4"`Q0HET*!",Q@=000^3PC@PA\F"%`,@C36:`P/(/S! M!F'ZF"<`"B`((`\$*BP4QTV17-;!'TV088``,MA3A`!N9*&!!&>XL50:`)2` MA(W`)"`C3D64X:$,"D0S20@:(LB!`'']\L$5'0A`A1@`M!"`'T$.M0I M`!Q(WH.``"L^(,$)8#;J*"4"_&`#1@9TH,(#);`31*1ZM'%$"I*\($<;V]&W M#!!'1#"``&4$)0$5,?W20`1E3'#"#R"`D`41#3SZBQ<"!'%/#%#HT`85_UD$ M<2$E8=20AIIS+:$`K`0:RL4G4&!&3BI ML4,!!*3@;@H_U&`#`1<$?0%Z;R1C@1X+#.!U88@8`*/#`0Q\IS"$7'FD< M,<`-%+2!W/A1X8N;%!";]S,X4#KQWPP`300_/H MIU!"`0J$@$`(`"A`@!4+R!]"-A_NAL(`#H2`_N\E2$`"C."#%`P``%U``Q0` M@(`@#``*[:-`%K(PO_"-`0@>"!\*2!"$"*#`?\LK0!2Z$`(KI,`%*`"`%<)' M``VZT(5)TR`%%.`$"KC`"@3(0@3HL+D>_@(`*E#"&E0`A#5000Y(3*(2EYC$ M&M0`B2>0PQE.<`(EY$'_"2HXT02LF$4C,H>)3I1#')Q8@S74`"LGR`,5>$$% M@.F%%TOYD%Z4F#\!'$$.-3B"$P-'!BK8B0KC:(,2QLB#(TR`!SKX@1N(J(P: MJ(`,(`0C%*$$0NA!"9Z`!2P0H0@M M_^C!#ASPEQB$H0%,D`(?<``!+W``!UY0!"8@00@5 MC6D,F/"7,%BT`0<`&1["@(,&-,`,#2A>`\*`AR$\``=AX(`34$!!*T2``$AH MP![H<(]\K7OOIJ!R<0@`0H"H0)",&OB$VL8A?KL3(H`SE_(,`/ M)L?8REKVLHAE00T(\"$YP)7BPI$D$P0TO6D46'`N$ M*F"!"=:=!!($0(`1S,$L=*&L3#J@A/FLX@,8R`#87O`E!;MX9')H\"2R0(4$ M6(T2-A!!!!#@.3I,@$`1[.6$"1Q`$@UHIPM$8(-(S,`$Q@@"!4XAE"L< M@066,(`&OL`"$>-!".D5B5 MDU!@!1_P`@UT.(`.Q$`!&,`IG$00@X>.(($>G``+UXYYHQHP`0&L@05.<((> M(#`!_S>(0!(/^`)&`@5521@@#@<&C`-RP`,6?$![D[B!&PP``'*<8`1_.(,` M+/"`!*@`#9'`01PFX(,[C($,@,-R)#!`AK9Z[`580,$6/-3'#+CY#T:@`K0D MX00!J`(/#@@"#/#@AB@TX`J1`$`RA"! M"_3*;%4P`P*4`(`CUX%N/+"`!#`0@@0`@`QP((#E3"P4'"@/`#H8"<6!7;4!J,*`"(G`N[%!Z@8,1WD(&7_`'3@`!(G`" M>T$7#6`"9U`#93!K00(WE``%7A,W>$!C&\`@D1``ZM$*2D$&`%!_-M@H58!_ M[*4#E)``4^8%;G`"*$`&$Y!78D("E-`$48`%510#DU!U)@`#:U"#DD`#!"`$ M,M`%/Y`#`!`!DU`%'8@3=,`!`)`-&S"`]#$I*C`&9[`%!X0`90!)(/`#;30A MDP"#M9`IOG&#?$@C<'`8D<`F$`5#`!(>`N>``"36,)6C`# ME/`GPJ>#DD`&DR$)X%$`7VB`."'_`CRP`%$0B97P.U"``2!@`P40`%+@`R1` M`@L`77=X!+7P!D=P`WVXB]PQ`!,`67_P`$_`-@@P+1,'6_3P)EZ(!60`*I(0 M)!U`!"Y@'3LD"1]@`<*%$UJP6Z4!`\[8"D"`>+PXCG21`2=P6#:R`U=P8PA0 M`SS@`4=V`%5@&!E``B\`:NVE6'(P:.38CS)A`V<`C(^B!0J'9'C@=EG@:HI% M`![ACPX)6A=`!6CSD!19D31B`?QHD1JYD7-!!D?&D2`9DO:0`R)9DB9YDBB9 MDBJYDBS9DB[YDC`9DS(YDS19DS9YDSB9DSJYDSS9DS[YDT`9E$(YE$19E+/Q M`5A'E'20_P(T-(L&X(F(U05V!&66`"]=\`=#6`&2@``6L``+(`82L`![9P]. MX'D6(`;H!S8IQP,U\`-OH(L(4G-..)0/`- M?[`"F7!D4P"7OQD`'_EE#P"<.DE[V[$#3V`UVV("1W8#`S``3O!>!P<&"6`` M;)$`56``,,`M6G`!59``+"!"3F`"5<`6!\6!=,>)?D9`",#<89%`&/9`# M(M`&?`%3V`B1^#_`3=``WF0`60P`'Z@'R]P`5G3`"-0 M-+)P``.@`P9!!DB8D[2'!2]P`EKY!2I``DH`!"/`$1A1'I&0!G9D5U]P&A#P M!X&5`@4(>9>#$0.@!A6!`0+`*!M0!JH5`!YP!$M@K"4@`1-0!62`HI&P`0'Y M":FS%-^Y!2;#`\NZ`@*0(TLJ"4T:"26#`A01.'`@`0G'87^P#$T0(\=I`67P MA))1`$M3#!4@`&B`!0)P!AHY`)@A$``Q@*=_P"8H(`%M$#%7(``WL`$J8`01@`>M M=D@R0@,UX``#8*X4<8]]1P!_(`=`0"$0\`)^4`/6*1FQ*0"S^0?W^@=T$#DY M(`!4Z`&L!+"9,@`M/V9F10*>1H`%X10!D@`=LHK@QP@($P`-_ MH%V.\0(HH(-6H`POH`ILJK57^0<_H`(]4`.JF;N76Y.T%P!S@`(Y\/\"`F`` MD4"$,*BXD_":3M@!O6`!:2L`+4`1,S(!Y?&V&Y`![/$'F1("4AF!,88\2Q`& MFR(`(M":ZJ":?]``9/`&BZL0M-843F0>9/`B]4J;GLN)/]("*?P'6L`#8G`$ MBCL'<5`&E;>[T(&PT<0J["4'T(4"Q"H'T&$!Y1$92[`!5-`"=(`$7#`#6A>8 MPHNY@44%UD41B"H)/?('#6N]A)&_W6!(5'"/9"".OM.]D?``02(`4,:F\**_ M&.L`ZIL/EFNU"L?"5&@*,"B.82L`3L@10P#`?W`:3[`I!0P=.'`"6T"J3G@: M+]`"!9"[(2`'>3`Y"N`"'/`$'+&'9BH`Y%?_PHMKBY,`!V7P`1D@N5-`!EE0 MN9=[KWA0)S:6P@$`1'H``Y0`8K717D5Y-A``+)<`+VD@5D MH`(3\`-38#9FN[]44M:>6'61(@!LX$?$6G,8H6)_X%@J4`.3HUU`T`;O21-6 M08#)$"\S=CE>F-;*D%=_4%PUX+\$<`6\P`%LFM21``:"0P808`6]X@&\I#5`"5-`& M7@@&5!`'<#`#BE(#7O`&&NB%"?FEDO`$$,`&-GR:"``6$M``.8`!C\L!IR0) M%.#=`*`8,\``.=^?W``!5"=]3GEDL"?!U*@ M`6![=2`%6/>1DP#G\W`#H4D7,Z')=`& M"2<7&Y`%==[G<-4,M5H+1,`&.O"=-H@S0',UQ^O_Z'&%!1>`9ZO@89P^ZJ1> MZJ;^*.06!4B"!U$0!7P.CM[E,0;0ZK1N<%6F`AEVZO@``GX`!(^D!$):&@]@ MYJN@!4!`$CN"`?,7-K;W+X$1"6%@-B)K"4S`;6W`W\"P`@.B`B@@JCQH"5S@ MW<9``U2@:KJ.$PWPF";``0-BZ7)A!GK`F*NP*5>P`T'"*&+3`@4-='OIK6=, M!JA+"3+09-]EBI009*Q`>TAX`%ZW?WT`T)5P!WOP!ZH7`^_!G)(P!YM^[O/P MOG]`>R96!^227P>```604DB``#,@3@@0:PPP3FKP!W>`!>/4`Q$`)5CP`/2$ M!*IGKR<7&>HQ!_?D9D*6_P):@`"[=0'C]`0SX`0%@`:QM@`I\`04@`0NX`%C MN`$^P$-#$`$D`'-(0`(^8`0(T`1>X$<$0*&OR0RE0@;S,0(HT`$H``G"$%Q3 M0`&@XJ,=P`*J,`08X`=46`FTI]R1!@6AY`"@ZP&Z00638?@R4`1X0`);H``Z MX`%_4`=5IP-+,`1.0`4]4`<&H$E.L#T$L`4NT`'$R?&_\+YSL`XPEP-^,"H" M4`1F(`(DP6$0JP)#4(#5A17'`@,#T`9L:@.`(Y$H4!+R80F140(/@`:1LKR0 M!"7"?3DOX'$]PP-(H`("D`96\X,,ST*AI\&U^-('YG0Q^\#*O M*?\,;6`U;A\10."O-7``\%T&!7`9DP$(-'E6`BYF5!M9`E9_C8Y_50(6#EDU M?U,_`AX=0#,>`F<]&B(I1T=1`@)':P(O%U0^/!M"9)8%9$8H`B@SJ50J`D:/ MP\3%QL?(R341C10"3B`":"14,WAD!']R`C$A`@XR9#8B M`@!?.G\R'@@""W\3'7\J%\4N"."A1(`-&'^TM/GA@0R9`C_(E(@@0(<3-PX( MH.-0\<^`,@\XFGAQ)$T/*S6\@!$@0@<9"UP$:&`P0S+@QXT@L MW+C1TD@0@$@`(3G/P9>F-%'A1_&@;1X.:WEA@" M4OS)8Q/"$9WH\$`0\/H"@!IA_JQH(]@"@$8"J@00H,:1`3+>:25`!G_4$8)_ M'9DE0!1$"`!"##%@,0<*!`H4!`-\"*!"$&;5X(`"`XZ,T,:[?S3` M`T8Y"+!%#VSB9<$)6QS@QF%4N*&!'R304D,698B!1@WW.=*%)`XX4``5#G10 MAEYME"!0!Q%8,'$'5#`@Q@0Q&-`;`#HXX`<](JBI#0!<*-&C"CR,P!$(Q;;M M]MN.%0!/&2L(084D/BPG`!E)5)5*M?#L+<`$/K21BA(PH.`&"F2PD$`J+-3T MF@'K8=?("O#$<66^FKOP=Q=_T#E!&SK@HDXL`$'64B M`!4?W'W"461`$$D;POQQP-U*S-`(4``Y\?<5C>"V!45'^"#_A.$6V`D`&0*P MD=3@CH2`_=]H?F(!FZD4H,,V'YS/0PDA3,"##".>L``K1Z0@A`!R@/#`!JE` M,$4+J=!`'&X'MP(:\(#)\`(",A`!XXT``06@PQ`H@("B_`$+")#"CZ:```XD M(06S&4(72O"`/_2@``APP!SH4`(TS.$#$^'`'W(@@C(XH@XQB((/BF0K!/3@ M#PE`P!/N$#H@<($+>&C$#')`!RZ4\`\:4`(1Z0"A*80!0G.`00SB,(5&/"`&:K0D'6IDATT^(9-# M2&(C(+2I/T#H`0W@(P)7RE-%`8B" M`5AIARA$H0G'L`,/O\G.=KKSG?",ISSG2<]ZPK,`L_%((P:PS<:\H!Q_`(!X M#(@'`#C@!4@`ICT7RM!G4*`,$.@`',3@*!8]X(G#`$`>+(""*LC``C=0Q@L$ M`#H:+.@F5#B>*)4!@#1D\A$-4((?_G`_RR5C#A94#!80TH@=P$$`:\!`#8`@ MA!8U0$H-3?\J*Z>@@6VDH`QMP`N+`+"G8L3N/CGX03^/T00,%!4`)S5`.1Y0 MAH$J@TX5?<0&:O4`$A1@&0/P%&(>P`=;-@(5V-':%S":(A9@2JF`/6`D?L@; MW30B``%8J1"T<`,&P"``QA-"`$I8AQL$()#R0>P*@E`7!@BH"G_``Q&*VH,! MI$"4#'@!J/X``PZH\0*"FB$1'J"-!"`V``>8(0(PZX@<8$\$PRC`$FC`U@`4 MX0"(?4`.`D"9')3`"!QX00W\@(`F#&`%[FD"`Y:``#62$0`'>@`"`I`"``2` MJ;WYX5UW4:`:B,"["@!`"1PQ````X$H`4$`#.`"`'\;`!!3@0`G_$T`##[BG M#2<```X"RV"W12('?]#&6__@@B,(P`T0%@$/L&<#[PE@".L!G:$$0(,YE*`& MJ2#!&=`$!P&9(,(&XP`9#)>'/Q"!"JSXPAPT)0.F M:#`!/.`#`0BCP&N6@((3-($"5=C)-8D1_PD>U(`,;.N`'WI0S3^4`1L2(,,4 M[E>.L]R$#'_8CV=+70(D))@8/"`";_IP6`%X=@.J,P=V;""'V0R(*5G`PQC, M8`&_'$#5!P!K`9B@!.P((`U2$P`3VN`P;3@`'P%X!"J^AQ93L@0W.J`6R$J$ MI2_EH0I5.4$FVJ".+'!`2A;X*Z`%7F`%<;`&#Y!Y\K%Y M$*@8,&('324EL7,8:!`!N*$%0,%M8Z!ORF,%R>("`6`%5V`$DZ4$7[#_$U80 M`%RP`"\%"?GA"'AP!!:@!7!`!@&P)`HP`$>`!L1G*]#V;$C6&S+T`#6@!"#S M"`;0!J($0&_P`%5Q!DA``TK@66'W![&C`"Q`8I1S`%`0'A8`!"E0*>4G`$)0 M!QW`*%30!A%P!6U0?VSS?LI3+HY`!(UC)&Y`!5SP`0[A`F+0`=0"!UTH&'R7 M@0(@`T.1'X&1"WC@.3%@`3]``2:@@Q%XB<\@!,FB`0=P`$N2!0Y@*#/F``TB M.'ZA$;4@`#70!!8F`&TP!4GV!4?@`O/Q*TNB`8X@!$L"!"/@"+0#&ZY8B:D@ M`W,@,7DP!R9E0X8#!>2S&1(`4([0`@7Q`HTP_U(D-@+9\C>,DH4`!(P/00:C MD@=F@!LJT`U4<"NI6Q0!O>5GR M$04A]98A)5F5Y`#SE?](!1``2.!9,X1X"1$`A&EC,!W`%G9F;B)$R2O`$B!$!2[!2P<(F*A!RTG`+*M`!$-9.6O`+"A4- M6M`"NCF=TG``&J`!"_9-=%`!V;F;2\9..&!'U#F>Y%F>YGF>U!D$2S@L4@!- MSL`!),,,4E`!ZY073:`ER!`%\8F>Z&D`&_"?&[`%^'E,+B`'$S!A!Z`#PC^'1"!]P`NOY"'5``N.$ M!QB03S"*G@#W!_@`C0CD!:XY#.?3:H02I\1P`!/@IL<@!;3):P*P7K)T`Q>0 MFD-Y`6>0`7.`!8V`!&7AI1=@/`[P`S]@/#,@50QP`4203T+P`4@PJ,/P/82Y M&6!A`$C5#2[@62&PG`I@`D5%*!=P`5#V"-J$HP?P`A]P`:"7IH"U'P%W%"WV M!T'`"C;P`2E`!5F0!S\0,T@BUP08LP0!X`(`VYA`"L`%(<(\U(#&",05%!@)TP!$% MD68"T@B$\&*`X1!M4!0(@SU]T``#%`/*@RGY@F(4\&@D5ALZH`92T`;8(WJT M\SWT\`@J\`E4T'2-T'OG\P-WL"0_H`$F!0!UH!Q*0`8&,`(3ZHK-]`XO\`$A`'47`&-?"7PQ`)94"0:!!(%$$"GX`!`U`# M+U"SM0)6$#(!&X!W66`RJH,!5JH"&]``:R`&KE8(J*`#%U`&B.0(;G`!A(`! M3>`735`#;]6%9((6J`)>`E"K5$`!`N,"RT&1%W0M(B(`-]`-*+`%,>BS"[4? M9U`+"L4X.O`#$V`%`H$=%*$`%-`%\(`IB@`&"``$#Y``;7`?65`KO`I62E`B MS.,@,G@!J/":C6`&T,87R@*`E8(&A`($)T!^8&@!<-Q%J`$"TB[D!``0012"=(O!7$Y`%6@,0,/`# M%E#_`0+`/`N0NHU0`Q=`!]&R!3@R-``Q`DV!#P47#W>3(W9@`6N``D"LJ(T@ M$,;3(`I0!2FEO+LJ`"6`&YMA`U3`2&%@&$"T#02P!B"@!)CR`$2V`1R""CM' M`'YQO@+0`C'0`_,U@Y'@OKWQ".]V6#J`8C&@$4$C`4K`O^8@`D;0!IM1``E0 M`Q0`(0-@5PE\!]>3`;.Q`6L@!'<#;6P"$&%0`RR`P_@Q)W_Z!]ME`3H`>FH` MOP+Q0S"@+540;DK\LP(0<'D&.@AS'U!``@)!`0^C)PR0_P<9L"F?4`,U(KYH M(<;15LS.<09XH`#TH,8",`>HL`2MZB.8E3+H\`)N(`*;%%'[00%A8`=RD`=\ MT08)8`038`)85@((&._DW$/``6I,*@98* M\%L`2X(!:@0$;2`">?,W%R`$RP$,VL(19$`%V*,`W9`*F)QG9-`##E%>DN`' M0,``GL,'3\`#"=,(%)$&)&,`YS$=+^$'?5`'M[`+"%,Z@3,!#T!OJ;`&A/K4 M3.L&0)@)`YW4]!0$;Q"@OMD#$&`!T%4&\J,@B'`%(T`'6;`!3D`!&&`G.\`& M?[<``>J?X4("&P`";MD!$'!G6@`"("`%$4`#"(`',M`'^<14Z)=)0%((`"1;-_`S4# M,A`!:0G_`W.0!3)0!%9@`FJD`#*P!)L2`#+PL@#@`2"S!,]8%`J0!4NP`S7> M3R%@7SAJ*XZ``/;5BW3P`C!>`DN`%F:07\;S!T5@7[$Z2@B0`E*"!\+5J,Y= M3W20I7\P!Z*$!]E9&QQ*LY<$`E]`P2F"5%<:P'V[@GO&T`=08Z(R>5#M]I,:`!U"0F(U>Z99^Z9B> MZ?.$!**$E<'4`D.>!`O@`#!`N,?T`@!P20A`R,MPF76@KH_@!93'&%,`!F%Z MA^.DZ0:D!CL-`1*P!)0N#1B0!]57!L&^&'-@!2;GZV*]##$`_P0S]0=1P`8$ M(0)? M(W^($3N@Y0%QT*",,0=70`:\``4V"N;$4`"&50:G9P$V4`+T4:[)T`1^8.K# M4DU2\!1GG@SK4LL4,%-+T-R)$0''GA1M<&3M[C8FE5,6$;_G+#S.,(.F]`@K M%0.HY.D/X`"Y^M(J-`PAZ`@CM81J0)MEL0(E0`5BX%_H9#<1H$9TT*`.\%)S M,`#Q$08Z<`)"G`,.@*:]Y0!<+@0.@$Z-,`=&H`9F\`%XT`1VT`!24"-(,`"9 M9`':;N;#0/59[P#ZSA19,0``\1%:#G#. M0I"K4=`%K6H!/CKR;9,RVA,RE'$!**8"XU0&/-`'!LH"5"`'&A`J("('5(!4 M^3$%7Q`'6M`$0.`9C'("+W$$J!9\2W($`'%B9W`$/?L';T`&+T4':-``#$`# M;=`&-B`$94`&R?\]5``"G;T"6$8&9^`!1V`)4R`'3:H'#W#![E,`^9(*0<`_ M-;`&"!P[OR8E6S`!*I#$1@)5$0`"*+H"?.<#5;`&-KHG4E,TY^8(B@`(/V0* M?QH3/P(Y?XM_9"1_!B)_160U%6T"5`("2TUG;CI'320".IL8?PDU9Z5_8@(> M#2)4$S52?Q;_0$V,O+V^O\#!PL/$Q<;'R,G))@(LOD]460X=)SLV`A@21T2=3+@(J*&U'7*!RU4Y,$0X.+!B#8U_LC082?-A!@"@)A1(N&/DA-) MBK2YDJ75H@8\RI2(B$2`DQ>2&'F!10>()`T=`E!Y4U.2!3)2>@C(P&O"EP14 M-/QIXV*'F!6\R`@80X7&'SIOCDR!0\8%`C(3@K1U(L#!#0$;GD"0(TN>_!B``!"^+"\J009!B#8?<$'X_[-!"1(' M`BC,(8<#794_2T83^>(D3QL'%P08^5/C")/.L`U`$6"A^`8&C"`@]`5!"88, M%BX@J/LGQ@0TBR;(691ND9(:*Y00^%,BQ9P"63`0_Y-'#)[I$0A00,'K!0A- M$,S$$0`'0:\31\3@1AM8G&"`91(00`(`N%`W%2\EN*")$W^4P9]_84DPAP(Z M+()"#4U(P%@C%I@!@`UB.2"$`"'\484`*#$XQPV+D''!'U'H(99B%O`@!&5` M!BGDD$0N8@0^O6BVB!P(3`>6!:-E<$(#J`4!B0`^N/8'`:-QMH4.9/B06P"\ M6<+B(CY<0=T?#H3!R!MDS,!+`W-`<,5-9O],UYAU'F2WG9:XU."`'%K]T0(1 M$K01@!\6_,'&&0U,1\196##R0`='-"#`:%-T4,DNC`0@0!DBJ%#+'Y8U%D8) M#3;V("-EJ."`!13^D0$99#`1UGB\H"!`!2R,2,8/+2@A`DH.)"'`%B["*,"= M?R"PBXTMJ"!&;CR206:1W';K[;=_S,&#`#]N1H-E!?R!AQPIO(6$:'](H,(* MJ!7Q1Q`"3(%.!'^$,-H$$XBTW9B\"3`"&65\,((;$9"APP-XB&#O(F`((,,Y M?TP1AP_-Y?``#4OH6=T$,NRB'7>O-5+#'$]I\<(1OM)71J,3B-!`"J5(841( MBZ"$@J80Y/`%'03_),;+`YMX08H55^8!@P0!*B,Z,!L" M=7443;L"-Y0/@`*9-%#UZWJ3(8(@M_A#`_JP"5[]H0\(8H,(A,`.X3(`$WN`!P`0``I_N$,* M(-`"(3"1`TALH@.86((ZO.`-"&A-"31@@!0XH0$,\(`!\*`&$Q#``+RX0Q`( MX(`2F*`!`'`"`;;%"P8TQH^,J,,2",`!.J@!`"S(P0V8:`9&$($`6BA!".@` M@`&8@$:+,,,%0G`!7%+J`C.X@`&$@(0+7.`#+_]P0A-80(1B[J`."`!`NA(` MAN/]X087>`$=7G"!*83L`,8L5PK'2MKSGOA4)P=$`+9\^O.?``VH0`=*T((:]*`()6<#Z)",.FRQ2`T(8$(G2M$3 M.B`""TA`E@P:`ATHIFI5O6N M>#5&`BGPAP,,8`::`,+_$K```0N,AQ1E"4`4BL,@%UA@!A"``QXV8`$P+"(! MA?5:"J!'@Q-P0'X6L`('7C)/1K#0`O[QP`804!PYB207:T+K:SSP@PCD`3CE M:T.C"J"#&J#6`1*P@"'T0%D*U&`!00""&U@5!!&ZX08UV82_:K#%$(SK"'\( M`!QJD($V_``L/]!!:/)*7HJF0"Q\0$`8#G`-##!@%D5S`@>H(`(H1$$`-H"( M!]3#`P+60`(G`)$#)H`4`0Q@=C60P1'2T((W""`!1)`#"4`0,$900`X&^`X> MSK:&%\G@`1M(0Q#4=-8:O28<0*C"":CP`"&H(`-3:$`-I-&'&FA!`@+(PQ&Z M_P"$(Y!`/7P8P`]4$`8+Z"`!9"#`"D)!!!AX,`8%J,$`;K!B(;PB"_=@T!O. M\-#R>MF@>,"L`&I@`QP)P#]7\``IRNP'^I#B!R>0@P1$980'J$`%= M+I"A-6S]`Q:HLR($(-D`-WA`8A,1E"$-9(@!_KSP!_\^H!9+U8FMB;,K@/%8 MAMBAS@U0!0"`I"9G-,W^@ZL;H(`:>"`/M*Y!MG']%#)]P"=JRLZBC1`0X>$(`>1J"$'\#_H'1O`((`S+((.PSF!#=UH!VNP0$LJ&`#39B# M$J@P`#BTX0`XSD)?AX\#4@P-`FZ8SA$T<80KU#H/".B`V_+P`Q.\N'@"P,-G MZ'.$-H"E[NB'YQ8VH`(E>%2`N7@!#>1,@S-H80D\D``#0@"$'PP`!S/#`EK0 M`1G0`^MG`W8P`!NP`2[P!S:P`1C0!.L'!3&0!SI`!"1`!3S0)Z'B!QF`!FQ@ M!!$@7!Q2!D:P`K&B`:O%"$VP@!NP`*&W!5KP!1L`!56P@'K`)B?@!S^@!7\0 M`33`+SE``V7``1*P`1+0``LX`&"P`2'@`2X`3AT@`1RP@'W"!7J0!C)P`$+@ M`AN`_P1&L"!_X`(?EGYF^$X]X`!V=1H"Y`!S\`'C)02M]`=-H"\"=';APE#) ML`(/E0/BQ`A(T$KGAP?ZTP!N(D!/`!GCU00C,%Y_,(?J^(F@&(JB.(JD6(JF>(JHF(JJN(JLV(JN^(JP&(NR.(NT6(NV M>(NXF(NZN(N\V(N^^(O`&(S".(S$6(S&>(S(F(S*N(S,V(S.^(S0&(U!4@+G MUPLE@`&$T#,4@`K?`@-5\(W6%"1X0`!%%4I+L`'I(@Q0<`;!H`$M,1EY$([2 MZ&5X<`)\Y0L$1!^+L`*X`BYA0$!YP`%#$@5MT%.\8`<1(/\`7#`,;A<,&>`' MOV`"B3@,1K!3><`T\_AET[$&>-@+E2&"`6RL<(6"`&W-.`,6`( M;H`0B&(`%E`$/H`!$X`!Y]`%$[`!3$`'43`!$A`%=%``2U`,HH*1EK(``#,` MY^``(C`!2V`&3U"#63`!<.0+$R!"$_D'#T"5*B``3!`%&2`!/S`!`T```-,$ M>.`$0&`H$)`!5-DBL[$!?^`%-;`&)^`$F,`#&W!2,C`E)$!Y,O`'(L0#0)`` M$X`9,V`!$T`%%&(""?8]&Q>4""7_``IP!&7`"`-`P,@!&U``:]P M`7218VVPF+T``F6`!G'#"%D@!T%`0"40!.,R!IA`!:3@!U)@"G_`!;0#`GZ0 M"`70!J-1`Q3P%CY`"EF`!>6S'_?E!`DY!K"`U=0`.7S M+DCPG+#Q_RO:U@%T,#L+60,=HB1R=@?:=PM0\@='X`8NP`%A``9Q\@?-L0)3 M``,:0%L&EIN+EAKX$QI"L!0'X'!;0@8%$:(&I0E\L!_C\0!EX!^<@0!!P#,B M^0?#<791L`8I8$P,H`9GDP]L``"<`)B@`ACB1HWDC>-,0&C<0V-40.2\"+O\I%_H'V-L:9!4#X=8`:5 M2J`!?((!4;!P`61#4G(/\"19,#.S$` ML?H'*&!M-6)-;4,#=8`:7?`'+/E"$R`&?]"DP_HY`C`IR*JL\%("6,`]"R"2 M0G``$"`'2?`'LB<%3O!I+.D$:`0[^,,@82`"&X`'1Q"N`B!1Y`I04\`-C/`B M%/(&))>06]`V8O`"94`&#?`^BB$7;8`"<4`;.C`'7Z`"!"`&3=!==``"USD, MHH*A#C``;:`%(J!4"'`$59!Z"C$J^*,!='`K175?/K@(XV(%#X`)$)`&I3`" M1]`A;D<$?QLP.!8%!T,#!R`U1%`$M#`'9$`!ZJE&8R8&2N`&DZ(>0)!`2I`W M5+`&38`7."%E*\<`N6D#=*"K0QM0#6#_(6V`'#D`02'@!6*10*.1D"J@`SS` M!:904PDP+A"P*FYP!)UA&61P!!R`HG!`#$4J/#6@6W\P`FZG-V_X`SR``IJY M`!V0%!G0`0WX!T-0/KRR`F,@`&V`!#-@`SS0`52P`!Z@`FO@!1T`!&.@`!,P M!BDP!AV``070`?S[O0N0`M_;@J43`7.P`[&"`#S@!N$#`T!@`0L@`LY@!1U0 M`!YP!%_@`#!0:WYP/$@Q!ASPO1*P!Z_[3W=0!$'P!.=0!TR`!3'04L/6`#-\ M%B\P!'-0B#'095I@!&]%OD:@+W.`!*&Z"#D@M,!`!S'0Q%.``Q^`,7\@!*ZE MEX4HQ;^``S%`_Z4Q8(<"]`>'&`92A0=H1*7%@`=`&52%V&5X\%8HW`MV95.; MF,)T7,=V?,=XG,=ZO,=\W,="0@2.Y`1,4,4IM"$@0`()H*K)``<&9`QWL`(D M8`%9I`"8Z,>I*`4U\`,2,`L=4`Q30,A",APV<#8CB0QM()G(L`0JX`<1\"$\ MH`;%\`'9:,EF6!@8(%564&'#(`9?P"UM`#8F4,K'X`&E*@PC(`!R@(<5$++% MH&*T?(9JL@.,\`%E,`4!\",F$`!;5`(VD)Q%HP0DP(49D`&5,@7MP@$98`0, M0`(1(%4A,,Y2\``%0`).D`$=V08\L`1U`%A&,LY8<``A`,"!.C&`'#@`'$!D."&``X`IQ]S4!4;`$-7". M#J0L`G`(Y.,ZO6P#`&`8`(FY"./[@)T7%V(;`0"1D$%K0)+M!C#S`# MLL*26H$`;C``91`8&4`#*9`&/-"1R1/$O``%;)``'U*%`O`#19,!/G`"0&`` M6XH`X=`%!'0*,(U7J%%3O;!J?\`D;[$``\"PZ[G6B_`#5-`$;0`'C>030P`$ M$#!U2Q:KXB!F!RF[#CB(=- M53F0";\@)4N"`"0$`3.`$EIA`:CL0=LY=5*``S\@!W=!`E!@`%5P`"B@RXSP M(UI@`Y@@!4"``0%@2P[@+HM`%P30!ZI*!B`PJ%[5`/P)!DY0!5"PB9I0C(D3E78 MTP9*)Q(R4-$"$``X9@5<\@<88`$HL0%.<`U6\@.W:0%EAC-M4@;;D0?B<"L, M``(J,,?HX+?S(``]4#1E(0!8$`)DL#[J669\*YF^(MIL(`5L(`!^H`)DD,;A MP@IHL`(,0`,\T`,>U`;==0&6X1_;!GTZP)("8.);,!URL$`4#A.1#$*Y`$.8"'36PI`^#%O=`# M%]Z1=1``N'01#W``9Y5M+C]W"]_T3O_T4!_U4C_URB#%/4GUP>@`6K]1>ED` M3C!WY0$`)CD%"@``A[H(M@X``$`$P%V.R=`#*)`">.`!+>$#65"3P`"A:@_> M6`^+/;$)[]@#9=`&&'`C?X]?ZA('*N`&("D8JUT&+R`U&.(8>2,!%5C2[]/X MOF!G5"`!BNXU=?"'QH`'(]7W='<&';``"]`:%<+_!EP/`F>@^KH"G"N@-E2- M*@*P"Z@Q^57O!&\5`6NP))K?"PFG!C_@-1RB#-U@^G0W&.!\?F(`P6%$!..R M`6!!!XB^"!;`C8M@&;>`&@H2`=D6`RPD`UC0!`0``ED0'P3`(#E$!$:@?R)Q MKLAJ!RY``03PA]-1!HT!"$8F$4<\$`42!&\$?UT6,@Y_=B06&0PN9`)O4'^= MGI^@H:*CI*6FIZBIJJNLK:ZOL+&RIPD05`(=#6$U9"IM93`!,GX"$`TQ`E^= M$#^?``*1#@)MMQU_0-.IO$X`P+"_Q(_*NAT.#.@1IX`-90@F#&KHL6+&#-JW,BQ(Z@B M$`2P$%*L1`8!"#J-@",``+)QUTXX$Z#ECS037OS(F2+`SX8:`CZ@8(-EP`HR M9^SH6/#G0KH_(.2X0S&"BI(M/(Z`ZM$AT\,_;V3^:=/G10(R/N.0D:;D)YD; M#T6B8,"2\L_202([90&!#)E?_K4\[1$0)(_"@08^!-"3@`! M2RIH_@-A@Z=P"02L:/JT2HVI/01$P=%BBCU^/MX(2,.932RI@``I?[R@_&/"L@!. M?_\PJ#G#_<^`3%0Z.5571M^7V!QD:=*)!"`)P M9T$`Q2TGX8045HC<`%9,$<$:KOGQ0PR1!;&$#4F80`9XD240T!.?--;"'XTE MT,`&;^`Q30<8D/''"3IX\D`9`B`AGP`%_%%%&Y(<(4$=-`B@@QCM\$?&`'\T MH<(68"F!00D"2-#)!`+D4089=>01IAAMQ'!&&QFP8.&;<,8I9RL2Y',&!YT4 M`8025&R!!PMDD%$#`)T\(((*/&#P"1<3R'%"`D*H`&`9X`7!BPH))$`%%3UX MXD1\G5#01H\_R!'!`'*L$<4,)[2A1!"?)'#"!`B=("3_&BI\X80<0-3$11IM M^(%G#A:0D<<+?RS`@P@OSNGLL]"^"8,)"C3Q"1$`#/#`'P]$L006X)7@"`P?68N$`$G.HN]\41C`!RAQ3 M(($`%M;^04#S@0`[A_A%#`>!UTD`0HW$KA)#1ABSRR"27;/+)**>L\LHL MM^SRRS#'+//,--=L\\TXIUP`1:M,$0"\/N%#Y)]DH9HG M"P@0-A\_-#!")S*<\??HI#L;F@`8)"&$&1T(0,$,F>1`P"]=M#$J$AU``(0? M_!3:AI,0I$2`5'_(0(8Z!P1!A0*E-^_\A'6`<0L02[@GSA\H0+.#``38P6,# M+`B@04@D>$)2!E6444,+PW="P/')9C+=\_37GU<,&60"0!379^[``0WZ0W'D M8`@(<,,3TD`;`E#2OC](`'X6`U,%[$?!"FHD`43@5O@FP+]Q^.\/7=J17.30 MAOTTH'J=D`:>I`$%#Q#/`CK`@R>>,4$+VO"&KPA`^3I1`Q%T\`]I@`8(R_`' M)0!A!O\AZ8`3.D#$3LR!#!#X@Q$TEX`:,(4'Y1O`BV;7,1QZ\8NEN`P0=$<% M+=@!2#PP$P7"5P,MR$``9&@!'Y`V`==X(GR'@L,#[A`!'NA`"4P@24^H!\9" M&M(>05#`%@A0DS_(+@A80,`'"K`$`LP`"4Y("0,(8(/>?6(`,LC"?O[P`2O8 MX`9_,,,`".`!D!WRE;",I2QG2`,QAZH8+#5AF$>Y`BAC4H9?8I$N=D,9-"LB"#`'Z@S-E(2K@=*(% M;A.`"$8P!TRT004[<-A!!!`#46CA).K(ICXW0H44.(`/)W#_0`K""0L:N(!; M?K!C+!K#`0UH[AIDR$%($!`B)K2!#76@0PC,5,]0I,`;^=RG2"N"!QML:P,! M>H`W9_$`X^%@%A-00A.0(`#!%0N3J@%3/4D@`!;]X1D=#45]0CK2HL[B!P1U MPA'P<0443(`-@@!DC%&(`(F@#$9A(!Q$L8`7<^P,:R/!23XB`#!1@T+=X MX(0#;&%*H<#!]?XP`6O`("0"P$(=_\3@NB+P='&%]80=MD4:Q"KVN*E@;"<" M0`9&_*$%+O@=H2P0G9!<8*]'",*VFOM3>GZ"`&Y`)1FJ$`$!3'`$9(#))QJ0 M7H>IP!H^(`,0!*""&4PA:ID0`&&]6QDYL"%!Q46N@%6A7-UPES-E,,!?+.!- MZ\+`!@(XPF2X&USWJ:!3XSU:#=\1BCL<`0A#0$8'&-`H.H3D"MR*`AI01\WN MUK,%Q(#KD(P[X!J#HL#,982"G4"U*WS@!(JR+@F(((036(/"`C""&CQ!`"KD MX$!5"$(;4*R%&J3@#TZ(A"=LX`8'^"4%2%""5`("DQN<(`YFF*%WN07,:P;8 MQG`&10AJ4/^#$'1BQ4N+KQ+,)``(JZ`)9F)!!U2P*S`400!*X(()IK$U&`"! M#$L(B`Z8T($:H."]YA(`&#[Q`27`87=IO@(9,L`&-[R@"!0P(BH[P8'Y6B<4 M0@!27.-,ZS_P80.X[L0"-@!@!6A`"Q*`@J\U((0N`"`(1B"!#@@EA2L`X`-X MV``:/-$#%V0``0#`=0\:((,-$&"8&NC4)R2:@6AV8@E40$,D(J`#"HRR$UJ( M0A3@!HHB$Y3"`A4T^Q1-;X"89[#S%,N"A[GE8@5/`$'@O.5UFF4@#R)XA M`#UTXI?*U-@?#M""!SQ@@0/`0QBFT``9TL$#7:C8,1;N.E$XP-)NS@$5?L#, M&-SAEU>;`P=HT"ED3.`8S@2FN6LOAH!C7(NR""CQ3@0"FIR5(N#)S7_UXF)'A_Q8HQ`[JQ(F!$P!!`PTPP0]00`,> M6*$$/*#O%W0`A#.4`0D@D`9^<`4/0`1G<`8_@$(R%@J90SE_\%M`,`$?$`(3 M8`4_-0$_<`9>,`6"@E0V($-9``1`8`%38`<8@%0TD&:A`$!P0P809^T`:+DS94T'3EYS)R$`)DX!E-P`,4$$`$ MP`9()@<$T$9/"`!C\@%4H`*WL5*@(!M:U@GU MX00;H`2_)`Y3(";OH0,[P`L98"8$,$5!P%-;$`5YX``N(`!H(PH]4055`&%K M9C%`D`%_L`%YT/\P'"`"5@`$GP,*>H,GW5<#$^`-8S!,$L`+>'*$+W,\$-`& M3"`!SH89?P`$XW`'>\8E4100%_`,*8$"1W![^)!?,H``*2`!;4`\(10*^-"& M1E)3*$![+Q$0)T!T$M`#;1`@+]`&>7`2<``';,`"SO$'=7`!%1,*<'4!%Z`W MC?@&%B!#X5!6UJ.&GP`'6/('W=(R+=F66`!F0@"5^4)1-`&Y%3`,VB,6XP!O""!Q,P#AB@`D/@%R@0&6+0!`'P`UY` MDL]5`S*``:XS`@I@`7TP-U)@!=('"B,0=;3E72E0`[`2!"GP!&T0!ZO&7#OD M1#:0!@E0!%:@!=T7CRE`!IGY`#;`=D:),C%P!-6S:/GRA"*`!Q1`!EE@*2#@ M';21/=BF3ED`!S7@&B;B!AO@!DZ0">$@`#(`0!G@!4>@`@KU4R`7`"\@!DK0 MBC8`H`/TEP5B@"-`4`;$)049 ML`$'6'&?8`5>ZJ4*,`-Q&J=/I@4`\B@5&DMU0%E5!PJA@90MMJ>$FA$QP`-2 M*@I$0`586*B.FA<.8/\"CSJIE%JIEGJIF)JIFKJIG-JIGOJIH!JJHCJJI%JJ MIGJJJ)JJJKJJK-JJKOJJL%JJ0*)"`XZ<$4J$`!C(`'!%`$LP!8 M",`%`(8*^``$#1,#9K(VYNHL0<`%?W`2K!8V7%`%3N!FG8`%*)421X`!/8`` M3V8Q4&`"7=0)":"(0C`%%.`&;U`%*`!VL&(`%-L)Y*(%51"LHK8!8+`"(=#_ M.P-@`U4@0UH`!B7@!%7@L)_0`HKH!7\@!'6"`09`L_HV"D"*KY$Q5G_0``L@ M`V`@0R$`!B]0!2%P331;!9(J3C*``E:`EDX*`22P+B&P!4'@DPMK$1"+0")@ M`7F@`TO6"0`PC-:A!&QP"VM`2CI``V4P`6W(`%9QIDC0)$`P#.H$`%#`I%1` M`C3%`R>@!&[@1DOH`858<0NP!C*@!")P`#89![^#`>%X`S^P`3K``S?@`&^T M`07P#%MC"A8075$T!Q:P`4/W![,3AQ)@A@*P*0*0`C#`!GG`95A@!A"0`2#0 M!C4P`"]P`F#``THPHW!T'G-;$77;"4!0/ER2CU_2_SFTA90`H"-7T`9HX`.S M=94)L&@QX!06Z`''$P;IM03S%0-OH`(!?^#&:;P!7[`' MGA`'BX$!?@`#>S`9[`#[4,":#@#W./"(4`'/RR,-4`% ML`($!.(>-BP`^"K)L7`2(#,'2O`&:?8#%_DED(,$C.7)A0@'%]`!Y!<.(9`] M(>`%;8`"`S":8&`"\P4"62`'M^4ETA#'.`&6_`!-]`&7F`$ MW+4!(K!PA1@`9G`&"CT>,[`!'XN[5/*L]?#,R?JL"`P!/,``'-BK=O>$<%`" MI(G_`$&0034H`R;@!AS@6.5LSJ[0`_-U!?`RFS)@DV9W'=2P!,.8`Y;#`@XP M7TD33PHR#5-'!2U@550`=1E0M78'`T=`!240&1(@SYHP6C*A`&V`4I`(83KP M`$K``SY@?6R0!GT0!TB`!P^4`0'`/TT<1FD4!`QP`@4P!`_$`RD`F#PP`36` M*V3@`>\A`D&@%BC@!BK@!8$2*$+(`.%`!B"`!"=`!M9`U#D4`C#J<@HA/FXYX``M*3">8`;J$HZ=8`;]W>$L(`&\M@6X5MRA MT"HG'0L-X`;N*@L;@)V.-P!?T`R?\`)`<->?4`=6(`=R8`,&$P/WAFN>`0-6 M(`:O[0E&L"ERD`)U<`5:3@,RY)(J0`4R,$Y]@!@=[@XV4`!D60%N/82`1P8C M"PMTT`=F7!&_071EVSI:X0DCT/\Z@]T)!L`#&:"N"6(%2D!T4V8Q?1!:*Z@$ M?8`!D&``1X`"LN$?5\`I)A(=>E<,=^X)&6`N*$`\`-!SP-<)[P$O1.!*#]`" M[]8`1.``;H8'>/`!,4!<'V#L*S!\#]`#:D`'6C"HI<`#O2*L0L`#"NM0`@`K MGY#%G4`#M`$'QD0'>>"56".@GS!%`S`#5TH"^?A`1>0T-'`"2R8>;3"OK>X) ML?Y)O,`#7@D&T+`"J0AV=@">TCL.=A"$8?(`P_."3O(!@)(2(7`$MN,#6,$# M;4`"E#7@I)!?>G`O?[`"EXZ39!`:9>X),M!$G9`"I3+CR`!B.@`U_P#&F`TS5P!01@`&G0,*8@!`#`6\[5`VO@-#&``0"@ M0J-P`^WZ72C?\I_0!`]@S"SPB:7U!UP@`/FR`3S``A>@!!C=!0FA\SR/[]_* M/S0R`8H2&27`!W&`KBA@!%^UM"5PP!;X!U10#Q`@!G]P-]U#!0O@%&/@I13` M!.`D3G3P;J@``V5@[QO@-%>@`N2%G`Y@!08$`:N6`5'I"0T@`@)J]P9``E?@ M!T;@"09`!F6+!\!_34S`QT!A`>)Q`AO%`\N_^/DNLP+0+!11_Y6@'4YFD(=- MA`1>!3>,!0&.QUT3X`1.8:\W``-K@)JKD&M_0&).@UOY!P@"3B`"-4HW?P1E M?XR,"&T.C2L"!(Q0`@)D`XT.>5@7`D\0`BQA$"X$`@X.9QX3.@U_2BY_$'U_ M4F07?Q,4+P(G,3%N+W$3C'0I=[9U,']3(AJ-$"R\PB)`P:L[+E34P>/D"J,( M8D8UH10+SSX%-5;\Z2+&08PK"!B9B^.M$1\=P5*J7,FRI+:;``R(8:4&C3LD%BU1&@- M*4H%E+`5HHV%"4!P,'+"HXW!1E$$A!S5)=,$-VV>,#H!8I0&`4`"P%+2YL01 M%G]201!9I MY)%()JGDDDPVZ>234$8IY9145FGEE5AFJ>667';IY9=@ABGFF&26:>:9:*:I MYIILMNGFFW#&*>><=-9IYYUXYJGGGGSVZ>>?@`8JZ*"$%FKHH8@FJNBBC#;J MZ*.01BKII)16:NFEF&:JZ::<=KIA#`&$*BJ)O!P0Q"9"%!`#+B540:JGB1K# MF`""]0*``,3P($`5M>`QF1^TPLKH$@(DP(@(M?(2PP3$_+%K+1)L\$<5`K@B MK*+-"-;#$`EZ$8$'+_PQ@P=+N&!`>!%D`=6RS3X["A01H!';$FWH_P`%M2DL MP():?[!P1008&N""$P3(]T<#"R@`A08I_%$```6H%@0=2X"PA!4I$##``B#$ M]D<"%(!``2-$@.`""BL\@!L)X9J1!0H>$$''`IM<6V0S"&B!`19_&#'!!F50 MP<$EBV70R`LJ_,!#4NPRXBXC"_#$`Q!%;"!`'E=0ZX8*`CBDP`D;N"&&%'&L M8NP?+62R6`TS$++!%%18T(`JF.C:Q@1DI'4`$")8(`!W;RBQ`1D!0'&$!&E0 M(80"/$A0`P$-D,'&JS8#V0B`SAD"A1&'$DQD0H%YC!!@00(2"#!%T\[R MRD@.`HQL0!M?_-$&K]0N8(<%%LRAA`Y5+/_F@-4O7'$3(X250*P3-QRQA3@" MW3J`!\:H\$<6`ECA01O^1>!,'B(@8<4*9^Q:-@($3'`!`2$9P$'E1&;[!QB( MR($"(QO4X`,(1H_R@`%'P(006/*H`(;_,$"&#``(0(P!POPX0]EJ`',>#`##&#P%6/P MPPA*0`8LS(`*)^@"#]B@A5MIQ(`T:(`+:M`"H5A!"AKXP0/2X(1)*``.`OA! M_@9`@"O`(`XR:(`.)."?0OHH`66;0'H8X04@R$$$$VB!"3*12$9<00!4Z(,` M=."!3&"!!@)`(B,X((`T3.`,3?B#&/+&M3[,C@PAX(`;,!&"(:Q!$*_X@0#\ M$`(`JAI90040^(S`U29P`BWCI414TA`!6X2@R`0@`M>!(!&ACHH"5P(%TVHP?,H"RLF MD,$-;[%%$"8P`1YR=E,Y^(`73\O:UKKVM;"-K6QG2]O:VO:VN,VM;G?+V][Z M]K?`#:YPATOX``-H@8-W/&"[QU4)%L2@7"WPX0BC*``9N/^SF2!\(0N-$`(+V-N(`&@' M!3,HG7;ZTH@(:"<)H\A!!T3P!F"<0(M(D("NI%61$/P@#4#(0&A[H=STEDX` M-1M%#/HV"@/25S/0P"_4@#6*#M3@G:YHP!'D,,-1X(%KX:C'7^@1BW_<8BN1 M>"$2/"`!6:1P/E0XUP/.P`L?6,;#K]#!/F.Q`8$TX@!_BX6U&`$#L##B`C^61QZ\HQ2P.T(-R&B,2!&@# MS_Y0AP#L8Q36,`$C^H`!/$"@!M=908(.P`"](#8`&()!&51P:"@S(@HGF'-\ M>;`8`3"B`V18#`!R$+3_,Y#A"1C(1`;PT`)5D*$`+0@@&6YP@2,0^!;J&`48 M3,T(/6#B""61`R9,^HH,_$4/C"!!#8[Q!SP,C@Q;B,)BR!`!)(B`#&TPPGP6 MB%"$-&"B#65H`P_N&)?53CB*#%S@!VMH0@MXX!0/ M_$$"1[""4Z!P*W3D80L,.(,?\&B#M-WOSXG08AE.@``J'"',9J,$`5Q=B]:(!!E4$/L-Q'D4 M'(BU`,*QPC=N@E@TN,(&ME"7#53!!7TA[<$980,>Q%XGQG+@'P`P^"(;?EH\ MX`VS_Y"#)J2N!@FPPQ;R6$^7__HV`H#N*\ZA'NOU_`)%0`5*<`0%8$#T`#:- MT`2W<@`54!",\`)),`8\X`1D\'N`ID5DX#H,H&9_$/\$;S$[UN,'+&1`X5`* M(_,'/5`70)0#=K=]M@-$4R``3$8M+?<%/Y`.1]`>618\1!02&&`#"%``1D`) M"M``5Q%%+@=S?\!ZD>!<$\"!?P`"%*9(%W`'?Q$1!O@'/T`&XD8`?5`*,$`' M1R!-4Z`"6T$`,>![*`1\6G0$;=`#98@8C,`"B\`(%H`2S6=`FV<$^E8`J#`& M`J`"`>`$UC,!*H`$F)=>**`YC8`)$E`"?O,&BT$`"H!/#\8&+P`-4"!%O8<) M)4``9V`-LW$"!)`'`V!`5F8+!>`&>5!/V',_XB``%D` .&0-!34$@$$V`T M,R`'(5$*;G`!$K43#I`"RS;_`'DD`%]@!*6&"1%0!MGS`@^&`7_P=X[(>?B4 M>@XX9VVPB$H`-:O0%P1G"G^@?*&77D@``1A@<#%0!1*``C"`<1O0!1$09U$@ M`RZP`2D@!6!0!4[P@`3P!N/U`A$``5UP`$)``A"``@?P`#(P:+9@`Q"@88P0 M`R2``5>P*@H``10``'5`:!IP`BB0+*4#`1!P+@A0!T(@`2:)7QRPD,='`"A` M6`90!?+V!PK0`0D0`20``U50!2F0`#_I*C@)`3)@=HW```%``29Y-C&0!0F@ M`!10&]6&`%GPCVNACQ^Y`V_``1_I@C2R96#Y)U`XEHA"!`+@,69I*`3P!3L@ M`&I0_P"KM9:#DF^7,`9M\#ZUD`-S29=ND@.K`0`C@`+2@DAG`(M_``5H```D M8`,7V0-_@95^Z292)@!?MP"%^0<;@)@-,&$-)EL8G$NX`4) MT@4J<`D,4`8R,)?4DD@4@``&5)JFJ29;@`EB$!LY@`%.D`4^8`,>0"K4$@1_ M("]OM`5TP`$ZH`,BL`D/X`(G<`9E$"X64`80,`$!EIM8T@(L,`&R:`O4`@$; MT`8A<9LSD`=6X`!E$`I8W"S0"U?``!'D)YR MX0'-4@`"$`%5<(-9!P,H<`2)J)]8TD'G*`O4(A@(`!8&A/\%!%`#UB(`6>`' MYI=V?S`,$LHE,D>>`B!NG%!$,O<6NT((`48L!V"B)WHE:6`!)#`!5M`K/]$' M!M.!`D`"*_`#1^`$6_`#/:`%9%!Y0+!Y"S46-UHE>@!4NE,+`*`#7Z`#M;(' M,D!:#4`$/S`!8L"B`#`!<8,A?#`!1C>E50)7,1&A;CJG=%JG=GJG<(('7XFG M)_("!$``==4(-Q`$.E"6O(`$&A,+2^`&)P8+-W!$)%``01H+9@``3O`!3C$7 MOK`$0&``98`%6-`&!&`#>>!'V!0N#/"GJKH$M@$+#O`#31@"^^8$"_!`-]![ M+#"I$HH'L19N1[,8@6H+21$+J";_F:.`;NX&"ZD#`0&0!15("[?Y!_.DJ;UP M`-#H`OI@##]@%&K3&&M8$QA`!C7P":^`!S?5N0("IA`DK2`H+(P`6KY"BA`!L':"#+7IG_03V@P"TL0`1])$-3:"PN096]T M/STP%B,@`$;3#&N`9E/8"/JD1Z>D`ESU!X0C`PR*27-J!F2@!*[W!SYP!`&$ M"$R0`7+`!BEP`%7`!B``!$I@!"RP&&)@!1;P!>RY`AIP!!U@'BDPD6\0&XNX M80"A`E[V!VI$!8)'``>P`1"`#@8`!(_C'`*``2;):)J4`,@ MT`8M1P$68`,S]P8@`%9H`,(H`.B%`<6 MP`)M\`^+V*B-0*:OD@%D,`5K(`9W0"P(\`(\H``R<`158$`"(`-MT`8YX`$G M4`"I@P1TB`#0P(*P\+!7,![$@I@(<`83$`G-T#@9,%&%:P8J@!L>^P29HP16 M>W1P&86(Y*8S4`,,,'J0;` MW($$`LFV`M`!?[H5B`D&5G.#S:`"?RJ>FU_<3$7]M,,D0`!\/4%_"L`_V`,:\L(`%`OW5BB#@@+.E`5 MHV`!&:L"6"@`*;`!$<<(9H#!QK``1-<(#4A?=M!IH]"VC/"VKV`#Q-`,2'0` M?-`&)>&[C+$`48`A,2!EW($%SA:(=,I"Q@C&L?@`<7%">%`#(8#$XN`&?P"( M;V123\`#)V`'\O=W2[`L"7S%K_"PPOVO@O1Z0`$TZ"G:@`T=@`@=0`"+01QMP.`]&`V(G`&7` M`R&`3`E``VL0!A3`"CK0!@S@K$H``;L&"VI@-50P3K78PHP+RV\``%8`!&%07=F0MSH``\ M-U`H@-O`%0"I-FUM$$`-1@M7]0>ZXMF[T`3R00?';0O,V[>D`PP/0/\&(*`" M3&8+/I$)I.,4;N``T!"PL]``CFN9-5`#BI8+3>`'8\P(T.@#N%`$J!U;O38% MK,><'I"QM*`!!_NP#)X+,Z!%2S#:M9``I=I6(08,4_$Q]5<+*@"PGX:?!Q," M?6D+XAD#(Y`&QIP+>/`J25`LN*`#9T-;<]`-!]!<%=.JC-`%/$$`#\L! M'D"P2S#9KW#G8-"!5$`&69`Z/#!K?R`#>A`@,:`!*U`%!,``3N"R!/`"1$!( MD@ M`38P1Y(50#2PY+25XXTP!6GP`V_0!E%F@\[AB!6HA-``#S@`3Z=&)3` M;2^@$PIZ!#50!9ND`0X<`M8`5/%V`X91!3%0/G^0!&2@!U70!B[@``\&!%N( MG(T``%2@`#K@!T/``3=E!#$@!K"!*@!'$V.`PN!__XL&C`0!UP%4"``DIP`EMV!3_0`AYD MQ0&6G7_`Q!OP$T#0_X`V\``_P$)]\$KD^P=7``0)Q=%%\'4A8:0'20OB[P`4"J`=GEH98@+6BAY9RX`,E4`)1"^NK MT@@$,*P"``AZ?PU2?QQN`F=X?U=N>'(`?RT"!54"A0%:,0(H?P0"44X"!O]_ MI::GJ*FJJZRMKJ^PL;*SM+6VM@$")J86.F9_%Y2F*V0N?PL"#G\"$U$"'J4` M*Z80$P]R'7]9R7\6<'\_`C-_,WX5`@/=-7\R;*4D`G]G/$)_HBU5%J5D!*8, M>=FZ8?B3(9ZM"`($U"NUR8$&,@?^4,@@ADR3/RD&FIH@(,8I`A!*Y5DS#@&8 M'2,0@OE3A<<=)1K^$!'0`@JZ4G!F=@(`2M2%6T"#"AU*M*A1H+F,E8I`)EV? M-A%-R2&!`AF796?^G!"`P0:<$::`K$%`1@4"%`(`>+$P8<`2`7DBB"!P+M*/ M-@]D4.D39%N,(@*R_!$QP0R+-0_^D&%Q2L*$$3W_>!CY(\;@%3&SC`CX<4J4 MCQ<"W&S@@8`G$#%4&)=JH$)`D5-P)D3O8LVL?BJ-@C2"EF/QP@Z$IJM9;-LAQL:-- MG!XEUK21$^(4BC9`SLB!,H!,G!)=R`%$`S:0T88$=7B@@@Q-Y"%'`4'(X0<3 M)*3!6!8JZ.!'#TWHYP0``@,'2$SA@!ET&/!:&`YL\,(,-^SP MPQ!'+/'$%%=L\<489ZSQQAQW[/''((1G_0,"#,P*7NYSQRG>= M,$4`%K"`U_RA#8=[0`@H8(4A#`(*%G#3"*PP@;9)(@M/(($'&$"'%"R`"7]@ M`@,30`HT(`;"(`#^\A` M"D;Q!]]-1DA1JYR`U,"#ZIBB`S881!O04"T!(*"`//-=0/[00PKH``A:>.#A MRK`&`I`A)B?P@P0$H($P*0$`=&M`9.7"5#MQ`!AZ)@`<42.<5$")*3LS`"/I]@0#:-0``@7(`+1+B5`+)7"]#\Y`\'V"$#@."&/E#A M"$KD(QF$-XA#5&<&%-@"',CWEH)"H0]2;0$J7_2'#RA!!B$0P`DP^0#VS``S6(Z"8\<%.6'`&; M7B1`#4#UA"B4H".WJ$,-UEF*28(!`A"(PQ&V\``40``#"8CD&4`:!AV$!#2D M<$(;I,`VNOZA-J6(`AF02`-NE&(&9/@)#Q8'F&?6]6:^RX`I%"``&J"`#:?D M`PA6<(0V8``U.1"`',;0"\!LP0YH.,(4@D$*#'P#-!RP'A!0P(,!^.X%I=#` M&%L!`A,X``5K,,4#`H.**/`!=YV#0A-2P(.C2:$\0?S!"1P`!!&H(@EM(,4? MBE"#+7R@`W%8@0>ZX``1*&$<(6A#`2(PV>/:C`-Y2`A=YV#_@814QX@JX((0 M$*$$(OS!`&W@BC+00`8@Q&$RP8B#"DZ0@P8<@8YT0$-"NH"$'(^A%!U0`2RL MD!`:Y"D';-`!*$X1A4NB`BUDX$%JV4$&"*`P/`FA`@'M`P1-_2$$/'#/%� M8@'X81REV(``J!!1$]>,`5%(``=V8(HZ<"$&B9E##*8P+!@@P,U80$#VZ"`% M!#2@%,$H00S"\(<[2$$*BZ!#`3QRAQC$('D/8*LKYA"$$G"Z%'5(PARPL+0_ MV`'/Y3(U#)#$A>298@@YR+IO[W.A.M[K7S>YVN_O=\(ZWO.=-[WK; 9^][XSK>^]\WO?OO[WP`/N,`'3O!8!`(`.S\_ ` end GRAPHIC 55 m62094tom6209401.gif GRAPHIC begin 644 m62094tom6209401.gif M1TE&.#EA5P%$`.8``*:CH;BUM.KIZ!H7%H!]?'AU=*">G>[M[,K(R'5R<6UJ M:=#.S5Y:6F5B87%M;&EE9%E55$5"0DU*2CTZ.LS*R<3"P*BFI>3CXO#O[N/A MX-K9V.CFY>'@WTE&18V*B;RZN=C6U<+`OFUH9CDU--+1T/7T]).0CU524>#> MW=[VM6%>7=73T=_=W%!-3+6RL=S:V??W]MG8 MU[JYN(.`?LO(QM+0SL;%Q9N8E@H(";*PKNOJZ7-P;JNHIR4B(<_,R[Z\NXJ( MB+Z]O$`]/(N(AC`M+"`='/;V]38S,O3T\\/!P6-@7EM85T-`/^SKZK.QL2DE M)7IX=S,P+HZ,BTQ(1U1/3L;#P@\,#20@'SLX-RPH)\'`P/W]_?O[^_CX]_KZ M^?GX^/KY^?'P[^GHY_7U])".CL+"PLG&Q#HX-Q,0$$I'1____R'Y!``````` M+`````!7`40```?_@'^"@X2%AH>(B8J+C(V.CY"1DI.4E9:7F)F:FYR=GI^@ MH:*CI*6FIZBIJJNLK:ZOL+&RGA:SAF*VN;J[O(QR'#J]#AD.O<;'R*TG'"O' M%E`OR=+3U)P+8\D!&-7%3SY](DP6] MU&#-$:,7DTI5VM!3ER8#H$[=>FRII3@F#C#@@F(:-Q3+ M4:*X,XT!G9O]48)B$!P(4580273B":$Y2QCL4&%'$)P=#%RHT+"EL^)HF143 M@?-GCN_+@^+@^`,GP(6L?V8$*"H(2(\$=G!4]@V$$.@`Q/]8IOX'MXLXCP.( M%M3[@IC..@(L_Q-!,5U!202I4+Q#T9P@@J`0@!&$P&%9$8(\D4`)=#VAV$%_ M$.$<$)$EJ)B`Q]'AG7#E!;`#@H)!TD`6-D#GB5\="*$!&!D4,L07@A0!15B" ME)'"'SZL06`.'\SP1QP2,`#$!5G@\<<";"CQQ?\&?_B1QR!FP##`&?8@PL(- M@S"PP0QU4-$'<2Z@X<4<.K2AQ!\'B#`#$"4T%(<;$P`Q01A_O/'`$FT@L007 M70P"A@^".)"%`(+(\<4)?Q0`0@X#.,#%4S[T`000%7A0R`I->"&(&"#,(1X+ M26Q101;H=>''#X1LP,461Y)1&P5<#()$"824P,$@9;2!8"('P)5!E8((((%K M%GC`Q`DK7`&`(!E<4G_(*B6(,)]!`@2`\2"!!-P:1KT@4+'([`AQQ\0#!+% M&@$4V@:=?YC0\0Y:K";(&/XP$,(@-Q*"@Q"%_1&`8U1D@H@N72H<-@L,:1<2Q`:J"G(#% M!SED[L$'-?RQ`D%_;-#!`F7OO$\!T,7!1G]S_G%$?W_@(0$2<,`!H"$PV"O( M'EJ0]\<+<601^B#T_&'&PBT+0H46@O2@LI$,5`EN$`BLT=T?"8Q*8`LCT'$% M_Q*$+/T%`G_T<$@4.JQ1&@-]BI"V(&P09``8?`BRPP1-^#.`"%S[@P`.8*TC M)0<+?CB>`YJPM$-TX0%7H%7M.`"]VAW@"DQ`$PMJ(X@:5%`"Y9!:%`2!!0]0 MX`]%"%T=_D`%'A!GA8;@0QDH\"_'6001`.!!#Z30`2,)8@$[(,,(!.&"!.A` M`EL`P!0$(04M5&T0(=@``V(E""4T@0`Q``.!"K&'-2`@/(7`0PM(4$$*T(P0 MTM,9(4[0A`-@H$6"0``7&D``/P3P#Q\@WR!H`(4X,%`0',`#!2Q5&"_\\5)D MP`(63F@(\K$@=*CJ004SUX01,L``$A#$`0#@!D$T`/]>?Q`#`=JW!36,4!`4 M,`(:G""(!&1!$1UX@AOT(`@"E$!E?X!"`C()!PET;!`8:,,?=-`'<`FP&$8X MPA#8UH`A"B(->T-$!X19B'3)8BP>H-%6A>B`']9G#RKDYT('=0!!`URP M4WNT5'A9,.D$3#J(XSW@!''_"$$/-@#&/CCS$!8`@1D,D1(GQ."L:$VK6M?* MUK:Z]:VD$\115)"%"`AB#:RT0`L"`($F_"N??T``&LKI`0S`80,`_<,(-.J` M`2`*#/3B@UH(<8%GI<@03(!``,HP4#PRJ1`3`($QQZ:^K)SI`EH8K2!RT`83 ME8`)`:@`7VK&RC^,3U,EZ,,A,K`-.M#`'X2`0.?^`+72"`&>M0M!OE;0`SPT MP0E#&$`;ANLDP(&)AX%"0@"B,$D9M(L^]_G#%":@&#)@Z0\M^(,-'D"^#XAM M!TWXZ1\(P(/2L.")2SAE`2L0A@*69PVJ'80%'H"#+,QG$"F)P*06S.`&._C! M$(ZP_X2!$(U!',4`-&H!%TRPA1C0X`]&<.D?]I"V$TA@LFY8AP/6X)C`?G8` M7XB#$:1P+@1L8+0,.&49Q$&(&60P:R@M@12V%X&.K8`-D_U#%$Q@AS7H;`<+ M^$,5T'`(#FQ#$"D@`'&H4*4:T,4`:^C3';3P8S@DP!]96,?PYM>U03Q@K']@ MPADQ(`0C/>!&$FB1#V9[`BT2(@CV```W!2(X3LL"![DPAH7^XP0;:,`42R*!Y86U;&#"0 M!R:XH`M,T,(#"(`%&7QTM1\(80`8&0`2P$@K``#::B#&";`!B<$P0-F(``!.D#5"'VA11;H`!<@$(0O M"``/!`B`YL@Q*@K`AM MP`S#M:$KIL``)A#`"V!,A%\`0WC_3U@3%&'(PP#,\&-%#+[PD,_$X3^AA?X< M`,Z.CUSD-R]Y6:NB!S8P$*89\7C.FQX2D^_$!D"GA?227O.GCSWJ/9\*-AQ$ MV>L4/.QES_M%I'X3-RCF'Y;@L$64OO?(C[4K$+`-.81`"(TX?O*1OQ-^9(``:C@(%S10KKN?OOJK/P0S)&\0;!Z$`[!PGY1IH@%J MMG#ZU9_\H.0!CH2`7*FR!(,0`6GP2IFP`F)#"-+'?[$7%$+P1(,@@*BD1YIT M`,#R!P#`!4#0`&3P88^``I^E?PY8@LIW".`D*V>5!6>5-G+0!Q469S"0!R@U M"`G``0;0_VB.<`$T0H(F6(([`0345`@4V`!#:`1@4`)@$%2"8`%KP%!V,`0) M,(542(7`Y2Y1XX,_R'\[\0#1%("%@`15T0448`(*P`$+V#82$(./X`&PAGY; MZ(`U`0=2`"%A6`BZQ!P3\#4V<#Q_X``1P`!"0`#YUPAR8`8%4`@-&(>%]Q(. M\``@4`;/H@@^\`8#@``L0#`U@`8_4$\/8"DE8`,!I@A0`%@,N'^,N'F_)P@# MP'V>\`('$'APF(K]1WN0$'^2,`!,4`,EP`!04!0[4`&R.(NTV'L10"^6``3# M^`@#D`8"\&%QP`=VQ8:%X`.:4HS(EUBK,&^$@(N&P`!G@HV]9W\WK'`!3?!^ MCM`!N2>.I_<#PH,*9[!HCB`'^\".O$<"R*@*"``"D0`!36>/L<"-I%`$!Q`"/_!5 @B.`$6+",&[EY,]`\NR!1*?F2,!F3,CF3-%F3#A@(`#L_ ` end -----END PRIVACY-ENHANCED MESSAGE-----