0001193125-17-045280.txt : 20170215 0001193125-17-045280.hdr.sgml : 20170215 20170215162552 ACCESSION NUMBER: 0001193125-17-045280 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20170213 0001347185 0001002761 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170215 DATE AS OF CHANGE: 20170215 Auto loans FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmeriCredit Automobile Receivables Trust 2017-1 CENTRAL INDEX KEY: 0001694010 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-206924-05 FILM NUMBER: 17614935 BUSINESS ADDRESS: STREET 1: 2215-B RENAISSANCE DRIVE, SUITE 10 CITY: LAS VEGAS STATE: NV ZIP: 89119 BUSINESS PHONE: 702-932-4914 MAIL ADDRESS: STREET 1: 2215-B RENAISSANCE DRIVE, SUITE 10 CITY: LAS VEGAS STATE: NV ZIP: 89119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AFS SenSub Corp. CENTRAL INDEX KEY: 0001347185 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 880475154 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-140931 FILM NUMBER: 17614936 BUSINESS ADDRESS: STREET 1: 2215-B RENAISSANCE DRIVE, SUITE 10 CITY: LAS VEGAS STATE: NV ZIP: 89119 BUSINESS PHONE: 702-932-4914 MAIL ADDRESS: STREET 1: 2215-B RENAISSANCE DRIVE, SUITE 10 CITY: LAS VEGAS STATE: NV ZIP: 89119 8-K 1 d317641d8k.htm 8-K 8-K

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

February 13, 2017

 

 

AmeriCredit Automobile Receivables Trust 2017-1

(Exact name of registrant as specified in its charter)

AFS SenSub Corp.

(Exact name of depositor as specified in its charter)

AmeriCredit Financial Services, Inc.

(Exact name of sponsor as specified in its charter)

 

 

 

Delaware

(State or Other Jurisdiction

of Incorporation)

 

333-206924-05

(Commission

File Number)

 

88-7022356

(I.R.S. Employer

Identification No.)

c/o AmeriCredit Financial Services, Inc.

  Attention: Frank E. Brown III, Esq.

  801 Cherry Street, Suite 3500

  Fort Worth, Texas

  (Address of Principal Executive Offices)

 

76102

(Zip Code)

Registrant’s telephone number including area code - (817) 302-7000

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01. Entry into a Material Definitive Agreement.

AFS SenSub Corp. (“AFS SenSub”), as depositor, and AmeriCredit Financial Services, Inc. (“AmeriCredit”), as sponsor, will cause a newly formed issuing entity, AmeriCredit Automobile Receivables Trust 2017-1 (the “Issuing Entity”), to issue $182,000,000 Class A-1 0.92000% Asset Backed Notes (the “Class A-1 Notes”), $230,000,000 Class A-2-A 1.51% Asset Backed Notes (the “Class A-2-A Notes”), $75,000,000 Class A-2-B Floating Rate Asset Backed Notes (the “Class A-2-B Notes” and together with the Class A-2-A Notes, the “Class A-2 Notes”), $189,000,000 Class A-3 1.87% Asset Backed Notes (the “Class A-3 Notes”), $73,370,000 Class B 2.30% Asset Backed Notes (the “Class B Notes”), $91,080,000 Class C 2.71% Asset Backed Notes (the “Class C Notes”), $89,550,000 Class D 3.13% Asset Backed Notes (the “Class D Notes” and together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class B Notes and the Class C Notes, the “Publicly Offered Notes”), $23,780,000 Class E 0.00% Asset Backed Notes (the “Class E Notes”), and an Asset Backed Certificate (the “Certificate”), on February 23, 2017 (the “Closing Date”). The Publicly Offered Notes will be registered under the Registration Statement. This Current Report on Form 8-K is being filed to satisfy an undertaking to file copies of certain agreements to be executed in connection with the issuance of the Publicly Offered Notes, the forms of which were filed as Exhibits to the Registration Statement.

The Publicly Offered Notes evidence indebtedness of the Issuing Entity, the assets of which consist primarily of “sub-prime” automobile loan contracts (the “Receivables”) secured by new and used automobiles, light duty trucks and vans. The Publicly Offered Notes will be sold to BNP Paribas Securities Corp. (“BNP Paribas”), Citigroup Global Markets (“Citigroup”), J.P. Morgan Securities LLC (“J.P. Morgan”), Wells Fargo Securities, LLC (“Wells Fargo Securities” and collectively with BNP Paribas, Citigroup and J.P. Morgan, the “Representatives”), Barclays Capital Inc. (“Barclays”), Deutsche Bank Securities Inc. (“Deutsche Bank”), RBC Capital Markets, LLC (“RBC”) and RBS Securities Inc. (“NatWest” and collectively with the Representatives, Barclays, Deutsche Bank and RBC, the “Underwriters”), pursuant to the Underwriting Agreement attached hereto as Exhibit 1.1, dated as of February 13, 2017 (the “Underwriting Agreement”), among AmeriCredit, AFS SenSub and the Representatives.

 

Item 8.01. Other Events.

The Issuing Entity was formed, and the Certificate will be issued, pursuant to the Trust Agreement, attached hereto as Exhibit 4.2, dated as of January 5, 2017, as amended and restated as of January 11, 2017 (the “Trust Agreement”), between AFS SenSub and Wilmington Trust Company (“WTC”), as Owner Trustee. The Notes will be issued pursuant to the Indenture, attached hereto as Exhibit 4.1, dated as of January 11, 2017 (the “Indenture”), between the Issuing Entity and The Bank of New York Mellon (“BNYM”), as Trustee and Trust Collateral Agent.

AFS SenSub will purchase the Receivables from AmeriCredit pursuant to the Purchase Agreement, attached hereto as Exhibit 10.1, dated as of January 11, 2017 (the “Purchase Agreement”), between AmeriCredit and AFS SenSub. The Issuing Entity will purchase the Receivables from AFS SenSub pursuant to the Sale and Servicing Agreement, attached hereto as Exhibit 4.3, dated as of January 11, 2017 (the “Sale and Servicing Agreement”), among the Issuing Entity, AFS SenSub, AmeriCredit and BNYM, as Trust Collateral Agent.

 

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AmeriCredit, as Servicer, will agree to perform servicing duties with regard to the Receivables pursuant to the Sale and Servicing Agreement and will also agree to serve as custodian of the Receivables pursuant to the Sale and Servicing Agreement.

The Issuing Entity will engage Clayton Fixed Income Services LLC (“Clayton”) as Asset Representations Reviewer pursuant to the Asset Representations Review Agreement, attached hereto as Exhibit 10.6, dated as of January 11, 2017 (the “Asset Representations Review Agreement”), among the Issuing Entity, AmeriCredit, as Servicer, and Clayton, as Asset Representations Reviewer. The Asset Representations Reviewer will agree to perform reviews of certain Receivables for compliance with the representations and warranties made by AmeriCredit and AFS SenSub about the Receivables.

 

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.

(a)    Not applicable.

(b)    Not applicable.

(c)    Not applicable.

(d)    Exhibits:

1.1    Underwriting Agreement, dated as of February 13, 2017, among AmeriCredit, as Sponsor, AFS SenSub, as Seller, and the Representatives.

4.1    Indenture, dated as of January 11, 2017, between the Issuing Entity and BNYM, as Trustee and Trust Collateral Agent.

4.2    Amended and Restated Trust Agreement, dated as of January 11, 2017, between AFS SenSub and WTC, as Owner Trustee.

4.3    Sale and Servicing Agreement, dated as of January 11, 2017, among the Issuing Entity, AmeriCredit, as Servicer, AFS SenSub and BNYM, as Trust Collateral Agent.

10.1    Purchase Agreement, dated as of January 11, 2017, between AmeriCredit, as Seller, and AFS SenSub, as Purchaser.

10.6    Asset Representations Review Agreement, dated January 11, 2017, among the Issuing Entity, AmeriCredit, as Servicer, and Clayton, as Asset Representations Reviewer.

10.7    Second Amended and Restated Servicing Agreement, dated as of January 1, 2006, between AmeriCredit and General Motors Financial of Canada, Ltd. (see Exhibit 10.5 to Form SF-3/A filed on December 7, 2015, in connection with Registration Statement No. 333-206924, which is incorporated by reference herein).

36.1    Depositor certification for shelf offerings of asset-backed securities.

 

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SIGNATURES

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

 

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2017-1
By:   AmeriCredit Financial Services, Inc., as Servicer
By:  

/s/ Frank E. Brown III

Name:   Frank E. Brown III
Title:   Senior Vice President, Corporate Counsel and Secretary

Dated: February 15, 2017

 

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EXHIBIT INDEX

 

Exhibit

No.

  

Description

  1.1    Underwriting Agreement, dated as of February 13, 2017, among AmeriCredit Financial Services, Inc., as Sponsor, AFS SenSub Corp., as Seller and BNP Paribas Securities Corp., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as Representatives of the Underwriters.
  4.1    Indenture, dated as of January 11, 2017, between AmeriCredit Automobile Receivables Trust 2017-1, as Issuing Entity, and The Bank of New York Mellon, as Trustee and Trust Collateral Agent.
  4.2    Amended and Restated Trust Agreement, dated as of January 11, 2017, between AFS SenSub Corp., as Seller, and Wilmington Trust Company, as Owner Trustee.
  4.3    Sale and Servicing Agreement, dated as of January 11, 2017, among AmeriCredit Automobile Receivables Trust 2017-1, as Issuing Entity, AmeriCredit Financial Services, Inc., as Servicer, AFS SenSub Corp., as Seller, and The Bank of New York Mellon, as Trust Collateral Agent.
10.1    Purchase Agreement, dated as of January 11, 2017, between AmeriCredit Financial Services, Inc., as Seller, and AFS SenSub Corp., as Purchaser.
10.6    Asset Representations Reviewer Agreement, dated as of January 11, 2017, among AmeriCredit Automobile Receivables Trust 2017-1, as Issuing Entity, AmeriCredit Financial Services, Inc., as Servicer, and Clayton Fixed Income Services LLC, as Asset Representations Reviewer.
10.7    Second Amended and Restated Servicing Agreement, dated as of January 1, 2006 between General Motors Financial of Canada, Ltd. and AmeriCredit Financial Services, Inc. (see Exhibit 4.4 to Form 8-K filed on March 8, 2006, in connection with Registration Statement No. 333-121120-06, which is incorporated by reference herein).
36.1    Depositor certification for shelf offerings of asset-backed securities.

 

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EX-1.1 2 d317641dex11.htm EX-1.1 EX-1.1

Exhibit 1.1

EXECUTION VERSION

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2017-1

Class A-1 0.92000% Asset Backed Notes

Class A-2-A 1.51% Asset Backed Notes

Class A-2-B one-month LIBOR + 0.30% Asset Backed Notes

Class A-3 1.87% Asset Backed Notes

Class B 2.30% Asset Backed Notes

Class C 2.71% Asset Backed Notes

Class D 3.13% Asset Backed Notes

UNDERWRITING AGREEMENT

J.P. Morgan Securities LLC

383 Madison Avenue, 31st Floor

New York, New York 10179

BNP Paribas Securities Corp.

787 7th Avenue

New York, New York 10019

Citigroup Global Markets Inc.

390 Greenwich Street, 1st Floor

New York, New York 10013

Wells Fargo Securities, LLC

550 S. Tryon Street, 5th Floor

Charlotte, North Carolina 28202

February 13, 2017

Ladies and Gentlemen:

AmeriCredit Financial Services, Inc., a corporation organized and existing under the laws of Delaware (the “Sponsor”), and AFS SenSub Corp., a Nevada corporation (the “Seller”) (the Sponsor and the Seller, collectively, the “Companies”), agree with you as follows:

Section 1.    Issuance and Sale of Notes. The Seller has authorized the issuance and sale of $182,000,000 Class A-1 0.92000% Asset Backed Notes (the “Class A-1 Notes”), $230,000,000 Class A-2-A 1.51% Asset Backed Notes (the “Class A-2-A Notes”), $75,000,000 Class A-2-B one-month LIBOR + 0.30% Asset Backed Notes (the “Class A-2-B Notes”), $189,000,000 Class A-3 1.87% Asset Backed Notes (the “Class A-3 Notes” and, together with the Class A-1 Notes, the Class A-2-A Notes and the Class A-2-B Notes, the “Class A Notes”), $73,370,000 Class B 2.30% Asset Backed Notes (the “Class B Notes”), $91,080,000 Class C 2.71% Asset Backed Notes (the “Class C Notes”), $89,550,000 Class D 3.13% Asset Backed Notes (the “Class D Notes” and, together with the Class A Notes, the Class B Notes and the Class C Notes, the “Publicly Offered Notes”) and $23,780,000 Class E 0.00% Asset Backed Notes (the “Class E Notes” and, together with the Publicly Offered Notes, the “Notes”). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 2017-1 (the “Trust”) pursuant to an Indenture, to be dated as of January 11, 2017 (the “Indenture”), between the Trust and The Bank of New York Mellon (“BONY”), a national banking association, as trustee (the “Trustee”) and as trust collateral agent (the “Trust Collateral Agent”). In addition to the Notes, the Trust will also issue an Asset Backed


Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes and the Certificate, together, the “Securities”) pursuant to a trust agreement, dated as of January 5, 2017, as amended and restated as of January 11, 2017, (the “Trust Agreement”), between the Seller and Wilmington Trust Company, as owner trustee (the “Owner Trustee”). The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “Receivables”) and certain monies due thereunder after January 11, 2017 (the “Cutoff Date”). The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, AmeriCredit Financial Services, Inc., as servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”).

As used herein, the term “Sponsor Agreements” means the Sale and Servicing Agreement, dated as of January 11, 2017 (the “Sale and Servicing Agreement”), among the Trust, the Sponsor, as servicer, the Seller and BONY, as Trust Collateral Agent, the Purchase Agreement, dated as of January 11, 2017 (the “Purchase Agreement”), between the Sponsor and the Seller, the Asset Representations Review Agreement, and this Underwriting Agreement, dated as of February 13, 2017 (this “Agreement”), among the Underwriters (as defined below), the Sponsor and the Seller; the term “Seller Agreements” means the Sale and Servicing Agreement, the Purchase Agreement, the Trust Agreement and this Agreement.

The Publicly Offered Notes are being purchased by the Underwriters named in Schedule I hereto (the “Underwriters”), and the Underwriters are purchasing severally, and not jointly, only the Publicly Offered Notes set forth opposite their names in Schedule I, except that the amounts purchased by the Underwriters may change in accordance with Section 10 of this Agreement. J.P. Morgan Securities LLC, BNP Paribas Securities Corp., Citigroup Global Markets Inc. and Wells Fargo Securities, LLC are acting as representatives of the Underwriters and, in such capacity, are hereinafter referred to as the “Representatives”.

It is anticipated that the Class E Notes and the Certificate will initially be retained by the Seller or an affiliate of the Seller.

Defined terms used herein, but not otherwise defined, shall have their respective meanings as set forth in the Sale and Servicing Agreement.

Section 2.    Representations and Warranties.

A.    The Sponsor represents, warrants and agrees with the Underwriters, that as of the Execution Time (as defined below), as of the Applicable Time (as defined below) and as of February 23, 2017 (the “Closing Date”):

(i)    The Seller (the “Registrant”) has filed with the Securities and Exchange Commission (the “Commission”) a registration statement (Registration No. 333-206924) on Form SF-3, including a form of prospectus, for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offering and sale of the Publicly Offered Notes. The Registrant may have filed one or more amendments thereto, each of which amendments has previously been furnished to you. The Registrant has filed the Time of Sale Information (as hereinafter defined) with the Commission. Promptly after execution and delivery of this Agreement, the Registrant will prepare and file with the Commission a final prospectus relating to the Publicly Offered Notes in accordance with the provisions of Rule 430D and Rule 424(b). Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430D is referred to as “Rule 430D Information”. Such registration statement,

 

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at any given time, including the amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated therein by reference pursuant to the Securities Act at such time and documents otherwise deemed to be a part thereof or included therein by the rules and regulations (the “Rules and Regulations”) of the Commission under the Act, is herein called the “Registration Statement”; provided that references to the Effective Date (as hereinafter defined) or other matters relating to the Registration Statement shall be deemed to be references to the Effective Date or such other matters relating to the registration statement included in the Registration Statement. The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement”.

Free Writing Prospectus” means, collectively, the free writing prospectus, filed by the Seller with the Commission on February 8, 2017, relating to the ratings on the Notes (the “Ratings FWP”), and each other free writing prospectus used in connection with the offering of the Publicly Offered Notes. “Preliminary Prospectus” means the preliminary prospectus used in connection with the offering of the Publicly Offered Notes, dated as of February 8, 2017, and filed with the Commission on February 8, 2017, that omitted certain Rule 430D Information. “Time of Sale Information” means collectively, the Preliminary Prospectus and the Ratings FWP, taken as a whole. “Prospectus” means the prospectus that is first filed after the Execution Time pursuant to Rule 424(b) including the documents incorporated by reference therein pursuant to the Securities Act at the time of execution of this Agreement. “Road Show Information” means, a “road show for an offering that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission.

(ii)    The Registrant has included in the Registration Statement, as amended at the Effective Date, all information required by the Securities Act and the Rules and Regulations to be included in the Prospectus with respect to the Publicly Offered Notes and the offering thereof and as of the Effective Date the Registration Statement complied in all material respects with the Rules and Regulations. As filed, the Time of Sale Information includes all information with respect to the Publicly Offered Notes and the offering thereof required by the Securities Act and the Rules and Regulations with respect to a free writing prospectus and a preliminary prospectus and complies in all material respects with the Rules and Regulations. As filed, the Prospectus shall include all information with respect to the Publicly Offered Notes and the offering thereof required by the Securities Act and the Rules and Regulations, shall comply in all material respects with the Rules and Regulations and, except to the extent that the Underwriters shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Underwriters prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Time of Sale Information) as the Registrant has advised the Underwriters, prior to the Execution Time, will be included or made therein.

For purposes of this Agreement, “Applicable Time” shall have the meaning referred to in Section 2.A(vi) hereof. “Effective Time” means, with respect to the Registration Statement, the date and time as of which the Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission, or, if later, the earlier of the date of filing of a prospectus required under Rule 424 deemed to be part of the Registration Statement or the date and time of the first sale of the Publicly Offered Notes and “Effective Date” means the date of the Effective Time. “Execution Time” shall mean the date and time that this Agreement is executed and delivered by the parties hereto. “Rule 405,” “Rule 415,” “Rule 424,” “Rule 430D,” “Rule 433” and “Regulation S-K” refer to such rules or regulations under the Securities Act. Any reference herein to the Registration Statement, the Time of Sale Information or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 10 of Form SF-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date of the Registration Statement or the date of first use of a Free Writing Prospectus, the Preliminary Prospectus or the Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect

 

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to the Registration Statement, a Free Writing Prospectus, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement, or the issue date of such Free Writing Prospectus, the Preliminary Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations to be a part thereof or included therein. For purposes of this Agreement, all references to the Registration Statement, a Free Writing Prospectus, the Preliminary Prospectus, the Prospectus, or any amendment or supplement to any of the foregoing shall be deemed to refer to the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”).

(iii)    The Registrant meets the requirements for use of Form SF-3 under the Securities Act. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). At the time of filing the Original Registration Statement, at the earliest time thereafter that the Registrant or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Publicly Offered Notes and at the date hereof, the Registrant was not and is not an “ineligible issuer”, as defined in Rule 405 of the Rules and Regulations.

(iv)    The Original Registration Statement became effective on December 18, 2015, and any post-effective amendment thereto also has become effective and is effective as of the date hereof. No stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Sponsor, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Prior to the issuance of the Notes, the Indenture will have been duly qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

(v)    Except as otherwise permitted herein, neither the Sponsor nor any of its affiliates has distributed or otherwise used or will distribute or otherwise use any free writing prospectus (as defined in Rule 405) relating to the Publicly Offered Notes; provided that the Sponsor and its affiliates shall be permitted to issue press releases regarding the Publicly Offered Notes after the Applicable Time.

(vi)    At the respective times the Original Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430D(f)(2) and at the Closing Time (as defined below), the Registration Statement complied and will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Trust Indenture Act and the respective rules and regulations of the Commission thereunder and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; the Time of Sale Information, as of the respective dates of the components thereof and the Applicable Time, did not, and at the Closing Time, will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and none of the Prospectus or any amendment or supplement thereto, at the respective times that the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor makes no representations or warranties as to the information contained in or omitted from the Registration Statement, the Time of Sale Information or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished in writing to the Sponsor by the Underwriters as Underwriter Information specifically for use therein.

 

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The term “Underwriter Information” means (a) with respect to the Prospectus (i) on the cover page of the Prospectus, the information in the table under the headings entitled “Price to Public”, “Underwriting Discounts” and “Proceeds to Seller” and (ii) in the body of the Prospectus and within the section entitled “Underwriting”, (A) the paragraph under the heading “United Kingdom”, and (B) except for statements therein relating to the issuing entity, in the subsection entitled “European Economic Area”, the third paragraph following the paragraph containing three bulleted sub-paragraphs, and (b) with respect to the Preliminary Prospectus, in the body of the related Preliminary Prospectus and within the section entitled “Underwriting”, (i) the paragraph under the heading “United Kingdom”, and (ii) except for statements therein relating to the issuing entity, in the subsection entitled “European Economic Area”, the third paragraph following the paragraph containing the three bulleted sub-paragraphs.

To the extent that the Underwriters have provided to the Seller any Other Offering Document (as defined below), the Seller has filed such Other Offering Document as required by, and within the time frames prescribed by, the Rules and Regulations; provided, that the Seller shall not be required to have filed any Other Offering Document that consists solely of information (a) contemplated by Rule 134 of the Rules and Regulations and included or to be included in the Preliminary Prospectus or the Prospectus, (b) contemplated by Rule 172(a) of the Rules and Regulations or (c) that is not otherwise required to be filed pursuant to the Rules and Regulations.

The Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Publicly Offered Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

As used in this subsection and elsewhere in this Agreement, “Applicable Time” means 4:19 p.m., New York City time, on February 13, 2017 or such other time as agreed by the Sponsor.

(vii)    The documents incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus, when they were filed with the Commission, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the Rules and Regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; any further documents so filed and incorporated by reference in the Registration Statement, the Time of Sale Information or the Prospectus, when such documents are filed with the Commission will conform in all material respects to the requirements of the Exchange Act and the Rules and Regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

(viii)    Since the respective dates as of which information is given in the Registration Statement, the Preliminary Prospectus, each Free Writing Prospectus and the Prospectus, or the Registration Statement, the Preliminary Prospectus, each Free Writing Prospectus or the Prospectus as amended or supplemented, (x) there has not been any material adverse change, or any developments involving a prospective material adverse change, in or affecting the general affairs, business, management, financial condition, stockholders’ equity, results of operations, regulatory situation or business prospects of the Sponsor and (y) the Sponsor has not entered into any transaction or agreement (whether or not in the ordinary course of business) material to the Sponsor that, in either case, would reasonably be expected to materially adversely affect the interests of the holders of the Publicly Offered Notes, otherwise than as set forth or contemplated in the Registration Statement, the Preliminary Prospectus, each Free Writing Prospectus or the Prospectus, as so amended or supplemented.

 

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(ix)    The Sponsor is not aware of (x) any request by the Commission for any further amendment of the Registration Statement, the Preliminary Prospectus, any Free Writing Prospectus or the Prospectus or for any additional information, (y) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose or (z) any notification with respect to the suspension of the qualification of the Notes for the sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.

(x)    As of its date and at the Applicable Time, the Road Show Information did not, and at the Closing Date will not, contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(xi)    The Sponsor has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the general affairs, business, management, financial condition, stockholders’ equity, results of operations, regulatory situation or business prospects of the Sponsor and has all power and authority necessary to own or hold its properties, to conduct the business in which it is engaged and to enter into and perform its obligations under each Sponsor Agreement and to cause the Securities to be issued.

(xii)    There are no actions, proceedings or investigations pending before or threatened by any court, administrative agency or other tribunal to which the Sponsor is a party or of which any of its properties is the subject (a) which if determined adversely to it is likely to have a material adverse effect individually, or in the aggregate, on the general affairs, business, management, financial condition, stockholders’ equity, results of operations, regulatory situation or business prospects of the Sponsor, (b) asserting the invalidity of any Sponsor Agreement, in whole or in part, or the Securities, (c) seeking to prevent the issuance of the Securities or the consummation by the Companies of any of the transactions contemplated by any Sponsor Agreement, in whole or in part, or (d) which if determined adversely is likely to materially and adversely affect the performance by the Sponsor of its obligations under, or the validity or enforceability of, any Sponsor Agreement, in whole or in part, or the Securities.

(xiii)    Each Sponsor Agreement has been, or, when executed and delivered will have been, duly authorized, validly executed and delivered by the Sponsor and each Sponsor Agreement constitutes, a valid and binding agreement of the Sponsor, enforceable against the Sponsor in accordance with its respective terms, except to the extent that the enforceability hereof may be subject (x) to insolvency, reorganization, moratorium, receivership, conservatorship, or other similar laws, regulations or procedures of general applicability now or hereafter in effect relating to or affecting creditors’ rights generally, (y) to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and (z) with respect to rights of indemnity under this Agreement, to limitations of public policy under applicable securities laws.

(xiv)    The issuance and delivery of the Securities, and the execution, delivery and performance of each Sponsor Agreement and the consummation of the transactions contemplated hereby and thereby, do not and will not conflict with or result in a breach of or violate any term or provision of or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, or other agreement or instrument to which the Sponsor is a party, by which the Sponsor may be bound or to which any of the property or assets of the Sponsor or any of its subsidiaries may be subject, nor will such actions result in any violation of the provisions of the articles of incorporation or by-laws of the Sponsor or any law, statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Sponsor or any of its respective properties or assets.

 

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(xv)    The third party referenced in Section 7(T) of this Agreement is independent from the Sponsor.

(xvi)    No consent, approval, authorization, order, registration or qualification of or with any federal or state court or governmental agency or body of the United States is required for the issuance and sale of the Publicly Offered Notes, or the consummation by the Sponsor of the other transactions contemplated by this Agreement, except the registration under the Securities Act of the Publicly Offered Notes and such consents, approvals, authorizations, registrations or qualifications as may have been obtained or effected or as may be required under securities or Blue Sky laws in connection with the purchase and distribution of the Publicly Offered Notes by the Underwriters.

(xvii)    The Sponsor possesses all material licenses, certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now conducted by it and as described in the Registration Statement, the Preliminary Prospectus, each Free Writing Prospectus and the Prospectus (or is exempt therefrom) and the Sponsor has not received notice of any proceedings relating to the revocation or modification of such license, certificate, authority or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, is likely to materially and adversely affect the conduct of its business, operations, financial condition or income.

(xviii)    The Sponsor will not conduct its operations while any of the Securities are outstanding in a manner that would require the Sponsor or the Trust to be registered as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”), as in effect on the date hereof.

(xix)    The Trust will rely on an exclusion or exemption from the definition of “investment company” under the 1940 Act contained in Section 3(c)(5) of the 1940 Act, although there may be additional exclusions or exemptions available to the Trust. The Trust is not a “covered fund” for purposes of the regulations adopted to implement Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (such statutory provision together with such implementing regulations, the “Volcker Rule”).

(xx)    Any taxes, fees and other governmental charges in connection with the execution, delivery and issuance of any Sponsor Agreement, and the Securities that are required to be paid by the Sponsor at or prior to the Closing Date have been paid or will be paid at or prior to the Closing Date.

(xxi)    At the Closing Date, each of the representations and warranties of the Sponsor set forth in any Sponsor Agreement will be true and correct in all material respects.

(xxii)    The Sponsor has executed and delivered a written representation (the “17g-5 Representation”) to each of the nationally recognized statistical rating organizations hired by the Sponsor (the “Engaged NRSROs”), which satisfies the requirements of paragraph (a)(3)(iii) of Rule 17g-5 of the Exchange Act (“Rule 17g-5”) and a copy of which has been delivered to the Representatives. The Sponsor has complied, and has caused the Seller to comply, with the 17g-5 Representations.

(xxiii)    At the Closing Time, no Event of Default or Servicer Termination Event has occurred and is continuing.

 

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(xxiv)    Any certificate signed by an officer of the Sponsor and delivered to the Representatives or the Representatives’ counsel in connection with an offering of the Publicly Offered Notes shall be deemed, and shall state that it is, a representation and warranty as to the matters covered thereby to each person to whom the representations and warranties in this Section 2.A are made.

(xxv)    The Sponsor has not engaged any person to provide third-party “due diligence services” (as defined in Rule 17g-10 of the Exchange Act) relating to the Publicly Offered Notes, other than Deloitte & Touche LLP, who performed certain agreed upon procedures in respect of the Receivables, and delivered to the Sponsor and the Underwriters a signed report entitled “Independent Accountants’ Report on Applying Agreed-Upon Procedures”, dated February 1, 2017 (the “Third-Party Diligence Report”). The Sponsor or the Seller has complied with Rule 15Ga-2 of the Exchange Act with respect to the Third-Party Diligence Report, other than any breach arising from a breach by any Underwriter of the representation set forth in Section 20(c) of this Agreement, and the Sponsor or the Seller has furnished to the Commission pursuant to EDGAR the Form ABS-15G (together with any revision or amendment thereof or any supplement thereto, the “Form ABS-15G”).

(xxvi)    To the best of the Sponsor’s knowledge, the Asset Representations Reviewer satisfies the requirements in the definition of “asset representations reviewer” set forth in Item 1101(m) of Regulation AB under the Securities Act.

(xxvii)    The Sponsor has complied, and is the appropriate entity to comply, with all requirements imposed on the “sponsor of a securitization transaction” in accordance with the final rules contained in Regulation RR, 17 C.F.R. §246.1, et seq. (the “Credit Risk Retention Rules”) in the manner described in the Preliminary Prospectus under the heading “Credit Risk Retention,” and will determine the fair value of the “eligible horizontal residual interest” (the “Retained Interest”) (as defined in the Credit Risk Retention Rules) on the Closing Date as required by Rule 4(c)(1)(ii) of the Credit Risk Retention Rules, based on its own valuation methodology, inputs and assumptions and is solely responsible therefor.

B.    The Seller represents, warrants and agrees with the Underwriters, that as of the Execution Time, as of the Applicable Time and as of the Closing Date:

(i)    None of (a) the Registration Statement, at the time the Original Registration Statement became effective, at the respective times that each amendment thereto became effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430D(f)(2) and at the Closing Time, and (b) the Time of Sale Information, as of their respective dates and the Time of Sale Information, at the Applicable Time, and (c) the Prospectus or any amendment or supplement thereto, at the respective times the Prospectus or any such amendment or supplement was issued and at the Closing Time, and (d) the Ratings FWP, at the Closing Time, contains or will contain, as applicable, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading.

(ii)    The documents incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus, when they were filed with the Commission conformed in all material respects to the requirements of the Securities Act or the Exchange Act and the Rules and Regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; any further documents so filed and incorporated by reference in the Registration Statement, the Time of Sale Information or the Prospectus, when such documents are filed with the Commission will conform in all material respects to the requirements of the Exchange Act and the Rules and Regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

 

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(iii)    Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and the Prospectus, (x) there has not been any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, business, management, financial condition, stockholders’ equity, results of operations, regulatory situation or business prospects of the Seller and (y) the Seller has not entered into any transaction or agreement (whether or not in the ordinary course of business) material to the Seller that, in either case, would reasonably be expected to materially adversely affect the interests of the holders of the Securities, otherwise than as set forth or contemplated in the Registration Statement, the Preliminary Prospectus or the Prospectus, as so amended or supplemented.

(iv)    The Seller is not aware of (x) any request by the Commission for any further amendment of the Registration Statement, the Time of Sale Information or the Prospectus or for any additional information, (y) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose or (z) any notification with respect to the suspension of the qualification of the Notes for the sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.

(v)    The Seller has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the general affairs, business, management, financial condition, stockholders’ equity, results of operations, regulatory situation or business prospects of the Seller and has all power and authority necessary to own or hold its properties, to conduct the business in which it is engaged and to enter into and perform its obligations under each Seller Agreement.

(vi)    There are no actions, proceedings or investigations pending before or threatened by any court, administrative agency or other tribunal to which the Seller is a party or of which any of its properties is the subject (a) which if determined adversely to it are likely to have a material adverse effect individually, or in the aggregate, on the general affairs, business, management, financial condition, stockholders’ equity, results of operations, regulatory situation or business prospects of the Seller, (b) asserting the invalidity of any Seller Agreement in whole or in part, (c) seeking to prevent the issuance of the Securities or the consummation by the Seller of any of the transactions contemplated by any Seller Agreement in whole or in part, or (d) which if determined adversely is likely to materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, any Seller Agreement in whole or in part, or the Securities.

(vii)    Each Seller Agreement has been, or, when executed and delivered will have been, duly authorized, validly executed and delivered by the Seller and each Seller Agreement constitutes, a valid and binding agreement of the Seller, enforceable against the Seller in accordance with their respective terms, except to the extent that the enforceability thereof may be subject (x) to insolvency, reorganization, moratorium, receivership, conservatorship, or other similar laws, regulations or procedures of general applicability now or hereafter in effect relating to or affecting creditors’ rights generally, (y) to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and (z) with respect to rights of indemnity under this Agreement, to limitations of public policy under applicable securities laws.

(viii)    The execution, delivery and performance of each Seller Agreement by the Seller and the consummation of the transactions contemplated hereby and thereby, do not and will not conflict

 

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with or result in a breach of or violate any term or provision of or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, or other agreement or instrument to which the Seller is a party, by which the Seller may be bound or to which any of the property or assets of the Seller or any of its subsidiaries may be subject, nor will such actions result in any violation of the provisions of the articles of incorporation or by-laws of the Seller (or any amendments thereto) or any law, statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Seller or any of its respective properties or assets.

(ix)    The third party referenced in Section 7(T) of this Agreement is independent from the Seller.

(x)    No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body of the United States is required for the issuance and sale of the Publicly Offered Notes, or the consummation by the Seller of the transactions contemplated by each Seller Agreement except the registration under the Securities Act of the Securities and such consents, approvals, authorizations, registrations or qualifications as may have been obtained or effected or as may be required under securities or Blue Sky laws in connection with the purchase and distribution of the Publicly Offered Notes by the Underwriters.

(xi)    The Seller possesses (and has caused the Trust to possess) all material licenses, certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now conducted by it and as described in the Preliminary Prospectus, each Free Writing Prospectus and the Prospectus (or each is exempt therefrom) and the Seller has not received notice of any proceedings relating to the revocation or modification of such license, certificate, authority or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, is likely to materially and adversely affect the conduct of its business, operations, financial condition or income.

(xii)    The Seller will have the power and authority to sell the Receivables to the Trust. Following the conveyance of the Receivables to the Trust pursuant to the Sale and Servicing Agreement, the Trust will own the Receivables free and clear of any lien, mortgage, pledge, charge, encumbrance, adverse claim or other security interest (collectively, “Liens”) other than Liens created by the Sale and Servicing Agreement.

(xiii)    As of the Cutoff Date each of the Receivables met the eligibility criteria described in the Preliminary Prospectus and the Prospectus.

(xiv)    Neither the Seller nor the Trust created by the Trust Agreement will conduct their operations while any of the Securities are outstanding in a manner that would require the Seller or the Trust to be registered as an “investment company” under the 1940 Act, as in effect on the date hereof.

(xv)    The Trust will rely on an exclusion or exemption from the definition of “investment company” under the 1940 Act contained in Section 3(c)(5) of the 1940 Act, although there may be additional exclusions or exemptions available to the Trust. The Trust is not a “covered fund” for purposes of the Volcker Rule.

(xvi)    Each of the Securities, the Indenture, the Sale and Servicing Agreement, the Purchase Agreement and the Trust Agreement conforms in all material respects to the descriptions thereof contained in the Preliminary Prospectus and in the Prospectus.

 

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(xvii)    Any taxes, fees and other governmental charges in connection with the execution, delivery and issuance of any Seller Agreement, and the Securities that are required to be paid by the Seller at or prior to the Closing Date have been paid or will be paid at or prior to the Closing Date.

(xviii)    At the Closing Date, each of the representations and warranties of the Seller set forth in any Seller Agreement will be true and correct in all material respects.

(xix)    As of its date and at the Applicable Time, the Road Show Information did not, and at the Closing Date will not, contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(xx)    The direction by the Seller to the Owner Trustee to execute, authenticate, issue and deliver the Certificate will be duly authorized by the Seller and, assuming the Owner Trustee has been duly authorized to do so, when executed, authenticated, issued and delivered by the Owner Trustee in accordance with the Trust Agreement, the Certificate will be validly issued and outstanding and will be entitled to the benefits of the Trust Agreement.

(xxi)    Any certificate signed by an officer of the Seller and delivered to the Representatives or the Representatives’ counsel in connection with an offering of the Publicly Offered Notes shall be deemed, and shall state that it is, a representation and warranty as to the matters covered thereby to each person to whom the representations and warranties in this Section 2.B are made.

(xxii)    A certification executed by the chief executive officer of the Seller, as depositor (the “CEO Certification”), shall have been filed with the Commission in accordance with Item 601(b)(36) of Regulation S-K.

(xxiii)    The Seller has not engaged any person to provide third-party “due diligence services” (as defined in Rule 17g-10 of the Exchange Act) relating to the Publicly Offered Notes, other than Deloitte & Touche LLP, who performed certain agreed upon procedures in respect of the Receivables, and delivered to the Sponsor and the Underwriters the Third-Party Diligence Report. The Sponsor or the Seller has complied with Rule 15Ga-2 of the Exchange Act with respect to the Third-Party Diligence Report, other than any breach arising from a breach by any Underwriter of the representation set forth in Section 20(c) of this Agreement, and the Sponsor or the Seller has furnished to the Commission pursuant to EDGAR the Form ABS-15G

(xxiv)    The Sponsor has complied, and is the appropriate entity to comply, with all requirements imposed on the “sponsor of a securitization transaction” in accordance with the Credit Risk Retention Rules in the manner described in the Preliminary Prospectus under the heading “Credit Risk Retention,” and will determine the fair value of the Retained Interest on the Closing Date as required by Rule 4(c)(1)(ii) of the Credit Risk Retention Rules, based on its own valuation methodology, inputs and assumptions and is solely responsible therefor.

Section 3.    Purchase and Sale. The Underwriters’ commitment to purchase the Publicly Offered Notes pursuant to this Agreement shall be deemed to have been made on the basis of the representations and warranties of the Companies herein contained and shall be subject to the terms and conditions herein set forth. The Sponsor agrees to instruct the Trust to issue the Publicly Offered Notes to the Underwriters, and the Underwriters agree to purchase, severally and not jointly, the Publicly Offered Notes in the respective amounts set forth in Schedule I hereto on the date of issuance thereof. The purchase prices for the Publicly Offered Notes shall be as set forth on Schedule I hereto.

 

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Section 4.    Delivery and Payment. Payment of the purchase price for, and delivery of, any Publicly Offered Notes to be purchased by the Underwriters shall be made at the office of Katten Muchin Rosenman LLP, 575 Madison Avenue, New York, New York, or at such other place as shall be agreed upon by the Representatives and the Companies, at 10:00 a.m. New York City time on February 23, 2017 (the “Closing Time”), or at such other time or date as shall be agreed upon in writing by the Representatives and the Companies. Payment shall be made by wire transfer of same day funds payable to the account designated by the Sponsor. Each of the Publicly Offered Notes so to be delivered shall be represented by one or more global certificates registered in the name of Cede & Co., as nominee for The Depository Trust Company.

The Companies agree to have authentic copies of the Publicly Offered Notes available for inspection and checking by the Representatives in New York, New York, not later than 12:00 p.m. New York City time on the Business Day prior to the Closing Date. The original global certificated Publicly Offered Notes will be held by BONY, as trustee, in New York, New York.

Section 5.    Offering by Underwriters. It is understood that the Underwriters propose to offer the Publicly Offered Notes for sale to the public as set forth in the Prospectus.

Section 6.    Covenants of the Companies. Each of the Companies covenants with the Underwriters as follows:

A.    Subject to Section 6.B, it will comply with the requirements of Rules 424(b) and 430B and will notify the Representatives immediately, and confirm the notice in writing, of (i) the effectiveness of any post-effective amendment to the Registration Statement or the filing of any supplement or amendment to the Prospectus, (ii) the receipt of any comments from the Commission relating to the Registration Statement, any Free Writing Prospectus, the Preliminary Prospectus, or the Prospectus, (iii) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or any document incorporated by reference therein or otherwise deemed to be a part thereof or for additional information, (iv) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Free Writing Prospectus or the Preliminary Prospectus, or of the suspension of the qualification of the Notes for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, and (v) the happening of any event during the period referred to in Section 6.D which, in the judgment of the Sponsor, makes the Registration Statement or the Prospectus contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Companies will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain as soon as possible the lifting thereof.

B.    Prior to the termination of the offering of the Publicly Offered Notes, the Sponsor will not file any amendment to the Registration Statement or any amendment, supplement or revision to either the Preliminary Prospectus, any Free Writing Prospectus or to the Prospectus, unless the Sponsor has furnished the Underwriters with a copy for their review prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Underwriters shall reasonably object.

C.    It has furnished or will deliver to the Underwriters and counsel for the Underwriters, without charge, a signed copy of the Original Registration Statement and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein or otherwise deemed to be a part thereof) and a signed copy of all consents and certificates of experts, and will also deliver to the Underwriters, without charge, a conformed copy of the Original Registration Statement and of each amendment thereto

 

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(without exhibits) for the Underwriters. The copies of the Original Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

D.    The Sponsor will deliver to the Underwriters, without charge, electronic copies of the Preliminary Prospectus, each Free Writing Prospectus and the Prospectus, and hereby consents to the use of such electronic copies for purposes permitted by the Securities Act. The Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

E.    It will comply with the Securities Act and the Rules and Regulations, the Exchange Act and the rules and regulations thereunder and the Trust Indenture Act and the rules and regulations thereunder so as to permit the completion of the distribution of the Publicly Offered Notes as contemplated in this Agreement, the Sale and Servicing Agreement, the Purchase Agreement, the Indenture, the Trust Agreement, the Registration Statement, any Free Writing Prospectus and the Prospectus. If at any time when a prospectus is required by the Securities Act to be delivered in connection with sales of the Publicly Offered Notes, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel to the Companies, to amend the Registration Statement or amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the Securities Act or the Rules and Regulations, the Sponsor will promptly prepare and file with the Commission, subject to the review and approval provisions afforded to the Underwriters described in Section 6.B, such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, the Preliminary Prospectus or the Prospectus comply with such requirements, the Sponsor will use its best efforts to have such amendment or new registration statement declared effective as soon as practicable and the Seller will furnish to the Underwriters, without charge, such number of copies of such amendment or supplement as the Underwriters may reasonably request. Any such filing shall not operate as a waiver or limitation of any right of the Underwriters hereunder.

F.    The Seller will use its best efforts, in cooperating with the Sponsor and the Underwriters, to qualify the Publicly Offered Notes for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Underwriters may designate, and maintain or cause to be maintained such qualifications in effect for as long as may be required for the distribution of the Publicly Offered Notes. The Seller will cause the filing of such statements and reports as may be required by the laws of each jurisdiction in which the Publicly Offered Notes have been so qualified.

G.    The Seller will not, without the prior written consent of the Representatives, contract to sell any automobile receivables-backed certificates, automobile receivables-backed notes or other similar securities either directly or indirectly (as through the Sponsor) for a period of five (5) business days after the later of the termination of the syndicate or the Closing Date.

H.    So long as the Publicly Offered Notes shall be outstanding, the Seller shall, upon the request of any Underwriter, deliver to such Underwriter as soon as such statements are furnished to the Trustee: (i) the annual statement as to compliance of the Servicer delivered to the Trustee pursuant to Section 4.10(a) of the Sale and Servicing Agreement and the annual assessments of compliance with servicing criteria; (ii) the annual accountants attestations in respect of the annual assessments of compliance and any other statement of a firm of independent public accountants furnished to the Trustee

 

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pursuant to Section 4.11 of the Sale and Servicing Agreement with respect to the Servicer; and (iii) the monthly reports furnished to the Noteholders pursuant to Section 5.9 of the Sale and Servicing Agreement.

I.    So long as any of the Publicly Offered Notes are outstanding, the Seller will furnish to the Underwriters (i) as soon as practicable after the end of the fiscal year of the Trust, all documents required to be distributed to Noteholders and other filings with the Commission pursuant to the Exchange Act, or any order of the Commission thereunder with respect to any securities issued by the Sponsor or the Seller that are (A) non-structured equity or debt offering of the Sponsor or the Seller or (B) the Notes and (ii) from time to time, any other information concerning the Sponsor or the Seller filed with any government or regulatory authority which is otherwise publicly available, as the Underwriters shall reasonably request in writing.

J.    It will apply the net proceeds from the sale of the Notes in the manner set forth in the Prospectus.

K.    If, between the date hereof or, if earlier, the dates as of which information is given in the Prospectus and the Closing Date, to the knowledge of the Seller, there shall have been any material change, or any development involving a prospective material change in or affecting the general affairs, management, financial position, shareholders’ equity or results of operations of the Sponsor or the Seller, the Seller will give prompt written notice thereof to the Underwriters.

L.    To the extent, if any, that the ratings provided with respect to the Notes by the rating agency or agencies that initially rate the Notes are conditional upon the furnishing of documents or the taking of any other actions by the Sponsor or the Seller, the Seller shall use its best efforts to furnish or cause to be furnished such documents and take any such other actions.

M.    It will comply with the 17g-5 Representations made by it to each of the Engaged NRSROs. The Companies and the Trust will timely comply with all requirements of Rules 15Ga-2 and 17g-10 under the Exchange Act to the satisfaction of the Representatives.

N.    The Seller, as registrant, shall file the CEO Certification with the Commission in accordance with Item 601(b)(36) of Regulation S-K.

O.    The Sponsor or (to the extent permitted by the Credit Risk Retention Rules) one or more of its “majority-owned affiliates” (as defined in the Credit Risk Retention Rules) will retain the Retained Interest in accordance with the Credit Risk Retention Rules, without any impermissible hedging, transfer or financing of the Retained Interest.

Section 7.    Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Publicly Offered Notes pursuant to this Agreement are subject to (i) the accuracy on and as of the Closing Date of the representations and warranties on the part of the Companies herein contained, (ii) the accuracy of the statements of officers of the Companies made pursuant hereto, (iii) the performance by the Companies of all of their respective obligations hereunder, and the performance by the Companies of all of their respective obligations under the Sponsor Agreements and the Seller Agreements and (iv) the following conditions as of the Closing Date:

A.    No stop order suspending the effectiveness of the Registration Statement shall have been issued, and no proceeding for that purpose shall have been initiated or threatened by the Commission. Any request of the Commission for inclusion of additional information in the Registration Statement, the Preliminary Prospectus, any Free Writing Prospectus or the Prospectus shall have been complied with.

 

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B.    The Underwriters shall have received the Sale and Servicing Agreement, the Purchase Agreement, the Indenture, the Trust Agreement and the Publicly Offered Notes in form and substance satisfactory to the Underwriters and duly executed by the signatories required pursuant to the respective terms thereof.

C.    The Underwriters shall have received from Katten Muchin Rosenman LLP, counsel for the Companies, a favorable opinion, dated the Closing Date and satisfactory in form and substance to the Underwriters and counsel for the Underwriters to the effect that:

(i)    Each of the Sponsor Agreements has been duly executed and delivered by the Sponsor and constitutes the valid, legal and binding agreement of the Sponsor, enforceable against the Sponsor in accordance with its respective terms. The Purchase Agreement creates in the favor of the Seller a valid and enforceable security interest in all right, title and interest in the Receivables and the Other Conveyed Property sold thereunder by the Sponsor.

(ii)    Each of the Seller Agreements has been duly executed and delivered by the Seller and constitutes the valid, legal and binding agreement of the Seller, enforceable against the Seller in accordance with its respective terms. The Sale and Servicing Agreement creates a valid and enforceable security interest in the favor of the Trust in the Receivables and the Other Conveyed Property sold thereunder by the Seller.

(iii)    Assuming each of the Indenture and the Sale and Servicing Agreement has been duly executed and delivered by the parties thereto (other than the Sponsor or the Seller), each such agreement constitutes the valid, legal and binding agreement of the Trust, enforceable against the Trust in accordance with its terms. The Indenture creates in the favor of the Trust Collateral Agent a valid and enforceable security interest in all right, title and interest in the Collateral (as defined in the Indenture) pledged thereunder by the Trust.

(iv)    No consent, approval, authorization or order of, registration or filing with, or notice to, courts, governmental agency or body or other tribunal is required under federal laws or the laws of the State of New York, for the execution, delivery and performance by the Sponsor of the Sponsor Agreements, the offer, issuance, sale or delivery of the Notes, except such which have been obtained.

(v)    No consent, approval, authorization or order of, registration or filing with, or notice to, courts, governmental agency or body or other tribunal is required under federal laws or the laws of the State of New York, for the execution, delivery and performance by the Seller of the Seller Agreements, except such which have been obtained.

(vi)    None of the transfers of the Receivables by the Sponsor to the Seller, the transfers of the Receivables and Other Conveyed Property by the Seller to the Trust, the execution, delivery or performance by each of the Sponsor of the Sponsor Agreements and the Seller of the Seller Agreements or the issuance of the Notes and the Certificate (a) conflicts or will conflict with or results or will result in a breach of, or constitutes or will constitute a default under, any law, rule or regulation of the State of New York or federal government presently in effect, (b) to such counsel’s knowledge, results in, or will result in the creation or imposition of any lien, charge or encumbrance upon the Receivables, upon the Notes or upon the Certificate, except as otherwise contemplated by the Agreements (as defined in such opinion) or (c) by operation of law, results in, or will result in the creation or imposition of any lien, charge or encumbrance upon the Receivables, upon the Notes or upon the Certificate, except as otherwise contemplated by the Agreements (as defined in such opinion).

(vii)    The Notes have been duly authorized by all requisite action and, when duly and validly executed by the Trustee in accordance with the Indenture, will be validly issued and outstanding and entitled to the benefits of the Indenture and will constitute legal, valid and binding obligations of the Trust, enforceable against the Trust in accordance with their terms.

 

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(viii)    The Certificate has been duly authorized by all requisite action and, when duly and validly executed by the Owner Trustee in accordance with the Trust Agreement, will be validly issued and outstanding and entitled to the benefits of the Trust Agreement.

(ix)    The Class A-1 Notes are “eligible securities” within the meaning of the 1940 Act.

(x)    The Registration Statement and any amendments thereto have become effective under the Securities Act; to the best of such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and not withdrawn, and no proceedings for that purpose have been instituted or threatened and not terminated.

(xi)    At the respective times the Original Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) and at the date hereof, the Registration Statement (other than the information set forth in the financial statements and other financial and statistical information contained therein, as to which such counsel will not express any belief or opinion), complied as to form in all material respects with the applicable requirements of the Securities Act and the Rules and Regulations.

(xii)    None of the Sponsor, the Seller nor the Trust is required to be registered as an “investment company” under the 1940 Act. The Trust will rely on an exclusion or exemption from the definition of “investment company” under the 1940 Act contained in Section 3(c)(5) of the 1940 Act, although there may be additional exclusions or exemptions available to the Trust. The Trust is not a “covered fund” for purposes of the Volcker Rule.

(xiii)    The arrangement pursuant to which the Receivables are held does not constitute an “investment company” within the meaning of the 1940 Act.

(xiv)    The direction by the Seller to the Owner Trustee to execute, issue, countersign and deliver the Certificate has been duly authorized.

(xv)    The Seller has full power and authority to sell and assign the property to be sold and assigned to the Trust as part of the trust estate and has duly authorized such sale and assignment to the Trust by all necessary corporate action.

(xvi)    The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended.

(xvii)    The statements in the Prospectus under the captions “DESCRIPTION OF THE NOTES” and “DESCRIPTION OF THE TRANSACTION DOCUMENTS” to the extent such statements purport to summarize certain provisions of the Notes, the Certificate, the Purchase Agreement, the Trust Agreement, the Sale and Servicing Agreement and the Indenture, are fair and accurate in all material respects.

(xviii)    The statements in the Prospectus, under the captions “SUMMARY — FEDERAL INCOME TAX CONSEQUENCES”, “SUMMARY — ERISA CONSIDERATIONS”, “LEGAL INVESTMENT”, “MATERIAL FEDERAL INCOME TAX CONSEQUENCES” and “ERISA CONSIDERATIONS”, insofar as such statements purport to summarize matters of federal law or New York law, or legal conclusions with respect thereto, provide a fair and accurate summary of such law or conclusions.

 

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(xix)    The statements in the Prospectus under the caption “MATERIAL LEGAL ASPECTS OF THE AUTOMOBILE LOAN CONTRACTS” to the extent they constitute matters of law or legal conclusions, are correct in all material respects.

(xx)    The conditions to the use by the Sponsor of a registration statement on Form SF-3 under the Securities Act, as set forth in the General Instructions to Form SF-3, have been satisfied with respect to the Registration Statement and the Prospectus. There are no contracts or documents which are required to be filed as exhibits to the Registration Statement pursuant to the Securities Act or the Rules and Regulations thereunder which have not been so filed.

(xxi)    Under Section 9-301(c)(3) of the UCC, the priority of a perfected, nonpossessory security interest created in any tangible chattel paper (a) in favor of the Seller pursuant to the Purchase Agreement, (b) in favor of the Trust pursuant to the Sale and Servicing Agreement and (c) in favor of the Trust Collateral Agent pursuant to the Indenture, will be determined pursuant to the laws of the State of Texas.

In addition, counsel shall state that such counsel has rendered legal advice and assistance to the Companies and the Trust relating to the sale and issuance of the Notes that involved, among other things, discussions and inquiries concerning various legal and related subjects and reviews of certain records, documents, opinions and certificates in accordance with instructions of the Companies and the Trust. Such counsel shall also state that it has participated with the Companies and the Trust in conferences with representatives of the Underwriters, during which the contents of the Registration Statement, the Time of Sale Information, the Prospectus and related matters were discussed and examined the Original Registration Statement, the Registration Statement, the Time of Sale Information and the Prospectus and nothing has come to such counsel’s attention that would lead such counsel to believe that the Registration Statement (other than the financial statements and other financial and statistical information contained or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), at the time the Original Registration Statement became effective, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Registration Statement, including the Rule 430B Information and the Ratings FWP (other than the financial statements and other financial and statistical information contained or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief) at the latest deemed effective time with respect to the Underwriters pursuant to Rule 430B(f)(2), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

Furthermore, such counsel shall state that, although such counsel has not been asked to pass upon, and shall not assume responsibility for, the accuracy, completeness or fairness of the statements contained in the Prospectus (except as set forth in paragraphs numbered (xvii), (xviii) and (xix) above), in the course of such counsel’s examination of the Ratings FWP together with the Prospectus and certain other documents and such counsel’s participation in the discussions hereinabove mentioned, no facts have come to such counsel’s attention which lead such counsel to believe that the Ratings FWP together with the Prospectus (other than the financial statements and other financial and statistical data contained or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), at the date thereof or at the Closing Time, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. In addition, nothing has come to such counsel’s attention that would lead them to believe that the Time of Sale Information (other than the Ratings FWP, the financial statements and other financial and statistical information contained or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), when considered together with the information that is presented

 

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in the Prospectus that completes those sections of the Time of Sale Information that were presented in blank form therein, as of the Applicable Time, contained, or as of the Closing Time contains, any untrue statement of a material fact or, as of the Applicable Time, omitted, or as of the Closing Time omits, to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

D.    The Sponsor shall have delivered to the Underwriters a certificate, dated the Closing Date, of an authorized officer of the Sponsor to the effect that the signer of such certificate has carefully examined this Agreement, each Sponsor Agreement and the Prospectus and that: (i) the representations and warranties of the Sponsor in each Sponsor Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date, (ii) the Sponsor has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied at or prior to the Closing Date, (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to such officer’s knowledge, threatened, (iv) there has been no material adverse change in the general affairs, business, management, financial condition, stockholders’ equity, results of operations, regulatory situation or business prospects of the Sponsor, whether or not arising from transactions in the ordinary course of business, except as set forth or contemplated in the Preliminary Prospectus, each Free Writing Prospectus and the Prospectus and (v) nothing has come to such officer’s attention that would lead such officer to believe that the Time of Sale Information, the Road Show Information or the Prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

The Sponsor shall attach to such certificate a true and correct copy of its certificate of incorporation, as appropriate, and by-laws which are in full force and effect on the date of such certificate and a certified true copy of the resolutions of its Board of Directors with respect to the transactions contemplated herein.

E.    The Underwriters shall have received from the Seller a certificate dated the Closing Date, of an authorized officer of the Seller to the effect that the signer of such certificate has carefully examined this Agreement, each Seller Agreement and the Prospectus and that: (i) the representations and warranties of the Seller in each Seller Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date, (ii) the Seller has complied in all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied in all material respects at or prior to the Closing Date, (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to such officer’s knowledge, threatened, (iv) there has been no material adverse change in the general affairs, business, management, financial condition, stockholders’ equity, results of operations, regulatory situation or business prospects of the Seller whether or not arising from transactions in the ordinary course of business, except as set forth or contemplated in the Preliminary Prospectus, each Free Writing Prospectus and the Prospectus, and (v) nothing has come to such officer’s attention that would lead such officer to believe that the Time of Sale Information, the Road Show Information or the Prospectus contains any untrue statement of a material fact or omits to state any material facts required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

The Seller shall attach to such certificate a true and correct copy of its articles of incorporation and by-laws which are in full force and effect on the date of such certificate and a certified true copy of the resolutions of its Board of Directors with respect to the transactions contemplated herein.

 

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F.    The Underwriters shall have received from Frank E. Brown III, Esq., corporate counsel of the Companies, a favorable opinion, dated the Closing Date and satisfactory in form and substance to the Underwriters and counsel for the Underwriters to the effect that:

(i)    The Sponsor has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware. The Seller has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Nevada. Each of the Sponsor and the Seller has full corporate power to own its property or assets and to conduct its business as presently conducted by it and as described in the Preliminary Prospectus and the Prospectus, and is in good standing in each jurisdiction in which the conduct of its business or the ownership of its property or assets requires such qualification or where the failure to be so qualified would have a material adverse effect on its general affairs, business, management, financial condition, stockholders’ equity, results of operations, regulatory situation or business prospects.

(ii)    Each Sponsor Agreement and each Seller Agreement has been duly authorized, executed and delivered by authorized officers or signers of the Sponsor or the Seller, as appropriate.

(iii)    The execution, delivery and performance of each Sponsor Agreement by the Sponsor will not (a) contravene any provision of law, statute, rule or regulation to which the Sponsor is subject, or contravene or result in any breach of any agreement, mortgage, indenture, deed of trust or other instrument to which the Sponsor or its properties may be subject and which are material to its businesses, or contravene, result in any breach of, or result in the creation of any mortgage, lien, pledge or encumbrance in respect of any property of the Sponsor (other than liens effected by the Sponsor Agreements or for which appropriate third-party consents and approvals have been obtained); (b) contravene any judgment, decree, license, order or permit to which the Sponsor is a party; or (c) violate any provision of the articles or certificates of incorporation or bylaws of the Sponsor.

(iv)    The execution, delivery and performance of each Seller Agreement by the Seller will not (a) contravene any provision of law, statute, rule or regulation to which the Seller is subject, or contravene or result in any breach of any agreement, mortgage, indenture, deed of trust or other instrument to which the Seller or its properties may be subject and which are material to its businesses, or contravene, result in any breach of, or result in the creation of any mortgage, lien, pledge or encumbrance in respect of any property of the Seller (other than liens effected by the Seller Agreements or for which appropriate third-party consents and approvals have been obtained); (b) contravene any judgment, decree, license, order or permit to which the Seller is a party; or (c) violate any provision of the articles or certificates of incorporation or bylaws of the Seller.

(v)    No authorization, approval, consent or order of, or filing with, any court or governmental agency or authority of the State of Delaware is necessary in connection with the execution, delivery and performance by the Sponsor of any Sponsor Agreement except such as may be required under the Securities Act or the Rules and Regulations and Blue Sky or other state securities laws filings with respect to the transfer of the Receivables to the Trust pursuant to the Sale and Servicing Agreement and such other approvals or consents as have been obtained.

(vi)    No authorization, approval, consent or order of, or filing with, any court or governmental agency or authority of the State of Nevada is necessary in connection with the execution, delivery and performance by the Seller of any Seller Agreement, except such as may be required under the Securities Act or the Rules and Regulations and Blue Sky or other state securities laws, filings with respect to the transfer of the Receivables to the Trust pursuant to the Sale and Servicing Agreement and such other approvals or consents as have been obtained.

 

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(vii)    There is no pending, or to such counsel’s knowledge, after reasonable investigation, threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator that may, if decided adversely, materially adversely affects the business, prospects or financial condition of the Sponsor and Seller or the performance by the Sponsor and Seller of their respective obligations under, or the validity and enforceability of, each Seller Agreement and each Sponsor Agreement.

G.    [Reserved]

H.    The Underwriters shall have received from Dechert LLP, counsel for the Underwriters, a “negative assurance letter” in a form agreed to by such counsel and the Underwriters.

I.    The Underwriters shall have received from counsel to the Trustee and the Trust Collateral Agent, a favorable opinion dated the Closing Date and satisfactory in form and substance to the Underwriters and counsel for the Underwriters, to the effect that:

(i)    The Trustee (as Trustee and Trust Collateral Agent) has been duly organized and is validly existing as a national banking association in good standing under the federal laws of the United States.

(ii)    The Trustee (as Trustee and Trust Collateral Agent) has full corporate trust power and authority to enter into and perform its obligations under the Indenture and the Sale and Servicing Agreement, as the case may be, including, but not limited to, its obligation to serve in the capacities of Trustee and Trust Collateral Agent, and to execute, issue, countersign and deliver the Notes.

(iii)    The Indenture and the Sale and Servicing Agreement have been duly authorized, executed and delivered by the Trustee (as Trustee and Trust Collateral Agent) and constitute a legal, valid and binding obligation of the Trustee enforceable against the Trustee under New York law, in accordance with its terms, except that as to enforceability such enforcement may (a) be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and (b) be limited by general principles of equity (whether considered in a proceeding at law or in equity).

(iv)    The Notes have been duly authorized, executed and authenticated by the Trustee on behalf of the Trust in accordance with the Indenture.

(v)    The execution, delivery and performance of the Indenture, the Sale and Servicing Agreement and the Notes by the Trustee (as Trustee and Trust Collateral Agent) will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Trustee pursuant to the terms of the articles of association or the by-laws of the Trustee or any statute, rule, regulation or order of any governmental agency or body, or any court having jurisdiction over the Trustee or its property or assets or any agreement or instrument known to such counsel, to which the Trustee is a party or by which the Trustee or any of its respective property or assets is bound.

(vi)    No authorization, approval, consent or order of, or filing with, any state or federal court or governmental agency or authority is necessary in connection with the execution, delivery and performance by the Trustee or Trust Collateral Agent of the Indenture, the Sale and Servicing Agreement and the Notes, as applicable.

 

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J.    The Underwriters shall have received from counsel to the Owner Trustee a favorable opinion dated the Closing Date and satisfactory in form and substance to the Underwriters and counsel for the Underwriters, to the effect that:

(i)    The Owner Trustee has been duly incorporated and is validly existing as a banking corporation in good standing under the laws of the State of Delaware.

(ii)    The Owner Trustee has the power and authority to execute, deliver and perform the Trust Agreement and to consummate the transactions contemplated thereby.

(iii)    The Trust Agreement has been duly authorized, executed and delivered by the Owner Trustee and constitutes a legal, valid and binding obligation of the Owner Trustee enforceable against the Owner Trustee, in accordance with its terms, except that as to enforceability such enforcement may (a) be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and (b) be limited by general principles of equity (whether considered in a proceeding at law or in equity).

(iv)    Neither the execution, delivery and performance by Wilmington Trust Company of the Trust Agreement, nor the consummation of the transactions contemplated thereby, nor compliance with the terms thereof conflict with or result in a breach of, or constitute a default under the provisions of, Wilmington Trust Company’s certificate of incorporation or by-laws or any law, rule or regulation of the State of Delaware governing the trust powers of Wilmington Trust Company.

(v)    No consent, approval or other authorization of, or registration, declaration or filing with, any court or governmental agency or commission of the State of Delaware is required by or with respect to Wilmington Trust Company for the valid execution and delivery of the Trust Agreement, or for the validity or enforceability thereof, other than the filing of the Certificate of Trust.

K.    The Underwriters shall have received from special Delaware counsel to the Trust a favorable opinion dated the Closing Date and satisfactory in form and substance to the Underwriters and counsel for the Underwriters (which opinion may contain exceptions, qualifications and assumptions as is standard in opinions delivered in similar transactions), to the effect that:

(i)    The Trust has been duly formed and is validly existing in good standing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Act”).

(ii)    The Trust has the power and authority, pursuant to the Trust Agreement and the Act, to execute, deliver and perform its obligations under the trust documents, to issue the Notes and the Certificate and to grant the trust estate to the Trust Collateral Agent as security for the Notes.

(iii)    The trust documents have been duly authorized, executed and delivered by the Trust. The Notes have been duly authorized and executed by the Trust.

(iv)    When the Certificate is duly executed by the Trust and duly authenticated by the Owner Trustee in accordance with the Trust Agreement, the Certificate will be validly issued and entitled to the benefits of the Trust Agreement.

(v)    Under Section 3805(b) of the Act, no creditor of any certificateholder shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement.

 

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(vi)    Under Section 3805(c) of the Act, except to the extent otherwise provided in the Trust Agreement, a certificateholder has no interest in specific trust property.

(vii)    The Owner Trustee is not required to hold legal title to the trust estate in order for the Trust to qualify as a statutory trust under the Act.

(viii)    Neither the execution, delivery and performance by the Trust of the trust documents, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action in respect of, any governmental authority or agency of the State of Delaware, other than the filing of the Certificate of Trust with the Secretary of State.

(ix)    Neither the execution, delivery and performance by the Trust of the trust documents, nor the consummation by the Trust of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust.

(x)    Under Sections 3808(a) and (b) of the Act, the Trust may not be terminated or revoked by any Certificateholder, and the dissolution, termination or bankruptcy of any Certificateholder shall not result in the termination or dissolution of the Trust, except to the extent otherwise provided in the Trust Agreement.

L.    BONY shall have furnished to the Underwriters a certificate of BONY signed by one or more duly authorized officers of BONY dated the Closing Date, as to the due authorization, execution and delivery of the Indenture and the Sale and Servicing Agreement by the Trustee and the acceptance by the Trustee of the trust created thereby and the due execution and delivery of the Notes by the Trustee thereunder and such other matters as the Underwriters shall reasonably request.

M.    Wilmington Trust Company (“WTC”) shall have furnished to the Underwriters a certificate of WTC, signed by one or more duly authorized officers of WTC, dated the Closing Date, as to the due authorization, execution and delivery of the Trust Agreement by WTC and the acceptance by the Owner Trustee of the trust created thereby and the due execution and delivery of the Certificate by the Owner Trustee thereunder and such other matters as the Underwriters shall reasonably request.

N.    The Underwriters shall have received from counsel to the Asset Representations Reviewer a favorable opinion dated the Closing Date and satisfactory in form and substance to the Underwriters and counsel for the Underwriters, about certain corporate matters relating to the Asset Representations Reviewer.

O.    [Reserved]

P.    On the Closing Date, the Publicly Offered Notes shall have received the ratings set forth in the Ratings FWP.

Q.    The Underwriters shall have received from Katten Muchin Rosenman LLP, counsel to the Companies, a favorable opinion, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel for the Underwriters, as to true sale and non-consolidation matters relating to the transaction, and the Underwriters shall be addressees of any opinions of counsel supplied to the rating organizations relating to the Notes.

R.    All proceedings in connection with the transactions contemplated by this Agreement, and all documents incident hereto, shall be reasonably satisfactory in form and substance to

 

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the Underwriters and counsel for the Underwriters, and the Underwriters and counsel for the Underwriters shall have received such other information, opinions, certificates and documents as they may reasonably request in writing.

S.    The Preliminary Prospectus, each Free Writing Prospectus, the Prospectus and any amendments and supplements thereto, and the CEO Certification shall have been filed (if required) with the Commission in accordance with the rules and regulations under the Securities Act and Section 2 hereof, and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or shall be contemplated by the Commission or by any authority administering any state securities or Blue Sky law.

T.    On the Closing Date the Underwriters shall have received from a third party that is a nationally recognized accounting firm reasonably satisfactory to the Underwriters a letter in the form heretofore agreed to regarding the static pool reports, the Preliminary Prospectus and the Prospectus, each dated as of the review date, the date of the Preliminary Prospectus or the date of the Prospectus, as applicable.

U.    If not previously provided in a calendar year with respect to such state, the Underwriters shall have received from local counsel, in each state where there is a concentration of 10% or more of the Receivables, an opinion dated as of the Closing Date (or as of any other date as specified by the rating agencies to maintain the required ratings on the Notes) as to the perfection of security interests in automobiles in such state.

If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, (i) this Agreement may be terminated by the Representatives by notice to both of the Companies at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 8 and (ii) the provisions of Section 8, the indemnity set forth in Section 9, the contribution provisions set forth in Section 9 and the provisions of Sections 12 and 15 shall remain in effect.

Section 8.    Payment of Expenses. The Companies agree to pay the following expenses incident to the performance of the Companies’ obligations under this Agreement: (i) the filing of the Registration Statement and all amendments thereto, (ii) the duplication and delivery to the Underwriters, in such quantities as the Underwriters may reasonably request, of copies of this Agreement, (iii) the preparation, issuance and delivery of the Publicly Offered Notes, (iv) the fees and disbursements of Katten Muchin Rosenman LLP, counsel to the Companies, (v) the fees and disbursements of the third party referenced in Section 7(T) above, (vi) the qualification of the Publicly Offered Notes under securities and Blue Sky laws and the determination of the eligibility of the Publicly Offered Notes for investment in accordance with the provisions hereof, including filing fees and the fees and disbursements of Dechert LLP, counsel to the Underwriters, in connection therewith and in connection with the preparation of any Blue Sky survey, (vii) the printing and delivery to the Underwriters in such quantities as the Underwriters may reasonably request, of copies of the Registration Statement and the Prospectus and all amendments and supplements thereto, and of any Blue Sky survey, (viii) the duplication and delivery to the Underwriters, in such quantities as the Underwriters may reasonably request, of copies of the Sale and Servicing Agreement, the Indenture, the Trust Agreement and the other transaction documents, (ix) the fees charged by nationally recognized statistical rating agencies for rating the Publicly Offered Notes, (x) the fees and expenses of the Trustee and its counsel, (xi) the fees and expenses of the Owner Trustee and its counsel, (xii) the fees and expenses of the Asset Representations Reviewer and its counsel and (xiii) the costs and expenses (including any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Publicly Offered Notes made by the Underwriters caused by a breach of the representations contained in Section 2.A(iv) and (v).

 

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If this Agreement is terminated by the Representatives in accordance with the provisions of Section 7, the Companies shall reimburse the Representatives for all reasonable third-party out-of-pocket expenses, including the reasonable fees and disbursements of Dechert LLP, the Representatives’ counsel.

The Underwriters agree to pay the reasonable fees and disbursements of Dechert LLP incident to the performance of the Underwriters’ obligations under this Agreement.

Section 9.    Indemnification

A.    Each of the Sponsor and the Seller agrees to severally and jointly indemnify and hold harmless each Underwriter, its directors, officers, employees, agents and each person, if any, who controls such Underwriter within the meaning of the Securities Act or the Exchange Act, from and against any and all loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Publicly Offered Notes), to which such Underwriter, director, officer, employee, agent or any such controlling person may become subject, under the Securities Act or the Exchange Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (including the 430B Information), the Preliminary Prospectus, each Free Writing Prospectus (other than any Derived Information (as defined below) included therein), any issuer free writing prospectus, the Prospectus or any amendment, exhibit or supplement thereto (in each case, other than in the Underwriter Information) or the Form ABS-15G, (ii) the omission or alleged omission to state in the Registration Statement (including the 430B Information) (other than in the Underwriter Information) a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) the omission or alleged omission to state in the Preliminary Prospectus, each Free Writing Prospectus (other than any Derived Information included therein), any issuer free writing prospectus, the Prospectus (in each case, other than in the Underwriter Information) or the Form ABS-15G a material fact required to be stated or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and shall reimburse each Underwriter and any such director, officer, employee, agent and each such controlling person promptly upon demand for any documented legal or documented other expenses reasonably incurred by such Underwriter or any such director, officer, employee, agent or such controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred. For the avoidance of doubt, the Road Show Information (other than any Derived Information included therein) shall constitute an “issuer free writing prospectus”.

The foregoing indemnity agreement is in addition to any liability which the Sponsor or the Seller may otherwise have to the Underwriters or any controlling person of any of the Underwriters.

B.    Each of the Underwriters agrees to severally and not jointly indemnify and hold harmless the Sponsor, the Seller, the directors and the officers of the Sponsor and the Seller who signed the Registration Statement, and each person, if any, who controls the Sponsor or the Seller within the meaning of the Securities Act or the Exchange Act against any and all loss, claim, damage or liability, or any action in respect thereof, to which the Sponsor, the Seller or any such director, officer or controlling person may become subject, under the Securities Act or the Exchange Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact relating to such Underwriter contained in the Underwriter Information, or (ii) the omission or alleged omission to state therein a material fact relating to such Underwriter

 

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required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and shall reimburse the Sponsor or the Seller, as applicable, promptly on demand, and any such director, officer or controlling person for any documented legal or other documented expenses reasonably incurred by the Sponsor, the Seller or any director, officer or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred, except as expressly limited herein.

Except as otherwise expressly provided, the foregoing indemnity agreement is in addition to any liability which the Underwriters may otherwise have to the Sponsor, the Seller or any such director, officer or controlling person.

C.    Promptly after receipt by any indemnified party under this Section 9 of notice of any claim or the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party under this Section 9, promptly notify the indemnifying party in writing of the claim or the commencement of that action; provided however, that the failure to notify an indemnifying party shall not relieve it from any liability which it may have under this Section 9 except to the extent it has been materially prejudiced by such failure; and provided, further, that the failure to notify any indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 9.

If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party, unless such indemnified party reasonably objects to such assumption on the ground that there may be legal defenses available to it which are different from or in addition to those available to such indemnifying party. Notwithstanding the foregoing the indemnifying party shall not be entitled to participate in, or assume the defense of, any such claim or action against an indemnified party brought by a governmental agency, regulatory authority or self-regulatory authority having or claiming to have jurisdiction over the business or financial affairs of such indemnified party or any of its affiliates, unless such indemnified party consents to such participation or assumption. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, except to the extent provided in the next following paragraph, the indemnifying party shall not be liable to the indemnified party under this Section 9 for any fees and expenses of counsel subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation.

Any indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless: (i) the employment thereof has been specifically authorized by the indemnifying party in writing; (ii) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel; or (iii) the indemnifying party has failed to assume the defense of such action and employ counsel reasonably satisfactory to the indemnified party, in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party, it being understood, however, the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to local counsel) at any time for all such indemnified parties, which firm shall be designated in writing by the Representatives, if the indemnified parties under this Section 9 consist of the Underwriters or any of

 

25


their controlling persons, or by the Companies, if the indemnified parties under this Section 9 consist of either of the Companies or any of the Companies’ directors, officers or controlling persons, but in either case reasonably satisfactory to the indemnified party.

Each indemnified party, as a condition of the indemnity agreements contained in Sections 9.A and B, shall use its reasonable efforts to cooperate with the indemnifying party in the defense of any such action or claim. No indemnifying party shall be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with its written consent or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which such indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

D.    Each Underwriter covenants and agrees that it has not and will not distribute any Other Offering Document unless (i) it has notified the Companies of its intention to distribute such Other Offering Document prior to its distribution thereof and (ii) it provides the Companies with a copy of such Other Offering Document in an electronic format prior to or simultaneously with its initial distribution of such Other Offering Document. “Other Offering Document” means any “written communication” (as defined in Rule 405 of the Rules and Regulations) relating to the offer and sale of the Publicly Offered Notes that would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations), including but not limited to any “ABS information and computational materials” (as defined in Item 1101(a) of Regulation AB under the Securities Act), for the avoidance of doubt, written communication will include CDI Intex Files that do not contain any Issuer Information other than Issuer Information included in the Preliminary Prospectus, but will exclude any such written communication that consists solely of postings that are initially made by any Underwriter on the Bloomberg system, or otherwise via e-mail and that contains only identifying information regarding the Trust and the Publicly Offered Notes; the expected closing date and first payment date for the Publicly Offered Notes; the expected principal amount, expected weighted average life, expected ratings, expected periods for payments of principal, expected final payment date, expected legal final payment date and expected interest rate index for each class of Publicly Offered Notes; preliminary guidance as to the interest rate and/or yield for each class of Publicly Offered Notes (but not final interest rate or yield information); information regarding the principal amount of the Publicly Offered Notes being offered by each Underwriter; other similar or related information such as expected pricing parameters, status of subscriptions and Underwriter’s retentions and ERISA eligibility; and/or any legends regarding the contents of such written communication.

E.    (i) Each Underwriter agrees, assuming all Issuer Information (defined below) is accurate and complete in all material respects, to severally and not jointly indemnify and hold harmless the Sponsor, each of the Sponsor’s officers, directors and each person who controls the Sponsor within the meaning of Section 15 of the Securities Act against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information (as defined below) provided by such Underwriter, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by him, her or it in connection with

 

26


investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that in no case shall any Underwriter be responsible for any amount in excess of the underwriting discount applicable to the Publicly Offered Notes purchased by such Underwriter; provided, further, that no Underwriter shall be liable to the extent that any such loss, claim, damage or liability arises out of or is based upon any statement in or omission from any Derived Information in reliance upon and in conformity with (A) any written information furnished to the related Underwriter by the Sponsor or Seller expressly for use therein, which information was not corrected by information subsequently provided by the Sponsor or Seller to the related Underwriter prior to the time of use of such Derived Information, (B) information accurately extracted from any Preliminary Prospectus or Prospectus, which information was not corrected by information subsequently provided by the Sponsor or Seller to the related Underwriter prior to the time of use of such Derived Information or (C) Issuer Information (as defined in Section 9.F). The obligations of each of the Underwriters under this Section 9.E(i) shall be in addition to any liability which such Underwriter may otherwise have.

(ii)    The Sponsor agrees to indemnify and hold harmless each Underwriter, each of such Underwriter’s officers, directors, employees, agents and each person who controls such Underwriter within the meaning of Section 15 of the Securities Act against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Issuer Information, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by him, her or it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The Sponsor’s obligation under this Section 9.E(ii) shall be in addition to any liability which they may otherwise have to the Underwriters.

The procedures set forth in Section 9.C shall be equally applicable to this Section 9.E.

F.    For purposes of this Section 9, the term “Derived Information” means such information, if any, contained in any Other Offering Document that:

(i)    is not contained in the Registration Statement, the Preliminary Prospectus or the Prospectus, taking into account information incorporated into the Registration Statement, the Preliminary Prospectus or the Prospectus by reference; and

(ii)    does not constitute Issuer Information.

Issuer Information” means (i) any computer tape furnished to the Underwriters by the Sponsor or the Seller concerning the Receivables comprising the Trust (including any such information intended for use or incorporation in any Other Offering Document), (ii) the Registration Statement, the Preliminary Prospectus and the Prospectus (in each case, other than in the Underwriter Information) and (iii) any other textual information (including, without limitation, the Road Show Information) furnished by the Companies to the Underwriters for inclusion in any Other Offering Document that constitutes “issuer information” (as defined in Rule 433(h)(2) of the Rules and Regulations and footnote 271 of the Securities Act Release No. 33-8591).

For the avoidance of doubt, “Derived Information” will include any information that would otherwise constitute Issuer Information but that was not accurately extracted or transcribed by any Underwriter for use or incorporation in any Other Offering Document.

 

27


G.    [Reserved].

H.    If the indemnification provided for in this Section 9 shall for any reason be unavailable or insufficient to hold harmless an indemnified party under Section 9.A, 9.B or 9.E in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute severally and not jointly to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as shall be appropriate to reflect the relative benefits received by the Sponsor and the Seller on the one hand and the Underwriters on the other from the offering of the Publicly Offered Notes or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Sponsor and the Seller on the one hand and the Underwriters on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations.

The relative benefits of the Underwriters, the Seller and the Sponsor shall be deemed to be in such proportion so that the Underwriters are responsible for that portion represented by the percentage that the underwriting discount appearing on the cover page of the Prospectus bears to the public offering price appearing on the cover page of the Prospectus.

The relative fault of the Underwriters, the Seller and the Sponsor shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Sponsor, the Seller or by one of the Underwriters, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission and other equitable considerations.

The Sponsor, the Seller and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 9.H were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 9.H shall be deemed to include, for purposes of this Section 9.H, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.

Each person, if any, who controls each Underwriter within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as each of the Underwriters and each director of the Sponsor and/or the Seller, each officer of the Sponsor and/or the Seller who signed the Registration Statement, and each person, if any, who controls the Sponsor and/or the Seller within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as the Sponsor.

In no case shall any Underwriter be responsible for any amount under this Section 9.H, in excess of the underwriting discount applicable to the Publicly Offered Notes purchased by such Underwriter hereunder. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

I.    The Underwriters severally and not jointly confirm that the Underwriter Information together with the Derived Information, is correct in all material respects and constitutes the only information furnished in writing to the Sponsor or the Seller by or on behalf of the Underwriters specifically for inclusion in the Registration Statement and the Prospectus.

 

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J.    In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (as defined below) (each, a “Relevant Member State”), each Underwriter represents and agrees, severally and not jointly, that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, such Underwriter has not made and will not make an offer of Publicly Offered Notes to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Publicly Offered Notes that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, other than:

(i)    to any legal entity which is a “qualified investor” as defined in the Prospectus Directive;

(ii)    to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than “qualified investors” as defined in the Prospectus Directive) subject to obtaining the prior consent of the Representatives; or

(iii)    in any other circumstances falling within Article 3(2) of the Prospectus Directive;

provided, that no such offer of notes to the public shall require us or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

For purposes of this section, the expression an “offer of notes to the public” in relation to any notes in any Relevant Member State means the communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the notes to be offered, so as to enable an investor to decide to purchase or subscribe to the notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that member state, and the expression “Prospectus Directive” means Directive 2003/71/EC, includes any relevant implementing measure in each Relevant Member State, and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

The countries comprising the European Economic Area are the European Union member states together with Iceland, Liechtenstein and Norway.

Section 10.    Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Publicly Offered Notes shall fail at the Closing Date to purchase the Publicly Offered Notes which it is obligated to purchase hereunder (the “Defaulted Securities”), then the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters have not completed such arrangements within such 24-hour period, then:

(a)    if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Publicly Offered Notes to be purchased pursuant to this Agreement, the non-defaulting Underwriters shall be obligated, pro rata in the proportion shown in the attached Schedule I as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) to purchase the full amount thereof, or

(b)    if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Publicly Offered Notes to be purchased pursuant to this Agreement, (i) no non-defaulting Underwriters shall be required to purchase any Publicly Offered Notes which were to

 

29


be purchased by the defaulting Underwriter, (ii) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Publicly Offered Notes, then this Agreement shall terminate, without any liability on the part of the non-defaulting Underwriters.

No action taken pursuant to this Section shall relieve the defaulting Underwriter from the liability with respect to any default of such Underwriter under this Agreement.

In the event of a default by any Underwriter as set forth in this Section, each of the Underwriters and the Seller shall have the right to postpone the Closing Date for a period not exceeding five (5) Business Days in order that any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements may be effected.

Section 11.    Termination. This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Sponsor and the Seller prior to delivery of and payment for the Publicly Offered Notes if prior to such time (i) any change, or any development involving a prospective change, would have a material adverse effect on the general affairs, business, management, financial condition, stockholders’ equity, results of operations, regulatory situation or business prospects of the Trust, the Sponsor or the Seller which, in the reasonable judgment of the Representatives, materially impairs the investment quality of the Publicly Offered Notes or makes it impractical or inadvisable to market the Publicly Offered Notes; (ii) the Publicly Offered Notes have been placed on credit watch or review by either of the Engaged NRSROs with negative implications; (iii) trading in securities generally on the New York Stock Exchange or the National Association of Securities Dealers National Market System shall have been suspended or limited, or minimum prices shall have been established on such exchange or market system; (iv) a banking moratorium shall have been declared by either federal or New York State authorities; (v) there shall have occurred any outbreak or material escalation of hostilities or other calamity or crisis or change in the financial markets, the effect of which is a material adverse effect on the practicality or advisability of proceeding with the completion of the sale and payment for the Publicly Offered Notes; or (vi) any material disruption in securities settlement, payment or clearance services shall have occurred in the United States. Upon such notice being given, the parties to this Agreement shall (except for any liability arising before or in relation to such termination) be released and discharged from their respective obligations under this Agreement.

Section 12.    Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Companies submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Representatives or controlling person of the Representatives, or by or on behalf of the Companies or any officers, directors or controlling persons and shall survive delivery of any Publicly Offered Notes to the Representatives or any controlling person.

Section 13.    Absence of Fiduciary Relationship. The Sponsor and the Seller acknowledge and agree that:

(a)    The Underwriters have been retained solely to act as Underwriters in connection with the sale of the Publicly Offered Notes and that no fiduciary, advisory or agency relationship between the Sponsor and/or the Seller and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are advising the Sponsor, the Seller and/or any of their respective affiliates on other matters;

(b)    No Underwriter is advising the Sponsor, the Seller or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Sponsor and the Seller

 

30


shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Sponsor or the Seller with respect thereto. Any review by any Underwriter of the Sponsor, the Seller, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of such Underwriter and shall not be on behalf of the Sponsor or the Seller;

(c)    The price of the Publicly Offered Notes set forth in this Agreement was established by the Seller following discussions and arms-length negotiations with the Representatives and the Sponsor and the Seller are capable of evaluating and understanding, and understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement;

(d)    The Sponsor and the Seller have been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Sponsor and/or the Seller and that the Underwriters have no obligation to disclose such interests and transactions to the Sponsor and/or the Seller by virtue of any fiduciary, advisory or agency relationship; and

(e)    Each of the Sponsor and the Seller waives, to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Sponsor or the Seller in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Sponsor or the Seller, including stockholders, employees or creditors of the Sponsor or the Seller.

Section 14.    Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication to:

 

The Representatives:   

J.P. Morgan Securities LLC

383 Madison Avenue, 31st Floor

New York, New York 10179

 

BNP Paribas Securities Corp.

787 7th Avenue

New York, New York 10019

 

Citigroup Global Markets Inc.

390 Greenwich Street, 1st Floor

New York, New York 10013

 

Wells Fargo Securities, LLC

550 S. Tryon Street, 5th Floor

Charlotte, North Carolina 28202

 

The Sponsor:    AmeriCredit Financial Services, Inc.
   801 Cherry Street, Suite 3500
   Fort Worth, Texas 76102
   Attention: Chief Financial Officer
   Fax: (817) 302-7915

 

31


The Seller:    AFS SenSub Corp.
   2215-B Renaissance Drive, Suite 10
  

Las Vegas, Nevada 89119

 

   c/o AmeriCredit Financial Services Inc.
   801 Cherry Street, Suite 3500
   Fort Worth, Texas 76102
   Attention: Chief Financial Officer
  

Fax: (817) 302-7915

 

Section 15.    Parties. This Agreement shall inure to the benefit of and be binding upon the Representatives and the Companies, and their respective successors or assigns. Nothing expressed or mentioned in this Agreement is intended nor shall it be construed to give any person, firm or corporation, other than the parties hereto or thereto and their respective successors and the controlling persons and officers and directors referred to in Section 9 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the parties and their respective successors and said controlling persons and officers and directors and their heirs and legal representatives (to the extent of their rights as specified herein and therein) and except as provided above for the benefit of no other person, firm or corporation. No purchaser of Publicly Offered Notes from the Representatives shall be deemed to be a successor by reason merely of such purchase.

Section 16.    GOVERNING LAW; VENUE. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIPS OF THE PARTIES AND/OR THE INTERPRETATIONS AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). EACH OF THE PARTIES HERETO HEREBY AGREES TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

Section 17.    WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE BETWEEN THE PARTIES HERETO ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP BETWEEN ANY OF THEM IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. INSTEAD, ANY SUCH DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

Section 18.    Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but together they shall constitute but one instrument.

 

32


Section 19.    Headings. The headings herein are inserted for convenience of reference only and are not intended to be part of or affect the meaning or interpretation of, this Agreement.

Section 20.    Underwriter Representations and Covenants.

(a)    The Underwriters severally and not jointly agree that, without the prior consent of the Sponsor, they will not provide to any “nationally recognized statistical rating organization” (within the meaning of the Exchange Act) (a “NRSRO”) any information, written or oral, related to the Trust, the Notes, the Receivables, the transaction contemplated by this Agreement or the other Basic Documents, or any other information that could be reasonably determined to be relevant to (x) determining an initial credit rating for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)) or (y) undertaking credit rating surveillance for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)); provided, however, that if an Underwriter receives any communication from a NRSRO with respect to the Notes, such Underwriter is authorized to inform such NRSRO that it will respond to the communication only with a designated representative from the Sponsor or refer such NRSRO to the Sponsor so that the Sponsor can respond to the communication.

(b)    Each Underwriter severally and not jointly represents and agrees that (i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (“FSMA”)) received by it in connection with the issue or sale of the Notes in circumstances in which section 21(1) of the FSMA does not apply to the Trust and (ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, for or otherwise involving the United Kingdom.

(c)    Each Underwriter severally and not jointly represents that it has not engaged any person to provide third-party “due diligence services” (as defined in Rule 17g-10 under the Exchange Act) relating to the Publicly Offered Notes.

[Remainder of Page Intentionally Left Blank]

 

33


If the foregoing is in accordance with the Representatives’ understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this instrument along with all counterparts will become a binding agreement between the Representatives, the Sponsor and the Seller in accordance with its terms.

 

Very truly yours,
AMERICREDIT FINANCIAL SERVICES, INC.
By:  

/s/ Robert T. Pigott III

  Name: Robert T. Pigott III
  Title:   Vice President, Corporate Treasury
AFS SENSUB CORP.
By:  

/s/ Robert T. Pigott III

  Name: Robert T. Pigott III
  Title:   Vice President, Corporate Treasury

[Underwriting Agreement]

 


CONFIRMED AND ACCEPTED, as of
the date first above written:
J.P. MORGAN SECURITIES LLC
Acting on its own behalf and as a Representative of the Underwriters referred to in the foregoing Agreement
By:  

/s/ Ernest Au

  Name: Ernest Au
  Title:   Executive Director

BNP PARIBAS SECURITIES CORP.

Acting on its own behalf and as a Representative of the Underwriters referred to in the foregoing Agreement

By:  

/s/ Steve Parsons

  Name: Steve Parsons
  Title:   Managing Director

 

CITIGROUP GLOBAL MARKETS INC.
Acting on its own behalf and as a Representative of the Underwriters referred to in the foregoing Agreement

By:

 

/s/ Brett Bushinger

  Name: Brett Bushinger
  Title:   Director

 

WELLS FARGO SECURITIES, LLC
Acting on its own behalf and as a Representative of the Underwriters referred to in the foregoing Agreement
By:  

/s/ Mary Leigh Phillips

  Name: Mary Leigh Phillips
  Title:   Director

[Underwriting Agreement]

 


Schedule I

Purchase Price

 

     Class A-1     Class A-2-A     Class A-2-B     Class A-3     Class B     Class C     Class D  

J.P. Morgan Securities LLC

     99.85000     99.74177     99.75000     99.64661     99.48656     99.37858     99.24096

BNP Paribas Securities Corp.

     99.85000     99.74177     99.75000     99.64661     99.48656     99.37858     99.24096

Citigroup Global Markets Inc.

     99.85000     99.74177     99.75000     99.64661     99.48656     99.37858     99.24096

Wells Fargo Securities, LLC

     99.85000     99.74177     99.75000     99.64661     99.48656     99.37858     99.24096

Barclays Capital Inc.

     99.85000     99.74177     99.75000     99.64661     —          —          —     

Deutsche Bank Securities Inc.

     99.85000     99.74177     99.75000     99.64661     —          —          —     

RBC Capital Markets, LLC

     99.85000     99.74177     99.75000     99.64661     —          —          —     

RBS Securities Inc.

     99.85000     99.74177     99.75000     99.64661     —          —          —     
Underwriting   
     Class A-1     Class A-2-A     Class A-2-B     Class A-3     Class B     Class C     Class D  

J.P. Morgan Securities LLC

   $ 38,675,000      $ 48,875,000      $ 15,938,000      $ 40,162,000      $ 18,343,000      $ 22,770,000      $ 22,387,000   

BNP Paribas Securities Corp.

   $ 38,675,000      $ 48,875,000      $ 15,938,000      $ 40,162,000      $ 18,343,000      $ 22,770,000      $ 22,387,000   

Citigroup Global Markets Inc.

   $ 38,675,000      $ 48,875,000      $ 15,938,000      $ 40,162,000      $ 18,342,000      $ 22,770,000      $ 22,388,000   

Wells Fargo Securities, LLC

   $ 38,675,000      $ 48,875,000      $ 15,938,000      $ 40,162,000      $ 18,342,000      $ 22,770,000      $ 22,388,000   

Barclays Capital Inc.

   $ 6,825,000      $ 8,625,000      $ 2,812,000      $ 7,088,000      $ 0      $ 0      $ 0   

Deutsche Bank Securities Inc.

   $ 6,825,000      $ 8,625,000      $ 2,812,000      $ 7,088,000      $ 0      $ 0      $ 0   

RBC Capital Markets, LLC

   $ 6,825,000      $ 8,625,000      $ 2,812,000      $ 7,088,000      $ 0      $ 0      $ 0   

RBS Securities Inc.

   $ 6,825,000      $ 8,625,000      $ 2,812,000      $ 7,088,000      $ 0      $ 0      $ 0   

Total

   $ 182,000,000      $ 230,000,000      $ 75,000,000      $ 189,000,000      $ 73,370,000      $ 91,080,000      $ 89,550,000   
EX-4.1 3 d317641dex41.htm EX-4.1 EX-4.1

Exhibit 4.1

 

 

 

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2017-1

Class A-1 0.92000% Asset Backed Notes

Class A-2-A 1.51% Asset Backed Notes

Class A-2-B Floating Rate Asset Backed Notes

Class A-3 1.87% Asset Backed Notes

Class B 2.30% Asset Backed Notes

Class C 2.71% Asset Backed Notes

Class D 3.13% Asset Backed Notes

Class E 0.00% Asset Backed Notes

 

 

INDENTURE

Dated as of January 11, 2017

 

 

THE BANK OF NEW YORK MELLON,

as Trustee and Trust Collateral Agent

 

 

 


TABLE OF CONTENTS    Page  
     
ARTICLE I Definitions and Incorporation by Reference      3   

SECTION 1.1

   Definitions      3   

SECTION 1.2

   Incorporation by Reference of Trust Indenture Act      11   

SECTION 1.3

   Rules of Construction      11   
ARTICLE II The Notes      12   

SECTION 2.1

   Form      12   

SECTION 2.2

   Execution, Authentication and Delivery      12   

SECTION 2.3

   Temporary Notes      13   

SECTION 2.4

   Registration; Registration of Transfer and Exchange      13   

SECTION 2.5

   Mutilated, Destroyed, Lost or Stolen Notes      15   

SECTION 2.6

   Persons Deemed Owner      16   

SECTION 2.7

   Payment of Principal and Interest; Defaulted Interest      16   

SECTION 2.8

   Cancellation      17   

SECTION 2.9

   Release of Collateral      17   

SECTION 2.10

   Book-Entry Notes      18   

SECTION 2.11

   Notices to Clearing Agency      18   

SECTION 2.12

   Definitive Notes      18   
ARTICLE III Covenants      19   

SECTION 3.1

   Payment of Principal and Interest      19   

SECTION 3.2

   Maintenance of Office or Agency      19   

SECTION 3.3

   Money for Payments to be Held in Trust      19   

SECTION 3.4

   Existence      21   

SECTION 3.5

   Protection of Trust Estate      21   

SECTION 3.6

   Opinions as to Trust Estate      22   

SECTION 3.7

   Performance of Obligations; Servicing of Receivables      22   

SECTION 3.8

   Negative Covenants      23   

SECTION 3.9

   Annual Statement as to Compliance      24   

SECTION 3.10

   Issuer May Consolidate, Etc. Only on Certain Terms      24   

SECTION 3.11

   Successor or Transferee      26   

SECTION 3.12

   No Other Business      26   

SECTION 3.13

   No Borrowing      26   

SECTION 3.14

   Servicer’s Obligations      26   

SECTION 3.15

   Guarantees, Loans, Advances and Other Liabilities      26   

SECTION 3.16

   Capital Expenditures      27   

SECTION 3.17

   Compliance with Laws      27   

SECTION 3.18

   Restricted Payments      27   

SECTION 3.19

   Notice of Events of Default      27   

SECTION 3.20

   Further Instruments and Acts      27   

SECTION 3.21

   Amendments of Sale and Servicing Agreement and Trust Agreement      27   

SECTION 3.22

   Income Tax Characterization      27   
     


ARTICLE IV Satisfaction and Discharge

     28   

SECTION 4.1

   Satisfaction and Discharge of Indenture      28   

SECTION 4.2

   Application of Trust Money      29   

SECTION 4.3

   Repayment of Moneys Held by Note Paying Agent      29   

ARTICLE V Remedies

     29   

SECTION 5.1

   Events of Default      29   

SECTION 5.2

   Rights Upon Event of Default      31   

SECTION 5.3

   Collection of Indebtedness and Suits for Enforcement by Trustee      31   

SECTION 5.4

   Remedies      34   

SECTION 5.5

   Optional Preservation of the Receivables      35   

SECTION 5.6

   Priorities      35   

SECTION 5.7

   Limitation of Suits      37   

SECTION 5.8

   Unconditional Rights of Noteholders To Receive Principal and Interest      37   

SECTION 5.9

   Restoration of Rights and Remedies      37   

SECTION 5.10

   Rights and Remedies Cumulative      37   

SECTION 5.11

   Delay or Omission Not a Waiver      38   

SECTION 5.12

   Control by Noteholders      38   

SECTION 5.13

   Waiver of Past Defaults      38   

SECTION 5.14

   Undertaking for Costs      39   

SECTION 5.15

   Waiver of Stay or Extension Laws      39   

SECTION 5.16

   Action on Notes      39   

SECTION 5.17

   Performance and Enforcement of Certain Obligations      39   

ARTICLE VI The Trustee and the Trust Collateral Agent

     40   

SECTION 6.1

   Duties of Trustee      40   

SECTION 6.2

   Rights of Trustee      41   

SECTION 6.3

   Individual Rights of Trustee      44   

SECTION 6.4

   Trustee’s Disclaimer      44   

SECTION 6.5

   Notice of Defaults      45   

SECTION 6.6

   Reports by Trustee to Holders      45   

SECTION 6.7

   Compensation and Indemnity      45   

SECTION 6.8

   Replacement of Trustee      46   

SECTION 6.9

   Successor Trustee by Merger      47   

SECTION 6.10

   Appointment of Co-Trustee or Separate Trustee      47   

SECTION 6.11

   Eligibility: Disqualification      49   

SECTION 6.12

   Preferential Collection of Claims Against Issuer      49   

SECTION 6.13

   Appointment and Powers      49   

SECTION 6.14

   Performance of Duties      50   

SECTION 6.15

   Limitation on Liability      50   

SECTION 6.16

   Reliance Upon Documents      51   

SECTION 6.17

   Successor Trust Collateral Agent      51   

SECTION 6.18

   Compensation      53   

 

ii


SECTION   6.19

   Representations and Warranties of the Trust Collateral Agent and the Issuer      53   

SECTION   6.20

   Waiver of Setoffs      54   

ARTICLE VII Noteholders’ Communications and Reports

     54   

SECTION   7.1

   Issuer to Furnish to Trustee Names and Addresses of Noteholders      54   

SECTION   7.2

   Preservation of Information; Communications to Noteholders      54   

SECTION   7.3

   Reports by Issuer      56   

SECTION   7.4

   Reports by Trustee      56   

SECTION   7.5

   Review Reports      56   

ARTICLE VIII Accounts, Disbursements and Releases

     57   

SECTION   8.1

   Collection of Money      57   

SECTION   8.2

   Release of Trust Estate      57   

SECTION   8.3

   Opinion of Counsel      57   

ARTICLE IX Supplemental Indentures

     58   

SECTION   9.1

   Supplemental Indentures Without Consent of Noteholders      58   

SECTION   9.2

   Supplemental Indentures with Consent of Noteholders      59   

SECTION   9.3

   Execution of Supplemental Indentures      60   

SECTION   9.4

   Effect of Supplemental Indenture      60   

SECTION   9.5

   Conformity With Trust Indenture Act      60   

SECTION   9.6

   Reference in Notes to Supplemental Indentures      61   

ARTICLE X Redemption of Notes

     61   

SECTION 10.1

   Redemption      61   

SECTION 10.2

   Form of Redemption      61   

SECTION 10.3

   Notes Payable on Redemption Date      62   

ARTICLE XI Miscellaneous

     62   

SECTION 11.1

   Compliance Certificates and Opinions, etc      62   

SECTION 11.2

   Form of Documents Delivered to Trustee      64   

SECTION 11.3

   Acts of Noteholders      65   

SECTION 11.4

   Notices, etc., to Trustee, Issuer and Rating Agencies      65   

SECTION 11.5

   Notices to Noteholders; Waiver      66   

SECTION 11.6

   [Reserved]      66   

SECTION 11.7

   Conflict with Trust Indenture Act      66   

SECTION 11.8

   Effect of Headings and Table of Contents      67   

SECTION 11.9

   Successors and Assigns      67   

SECTION 11.10

   Separability      67   

SECTION 11.11

   Benefits of Indenture      67   

SECTION 11.12

   Legal Holidays      67   

SECTION 11.13

   GOVERNING LAW      67   

SECTION 11.14

   Counterparts      67   

 

iii


SECTION 11.15

   Recording of Indenture      67   

SECTION 11.16

   Trust Obligation      68   

SECTION 11.17

   No Petition      68   

SECTION 11.18

   Inspection      68   

SECTION 11.19

   Submission to Jurisdiction; Waiver of Jury Trial      69   

SECTION 11.20

   No Partnership or Joint Venture      69   

SECTION 11.21

   Limitation of Liability of the Owner Trustee      69   

EXHIBITS

     

EXHIBIT A-1

   Form of Class A-1 Note   

EXHIBIT A-2-A

   Form of Class A-2-A Note   

EXHIBIT A-2-B

   Form of Class A-2-B Note   

EXHIBIT A-3

   Form of Class A-3 Note   

EXHIBIT B

   Form of Class B Note   

EXHIBIT C

   Form of Class C Note   

EXHIBIT D

   Form of Class D Note   

EXHIBIT E

   Form of Class E Note   

SCHEDULES

     

SCHEDULE A

   Representations and Warranties of the Issuer   

 

iv


INDENTURE, dated as of January 11, 2017, between AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2017-1, a Delaware statutory trust (the “Issuer”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee (in such capacity, the “Trustee”) and Trust Collateral Agent (in such capacity, the “Trust Collateral Agent”).

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s Class A-1 0.92000% Asset Backed Notes (the “Class A-1 Notes”), the Class A-2-A 1.51% Asset Backed Notes (the “Class A-2-A Notes”), the Class A-2-B Floating Rate Asset Backed Notes (the “Class A-2-B Notes” and together with the Class A-2-A Notes, the “Class A-2 Notes”), Class A-3 1.87% Asset Backed Notes (the “Class A-3 Notes”, and together with the Class A-1 Notes and the Class A-2 Notes, the “Class A Notes”), the Class B 2.30% Asset Backed Notes (the “Class B Notes”), the Class C 2.71% Asset Backed Notes (the “Class C Notes”), the Class D 3.13% Asset Backed Notes (the “Class D Notes”) and the Class E 0.00% Asset Backed Notes (the “Class E Notes” and together with the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes, the “Notes”).

As security for the payment and performance by the Issuer of its obligations under this Indenture and the Notes, the Issuer has agreed to assign the Collateral (as defined below) as collateral to the Trust Collateral Agent for the benefit of the Trustee on behalf of the Noteholders.


GRANTING CLAUSE

The Issuer hereby Grants to the Trust Collateral Agent at the Closing Date, for the benefit of the Issuer Secured Parties, all of the Issuer’s right, title and interest in and to the following property, whether now existing or hereafter acquired or arising (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Issuer in the Financed Vehicles; (c) any proceeds with respect to the Receivables repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; (d) all rights under any Service Contracts on the related Financed Vehicles; (e) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (f) the Trust Accounts and all funds on deposit from time to time in the Trust Accounts, and in all investments and proceeds thereof and all rights of the Issuer therein (including all income thereon); (g) the Issuer’s rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, including the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (h) all items contained in the Receivable Files and any and all other documents that AmeriCredit keeps on file in accordance with its customary procedures relating to the Receivables, the Obligors or the Financed Vehicles; (i) the Issuer’s rights and benefits, but none of its obligations or burdens, under the Sale and Servicing Agreement (including all rights of the Seller under the Purchase Agreement assigned to the Issuer pursuant to the Sale and Servicing Agreement); (j) all of the Issuer’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relative to the property described in (a) through (i); and (k) all present and future claims, demands, causes and choses of action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”).

The foregoing Grant is made in trust to the Trust Collateral Agent, for the benefit of the Trustee on behalf of the Noteholders. The Trust Collateral Agent hereby acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the end that the interests of such parties, recognizing the priorities of their respective interests may be adequately and effectively protected.

 

2


ARTICLE I

Definitions and Incorporation by Reference

SECTION 1.1    Definitions. Except as otherwise specified herein, the following terms have the respective meanings set forth below for all purposes of this Indenture.

Act” has the meaning specified in Section 11.3(a).

Affiliate” means, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. A Person shall not be deemed to be an Affiliate of any person solely because such other Person has the contractual right or obligation to manage such Person unless such other Person controls such Person through equity ownership or otherwise.

Authorized Officer” means, with respect to the Issuer and the Servicer, any officer or agent acting pursuant to a power of attorney of the Owner Trustee or the Servicer, as applicable, who is authorized to act for the Owner Trustee or the Servicer, as applicable, in matters relating to the Issuer and who is identified on the list of Authorized Officers delivered by each of the Owner Trustee and the Servicer to the Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter).

Basic Documents” means this Indenture, the Certificate of Trust, the Trust Agreement (as amended), the Purchase Agreement, the Sale and Servicing Agreement, the Underwriting Agreement, the Asset Representations Review Agreement and other documents and certificates delivered in connection therewith.

Benefit Plan Entity” has the meaning specified in Section 2.4.

Benefit Plan Investor” has the meaning specified in Section 2.4.

Book Entry Notes” means a beneficial interest in the Notes, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 2.10.

Business Day” means any day other than a Saturday, a Sunday, legal holiday or other day on which commercial banking institutions located in Wilmington, Delaware, Fort Worth, Texas, New York, New York or any other location of any successor Servicer, successor Owner Trustee or successor Trust Collateral Agent are authorized or obligated by law, executive order or governmental decree to be closed.

Certificate” means a trust certificate evidencing the beneficial interest of a Certificateholder in the Trust.

 

3


Certificateholder” means the Person in whose name a Certificate is registered on the Certificate Register.

Certificate of Trust” means the certificate of trust of the Issuer substantially in the form of Exhibit B to the Trust Agreement.

Class A Notes” means the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes.

Class A-1 Interest Rate” means 0.92000% per annum (computed on the basis of a 360-day year and the actual number of days in the related Interest Period).

Class A-1 Notes” means the Class A-1 0.92000% Asset Backed Notes, substantially in the form of Exhibit A-1.

Class A-2 Notes” means the Class A-2-A Notes and the Class A-2-B Notes.

Class A-2-A Interest Rate” means 1.51% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months).

Class A-2-A Notes” means the Class A-2-A 1.51% Asset Backed Notes, substantially in the form of Exhibit A-2-A.

Class A-2-B Interest Rate” means the greater of (i) LIBOR plus 0.30% per annum and (ii) 0.00% (computed on the basis of a 360-day year and the actual number of days in the related Interest Period).

Class A-2-B Notes” means the Class A-2-B Floating Rate Asset Backed Notes, substantially in the form of Exhibit A-2-B.

Class A-3 Interest Rate” means 1.87% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months).

Class A-3 Notes” means the Class A-3 1.87% Asset Backed Notes, substantially in the form of Exhibit A-3.

Class B Interest Rate” means 2.30% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months).

Class B Notes” means the Class B 2.30% Asset Backed Notes, substantially in the form of Exhibit B.

Class C Interest Rate” means 2.71% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months).

Class C Notes” means the Class C 2.71% Asset Backed Notes, substantially in the form of Exhibit C.

 

4


Class D Interest Rate” means 3.13% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months).

Class D Notes” means the Class D 3.13% Asset Backed Notes, substantially in the form of Exhibit D.

Class E Interest Rate” means 0.00% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months).

Class E Notes” means the Class E 0.00% Asset Backed Notes, substantially in the form of Exhibit E.

Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.

Clearing Agency Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.

Closing Date” means February 23, 2017.

Code” means the Internal Revenue Code of 1986, as amended from time to time, and Treasury Regulations promulgated thereunder.

Collateral” has the meaning specified in the Granting Clause of this Indenture.

Controlling Party” means the Trust Collateral Agent, acting on behalf of the Noteholders and solely at the prior written direction of the Majority Noteholders.

Corporate Trust Office” means (i) solely with respect to the transfer, surrender, exchange or presentation for final payment of the Notes, 2001 Bryan Street, 9th Floor, Dallas, Texas 75201, Attention: Transfer Unit – AmeriCredit 2017-1 and (ii) for all other purposes, the principal office of the Trustee at which at any particular time its corporate trust business shall be administered which office at date of the execution of this Indenture is located at 101 Barclay Street, 7 West, New York, New York 10286, Attention: Corporate Trust Administration – AmeriCredit 2017-1, or at such other address as the Trustee may designate from time to time by notice to the Noteholders, the Servicer and the Issuer, or the principal corporate trust office of any successor Trustee (the address of which the successor Trustee will notify the Noteholders and the Issuer).

Default” means any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default.

Definitive Notes” has the meaning specified in Section 2.10.

Distribution Date” has the meaning specified in the Sale and Servicing Agreement.

ERISA” has the meaning specified in Section 2.4.

 

5


Event of Default” has the meaning specified in Section 5.1.

Exchange Act” means the Securities Exchange Act of 1934, as amended.

Executive Officer” means, with respect to any corporation, the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, any Executive Vice President, any Senior Vice President, any Vice President, the Secretary or the Treasurer of such corporation; and with respect to any partnership, any general partner thereof.

Final Scheduled Distribution Date” means with respect to (i) the Class A-1 Notes, the February 20, 2018 Distribution Date, (ii) the Class A-2-A Notes, the May 18, 2020 Distribution Date, (iii) the Class A-2-B Notes, the May 18, 2020 Distribution Date, (iv) the Class A-3 Notes, the August 18, 2021 Distribution Date, (v) the Class B Notes, the February 18, 2022 Distribution Date, (vi) the Class C Notes, the August 18, 2022 Distribution Date, (vii) the Class D Notes, the January 18, 2023 Distribution Date and (viii) the Class E Notes, the August 19, 2024 Distribution Date.

Grant” means mortgage, pledge, bargain, warrant, alienate, remise, release, convey, assign, transfer, create, grant a lien upon and a security interest in and right of set-off against, deposit, set over and confirm pursuant to this Indenture. A Grant of the Collateral or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations) of the Granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the Collateral and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring proceedings in the name of the Granting party or otherwise and generally to do and receive anything that the Granting party is or may be entitled to do or receive thereunder or with respect thereto.

Holder” or “Noteholder” means the Person in whose name a Note is registered on the Note Register.

Indebtedness” means, with respect to any Person at any time, (a) indebtedness or liability of such Person for borrowed money whether or not evidenced by bonds, debentures, notes or other instruments, or for the deferred purchase price of property or services (including trade obligations); (b) obligations of such Person as lessee under leases which should have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases; (c) current liabilities of such Person in respect of unfunded vested benefits under plans covered by Title IV of ERISA; (d) obligations issued for or liabilities incurred on the account of such Person; (e) obligations or liabilities of such Person arising under acceptance facilities; (f) obligations of such Person under any guarantees, endorsements (other than for collection or deposit in the ordinary course of business) and other contingent obligations to purchase, to provide funds for payment, to supply funds to invest in any Person or otherwise to assure a creditor against loss; (g) obligations of such Person secured by any lien on property or assets of such Person, whether or not the obligations have been assumed by such Person; or (h) obligations of such Person under any interest rate or currency exchange agreement.

 

6


Indenture” means this Indenture as amended and supplemented from time to time.

Independent” means, when used with respect to any specified Person, that the Person (a) is in fact independent of the Issuer, any other obligor upon the Notes, the Seller and any Affiliate of any of the foregoing Persons, (b) does not have any direct financial interest or any material indirect financial interest in the Issuer, any such other obligor, the Seller or any Affiliate of any of the foregoing Persons and (c) is not connected with the Issuer, any such other obligor, the Seller or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions.

Independent Certificate” means a certificate or opinion to be delivered to the Trust Collateral Agent under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.1, prepared by an Independent appraiser or other expert appointed by an Issuer Order and approved by the Trust Collateral Agent in the exercise of reasonable care, and such opinion or certificate shall state that the signer has read the definition of “Independent” in this Indenture and that the signer is Independent within the meaning thereof.

Interest Rate” means, with respect to the (i) Class A-1 Notes, the Class A-1 Interest Rate, (ii) Class A-2-A Notes, the Class A-2-A Interest Rate, (iii) Class A-2-B Notes, the Class A-2-B Interest Rate, (iv) Class A-3 Notes, the Class A-3 Interest Rate, (v) Class B Notes, the Class B Interest Rate, (vi) Class C Notes, the Class C Interest Rate, (vii) Class D Notes, the Class D Interest Rate and (viii) Class E Notes, the Class E Interest Rate.

Issuer” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein and required by the TIA, each other obligor on the Notes.

Issuer Order” and “Issuer Request” means a written order or request signed in the name of the Issuer by any one of its Authorized Officers and delivered to the Trustee, the Trust Collateral Agent or the Note Paying Agent.

Issuer Secured Parties” means the Trustee in respect of the Trustee Issuer Secured Obligations.

Majority Noteholders” means the Holders of Notes representing a majority of the principal balance of the most senior Class of Notes then outstanding; provided, that neither Holders of Notes who are employees or Affiliates of the Issuer, the Seller, the Servicer or General Motors Financial Company, Inc. nor the Notes held by such Holders shall be counted when calculating such majority of the related principal balance.

Note” means a Class A-1 Note, a Class A-2 Note, a Class A-3 Note, a Class B Note, a Class C Note, a Class D Note or a Class E Note.

Note Owner” means, with respect to a Book Entry Note, the person who is the owner of such Book Entry Note, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency).

 

7


Note Paying Agent” means the Trustee or any other Person that meets the eligibility standards for the Trustee specified in Section 6.11 and is authorized by the Issuer to make the payments to and distributions from the Collection Account and the Note Distribution Account, including payment of principal of or interest on the Notes on behalf of the Issuer.

Note Register” and “Note Registrar” have the respective meanings specified in Section 2.4.

Notice of Default” has the meaning set forth in Section 5.1 hereof.

Officer’s Certificate” means a certificate signed by any Authorized Officer of the Issuer, under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.1 and TIA § 314, and delivered to the Trustee or the Trust Collateral Agent. Unless otherwise specified, any reference in this Indenture to an Officer’s Certificate shall be to an Officer’s Certificate of any Authorized Officer of the Issuer.

Opinion of Counsel” means one or more written opinions of counsel who may, except as otherwise expressly provided in this Indenture, be employees of or counsel to the Issuer and who shall be satisfactory to the Trustee, and which shall comply with any applicable requirements of Section 11.1, and shall be in form and substance satisfactory to the Trustee.

Outstanding” means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture except:

(i)    Notes theretofore canceled by the Note Registrar or delivered to the Note Registrar for cancellation;

(ii)    Notes or portions thereof the payment for which money in the necessary amount has been theretofore deposited with the Trustee or any Note Paying Agent in trust for the Noteholders (provided, however, that if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor, satisfactory to the Trustee); and

(iii)    Notes in exchange for or in lieu of other Notes which have been authenticated and delivered pursuant to this Indenture unless proof satisfactory to the Trustee is presented that any such Notes are held by a bona fide purchaser;

provided, however, that in determining whether the Holders of the requisite Outstanding Amount of the Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder or under any Basic Document, Notes owned by the Issuer, any other obligor upon the Notes, the Seller or any Affiliate of any of the foregoing Persons shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee or the Trust Collateral Agent, as applicable, shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes that a Responsible Officer of the Trustee or the Trust Collateral Agent, as applicable, either actually knows to be so owned or has received written notice thereof shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Issuer, any other obligor upon the Notes, the Seller or any Affiliate of any of the foregoing Persons.

 

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Outstanding Amount” means the aggregate principal amount of all Notes, or class of Notes, as applicable, Outstanding at the date of determination.

Predecessor Note” means, with respect to any particular Note, every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purpose of this definition, any Note authenticated and delivered under Section 2.5 in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note.

Proceeding” means any suit in equity, action at law or other judicial or administrative proceeding.

Prohibited Transaction Class Exemption” means U.S. Department of Labor prohibited transaction class exemption 84-14, 90-1, 91-38, 95-60 or 96-23, or any similar prohibited transaction class exemption issued by the U.S. Department of Labor.

Rating Agency” means each of Fitch and Standard & Poor’s so long as such Persons maintain a rating on the Notes; and if any of Fitch or Standard & Poor’s no longer maintains a rating on the Notes, such other nationally recognized statistical rating organization engaged by the Seller.

Rating Agency Condition” means, with respect to any action, that each of Standard & Poor’s and Fitch shall have been given 10 days’ (or such shorter period as shall be acceptable to each Rating Agency) prior notice thereof by AmeriCredit and that (a) with respect to Fitch, such Rating Agency has not notified the Seller, the Servicer, the Owner Trustee and the Trust Collateral Agent (or the Trustee, as applicable) in writing that such action will result in a reduction or withdrawal of the then current rating of any Class of Notes (b) with respect to Standard & Poor’s, such Rating Agency has notified the Seller, the Servicer, the Owner Trustee and the Trust Collateral Agent (or the Trustee, as applicable) in writing that such action will not result in a reduction or withdrawal of the then current rating of any Class of Notes.

Record Date” means, with respect to a Distribution Date or Redemption Date, the close of business on the Business Day immediately preceding such Distribution Date or Redemption Date, unless otherwise specified in this Indenture.

Redemption Date” means in the case of a redemption of the Notes pursuant to Section 10.1(a) or a payment to Noteholders pursuant to Section 10.1(b), the Distribution Date specified by the Servicer or the Issuer pursuant to Section 10.1(a) or 10.1(b) as applicable.

Redemption Price” means (a) in the case of a redemption of the Notes pursuant to Section 10.1(a), an amount equal to the unpaid principal amount of the then outstanding principal amount of each class of Notes being redeemed plus accrued and unpaid interest thereon to but excluding the Redemption Date, or (b) in the case of a payment made to Noteholders pursuant to Section 10.1(b), the amount on deposit in the Note Distribution Account, but not in excess of the amount specified in clause (a) above.

 

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Responsible Officer” means, with respect to the Trustee or the Trust Collateral Agent, any officer within the Corporate Trust Office of the Trustee, including any Executive Vice President, Senior Vice President, Vice President, Assistant Vice President, Assistant Treasurer, Assistant Secretary, or any other officer of the Trustee or the Trust Collateral Agent customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, in each case having direct responsibility for the administration of this Indenture.

Sale and Servicing Agreement” means the Sale and Servicing Agreement, dated as of January 11, 2017, among the Issuer, the Seller, the Servicer and the Trust Collateral Agent, as the same may be amended or supplemented from time to time.

Schedule of Representations” means the Schedule of Representations and Warranties attached hereto as Schedule A.

Similar Law” has the meaning specified in Section 2.4.

STAMP” has the meaning specified in Section 2.4.

State” means any one of the 50 states of the United States of America or the District of Columbia.

Statutory Exemption” means the statutory exemption under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code.

Termination Date” means the date on which the Trustee shall have received payment and performance of all Trustee Issuer Secured Obligations.

Trust Collateral Agent” means, initially, The Bank of New York Mellon, a New York banking corporation, in its capacity as collateral agent on behalf of the Issuer Secured Parties, including its successors-in-interest, until and unless a successor Person shall have become the Trust Collateral Agent pursuant to Section 6.17 hereof, and thereafter “Trust Collateral Agent” shall mean such successor Person.

Trust Estate” means all money, instruments, rights and other property that are subject or intended to be subject to the lien and security interest of this Indenture for the benefit of the Noteholders (including all property and interests Granted to the Trust Collateral Agent), including all proceeds thereof.

Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as amended and as in force on the date hereof, unless otherwise specifically provided.

Trustee” means The Bank of New York Mellon, a New York banking corporation, not in its individual capacity but as trustee under this Indenture, or any successor trustee under this Indenture.

 

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Trustee Issuer Secured Obligations” means all amounts and obligations which the Issuer may at any time owe to or on behalf of the Trustee or the Trust Collateral Agent for the benefit of the Noteholders under this Indenture, the Notes or any Basic Document.

UCC” means, unless the context otherwise requires, the Uniform Commercial Code, as in effect in the relevant jurisdiction, as amended from time to time.

Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Sale and Servicing Agreement or the Trust Agreement.

SECTION 1.2    Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:

Commission” means the Securities and Exchange Commission.

indenture securities” means the Notes.

indenture security holder” means a Noteholder.

indenture to be qualified” means this Indenture.

indenture trustee” or “institutional trustee” means the Trustee.

obligor” on the indenture securities means the Issuer.

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule have the meaning assigned to them by such definitions.

SECTION 1.3    Rules of Construction. Unless the context otherwise requires:

(a)    a term has the meaning assigned to it;

(b)    an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles as in effect from time to time;

(c)    ”or” is not exclusive;

(d)    ”including” means including without limitation; and

(e)    words in the singular include the plural and words in the plural include the singular.

 

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ARTICLE II

The Notes

SECTION 2.1    Form. The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B Notes, the Class A-3 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes, in each case together with the Trustee’s certificate of authentication, shall be in substantially the forms set forth in Exhibits A-1, A-2-A, A-2-B, A-3, B, C, D and E, respectively, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note.

The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibits A-1, A-2-A, A-2-B, A-3, B, C, D and E are part of the terms of this Indenture.

SECTION 2.2    Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile.

Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes.

The Trustee shall, upon receipt of an Issuer Order, authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $182,000,000, Class A-2-A Notes for original issue in an aggregate principal amount of $230,000,000, Class A-2-B Notes for original issue in an aggregate principal amount of $75,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $189,000,000, Class B Notes for original issue in an aggregate principal amount of $73,370,000, Class C Notes for original issue in an aggregate principal amount of $91,080,000, Class D Notes for original issue in an aggregate principal amount of $89,550,000 and Class E Notes for original issue in an aggregate principal amount of $23,780,000. The Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class B Notes, Class C Notes, Class D Notes and Class E Notes outstanding at any time may not exceed such amounts except as provided in Section 2.5.

The Class A-1, Class A-2-A, Class A-2-B, Class A-3, Class B, Class C and Class D Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1,000). The Class E Notes shall be issuable as

 

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registered Notes in the minimum denomination of $100,000 and in integral multiples of $10,000 (except for one Note of the class which may be issued in a denomination other than an integral multiple of $10,000).

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

SECTION 2.3    Temporary Notes. Pending the preparation of Definitive Notes, the Issuer may execute, and upon receipt of an Issuer Order the Trustee shall authenticate and deliver, temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, of the tenor of the Definitive Notes in lieu of which they are issued and with such variations not inconsistent with the terms of this Indenture as the officers executing such Notes may determine, as evidenced by their execution of such Notes.

If temporary Notes are issued, the Issuer will cause Definitive Notes to be prepared without unreasonable delay. After the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of the temporary Notes at the office or agency of the Issuer to be maintained as provided in Section 3.2, without charge to the Noteholder. Upon surrender for cancellation of any one or more temporary Notes, the Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of Definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as Definitive Notes.

SECTION 2.4    Registration; Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Trustee shall be “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar.

If a Person other than the Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Trustee shall have the right to conclusively rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Noteholders of the Notes and the principal amounts and number of such Notes.

Subject to Sections 2.10 and 2.12 hereof, upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.2, if the requirements of Section 8-401(1) of the UCC are met the Issuer shall execute and upon its request the Trustee shall authenticate and the Noteholder shall obtain from the Trustee, in the name of the designated transferee or transferees, one or more new Notes, in any authorized denominations, of the same class and a like aggregate principal amount.

 

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At the option of the Noteholder, Notes may be exchanged for other Notes in any authorized denominations, of the same class and a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, subject to Sections 2.10 and 2.12 hereof, if the requirements of Section 8-401(1) of the UCC are met the Issuer shall execute and upon its request the Trustee shall authenticate and the Noteholder shall obtain from the Trustee, the Notes which the Noteholder making the exchange is entitled to receive.

All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.

Every Note presented or surrendered for registration of transfer or exchange shall be (i) duly endorsed by, or be accompanied by a written instrument of transfer in the forms attached to Exhibits A-1, A-2-A, A-2-B, A-3, B, C, D and E duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar which requirements include membership or participation in Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Trustee may require.

Notwithstanding the foregoing, in the case of any sale or other transfer of a Class A Note, Class B Note, Class C Note or Class D Note that is a Definitive Note, the prospective transferee of such Definitive Note shall be required to represent and warrant in writing to the Note Registrar that it is not, and is not acting on behalf of or investing the assets of, (a) an “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), that is subject to the fiduciary responsibility provisions of Title I of ERISA, (b) a “plan” (as defined in section 4975(e)(1) of the Code), that is subject to Section 4975 of the Code, (c) an entity whose underlying assets are deemed to be assets of an employee benefit plan or a plan described in (a) or (b) above by reason of such employee benefit plan’s or plan’s investment in the entity (collectively, a “Benefit Plan Investor”) or (d) an employee benefit plan, a plan or other similar arrangement that is not a Benefit Plan Investor but is subject to federal, state, local or non-U.S. laws or regulations substantially similar to Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) (Benefit Plan Investors and plans subject to Similar Law, collectively, a “Benefit Plan Entity”), unless such purchaser’s or transferee’s acquisition, holding and disposition of such Definitive Note is covered by a Prohibited Transaction Class Exemption or the Statutory Exemption or otherwise will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, if it is subject to any Similar Law, such acquisition, holding and disposition will not violate such Similar Law). Each transferee that is a Benefit Plan Entity of a Class A Note, Class B Note, Class C Note or Class D Note that is a Book Entry Note shall be deemed to represent that its acquisition, holding and disposition of the Book Entry Note is covered by a Prohibited Transaction Class Exemption or the Statutory Exemption or otherwise will not constitute or

 

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result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, if it is subject to any Similar Law, such acquisition, holding and disposition will not violate such Similar Law).

Notwithstanding the foregoing, in the case of any sale or other transfer of a Class E Note that is a Definitive Note, the transferee of such Definitive Note shall be required to represent and warrant in writing to the Note Registrar that it is not, and is not acting on behalf of or investing the assets of a Benefit Plan Entity. Each transferee of a Class E Note that is a Book Entry Note shall be deemed to represent that it is not and is not acting on behalf of or investing the assets of a Benefit Plan Entity.

No service charge shall be made to a Noteholder for any registration of transfer or exchange of Notes, but the Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.3 or 9.6 not involving any transfer.

The preceding provisions of this section notwithstanding, the Issuer shall not be required to make and the Note Registrar shall not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

SECTION 2.5    Mutilated, Destroyed, Lost or Stolen Notes. If (a) any mutilated Note is surrendered to the Trustee, or the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (b) there is delivered to the Trustee such security or indemnity as may be required by it to hold the Issuer, the Trust Collateral Agent and the Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Trustee that such Note has been acquired by a bona fide purchaser, and provided that the requirements of Section 8-405 of the UCC are met, the Issuer shall execute and upon its request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within seven days shall be due and payable, or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may direct the Trustee, in writing, to pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date, without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Trustee in connection therewith.

Upon the issuance of any replacement Note under this Section, the Issuer may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trustee) connected therewith.

 

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Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

SECTION 2.6    Persons Deemed Owner. Prior to due presentment for registration of transfer of any Note, the Issuer, the Trustee, the Trust Collateral Agent and any agent of the Issuer, the Trustee or the Trust Collateral Agent may treat the Person in whose name any Note is registered (as of the Record Date) as the owner of such Note for the purpose of receiving payments of principal of and interest, if any on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Issuer, the Trustee, the Trust Collateral Agent nor any agent of the Issuer, the Trustee or the Trust Collateral Agent shall be affected by notice to the contrary.

SECTION 2.7    Payment of Principal and Interest; Defaulted Interest.

(a)    The Notes shall accrue interest as provided in the forms of the Class A-1 Note, the Class A-2-A Note, the Class A-2-B Note, the Class A-3 Note, the Class B Note, the Class C Note, the Class D Note and the Class E Note set forth in Exhibits A-1, A-2-A, A-2-B, A-3, B, C, D and E, respectively, and such interest shall be due and payable on each Distribution Date, as specified therein. Any installment of interest or principal, if any, payable on any Note which is punctually paid or duly provided for by the Issuer on the applicable Distribution Date, shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date, by check mailed first-class, postage prepaid, to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Distribution Date or on the Final Scheduled Distribution Date (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.1(a)) which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.3.

(b)    The principal of each Note shall be payable in installments on each Distribution Date as provided in the forms of the Class A-1 Note, the Class A-2-A Note, the Class A-2-B Note, the Class A-3 Note, the Class B Note, the Class C Note, the Class D Note and the Class E Note, set forth in Exhibits A-1, A-2-A, A-2-B, A-3, B, C, D and E, respectively. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and

 

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payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing, if the Trustee or the Majority Noteholders have declared the Notes to be immediately due and payable in the manner provided in Section 5.2. All principal payments on each class of Notes shall be made pro rata to the Noteholders of such class entitled thereto. Upon written notice from the Issuer, the Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Distribution Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Distribution Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.2.

(c)    If the Issuer defaults in a payment of interest on the Notes, and such default is waived by the Controlling Party, acting at the direction of the Majority Noteholders, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on the immediately following Distribution Date, and, if such amount is not paid on such following Distribution Date, then on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder and the Trustee a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

SECTION 2.8    Cancellation. All Notes surrendered for payment, registration of transfer, exchange or redemption shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly canceled by the Trustee. The Issuer may at any time deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly canceled by the Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes canceled as provided in this Section, except as expressly permitted by this Indenture. All canceled Notes may be held or disposed of by the Trustee in accordance with its standard retention or disposal policy as in effect at the time unless the Issuer shall timely direct by an Issuer Order that they be destroyed or returned to it; provided that such Issuer Order is timely and the Notes have not been previously disposed of by the Trustee.

SECTION 2.9    Release of Collateral. The Trust Collateral Agent shall, on the earlier of (a) the Termination Date or (b) the Redemption Date (if the Notes are redeemed in full on such date), in either such case, so long as any amounts due to the Trustee or the Trust Collateral Agent pursuant to the Basic Documents have been paid in full, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Estate from the lien created by this Indenture and deposit in the Collection Account any funds then on deposit in any other Trust Account.

 

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SECTION 2.10    Book-Entry Notes. The Class A Notes, Class B Notes, Class C Notes, Class D Notes and Class E Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to Note Owners pursuant to Section 2.12:

(a)    the provisions of this Section shall be in full force and effect;

(b)    the Note Registrar and the Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole Holder of the Notes, and shall have no obligation to the Note Owners;

(c)    to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;

(d)    the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants;

(e)    whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders evidencing a specified percentage of the Outstanding Amount of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Trustee; and

(f)    Note Owners may receive copies of any reports sent to Noteholders pursuant to this Indenture, upon written request, together with a certification that they are Note Owners and payment of reproduction and postage expenses associated with the distribution of such reports, from the Trustee at the Corporate Trust Office.

SECTION 2.11    Notices to Clearing Agency. Whenever a notice or other communication to the Noteholders is required under this Indenture, unless and until Definitive Notes shall have been issued to Note Owners pursuant to Section 2.12, the Trustee shall give all such notices and communications specified herein to be given to the Noteholders to the Clearing Agency, and shall have no obligation to the Note Owners.

SECTION 2.12    Definitive Notes. If (a) the Servicer advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes representing the Book Entry Notes, and the Servicer is unable to locate a qualified successor or (b) after the occurrence of an Event of Default, the Majority Noteholders advise the Trustee through the Clearing Agency in writing that the continuation of a book-entry

 

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system through the Clearing Agency is no longer in the best interests of the Note Owners, then the Clearing Agency shall notify all Note Owners and the Trustee of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Trustee of the typewritten Note or Notes representing the Book Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. Additionally, the Holder of a Class E Note who is not eligible to hold such Class E Note through the Clearing Agency may instruct the Trustee to issue a Definitive Note in accordance with Section 2.4 hereof. None of the Issuer, the Note Registrar or the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Trustee and the Trust Collateral Agent shall recognize the Holders of the Definitive Notes as Noteholders.

ARTICLE III

Covenants

SECTION 3.1    Payment of Principal and Interest. The Issuer will duly and punctually pay the principal of and interest on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, the Issuer will cause to be distributed all amounts on deposit in the Note Distribution Account on a Distribution Date deposited therein pursuant to the Sale and Servicing Agreement (a) for the benefit of the Class A-l Notes, to Class A-1 Noteholders, (b) for the benefit of the Class A-2 Notes, to Class A-2 Noteholders, (c) for the benefit of the Class A-3 Notes, to Class A-3 Noteholders, (d) for the benefit of the Class B Notes, to the Class B Noteholders, (e) for the benefit of the Class C Notes, to the Class C Noteholders, (f) for the benefit of the Class D Notes, to the Class D Noteholders, and (g) for the benefit of the Class E Notes, to the Class E Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuer to such Noteholder for all purposes of this Indenture.

SECTION 3.2    Maintenance of Office or Agency. The Issuer will maintain in Dallas, Texas, an office or agency where Notes may be surrendered for registration of transfer or exchange, and an office in New York, New York where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer hereby initially appoints the Trustee to serve as its agent for the foregoing purposes. The Issuer will give prompt written notice to the Trustee of the location, and of any change in the location, of any such office or agency. If at any time the Issuer shall fail to maintain any such office or agency or shall fail to furnish the Trustee with the address thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Issuer hereby appoints the Trustee as its agent to receive all such surrenders, notices and demands.

SECTION 3.3    Money for Payments to be Held in Trust. On or before each Distribution Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Distribution Account from the Collection Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless the Note Paying Agent is the Trustee) shall promptly notify the Trustee of its action or failure so to act.

 

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The Issuer will cause each Note Paying Agent other than the Trustee or the Trust Collateral Agent to execute and deliver to the Trustee an instrument in which such Note Paying Agent shall agree with the Trustee (and if the Trustee or the Trust Collateral Agent acts as Note Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Note Paying Agent will:

(a)    hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;

(b)    give the Trustee (unless it is the same entity) written notice of any default by the Issuer (or any other obligor upon the Notes) of which it has actual knowledge in the making of any payment required to be made with respect to the Notes;

(c)    at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Note Paying Agent;

(d)    immediately resign as a Note Paying Agent and forthwith pay to the Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards required to be met by a Note Paying Agent at the time of its appointment; and

(e)    comply with all requirements of the Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Note Paying Agent to pay to the Trustee all sums held in trust by such Note Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which the sums were held by such Note Paying Agent; and upon such a payment by any Note Paying Agent to the Trustee, such Note Paying Agent shall be released from all further liability with respect to such money.

Subject to applicable laws with respect to the escheat of funds, any money held by the Trustee, the Trust Collateral Agent or any Note Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on Issuer Request and shall be deposited by the Trustee in the Collection Account; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Trustee, the Trust Collateral Agent or such Note Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Trustee, the Trust Collateral Agent or such Note Paying Agent, before being required to make any such repayment, shall at the expense of the Issuer cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in New York, New York,

 

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notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Trustee or the Trust Collateral Agent shall also adopt and employ, at the expense of the Issuer, any other reasonable means of notification of such repayment it chooses, if any (including, but not limited to, mailing notice of such repayment to Holders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Trustee or of any Note Paying Agent, at the last address of record for each such Holder).

SECTION 3.4    Existence. Except as otherwise permitted by the provisions of Section 3.10, the Issuer will keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware (unless it becomes, or any successor Issuer hereunder is or becomes, organized under the laws of any other state or of the United States of America, in which case the Issuer will keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, the Collateral and each other instrument or agreement included in the Trust Estate.

SECTION 3.5    Protection of Trust Estate. The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Issuer Secured Parties to be prior to all other liens in respect of the Trust Estate, and the Issuer shall take all actions necessary to obtain and maintain, in favor of the Trust Collateral Agent, for the benefit of the Issuer Secured Parties, a first lien on and a first priority, perfected security interest in the Trust Estate. The Issuer will from time to time prepare (or shall cause to be prepared), execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, and will take such other action necessary or advisable to:

(a)    Grant more effectively all or any portion of the Trust Estate;

(b)    maintain or preserve the lien and security interest (and the priority thereof) in favor of the Trust Collateral Agent for the benefit of the Issuer Secured Parties created by this Indenture or carry out more effectively the purposes hereof;

(c)    perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture;

(d)    enforce any of the Collateral;

(e)    preserve and defend title to the Trust Estate and the rights of the Trust Collateral Agent in such Trust Estate against the claims of all persons and parties; and

(f)    pay all taxes or assessments levied or assessed upon the Trust Estate when due.

If at the time the Servicer ceases to act as Servicer, in accordance with Section 9.2 or Section 8.6 of the Sale and Servicing Agreement, no Person has accepted its appointment as successor Servicer, the Issuer hereby designates the Trust Collateral Agent its agent and attorney-in-fact to execute any financing statement, continuation statement or other instrument required by the Trust Collateral Agent pursuant to this Section.

 

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SECTION 3.6    Opinions as to Trust Estate.

(a)    On the Closing Date, the Issuer shall furnish to the Trustee and the Trust Collateral Agent an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the filing of any financing statements and continuation statements, as are necessary to perfect and make effective the first priority lien and security interest in favor of the Trust Collateral Agent, for the benefit of the Issuer Secured Parties, created by this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective.

(b)    Within 120 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after the Closing Date, the Issuer shall furnish to the Trustee and Trust Collateral Agent an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the filing of any financing statements and continuation statements as are necessary to maintain the lien and security interest created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and perfected security interest of this Indenture until January 31 in the following calendar year.

SECTION 3.7    Performance of Obligations; Servicing of Receivables.

(a)    The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as ordered by any bankruptcy or other court or as expressly provided in this Indenture, the Basic Documents or such other instrument or agreement.

(b)    The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Trustee in an Officer’s Certificate of the Issuer shall be deemed to be actions taken by the Issuer. Initially, the Issuer has contracted with the Servicer to assist the Issuer in performing its duties under this Indenture.

 

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(c)    The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic Documents and in the instruments and agreements included in the Trust Estate, including, but not limited to, preparing (or causing to prepared) and filing (or causing to be filed) all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Basic Document or any provision thereof without the consent of the Trustee or the Majority Noteholders.

(d)    If a Responsible Officer (as defined in the Trust Agreement) of the Owner Trustee shall have actual knowledge of the occurrence of a Servicer Termination Event under the Sale and Servicing Agreement, the Issuer shall promptly notify the Trustee and the Rating Agencies thereof in accordance with Section 11.4, and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If a Servicer Termination Event shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure.

(e)    The Issuer agrees that it will not waive timely performance or observance by the Servicer, AmeriCredit or the Seller of their respective duties under the Basic Documents if the effect thereof would adversely affect the Holders of the Notes.

SECTION 3.8    Negative Covenants. So long as any Notes are Outstanding, the Issuer shall not:

(a)    except as expressly permitted by this Indenture or the Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Controlling Party;

(b)    claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; or

(c)    (i) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien in favor of the Trust Collateral Agent created by this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (ii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on a Financed Vehicle and arising solely as a result of an action or omission of the related Obligor), (iii) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust Estate, or (iv) except as otherwise expressly provided therein, amend, modify or fail to comply with the provisions of the Basic Documents without the prior written consent of the Controlling Party.

 

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SECTION 3.9    Annual Statement as to Compliance. An Authorized Officer of the Servicer, on behalf of the Issuer, will deliver to the Trustee and the Trust Collateral Agent, within 120 days after the end of each fiscal year of the Issuer (commencing with the fiscal year ended December 31, 2017), and otherwise in compliance with the requirements of TIA Section 314(a)(4) an Officer’s Certificate stating, as to the Authorized Officer signing such Officer’s Certificate, that

(a)    a review of the activities of the Issuer during such year and of performance under this Indenture has been made under such Authorized Officer’s supervision; and

(b)    to the best of such Authorized Officer’s knowledge, based on such review, the Issuer has complied with all conditions and covenants under this Indenture and the other Basic Documents throughout such year, or, if there has been a default in the compliance of any such condition or covenant, specifying each such default known to such Authorized Officer and the nature and status thereof.

SECTION 3.10    Issuer May Consolidate, Etc. Only on Certain Terms.

(a)    The Issuer shall not consolidate or merge with or into any other Person, unless:

(i)    the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any state and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein;

(ii)    immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

(iii)    the Rating Agency Condition shall have been satisfied with respect to such transaction;

(iv)    the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Trustee) to the effect that such transaction will not for federal income tax purposes cause the Issuer to be treated as an association (or publicly traded partnership) taxable as a corporation, create a reissuance of the Notes or cause the Notes that were characterized as debt at the time of their issuance to fail to qualify as debt;

(v)    any action as is necessary to maintain the lien and security interest created by this Indenture shall have been taken;

 

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(vi)    the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation or merger and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act); and

(vii)    the Issuer or the Person (if other than the Issuer) formed by or surviving such consolidation or merger has a net worth, immediately after such consolidation or merger, that is (A) greater than zero and (B) not less than the net worth of the Issuer immediately prior to giving effect to such consolidation or merger.

(b)    The Issuer shall not convey or transfer all or substantially all of its properties or assets, including those included in the Trust Estate, to any Person, unless

(i)    the Person that acquires by conveyance or transfer the properties and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any state, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and each of the Basic Documents on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agree to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) expressly agree by means of such supplemental indenture that such Person (or if a group of persons, then one specified Person) shall prepare (or cause to be prepared) and make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes;

(ii)    immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

(iii)    the Rating Agency Condition shall have been satisfied with respect to such transaction;

(iv)    the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Trustee) to the effect that such transaction will not for federal income tax purposes, cause the Issuer to be treated as an association (or publicly traded partnership) taxable as a corporation, create a reissuance of the Notes or cause the Notes that were characterized as debt at the time of their issuance to fail to qualify as debt;

(v)    any action as is necessary to maintain the lien and security interest created by this Indenture shall have been taken;

 

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(vi)    the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act); and

(vii)    the Issuer or the Person (if other than the Issuer) formed by or surviving such conveyance or transfer has a net worth, immediately after such conveyance or transfer, that is (A) greater than zero and (B) not less than the net worth of the Issuer immediately prior to giving effect to such conveyance or transfer.

SECTION 3.11    Successor or Transferee.

(a)    Upon any consolidation or merger of the Issuer in accordance with Section 3.10(a), the Person formed by or surviving such consolidation or merger (if other than the Issuer) shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such Person had been named as the Issuer herein.

(b)    Upon a conveyance or transfer of all the assets and properties of the Issuer pursuant to Section 3.10(b), AmeriCredit Automobile Receivables Trust 2017-1 will be released from every covenant and agreement of this Indenture to be observed or performed on the part of the Issuer with respect to the Notes immediately upon the delivery of written notice to the Trustee stating that AmeriCredit Automobile Receivables Trust 2017-1 is to be so released.

SECTION 3.12    No Other Business. The Issuer shall not engage in any business other than financing, purchasing, owning, selling and managing the Receivables in the manner contemplated by this Indenture and the Basic Documents and activities incidental thereto.

SECTION 3.13    No Borrowing. The Issuer shall not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any Indebtedness except for (i) the Notes and (ii) any other Indebtedness permitted by or arising under the Basic Documents. The proceeds of the Notes shall be used exclusively to fund the Issuer’s purchase of the Receivables and the other assets specified in the Sale and Servicing Agreement, to fund the Reserve Account and to pay the Issuer’s organizational, transactional and start-up expenses.

SECTION 3.14    Servicer’s Obligations. The Issuer shall cause the Servicer to comply with Sections 4.9, 4.10 and 4.11 of the Sale and Servicing Agreement.

SECTION 3.15    Guarantees, Loans, Advances and Other Liabilities. Except as contemplated by the Sale and Servicing Agreement or this Indenture, the Issuer shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person.

 

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SECTION 3.16    Capital Expenditures. The Issuer shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty).

SECTION 3.17    Compliance with Laws. The Issuer shall comply with the requirements of all applicable laws, the non-compliance with which would, individually or in the aggregate, materially and adversely affect the ability of the Issuer to perform its obligations under the Notes, this Indenture or any Basic Document.

SECTION 3.18    Restricted Payments. The Issuer shall not, directly or indirectly, (a) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to the Owner Trustee or any owner of a beneficial interest in the Issuer or otherwise with respect to any ownership or equity interest or security in or of the Issuer or to the Servicer, (b) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (c) set aside or otherwise segregate any amounts for any such purpose; provided, however, that the Issuer may make, or cause to be made, distributions to the Servicer, the Owner Trustee, the Trustee and the Certificateholder as permitted by, and to the extent funds are available for such purpose under, the Sale and Servicing Agreement or Trust Agreement. The Issuer will not, directly or indirectly, make payments to or distributions from the Collection Account except in accordance with this Indenture and the Basic Documents.

SECTION 3.19    Notice of Events of Default. Upon a Responsible Officer (as defined in the Trust Agreement) of the Owner Trustee having actual knowledge thereof, the Issuer agrees to give the Trustee and the Rating Agencies prompt written notice of each Event of Default hereunder and each default on the part of the Servicer or the Seller of its obligations under the Sale and Servicing Agreement. In the absence of actual knowledge, the Owner Trustee may conclusively assume that there is no Default or Event of Default.

SECTION 3.20    Further Instruments and Acts. Upon request of the Trustee, the Issuer will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

SECTION 3.21    Amendments of Sale and Servicing Agreement and Trust Agreement. The Issuer shall not agree to any amendment to Section 12.1 of the Sale and Servicing Agreement or Section 10.1 of the Trust Agreement to eliminate the requirements thereunder that the Trustee or the Holders of the Notes consent to amendments thereto as provided therein.

SECTION 3.22    Income Tax Characterization. For purposes of federal income, state and local income and franchise and any other income taxes, the Issuer will treat the Notes that are owned or beneficially owned by a Person other than the Seller or its Affiliates as indebtedness and hereby instructs the Trustee, the Trust Collateral Agent and each Noteholder (or beneficial Note Owner) shall be deemed, by virtue of acquisition of an interest in such Note, to have agreed, to treat the Notes as indebtedness for all applicable tax reporting purposes.

 

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ARTICLE IV

Satisfaction and Discharge

SECTION 4.1    Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.3, 3.4, 3.5, 3.8, 3.10, 3.12, 3.13, 3.20, 3.21 and 3.22, (e) the rights and immunities of the Trustee and the Trust Collateral Agent hereunder (including, without limitation, the rights of the Trustee and the Trust Collateral Agent under Section 6.7) and the obligations of the Trustee under Section 4.2 and (f) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them, and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when

(i)    Either:

(A)    all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.5 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Trustee for cancellation; or

(B)    all Notes not theretofore delivered to the Trustee for cancellation

(1)    have become due and payable,

(2)    will become due and payable at their respective Final Scheduled Distribution Dates within one year, or

(3)    are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer,

and the Issuer, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Trust Collateral Agent cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation when due to the Final Scheduled Distribution Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a)) as the case may be.

(ii)    the Issuer has paid or caused to be paid all amounts owed to the Trustee and the Trust Collateral Agent, including the Trustee Issuer Secured Obligations; and

 

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(iii)    the Issuer has delivered to the Trustee and the Trust Collateral Agent an Officer’s Certificate, an Opinion of Counsel and if required by the TIA, the Trustee or the Trust Collateral Agent an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.1(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. If this Indenture has been satisfied and discharged in accordance with the provisions of Section 4.1(i)(B) then such Opinion of Counsel shall also include an opinion that amounts deposited by the Issuer in accordance with Section 4.1(i)(B) would not be characterized as a voidable preference.

SECTION 4.2    Application of Trust Money. All moneys deposited with the Trustee pursuant to Section 4.1 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes, this Indenture and the other Basic Documents, to the payment, either directly or through any Note Paying Agent, as the Trustee may determine, to the Holders of the particular Notes for the payment or redemption of which such moneys have been deposited with the Trustee, of all sums due and to become due thereon for principal and interest; but such moneys need not be segregated from other funds except to the extent required herein or in the Sale and Servicing Agreement or required by law.

SECTION 4.3    Repayment of Moneys Held by Note Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to the Notes, all moneys then held by any Note Paying Agent other than the Trustee or the Trust Collateral Agent under the provisions of this Indenture with respect to such Notes shall, upon demand of the Issuer, be paid to the Trustee to be held and applied according to Section 3.3 and thereupon such Note Paying Agent shall be released from all further liability with respect to such moneys.

ARTICLE V

Remedies

SECTION 5.1    Events of Default. “Event of Default,” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a)    default in the payment of any interest when it becomes due and payable on (i) the Class A Notes, (ii) if no Class A Notes are outstanding, the Class B Notes, (iii) if no Class A Notes or Class B Notes are outstanding, the Class C Notes, (iv) if no Class A Notes, Class B Notes or Class C Notes are outstanding, the Class D Notes or (v) if no Class A Notes, Class B Notes, Class C Notes or Class D Notes are outstanding, the Class E Notes, and such default, in each case, shall continue for a period of five days; or

(b)    default in the payment of the Outstanding Amount of any Note on the applicable Final Scheduled Distribution Date; or

 

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(c)    default in the observance or performance of any covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with), or any representation or warranty of the Issuer made in this Indenture, in any Basic Document or in any certificate or any other writing delivered pursuant hereto or in connection herewith proving to have been incorrect in any material respect as of the time when the same shall have been made, and such default shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of 30 days (or for such longer period, not in excess of 90 days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within 90 days or less and the Servicer on behalf of the Issuer delivers an Officer’s Certificate to the Trustee to the effect that such default is capable of remedy within 90 days or less and that the Issuer has commenced, or will promptly commence and diligently pursue, all reasonable efforts to remedy such default) after there shall have been given, by registered or certified mail, to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least 25% of the Outstanding Amount of the Notes, a written notice specifying such default or incorrect representation or warranty and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

(d)    the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer or any substantial part of the Trust Estate in an involuntary case under any applicable federal or State bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, or ordering the winding-up or liquidation of the Issuer’s affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

(e)    the commencement by the Issuer of a voluntary case under any applicable federal or State bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Issuer to the entry of an order for relief in an involuntary case under any such law, or the consent by the Issuer to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, or the making by the Issuer of any general assignment for the benefit of creditors, or the failure by the Issuer generally to pay its debts as such debts become due, or the taking of action by the Issuer in furtherance of any of the foregoing; or

(f)    the Issuer becoming taxable as an association or a publicly traded partnership taxable as a corporation for federal or state income tax purposes.

The Issuer shall deliver to the Trustee, within five days after the occurrence thereof, written notice in the form of an Officer’s Certificate of any event which with the giving of notice and the lapse of time would become an Event of Default under clause (iii), its status and what action the Issuer is taking or proposes to take with respect thereto.

 

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SECTION 5.2    Rights Upon Event of Default.

(a)    If an Event of Default shall have occurred and be continuing, the Trustee in its discretion may, or if so requested in writing by the Majority Noteholders shall, declare by written notice to the Issuer that the Notes become, whereupon they shall become, immediately due and payable at par, together with accrued interest thereon.

(b)    At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Majority Noteholders, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if:

(i)    the Issuer has paid or deposited with the Trustee a sum sufficient to pay:

(A)    all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred;

(B)    all sums paid or advanced by the Trustee or the Trust Collateral Agent hereunder and the reasonable compensation, expenses, disbursements, advances and indemnities of the Trustee, the Trust Collateral Agent and their respective agents and counsel; and

(C)    all other outstanding fees and expenses of the Issuer; and

(ii)    all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.13.

No such rescission shall affect any subsequent default or impair any right consequent thereto.

SECTION 5.3    Collection of Indebtedness and Suits for Enforcement by Trustee.

(a)    The Issuer covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable, the Issuer will pay to the Trustee, for the benefit of the Holders of the Notes, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the applicable Interest Rate and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements, advances and indemnities of the Trustee, the Trust Collateral Agent and their respective agents and counsel.

 

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(b)    Each Issuer Secured Party hereby irrevocably and unconditionally appoints the Controlling Party as the true and lawful attorney-in-fact of such Issuer Secured Party for so long as such Issuer Secured Party is not the Controlling Party, with full power of substitution, to execute, acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do in the name of the Controlling Party as well as in the name, place and stead of such Issuer Secured Party such acts, things and deeds for or on behalf of and in the name of such Issuer Secured Party under this Indenture (including specifically under Section 5.4) and under the Basic Documents which such Issuer Secured Party could or might do or which may be necessary, desirable or convenient in such Controlling Party’s sole discretion to effect the purposes contemplated hereunder and under the Basic Documents and, without limitation, following the occurrence of an Event of Default, exercise full right, power and authority to take, or defer from taking, any and all acts with respect to the administration, maintenance or disposition of the Trust Estate.

(c)    If an Event of Default occurs and is continuing, the Trustee may in its discretion, as more particularly provided in Section 5.4, and shall, at the direction of the Majority Noteholders, proceed to protect and enforce its rights and the rights of the Noteholders by such appropriate Proceedings as the Trustee or the Trustee at the direction of such Majority Noteholders shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law.

(d)    Notwithstanding anything to the contrary contained in this Indenture (including, without limitation, Sections 5.4(a), 5.12, 5.13 and 5.17), if the Issuer fails to perform its obligations under Section 10.1(b) hereof when and as due, the Trustee shall, at the written direction of the Majority Noteholders, proceed to protect and enforce its rights and the rights of the Noteholders by such appropriate Proceedings as the Trustee or the Majority Noteholders, shall deem most effective to protect and enforce any such rights, whether for specific performance of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law.

(e)    In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Trust Estate, proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise:

(i)    to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee

 

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(including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence, bad faith or willful misconduct) and of the Noteholders allowed in such Proceedings;

(ii)    unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders in any election of a trustee, a standby trustee or person performing similar functions in any such Proceedings;

(iii)    to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Trustee on their behalf; and

(iv)    to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee or the Noteholders allowed in any Proceedings relative to the Issuer, its creditors and its property;

and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith.

(f)    Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person.

(g)    All rights of action and of asserting claims under this Indenture or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes or the production thereof in any trial or other proceedings relative thereto, and any such action or Proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes.

(h)    In any Proceedings brought by the Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture), the Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such proceedings.

 

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SECTION 5.4    Remedies.

(a)    If an Event of Default shall have occurred and be continuing, the Trustee may, or at the direction of the Majority Noteholders shall, do one or more of the following (subject to Section 5.5):

(i)    institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuer and any other obligor upon such moneys adjudged due;

(ii)    institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate;

(iii)    exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Trustee and the Holders of the Notes; and

(iv)    direct the Trust Collateral Agent to sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that, the Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default unless:

(A)    such Event of Default is of the type described in Section 5.1(a) or (b), or

(B)    either:

(x)    the Holders of 100% of the Outstanding Amount of the Notes consent thereto, or

(y)    the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest, or

(z)    the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Trustee provides prior written notice to the Issuer (who shall deliver such notice to the Rating Agencies) and obtains the consent of Holders of 66-2/3% of the Outstanding Amount of the Notes.

(b)    In determining such sufficiency or insufficiency with respect to clauses (y) and (z), the Trustee may, but need not, obtain and conclusively rely upon an opinion of an Independent investment banking or accounting firm of national reputation (which expense shall be reimbursable pursuant to Section 5.6(a)) as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.

 

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SECTION 5.5    Optional Preservation of the Receivables. If the Notes have been declared to be due and payable under Section 5.2 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Trustee may, but need not, elect to direct the Trust Collateral Agent to maintain possession of the Trust Estate. It is the desire of the parties hereto and the Noteholders that there be at all times sufficient funds for the payment of principal of and interest on the Notes, and the Trustee shall take such desire into account when determining whether or not to direct the Trust Collateral Agent to maintain possession of the Trust Estate. In determining whether to direct the Trust Collateral Agent to maintain possession of the Trust Estate, the Trustee may, but need not, obtain and conclusively rely upon an opinion of an Independent investment banking or accounting firm of national reputation (which expense shall be reimbursable pursuant to Section 5.6(a)) as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.

SECTION 5.6    Priorities.

(a)    Following (i) the acceleration of the Notes pursuant to Section 5.2, (ii) the occurrence of an Event of Default pursuant to Sections 5.1(a), 5.1(b), 5.1(d), 5.1(e) or 5.1(f) of this Indenture or (iii) the receipt of Insolvency Proceeds pursuant to Section 10.1(b) of the Sale and Servicing Agreement, the Available Funds, plus any amounts on deposit in the Reserve Account, including any money or property collected pursuant to Section 5.4 of this Indenture and any such Insolvency Proceeds, shall be applied by the Trust Collateral Agent on the related Distribution Date in the following order of priority:

FIRST: amounts due and owing and required to be distributed to the Servicer (provided there is no Servicer Termination Event), the Asset Representations Reviewer, the Owner Trustee, the Trustee and the Trust Collateral Agent, respectively, pursuant to clauses (i) and (ii) of Section 5.7(a) of the Sale and Servicing Agreement and not previously distributed, ratably and without preference or priority of any kind without regard to any caps set forth in clause (ii) of Section 5.7(a) of the Sale and Servicing Agreement;

SECOND: to the Class A Noteholders for amounts due and unpaid on the Class A Notes in respect of interest (including any premium), ratably by principal balance of such Class A Notes, without preference or priority of any kind, according to the amounts due and payable on the Class A Notes in respect of interest (including any premium);

THIRD: to Holders of the Class A Notes for amounts due and unpaid on the Class A Notes in respect of principal, first, to the Holders of the Class A-1 Notes, until the Outstanding Amount of the Class A-1 Notes is reduced to zero, and second, ratably, without preference or priority of any kind, according to the amounts due and payable to the Holders of the Class A-2 Notes and the Class A-3 Notes, until the aggregate Outstanding Amount of the Class A-2 Notes and the Class A-3 Notes is reduced to zero;

FOURTH: to the Class B Noteholders for amounts due and unpaid on the Class B Notes in respect of interest (including any premium), according to the amounts due and payable on the Class B Notes in respect of interest (including any premium);

 

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FIFTH: to Holders of the Class B Notes for amounts due and unpaid on the Class B Notes in respect of principal, according to the amounts due and payable on the Class B Notes in respect of principal, until the Outstanding Amount of the Class B Notes is reduced to zero;

SIXTH: to the Class C Noteholders for amounts due and unpaid on the Class C Notes in respect of interest (including any premium), according to the amounts due and payable on the Class C Notes in respect of interest (including any premium);

SEVENTH: to Holders of the Class C Notes for amounts due and unpaid on the Class C Notes in respect of principal, according to the amounts due and payable on the Class C Notes in respect of principal, until the Outstanding Amount of the Class C Notes is reduced to zero;

EIGHTH: to the Class D Noteholders for amounts due and unpaid on the Class D Notes in respect of interest (including any premium), according to the amounts due and payable on the Class D Notes in respect of interest (including any premium);

NINTH: to Holders of the Class D Notes for amounts due and unpaid on the Class D Notes in respect of principal, according to the amounts due and payable on the Class D Notes in respect of principal, until the Outstanding Amount of the Class D Notes is reduced to zero;

TENTH: to the Class E Noteholders for amounts due and unpaid on the Class E Notes in respect of interest (including any premium), according to the amounts due and payable on the Class E Notes in respect of interest (including any premium);

ELEVENTH: to Holders of the Class E Notes for amounts due and unpaid on the Class E Notes in respect of principal, according to the amounts due and payable on the Class E Notes in respect of principal, until the Outstanding Amount of the Class E Notes is reduced to zero; and

TWELFTH: to the Certificateholder.

Following the occurrence of an Event of Default pursuant to Section 5.1(c) (unless the Notes have been accelerated), payments on the Notes shall be made in the order and priority set forth in Section 5.7 of the Sale and Servicing Agreement.

(b)    The Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section 5.6. At least 15 days before such record date the Issuer shall mail to each Noteholder and the Trustee a notice that states the record date, the payment date and the amount to be paid.

 

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SECTION 5.7    Limitation of Suits. No Holder of any Note shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(a)    such Holder has previously given written notice to the Trustee of a continuing Event of Default;

(b)    the Holders of not less than 25% of the Outstanding Amount of the Notes have made written request to the Trustee to institute such Proceeding in respect of such Event of Default in its own name as Trustee hereunder;

(c)    such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request;

(d)    the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and

(e)    no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Majority Noteholders;

it being understood and intended that no one or more Noteholders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided.

SECTION 5.8    Unconditional Rights of Noteholders To Receive Principal and Interest. Notwithstanding any other provisions in this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, if any, on such Note on or after the respective due dates thereof expressed in such Note or in this Indenture (or, in the case of redemption, on or after the Redemption Date) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder.

SECTION 5.9    Restoration of Rights and Remedies. If the Controlling Party or any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Trustee or to such Noteholder, then and in every such case the Issuer, the Trustee and the Noteholders shall, subject to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and the Noteholders shall continue as though no such Proceeding had been instituted.

SECTION 5.10    Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Controlling Party or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

 

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SECTION 5.11    Delay or Omission Not a Waiver. No delay or omission of the Trustee, the Trust Collateral Agent, the Controlling Party or any Noteholder to exercise any right or remedy accruing upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Default or Event of Default or an acquiescence therein. Every right and remedy given by this Article V or by law to the Trustee, the Trust Collateral Agent, the Controlling Party or the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee, the Trust Collateral Agent, the Controlling Party or the Noteholders, as the case may be.

SECTION 5.12    Control by Noteholders. The Majority Noteholders shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Trust Collateral Agent, as Controlling Party, or the Trustee, as applicable, with respect to the Notes or exercising any trust or power conferred on the Controlling Party or the Trustee, as applicable; provided that

(a)    such direction shall not be in conflict with any rule of law or with this Indenture;

(b)    subject to the express terms of Section 5.4, any direction to the Trustee to sell or liquidate the Trust Estate shall be by the Noteholders representing not less than 100% of the Outstanding Amount of the Notes;

(c)    if the conditions set forth in Section 5.5 have been satisfied and the Trustee elects to retain the Trust Estate pursuant to such Section, then any direction to the Trustee by Noteholders representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Trust Estate shall be of no force and effect; and

(d)    the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction;

provided, however, that, subject to Article VI, neither the Trustee nor the Trust Collateral Agent need take any action that it determines might involve it in liability, financial or otherwise, without receiving indemnity satisfactory to it, or might materially adversely affect the rights of any Noteholders not consenting to such action.

SECTION 5.13    Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.4, the Majority Noteholders may waive any past Default or Event of Default and its consequences except a Default (a) in payment of principal of or interest on any of the Notes or (b) in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Note. In the case of any such waiver, the Issuer, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto.

Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.

 

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SECTION 5.14    Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Note by such Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs and expenses, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to (a) any suit instituted by the Trustee, (b) any suit instituted by any Noteholder, or group of Noteholders, in each case holding in the aggregate more than 10% of the Outstanding Amount of the Notes or (c) any suit instituted by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the respective due dates expressed in such Note and in this Indenture (or, in the case of redemption, on or after the Redemption Date).

SECTION 5.15    Waiver of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

SECTION 5.16    Action on Notes. The Trustee’s right to seek and recover judgment on the Notes or under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the lien of this Indenture nor any rights or remedies of the Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Trust Estate or upon any of the assets of the Issuer.

SECTION 5.17    Performance and Enforcement of Certain Obligations.

(a)    Promptly following a request from the Trustee to do so and at the Servicer’s expense, the Issuer agrees to take all such lawful action as the Trustee may request to compel or secure the performance and observance by the Seller and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement to the extent and in the manner directed by the Trustee, including the transmission of notices of default on the part of the Seller or the Servicer thereunder and the institution of legal or administrative actions or Proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement.

(b)    If an Event of Default has occurred and is continuing, the Controlling Party may, and, at the written direction of the Holders of 66-2/3% of the Outstanding Amount of the Notes shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the

 

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Issuer against the Seller or the Servicer under or in connection with the Sale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, and any right of the Issuer to take such action shall be suspended.

ARTICLE VI

The Trustee and the Trust Collateral Agent

SECTION 6.1    Duties of Trustee.

(a)    If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and the Basic Documents to which it is a party and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b)    Except during the continuance of an Event of Default:

(i)    the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied duties, covenants or obligations shall be read into this Indenture against the Trustee; and

(ii)    in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; however, the Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture.

(c)    The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(i)    this paragraph does not limit the effect of paragraph (b) of this Section;

(ii)    the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(iii)    the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.12.

(d)    The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer.

 

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(e)    Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement.

(f)    No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is not assured to it.

(g)    Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 6.1 and to the provisions of the TIA.

(h)    The Trustee shall, and hereby agrees that it will, perform all of the obligations and duties required of it under the Sale and Servicing Agreement.

(i)    Without limiting the generality of this Section 6.1, the Trustee shall have no duty (i) to see to any recording, filing or depositing of this Indenture or any agreement referred to herein or any financing statement evidencing a security interest in the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any recording, refiling or redepositing of any thereof, (ii) to see to any insurance of the Financed Vehicles or Obligors or to effect or maintain any such insurance, (iii) to see to the payment or discharge of any tax, assessment or other governmental charge or any Lien or encumbrance of any kind owing with respect to, assessed or levied against any part of the Trust, (iv) to confirm or verify the contents of any reports or certificates delivered to the Trustee pursuant to this Indenture or the Sale and Servicing Agreement believed by the Trustee to be genuine and to have been signed or presented by the proper party or parties, or (v) to inspect the Financed Vehicles at any time or ascertain or inquire as to the performance of observance of any of the Issuer’s, the Seller’s or the Servicer’s representations, warranties or covenants or the Servicer’s duties and obligations as Servicer and as custodian of the Receivable Files under the Sale and Servicing Agreement.

(j)    In no event shall The Bank of New York Mellon, in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee under the Delaware Statutory Trust Statute, common law, or the Trust Agreement or of the Servicer under the Sale and Servicing Agreement (unless it is acting as successor Servicer thereunder or is recording, registering, filing, re-recording, re-filing, or re-registering any financing statement, continuation statement or other instrument required by the Trust Collateral Agent pursuant to Section 3.5 hereof or is taking any action to perfect or re-perfect the security interests in the financed vehicles pursuant to Section 4.5(b) of the Sale and Servicing Agreement).

SECTION 6.2    Rights of Trustee.

(a)    The Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.

 

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(b)    Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officer’s Certificate or Opinion of Counsel.

(c)    The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, AmeriCredit Financial Services, Inc., or any other such agent, attorney, custodian or nominee appointed with due care by it hereunder.

(d)    The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute willful misconduct, negligence or bad faith.

(e)    The Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(f)    The Trustee shall be under no obligation to institute, conduct or defend any litigation under this Indenture or in relation to this Indenture, at the request, order or direction of any of the Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby (including, without limitation, the reasonable fees and expenses of its counsel); provided, however, that the Trustee shall, upon the occurrence of an Event of Default (that has not been cured), exercise the rights and powers vested in it by this Indenture with reasonable care and skill.

(g)    The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Noteholders evidencing not less than 25% of the Outstanding Amount thereof; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture or the Sale and Servicing Agreement, the Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Person making such request, or, if paid by the Trustee, shall be reimbursed by the Person making such request upon demand.

(h)    The Trustee shall not be liable for any losses on investments except for losses resulting from the failure of the Trustee to make an investment in accordance with instructions given in accordance hereunder.

(i)    If the Trustee acts as the Note Paying Agent or Note Registrar, the rights, privileges, immunities, benefits and protections afforded to the Trustee shall be afforded to the Note Paying Agent and Note Registrar as if they were expressly set forth herein for the benefit of the Trustee in such capacity, mutatis mutandis.

 

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(j)    The Trustee shall not be required to take notice or be deemed to have notice or knowledge of any default or Event of Default unless a Responsible Officer of the Trustee shall have received written notice or obtained actual knowledge thereof. In the absence of receipt of such notice or actual knowledge, the Trustee may conclusively assume that there is no default or Event of Default.

(k)    The Trustee shall not be responsible for delays or failures in performance resulting directly or indirectly from forces beyond its control (including, without limitation, acts of God, strikes, work stoppages, accidents, severe weather, floods, nuclear or natural catastrophes, lockouts, riots, civil or military disturbances, acts of war or terrorism, any provision of any present or future law or regulation or any act of any governmental authority, and any interruption, loss or malfunction of utilities, communications, computer services (software or hardware) or Federal Reserve Bank wire service) provided such default or delay could not have been prevented by the taking of commercially reasonable precautions such as the implementation and execution of disaster recovery plans.

(l)    Anything in this Indenture to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect, incidental, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), whether or not any such damages were foreseeable or contemplated, even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(m)    No provision of this Indenture or any other Basic Document shall be deemed to impose any duty or obligation on the Trustee to take or omit to take any action, or suffer any action to be taken or omitted, in the performance of its duties or obligations under the Basic Documents, or to exercise any right or power thereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would violate applicable law binding upon it (which determination may be based on the advice or opinion of its counsel).

(n)    The rights, privileges, protections, immunities and benefits provided to the Trustee hereunder (including but not limited to its right to be indemnified) are extended to, and shall be enforceable by, both the Trustee and the Trust Collateral Agent in each of their capacities hereunder and to each of their officers, directors, and other Persons duly employed by the Trustee or the Trust Collateral Agent as if they were each expressly set forth herein for the benefit of the Trustee and the Trust Collateral Agent in each such capacity, their officers, their directors or their employees, mutatis mutandis.

(o)    The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer’s Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, direction, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, and the Trustee need not investigate any statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the correctness of the opinions expressed therein.

 

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(p)    The right of the Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance or omission of such act.

(q)    The Trustee shall not be required to give any bond or surety.

(r)    In making or disposing of any investment permitted by this Indenture, the Trustee is authorized to deal with itself (in its individual capacity) or with any one or more of its Affiliates, in each case on an arm’s-length basis and on standard market terms, whether it or such Affiliate is acting as a subagent of the Trustee or for any third person or dealing as principal for its own account.

(s)    Delivery of reports, information and documents to the Trustee shall not constitute constructive notice of any information contained therein or determinable from information contained therein (other than any written notices of an Event of Default delivered to a Responsible Officer of the Trustee pursuant to Section 6.2(j)), including the Issuer’s or any other entity’s compliance with any covenants under this Indenture, the Notes or any other related documents. The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuer’s or any other entity’s compliance with the covenants described herein or with respect to any reports or other documents filed under this Indenture, the Notes or any other related document.

(t)    The Trustee shall have the right to require that any directions, instructions or notices provided to it be signed by an Authorized Person (as hereinafter defined), contain such evidence as may be reasonably requested by the Trustee to establish the identity and/or signatures thereon. The identity of such Authorized Persons, as well as their specimen signatures and title, shall be delivered to the Trustee in the list of authorized signers and shall remain in effect until the applicable party, or an entity acting on its behalf, notifies the Trustee of any change thereto (the person(s) so designated from time to time, the “Authorized Persons”).

(u)    To help the U.S. government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When an account is opened, the Trustee will ask for information that will allow the Trustee to identify relevant parties. The parties hereto hereby acknowledge such information disclosure requirements and agree to comply with all such information disclosure requests from time to time from the Trustee.

SECTION 6.3    Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee. Any Trust Collateral Agent, Note Paying Agent, Note Registrar, co-registrar or co-Note Paying Agent may do the same with like rights. However, the Trustee must comply with Sections 6.11 and 6.12.

SECTION 6.4    Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, the Trust Estate or the

 

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Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes, and it shall not be responsible for any statement of the Issuer in this Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication.

SECTION 6.5    Notice of Defaults. If an Event of Default occurs and is continuing and if it is either known by, or written notice of the existence thereof has been delivered to, a Responsible Officer of the Trustee, the Trustee shall mail to each Noteholder notice of the Default within 90 days after such knowledge or notice occurs. Except in the case of a Default in payment of principal of or interest on any Note (including payments pursuant to the mandatory redemption provisions of such Note), the Trustee may withhold the notice to the Noteholder if and so long as it in good faith determines that withholding the notice is in the interests of Noteholders.

SECTION 6.6    Reports by Trustee to Holders. At the end of each calendar year, the Trustee shall deliver to each person who at any time during the calendar year was a Noteholder that requests it in writing, a statement as to the aggregate amounts of interest and principal paid to the Noteholder to the extent required by the Code, and any other information as may be reasonably required to enable such Holder to prepare its federal and state income tax returns.

SECTION 6.7    Compensation and Indemnity.

(a)    Pursuant to Section 5.7(a) of the Sale and Servicing Agreement, the Issuer shall, or shall cause the Servicer to, pay to the Trustee and the Trust Collateral Agent from time to time compensation for its services. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Trustee and the Trust Collateral Agent (subject to any applicable caps) for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s and the Trust Collateral Agent’s agents, counsel, accountants and experts. The Issuer shall cause the Servicer to indemnify the Trustee, the Trust Collateral Agent and their respective officers, directors, employees and agents against any and all loss, liability or expense (including attorneys’ fees and expenses) incurred by each of them in connection with the acceptance or the administration of this Trust and the performance of its duties hereunder. The Trustee or the Trust Collateral Agent shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Trustee or the Trust Collateral Agent to so notify the Issuer and the Servicer shall not relieve the Issuer of its obligations hereunder or the Servicer of its obligations under Article XI of the Sale and Servicing Agreement. The Issuer shall cause the Servicer to defend the claim, and the Trustee or the Trust Collateral Agent may have separate counsel and the Issuer shall cause the Servicer to pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer need to reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee or the Trust Collateral Agent through the Trustee’s or the Trust Collateral Agent’s own willful misconduct, negligence or bad faith.

 

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(b)    The Issuer’s payment obligations to the Trustee or the Trust Collateral Agent pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Trustee or the Trust Collateral Agent. When the Trustee or the Trust Collateral Agent incurs expenses after the occurrence of a Default specified in Section 5.1(d) or (e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency or similar law. Notwithstanding anything else set forth in this Indenture or the Basic Documents, the Trustee agrees that the obligations of the Issuer (but not the Servicer) to the Trustee hereunder and under the Basic Documents shall be recourse to the Trust Estate only and specifically shall not be recourse to the assets of the Certificateholder or any Noteholder. In addition, the Trustee agrees that its recourse to the Issuer, the Trust Estate and the Seller shall be limited to the right to receive the distributions referred to in Section 5.7(a) of the Sale and Servicing Agreement.

SECTION 6.8    Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer. The Issuer may and shall, remove the Trustee, if:

(a)    the Trustee fails to comply with Section 6.11;

(b)    a court having jurisdiction in the premises in respect of the Trustee in an involuntary case or proceeding under federal or State banking or bankruptcy laws, as now or hereafter constituted, or any other applicable federal or State bankruptcy, insolvency or other similar law, shall have entered a decree or order granting relief or appointing a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or similar official) for the Trustee or for any substantial part of the Trustee’s property, or ordering the winding-up or liquidation of the Trustee’s affairs;

(c)    an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future federal or State bankruptcy, insolvency or similar law is commenced with respect to the Trustee and such case is not dismissed within 60 days;

(d)    the Trustee commences a voluntary case under any federal or state banking or bankruptcy laws, as now or hereafter constituted, or any other applicable federal or State bankruptcy, insolvency or other similar law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or other similar official) for the Trustee or for any substantial part of the Trustee’s property, or makes any assignment for the benefit of creditors or fails generally to pay its debts as such debts become due or takes any action in furtherance of any of the foregoing; or

(e)    the Trustee otherwise becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the

 

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retiring Trustee under this Indenture subject to satisfaction of the Rating Agency Condition. The successor Trustee shall mail a notice of its succession to the Noteholders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the Majority Noteholders may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 6.8, the appointment of a successor Trust Collateral Agent pursuant to Section 6.17 and payment of all fees, expenses and indemnities owed to the outgoing Trustee and Trust Collateral Agent.

Notwithstanding the replacement of the Trustee pursuant to this Section, the Issuer’s and the Servicer’s obligations under Section 6.7 shall continue for the benefit of the retiring Trustee.

The Issuer shall pay any costs and expenses associated with the replacement of the Trustee. To the extent the Issuer fails to pay such costs and expenses on or before the Distribution Date following the replacement of the Trustee, the Depositor shall pay such amount then outstanding.

SECTION 6.9    Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association, without any further act shall be the successor Trustee. The Trustee shall provide prior written notice of any such transaction to the Issuer (who shall deliver such notice to the Rating Agencies).

In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Trustee shall have.

SECTION 6.10    Appointment of Co-Trustee or Separate Trustee.

(a)    Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, or separate

 

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trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8 hereof.

(b)    Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(i)    all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee;

(ii)    no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder, including acts or omissions of predecessor or successor trustees; and

(iii)    the Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.

(c)    Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument shall be filed with the Trustee.

(d)    Any separate trustee or co-trustee may at any time constitute the Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, dissolve, become insolvent, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall invest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

 

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(e)    Any and all amounts relating to the fees and expenses of the co-trustee or separate trustee will be borne by the Trust Estate.

SECTION 6.11    Eligibility: Disqualification. The Trustee shall at all times satisfy the requirements of TIA § 310(a). The Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition and it shall have a long-term debt rating of BBB, or an equivalent rating, or better by the Rating Agencies. The Trustee shall comply with TIA § 310(b), including the optional provision permitted by the second sentence of TIA § 310(b)(9); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.

Within 90 days after ascertaining the occurrence of an Event of Default which shall not have been cured or waived, unless authorized by the Commission, the Trustee shall resign with respect to the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and/or the Class E Notes in accordance with Section 6.8 of this Indenture, and the Issuer shall appoint a successor Trustee for each of such Classes, as applicable, so that there will be separate Trustees for the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes. In the event the Trustee fails to comply with the terms of the preceding sentence, the Trustee shall comply with clauses (ii) and (iii) of TIA Section 310(b).

In the case of the appointment hereunder of a successor Trustee with respect to any Class of Notes pursuant to this Section 6.11, the Issuer, the retiring Trustee and the successor Trustee with respect to such Class of Notes shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (i) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, the successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Notes of the Class to which the appointment of such successor Trustee relates, (ii) if the retiring Trustee is not retiring with respect to all Classes of Notes, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Notes of each Class as to which the retiring Trustee is not retiring shall continue to be vested in the Trustee and (iii) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be a trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the removal of the retiring Trustee shall become effective to the extent provided herein.

SECTION 6.12    Preferential Collection of Claims Against Issuer. The Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a).

SECTION 6.13    Appointment and Powers. Subject to the terms and conditions hereof, each of the Issuer Secured Parties hereby appoints The Bank of New York Mellon, as the Trust Collateral Agent with respect to the Collateral, and The Bank of New York Mellon hereby accepts such appointment and agrees to act as Trust Collateral Agent with respect to the

 

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Collateral for the Issuer Secured Parties, to maintain custody and possession of such Collateral (except as otherwise provided hereunder) and to perform the other duties of the Trust Collateral Agent in accordance with the provisions of this Indenture and the other Basic Documents. Each Issuer Secured Party hereby authorizes the Trust Collateral Agent to take such action on its behalf, and to exercise such rights, remedies, powers and privileges hereunder, as the Trustee may direct and as are specifically authorized to be exercised by the Trust Collateral Agent by the terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto, including, but not limited to, the execution of any powers of attorney. The Trust Collateral Agent shall act upon and in compliance with the written instructions of the Controlling Party delivered pursuant to this Indenture promptly following receipt of such written instructions; provided that neither the Trustee nor the Trust Collateral Agent shall act upon its own accord or in accordance with any instructions (a) if such actions are not authorized by, or in violation of the provisions of, this Indenture, (b) if such actions are in violation of any applicable law, rule or regulation or (c) with respect to actions for which the Trustee has been directed to act but for which the Trustee has not received reasonable indemnity. Receipt of such instructions shall not be a condition to the exercise by the Trust Collateral Agent of its express duties hereunder, except where this Indenture provides that the Trust Collateral Agent is permitted to act only following and in accordance with such instructions.

SECTION 6.14    Performance of Duties.

(a)    Neither the Trust Collateral Agent nor the Trustee shall have any duties or responsibilities except those expressly set forth in this Indenture and the other Basic Documents to which the Trust Collateral Agent or the Trustee is a party or as directed by the Controlling Party in accordance with this Indenture. Neither the Trust Collateral Agent nor the Trustee shall be required to take any discretionary actions hereunder except at the written direction and with reasonable security and indemnity satisfactory to the Trust Collateral Agent or the Trustee, as applicable. The Trust Collateral Agent and the Trustee shall, and hereby agree that each will, subject to this Article, perform all of their respective duties and obligations required of it under the Sale and Servicing Agreement.

(b)    The Trust Collateral Agent and the Trustee hereby covenant that it will provide prompt written notice to the Seller and the Servicer upon actual knowledge by a Responsible Officer of any instances of non-compliance by the Trust Collateral Agent or the Trustee, as applicable, with this Indenture or the other Basic Documents to which the Trust Collateral Agent or the Trustee, as applicable, is a party.

SECTION 6.15    Limitation on Liability. None of the Trustee, the Trust Collateral Agent or any of their respective directors, officers or employees shall be liable for any action taken or omitted to be taken by it or them hereunder, or in connection herewith, except that the Trustee and the Trust Collateral Agent shall be liable for its own negligence, bad faith or willful misconduct; nor shall the Trustee or the Trust Collateral Agent be responsible for the validity, effectiveness, value, sufficiency or enforceability against the Issuer of this Indenture or any of the Collateral (or any part thereof). Further, neither the Trustee nor the Trust Collateral Agent shall have any duty, responsibility or obligation to (or liability for failing to) monitor, supervise, confirm, verify, notify regarding or otherwise enforce the requirements or commitments applicable to any Person arising under, related to or otherwise in connection with any provision

 

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of this Indenture or any law, rule or regulation in connection with risk retention. Notwithstanding any term or provision of this Indenture, neither the Trustee nor the Trust Collateral Agent shall incur any liability to the Issuer or the Issuer Secured Parties for any action taken or omitted by the Trustee or the Trust Collateral Agent in connection with the Collateral, except for the negligence, bad faith or willful misconduct on the part of the Trustee or the Trust Collateral Agent, and, further, neither the Trustee nor the Trust Collateral Agent shall incur any liability to the Issuer Secured Parties except for negligence, bad faith or willful misconduct in carrying out its duties to the Issuer Secured Parties. The Trustee and the Trust Collateral Agent shall be protected and shall incur no liability to any such party in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document reasonably believed by the Trustee or the Trust Collateral Agent to be genuine and to have been duly executed by the appropriate signatory, and (absent actual knowledge to the contrary by a Responsible Officer of the Trustee or the Trust Collateral Agent) neither the Trustee nor the Trust Collateral Agent shall be required to make any independent investigation with respect thereto. The Trustee and the Trust Collateral Agent shall at all times be free independently to establish to its reasonable satisfaction, but shall have no duty to independently verify, the existence or nonexistence of facts that are a condition to the exercise or enforcement of any right or remedy hereunder or under any of the Basic Documents. The Trustee and the Trust Collateral Agent may consult with counsel, and shall not be liable for any action taken or omitted to be taken by it hereunder in good faith and in accordance with the advice or opinion of such counsel. Neither the Trustee nor the Trust Collateral Agent shall be under any obligation to exercise any of the remedial rights or powers vested in it by this Indenture or to follow any direction from the Trustee (at the direction of the Noteholders) or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder unless it shall have received reasonable security or indemnity satisfactory to the Trustee or the Trust Collateral Agent, as applicable, against the costs, expenses and liabilities which might be incurred by it.

SECTION 6.16    Reliance Upon Documents. In the absence of negligence, bad faith or willful misconduct on its part, the Trust Collateral Agent shall be entitled to conclusively rely on any communication, instrument, paper or other document reasonably believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons and shall have no liability in acting, or omitting to act, where such action or omission to act is in reasonable reliance upon any statement or opinion contained in any such document or instrument.

SECTION 6.17    Successor Trust Collateral Agent.

(a)    Merger. Any Person into which the Trust Collateral Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its trust business and assets as a whole or substantially as a whole, or any Person resulting from any such conversion, merger, consolidation, sale or transfer to which the Trust Collateral Agent is a party, shall (provided it is otherwise qualified to serve as the Trust Collateral Agent hereunder) be and become a successor Trust Collateral Agent hereunder and be vested with all of the title to and interest in the Collateral and all of the trusts, powers, discretions, immunities, privileges and other matters as was its predecessor without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the

 

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contrary notwithstanding, except to the extent, if any, that any such action is necessary to perfect, or continue the perfection of, the security interest of the Issuer Secured Parties in the Collateral; provided that any such successor shall also be the successor Trustee under Section 6.9.

(b)    Resignation. The Trust Collateral Agent and any successor Trust Collateral Agent may resign at any time by so notifying the Issuer; provided that the Trust Collateral Agent shall not so resign unless it shall also resign as Trustee hereunder.

(c)    Removal. The Trust Collateral Agent shall automatically be removed at any time that the Trustee has resigned or has been removed in accordance with Section 6.8; provided, however, if at any time the Trust Collateral Agent and the Trustee are separate entities, the Trust Collateral Agent may be removed by the Trustee at any time, with or without cause, by an instrument or concurrent instruments in writing delivered to the Trust Collateral Agent, the other Issuer Secured Party and the Issuer. A temporary successor may be removed at any time to allow a successor Trust Collateral Agent to be appointed pursuant to subsection (d) below. Any removal pursuant to the provisions of this subsection (c) shall take effect only upon the date which is the latest of (i) the effective date of the appointment of a successor Trust Collateral Agent and the acceptance in writing by such successor Trust Collateral Agent of such appointment and of its obligation to perform its duties hereunder in accordance with the provisions hereof, and (ii) receipt by the Trustee of an Opinion of Counsel to the effect described in Section 3.6.

(d)    Acceptance by Successor. The Issuer shall have the sole right to appoint each successor Trust Collateral Agent. Every temporary or permanent successor Trust Collateral Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Trustee, each Issuer Secured Party and the Issuer an instrument in writing accepting such appointment hereunder and the relevant predecessor shall execute, acknowledge and deliver such other documents and instruments as will effectuate the delivery of all Collateral to the successor Trust Collateral Agent, whereupon such successor, without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, duties and obligations of its predecessor. Such predecessor shall, nevertheless, on the written request of either Issuer Secured Party or the Issuer, execute and deliver an instrument transferring to such successor all the estates, properties, rights and powers of such predecessor hereunder. In the event that any instrument in writing from the Issuer or an Issuer Secured Party is reasonably required by a successor Trust Collateral Agent to more fully and certainly vest in such successor the estates, properties, rights, powers, duties and obligations vested or intended to be vested hereunder in the Trust Collateral Agent, any and all such written instruments shall, at the request of the temporary or permanent successor Trust Collateral Agent, be forthwith executed, acknowledged and delivered by the Trustee or the Issuer, as the case may be. The designation of any successor Trust Collateral Agent and the instrument or instruments removing any Trust Collateral Agent and appointing a successor hereunder, together with all other instruments provided for herein, shall be maintained with the records relating to the Collateral and, to the extent required by applicable law, filed or recorded by the successor Trust Collateral Agent in each place where such filing or recording is necessary to effect the transfer of the Collateral to the successor Trust Collateral Agent or to protect or continue the perfection of the security interests granted hereunder.

 

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SECTION 6.18    Compensation. The Trust Collateral Agent shall not be entitled to any compensation for the performance of its duties hereunder other than the compensation it is entitled to receive in its capacity as Trustee.

SECTION 6.19    Representations and Warranties of the Trust Collateral Agent and the Issuer.

(a)    The Trust Collateral Agent represents and warrants to the Issuer and to each Issuer Secured Party as follows:

(i)    Due Organization. The Trust Collateral Agent is a New York banking corporation and is duly authorized and licensed under applicable law to conduct its business as presently conducted.

(ii)    Corporate Power. The Trust Collateral Agent has all requisite right, power and authority to execute and deliver this Indenture and to perform all of its duties as Trust Collateral Agent hereunder.

(iii)    Due Authorization. The execution and delivery by the Trust Collateral Agent of this Indenture and the other Basic Documents to which it is a party, and the performance by the Trust Collateral Agent of its duties hereunder and thereunder, have been duly authorized by all necessary corporate proceedings and no further approvals or filings, including any governmental approvals, are required for the valid execution and delivery by the Trust Collateral Agent, or the performance by the Trust Collateral Agent, of this Indenture and such other Basic Documents.

(iv)    Valid and Binding Indenture. The Trust Collateral Agent has duly executed and delivered this Indenture and each other Basic Document to which it is a party, and each of this Indenture and each such other Basic Document constitutes the legal, valid and binding obligation of the Trust Collateral Agent, enforceable against the Trust Collateral Agent in accordance with its terms, except as (A) such enforceability may be limited by bankruptcy, insolvency, reorganization and similar laws relating to or affecting the enforcement of creditors’ rights generally and (B) the availability of equitable remedies may be limited by equitable principles of general applicability.

(v)    No Conflicts. The execution and delivery of each Basic Document to which it is a party by the Trust Collateral Agent and the performance by the Trust Collateral Agent of its obligations thereunder, in its capacity as Trust Collateral Agent or otherwise, do not conflict with or result in any violation of (A) any law or regulation of the United States of America governing the banking or trust powers of the Trust Collateral Agent or (B) the articles of incorporation and by-laws of the Trust Collateral Agent.

(vi)    No Actions. To the best of the Trust Collateral Agent’s knowledge, there are no actions, proceedings or investigations known to the Trust Collateral Agent, either pending or threatened in writing, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality which would, if adversely determined, affect in any material respect the consummation, validity or enforceability against the Trust Collateral Agent, in its capacity as Trust Collateral Agent or otherwise, of any Basic Document.

 

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(b)    The Issuer represents and warrants that the representations and warranties set forth on the attached Schedule of Representations with respect to the Receivables as of the date hereof, and as of the Closing Date, are true and correct. Such representations and warranties speak as of the execution and delivery of this Indenture and as of the Closing Date, but shall survive the pledge of the Receivables to the Trust Collateral Agent and shall not be waived.

SECTION 6.20    Waiver of Setoffs. The Trust Collateral Agent hereby expressly waives any and all rights of setoff that the Trust Collateral Agent may otherwise at any time have under applicable law with respect to any Trust Account and agrees that amounts in the Trust Accounts shall at all times be held and applied solely in accordance with the provisions hereof and the Sale and Servicing Agreement.

ARTICLE VII

Noteholders’ Communications and Reports

SECTION 7.1    Issuer to Furnish to Trustee Names and Addresses of Noteholders. The Issuer will furnish or cause to be furnished to the Trustee and the Trust Collateral Agent (a) not more than five days after the earlier of (i) each Record Date and (ii) three months after the last Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders as of such Record Date, (b) at such other times as the Trustee or the Trust Collateral Agent may request in writing, within 30 days after receipt by the Issuer of any such request, a list of similar form and content as of a date not more than 10 days prior to the time such list is furnished; provided, however, that so long as the Trustee is the Note Registrar, no such list shall be required to be furnished. The Trustee and the Trust Collateral Agent shall each be fully protected and have no liability for relying on any such list furnished by the Issuer.

SECTION 7.2    Preservation of Information; Communications to Noteholders.

(a)    The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Holders contained in the most recent list furnished to the Trustee as provided in Section 7.1 and the names and addresses of Holders received by the Trustee in its capacity as Note Registrar. The Trustee may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished.

(b)    Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes.

(c)    The Issuer, the Trustee and the Note Registrar shall have the protection of TIA § 312(c).

(d)    [Reserved]

(e)    A Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) that wishes to communicate with other

 

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Noteholders or Note Owners, as applicable, about a possible exercise of rights under this Indenture or the other Basic Documents may send a request to the Issuer or the Servicer, on behalf of the Issuer, to include information regarding the communication in a Form 10-D to be filed by the Issuer with the Securities and Exchange Commission. Each request must include (i) the name of the requesting Noteholder or Note Owner, (ii) the method by which other Noteholders or Note Owners, as applicable, may contact the requesting Noteholder or Note Owner and (iii) in the case of a Note Owner, a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. A Noteholder or Note Owner, as applicable, that delivers a request under this Section 7.2(e) will be deemed to have certified to the Issuer and the Servicer that its request to communicate with other Noteholders or Note Owners, as applicable, relates solely to a possible exercise of rights under this Indenture or the other Basic Documents, and will not be used for other purposes. The Issuer will promptly deliver any such request to the Servicer. On receipt of a request, the Servicer will include, or will cause the Depositor (at the Servicer’s expense) to include, in the Form 10-D filed by the Issuer with the Securities and Exchange Commission for the Collection Period in which the request was received (A) a statement that the Issuer has received a request from a Noteholder or Note Owner, as applicable, that is interested in communicating with other Noteholders or Note Owners, as applicable, about a possible exercise of rights under this Indenture or the other Basic Documents, (B) the name of the requesting Noteholder or Note Owner, (C) the date the request was received and (D) a description of the method by which the other Noteholders or Note Owners, as applicable, may contact the requesting Noteholder or Note Owner.

(f)    If a Delinquency Trigger occurs, a Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may make a demand on the Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct an Asset Review of the Asset Review Receivables under the Asset Representations Review Agreement. In the case of a Note Owner, each demand must be accompanied by a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If Noteholders and Note Owners, as applicable, of at least 5% of the aggregate Note Balance of the Notes demand a vote within 90 days of the filing of the Form 10-D reporting the occurrence of the Delinquency Trigger, the Trustee will promptly request such a vote of the Noteholders through the Clearing Agency, which vote will remain open until the 150th day after the filing of the related Form 10-D. If (i) a voting quorum of Noteholders holding at least 5% of the aggregate Note Balance participate in the related vote and (ii) Noteholders of a majority of the Note Balance of Notes voted agree to an Asset Review, then the Trustee will send an Asset Review Notice to the Asset Representations Reviewer and the Servicer under the Asset Representations Review Agreement directing the Asset Representations Reviewer to conduct the Asset Review.

 

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SECTION 7.3    Reports by Issuer.

(a)    The Issuer shall:

(i)    file with the Trustee, within 15 days after the Issuer is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Issuer may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act;

(ii)    file with the Trustee and the Commission in accordance with rules and regulations prescribed from time to time by the Commission such additional information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and

(iii)    supply to the Trustee (and the Trustee shall transmit by mail to all Noteholders described in TIA § 313(c)) such summaries of any information, documents and reports required to be filed by the Issuer pursuant to clauses (i) and (ii) of this Section 7.3(a) as may be required by rules and regulations prescribed from time to time by the Commission.

(b)    Unless the Issuer otherwise determines, the fiscal year of the Issuer shall end on December 31 of each year.

SECTION 7.4    Reports by Trustee. If required by TIA § 313(a), within 60 days after each May 31, beginning with May 31, 2018, the Trustee shall mail to each Noteholder if required by TIA § 313(c) a brief report dated as of such date that complies with TIA § 313(a). The Trustee also shall comply with TIA § 313(b).

A copy of each report at the time of its mailing to Noteholders shall be filed by the Trustee with the Commission and each stock exchange, if any, on which the Notes are listed. The Issuer shall notify the Trustee if and when the Notes are listed on any stock exchange.

SECTION 7.5    Review Reports. Upon the request of any Noteholder to the Trustee for a copy of any Review Report (as defined in the Asset Representations Review Agreement), the Trustee shall promptly provide a copy of such Review Report to such Noteholder; provided, that if the requesting Noteholder is not a Noteholder of record, such Noteholder must provide the Trustee with a written certification stating that it is a beneficial owner of a Note, together with supporting documentation supporting that statement (which may include, but is not limited to, a trade confirmation, an account statement or a letter from a broker or dealer verifying ownership) before the Trustee delivers such Review Report to such Noteholder; provided, further, that the Trustee shall provide the Servicer with notice of such request before delivering the related Review Report to the requesting Noteholder and if such Review Report contains personally identifiable information regarding Obligors, and if the Servicer provides notice to the Trustee, then the Servicer may condition the Trustee’s delivery of that portion of the Review Report to the requesting Noteholder on such Noteholder’s delivery to the Servicer of an agreement acknowledging that such Noteholder may use such information only for the limited purpose of assessing the nature of the related breaches of representations and warranties and may not use that information for any other purpose.

 

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ARTICLE VIII

Accounts, Disbursements and Releases

SECTION 8.1    Collection of Money. Except as otherwise expressly provided herein, the Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Trust Collateral Agent pursuant to this Indenture and the Sale and Servicing Agreement. The Trustee shall apply all such money received by it, or cause the Trust Collateral Agent to apply all money received by it as provided in this Indenture and the Sale and Servicing Agreement. Except as otherwise expressly provided in this Indenture or in the Sale and Servicing Agreement, if any default occurs in the making of any payment or performance under any agreement or instrument that is part of the Trust Estate, the Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and any right to proceed thereafter as provided in Article V.

SECTION 8.2    Release of Trust Estate.

(a)    Subject to the payment of its fees and expenses and other amounts pursuant to Section 6.7, the Trust Collateral Agent may, and when required by the provisions of this Indenture shall, execute instruments prepared by and at the expense of the Seller to release property from the lien of this Indenture, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Trust Collateral Agent as provided in this Article VIII shall be bound to ascertain the Trust Collateral Agent’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys.

(b)    The Trust Collateral Agent shall, at such time as there are no Notes outstanding and all sums due the Trustee and the Trust Collateral Agent pursuant to the Basic Documents have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuer or any other Person entitled thereto any funds then on deposit in the Trust Accounts.

SECTION 8.3    Opinion of Counsel. The Trust Collateral Agent shall receive at least seven days’ notice when requested by the Issuer to take any action pursuant to Section 8.2(a), accompanied by copies of any instruments involved, and the Trustee shall also require as a condition to such action, an Opinion of Counsel in form and substance satisfactory to the Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Trustee in connection with any such action.

 

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ARTICLE IX

Supplemental Indentures

SECTION 9.1    Supplemental Indentures Without Consent of Noteholders.

(a)    Without the consent of the Holders of any Notes and with prior notice to the Rating Agencies by the Issuer, as evidenced to the Trustee, the Issuer and the Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Trustee, for any of the following purposes:

(i)    to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Trust Collateral Agent any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property;

(ii)    to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;

(iii)    to add to the covenants of the Issuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuer;

(iv)    to convey, transfer, assign, mortgage or pledge any property to or with the Trust Collateral Agent;

(v)    to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided that such action shall not adversely affect the interests of the Holders of the Notes;

(vi)    to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; or

(vii)    to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA.

The Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.

 

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(b)    The Issuer and the Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes but with prior notice to the Rating Agencies by the Issuer, as evidenced to the Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.

SECTION 9.2    Supplemental Indentures with Consent of Noteholders. The Issuer and the Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer, and with the consent of the Majority Noteholders, by Act of such Holders delivered to the Issuer and the Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:

(a)    change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, change the provision of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;

(b)    impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);

(c)    reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;

(d)    modify or alter the provisions of the proviso to the definition of the term “Outstanding” or the term “Majority Noteholders”;

(e)    reduce the percentage of the Outstanding Amount of the Notes required to direct the Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.4;

(f)    modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;

(g)    modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any

 

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Distribution Date (including, in all cases, the calculation of any of the individual components of such calculation) or to affect the rights of the Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or

(h)    permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein or in any of the Basic Documents, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture.

The Trustee may determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Trustee shall not be liable for any such determination made in good faith.

It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Promptly after the execution by the Issuer and the Trustee of any supplemental indenture pursuant to this Section, the Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

SECTION 9.3    Execution of Supplemental Indentures. In executing, or permitting the additional trusts created by, any supplemental indenture permitted by this Article IX or the amendments or modifications thereby of the trusts created by this Indenture, the Trustee and the Trust Collateral Agent shall be entitled to receive and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise.

SECTION 9.4    Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified and amended in accordance therewith with respect to the Notes affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture of the Trustee, the Issuer and the Holders of the Notes shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

SECTION 9.5    Conformity With Trust Indenture Act. Every amendment of this Indenture and every supplemental indenture executed pursuant to this Article IX shall conform to the requirements of the Trust Indenture Act as then in effect so long as this Indenture shall then be qualified under the Trust Indenture Act.

 

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SECTION 9.6    Reference in Notes to Supplemental Indentures. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article IX may, and if required by the Trustee shall, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Issuer or the Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Trustee in exchange for Outstanding Notes.

ARTICLE X

Redemption of Notes

SECTION 10.1    Redemption.

(a)    The Notes shall be redeemed in whole, but not in part, on any Distribution Date on which the Servicer or Seller exercises its option to purchase the Trust Estate pursuant to Section 10.1(a) of the Sale and Servicing Agreement, for a purchase price equal to the Redemption Price; provided, however, that no such redemption may be effected unless the Issuer has available funds sufficient to pay the Redemption Price on such Distribution Date. The Servicer or the Issuer shall furnish the Rating Agencies notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.1(a), the Servicer or the Issuer shall furnish notice of such election to the Trustee not later than 25 days prior to the Redemption Date and the Issuer shall deposit with the Trustee in the Collection Account the amount required to be so deposited pursuant to Section 10.1(a) of the Sale and Servicing Agreement, whereupon all outstanding Notes shall be due and payable on the Redemption Date subject to the furnishing of a notice complying with Section 10.2 to each Holder of Notes.

(b)    In the event that the assets of the Trust are distributed pursuant to Section 8.1 of the Trust Agreement, all amounts on deposit in the Note Distribution Account shall be paid to the Noteholders up to the Outstanding Amount of the Notes and all accrued and unpaid interest thereon. If amounts are to be paid to Noteholders pursuant to this Section 10.1(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Trustee not later than 45 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.

SECTION 10.2    Form of Redemption.

(a)    Notice of redemption under Section 10.1(a) shall be given by the Trustee by facsimile or by first-class mail, postage prepaid, transmitted or mailed prior to the applicable Redemption Date to each Holder of Notes, as of the close of business on the Record Date preceding the applicable Redemption Date, at such Holder’s address appearing in the Note Register.

 

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All notices of redemption shall state:

(i)    the Redemption Date;

(ii)    the Redemption Price;

(iii)    that the Record Date otherwise applicable to such Redemption Date is not applicable and that payments shall be made only upon presentation and surrender of such Notes and the place where such Notes are to be surrendered for payment of the Redemption Price (which shall be the office or agency of the Issuer to be maintained as provided in Section 3.2); and

(iv)    that interest on the Notes shall cease to accrue on the Redemption Date.

(b)    Notice of redemption of the Notes shall be given by the Trustee in the name and at the expense of the Issuer. Failure to give notice of redemption, or any defect therein, to any Holder of any Note shall not impair or affect the validity of the redemption of any other Note.

(c)    Prior notice of redemption under Section 10.1(b) is not required to be given to the Noteholders.

SECTION 10.3    Notes Payable on Redemption Date. The Notes to be redeemed shall, following notice of redemption, as required by Section 10.2 (in the case of redemption pursuant to Section 10.1(a)), on the Redemption Date become due and payable at the Redemption Price and (unless the Issuer shall default in the payment of the Redemption Price) no interest shall accrue on the Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating the Redemption Price.

ARTICLE XI

Miscellaneous

SECTION 11.1    Compliance Certificates and Opinions, etc.

(a)    Upon any application or request by the Issuer to the Trustee or the Trust Collateral Agent to take any action under any provision of this Indenture, the Issuer shall furnish to the Trustee or the Trust Collateral Agent, as the case may be, (1) an Officer’s Certificate signed by an Authorized Officer of the Servicer stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (2) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and (3) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished.

 

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Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(i)    a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto;

(ii)    a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(iii)    a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(iv)    a statement as to whether, in the opinion of each such signatory such condition or covenant has been complied with.

(b)    (i) Prior to the deposit of any Collateral or other property or securities with the Trust Collateral Agent that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this Indenture, furnish to the Trust Collateral Agent an Officer’s Certificate signed by an Authorized Officer of the Servicer certifying or stating the opinion of each person signing such certificate as to the fair value (within 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited.

(ii)    Whenever the Issuer is required to furnish to the Trust Collateral Agent an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (i) above, the Issuer shall also deliver to the Trust Collateral Agent an Independent Certificate as to the same matters, if the fair value to the Issuer of the securities to be so deposited and of all other such securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates delivered pursuant to clause (i) above and this clause (ii), is 10% or more of the Outstanding Amount of the Notes, but such a certificate need not be furnished with respect to any securities so deposited, if the fair value thereof to the Issuer as set forth in the related Officer’s Certificate is less than $25,000 or less than 1% percent of the Outstanding Amount of the Notes.

(iii)    Other than with respect to the release of any Purchased Receivables, Sold Receivables or Liquidated Receivables, whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Trust Collateral Agent an Officer’s Certificate signed by an Authorized Officer of the Servicer certifying or stating the opinion of each person signing such certificate as to the fair value (within 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof.

(iv)    Whenever the Issuer is required to furnish to the Trustee an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters

 

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described in clause (iii) above, the Issuer shall also furnish to the Trust Collateral Agent an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property other than Purchased Receivables, Sold Receivables and Defaulted Receivables, or securities released from the lien of this Indenture since the commencement of the then current calendar year, as set forth in the certificates required by clause (iii) above and this clause (iv), equals 10% or more of the Outstanding Amount of the Notes, but such certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Officer’s Certificate is less than $25,000 or less than 1 percent of the then Outstanding Amount of the Notes.

(v)    Notwithstanding Section 2.9 or any other provision of this Section, the Issuer may (A) collect, liquidate, sell or otherwise dispose of Receivables as and to the extent permitted or required by the Basic Documents and (B) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Basic Documents.

SECTION 11.2    Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion is based are erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Servicer, the Seller or the Issuer, stating that the information with respect to such factual matters is in the possession of the Servicer, the Seller or the Issuer, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Whenever in this Indenture, in connection with any application or certificate or report to the Trustee, it is provided that the Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuer’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuer to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not,

 

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however, be construed to affect the Trustee’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI.

SECTION 11.3    Acts of Noteholders.

(a)    Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a majority of the Outstanding Amount of the Notes or the Majority Noteholders, the Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

(b)    The fact and date of the execution by any person of any such instrument or writing may be proved in any customary manner of the Trustee.

(c)    The ownership of Notes shall be proved by the Note Register.

(d)    Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

SECTION 11.4    Notices, etc., to Trustee, Issuer and Rating Agencies. Any request, demand, authorization, direction, notice, consent, waiver or Act of Noteholders or other documents provided or permitted by this Indenture to be made upon, given or furnished to or filed with:

(a)    The Trustee by any Noteholder or by the Issuer shall be personally delivered, delivered by overnight courier or mailed certified mail, return receipt requested and shall be deemed to have been duly given upon receipt to the Trustee at its applicable Corporate Trust Office, or

(b)    The Issuer by the Trustee or by any Noteholder shall be personally delivered, delivered by overnight courier or mailed certified mail, return receipt requested and shall deemed to have been duly given upon receipt to the Issuer addressed to: AmeriCredit Automobile Receivables Trust 2017-1, in care of Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust

 

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Administration, with a copy to AmeriCredit Automobile Receivables Trust 2017-1, c/o AmeriCredit Financial Services, Inc., 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102, Attention: Chief Financial Officer, or at any other address previously furnished in writing to the Trustee by Issuer. The Issuer shall promptly transmit any notice received by it from the Noteholders to the Trustee.

(c)    Notices required to be given to the Rating Agencies shall be provided by the Issuer in writing, personally delivered, electronically delivered, delivered by overnight courier or mailed certified mail, return receipt requested to (i) in the case of Fitch, at the following address: Fitch Ratings, Inc., 33 Whitehall Street, New York, New York 10004, Attention Asset Backed Surveillance; or (ii) in the case of Standard & Poor’s, via electronic delivery to Servicer_reports@spglobal.com; for any information not available in electronic format, hard copies should be sent to S&P Global Ratings, 55 Water Street, 41st floor, New York, New York 10041-0003, Attention: ABS Surveillance Group; or as to each of the foregoing, at such other address as shall be designated by written notice to the other parties.

SECTION 11.5    Notices to Noteholders; Waiver . Where this Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class, postage prepaid to each Noteholder affected by such event, at his address as it appears on the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner here in provided shall conclusively be presumed to have been duly given.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver.

In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice.

Where this Indenture provides for notice to the Rating Agencies, failure to give such notice shall not affect any other rights or obligations created hereunder, and shall not under any circumstance constitute a Default or Event of Default.

SECTION 11.6    [Reserved]

SECTION 11.7    Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof that is required to be included in this Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.

 

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The provisions of TIA §§ 310 through 317 that impose duties on any person (including the provisions automatically deemed included herein unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein.

SECTION 11.8    Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

SECTION 11.9    Successors and Assigns. All covenants and agreements in this Indenture and the Notes by the Issuer shall bind its successors and assigns, whether so expressed or not. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of the Trust Collateral Agent in this Indenture shall bind its successors.

SECTION 11.10    Separability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 11.11    Benefits of Indenture. Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the Noteholders, and any other party secured hereunder, and any other person with an Ownership interest in any part of the Trust Estate, any benefit or any legal or equitable right, remedy or claim under this Indenture.

SECTION 11.12    Legal Holidays. In any case where the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the Notes or this Indenture) payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal date.

SECTION 11.13    GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THIS INDENTURE AND ALL MATTERS ARISING OUT OF OR RELATING IN ANY WAY TO THIS INDENTURE SHALL BE, GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

SECTION 11.14    Counterparts. This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original regardless of whether delivered in physical or electronic form, but all such counterparts shall together constitute but one and the same instrument.

SECTION 11.15    Recording of Indenture. If this Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by the Issuer and at its expense accompanied by an Opinion of Counsel (which may be counsel to the Trustee or any other counsel reasonably acceptable to the Trustee) to the effect that such recording is necessary either for the protection of the Noteholders or any other person secured hereunder or for the enforcement of any right or remedy granted to the Trustee or the Trust Collateral Agent under this Indenture.

 

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SECTION 11.16    Trust Obligation. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Seller, the Servicer, the Owner Trustee, the Trust Collateral Agent or the Trustee on the Notes or under this Indenture, any other Basic Document or any certificate or other writing delivered in connection herewith or therewith, against (i) the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Seller, the Servicer, the Owner Trustee, the Trust Collateral Agent or the Trustee or of any successor or assign of the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Trustee, the Trust Collateral Agent and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

SECTION 11.17    No Petition. The Trustee and the Trust Collateral Agent, by entering into this Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree that they will not at any time institute against the Seller, or the Issuer, or join in any institution against the Seller, or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, this Indenture or any of the Basic Documents.

SECTION 11.18    Inspection. The Issuer agrees that, on reasonable prior notice, it will permit any representative of the Trustee, during the Issuer’s normal business hours, to examine all the books of account, records, reports, and other papers of the Issuer, to make copies and extracts therefrom, to cause such books to be audited by independent certified public accountants, and to discuss the Issuer’s affairs, finances and accounts with the Issuer’s officers, employees, and independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. Notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of any and all information that is or becomes publicly known, (ii) disclosure of any and all information (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory body having or claiming authority to regulate or oversee any respects of the Trustee’s business or that of its affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Trustee or an affiliate or an officer, director, employer or shareholder thereof is a party, (D) in any preliminary or final offering circular, registration statement or contract or other document pertaining to the transactions contemplated by this Indenture approved in advance by the Servicer or the Issuer or (E) to any independent or internal auditor, agent, employee or attorney of the Trustee having a need to know the same, provided that the Trustee advises such recipient of the confidential nature of the information being disclosed, or (iii) any other disclosure authorized by the Servicer or the Issuer.

 

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SECTION 11.19    Submission to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto hereby irrevocably and unconditionally:

(a)    submits for itself and its property in any legal action relating to this Indenture, the Basic Documents or any other documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof;

(b)    that any such action may be brought in such courts and waives any objection that it may now or hereafter have to the venue of such action in any such court or that such action was brought in an inconvenient court and agrees not to plead or claim the same; and

(c)    waives, to the fullest extent permitted by law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Indenture, the Basic Documents or the transactions contemplated hereby.

SECTION 11.20    No Partnership or Joint Venture. Nothing herein contained shall constitute a partnership between or joint venture by the parties hereto or constitute either party the agent of the other. Neither party shall hold itself out contrary to the terms of this Section and neither party shall become liable by any representation, act or omission of the other contrary to the provisions hereof.

SECTION 11.21    Limitation of Liability of the Owner Trustee. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by Wilmington Trust Company, not individually or personally but solely as trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer in this Indenture and (e) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture or any other related documents.

[Remainder of Page Intentionally Left Blank]

 

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IN WITNESS WHEREOF, the Issuer and the Trustee have caused this Indenture to be duly executed by their respective officers, hereunto duly authorized, all as of the day and year first above written.

 

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2017-1,
By:   WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee
By:  

 

Name:  
Title:  
THE BANK OF NEW YORK MELLON, not in its individual capacity but solely as Trustee and Trust Collateral Agent
By:  

 

Name:  
Title:  

[Signature Page to Indenture]


EXHIBIT A-1

 

REGISTERED

  $182,000,000

No. RB A-1

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO. 03065FAA0

Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2017-1

CLASS A-1 0.92000% ASSET BACKED NOTE

AmeriCredit Automobile Receivables Trust 2017-1, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of ONE HUNDRED EIGHTY-TWO MILLION DOLLARS payable on each Distribution Date in an amount equal to the product of (i) a fraction the numerator of which is $182,000,000 and the denominator of which is $182,000,000 times (ii) the aggregate amount, if any, payable from the Note Distribution Account and Collection Account in respect of principal on the Class A-1 Notes pursuant to the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the Distribution Date occurring on February 20, 2018 (the “Final Scheduled Distribution Date”). The Issuer will pay interest on this Note at the rate per annum shown above on each Distribution Date until the principal of this Note is paid or made available for payment. Interest on this Note will accrue for each Distribution Date from the most recent Distribution Date on which interest has been paid to but excluding such Distribution Date or, if no interest has yet been paid, from February 23, 2017. Interest will be computed on the basis of a 360-day year and the actual number of days in the related Interest Period. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and

 


private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

 

A-1-2


IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer as of the date set forth below.

 

   

AMERICREDIT AUTOMOBILE RECEIVABLES

TRUST 2017-1

    By:   WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee under the Trust Agreement
    By:  

 

    Name:
    Title:

 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

 

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Date: February 23, 2017     THE BANK OF NEW YORK MELLON, not in its individual capacity but solely as Trustee
    By:  

 

    Authorized Signer

 

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[REVERSE OF NOTE]

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class A-1 0.92000% Asset Backed Notes (herein called the “Class A-1 Notes”), all issued under an Indenture dated as of January 11, 2017 (such indenture, as supplemented or amended, is herein called the “Indenture”), between the Issuer and The Bank of New York Mellon, as trustee (the “Trustee,” which term includes any successor Trustee under the Indenture) and as trust collateral agent (the “Trust Collateral Agent”), which term includes any successor Trust Collateral Agent) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.

The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B Notes, the Class A-3 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes (together, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.

Principal of the Class A-1 Notes will be payable on each Distribution Date in an amount described on the face hereof. “Distribution Date” means the eighteenth day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing March 20, 2017. If AmeriCredit is no longer acting as Servicer, the distribution date may be a different day of the month. The term “Distribution Date,” shall be deemed to include the Final Scheduled Distribution Date.

As described above, the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Final Scheduled Distribution Date and the Redemption Date, if any, pursuant to the Indenture. As described above, a portion of the unpaid principal balance of this Note shall be due and payable on the Redemption Date, if any. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Majority Noteholders have declared the Notes to be immediately due and payable in the manner provided in the Indenture. All principal payments on the Class A-1 Notes shall be made pro rata to the Class A-1 Noteholders entitled thereto.

Payments of interest on this Note due and payable on each Distribution Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Distribution Date shall be binding

 

A-1-4


upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Distribution Date, then the Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Holder hereof as of the Record Date preceding such Distribution Date by notice mailed prior to such Distribution Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Trustee’s principal Corporate Trust Office or at the office of the Trustee’s agent appointed for such purposes located in Dallas, Texas.

The Issuer shall pay interest on overdue installments of interest at the Class A-1 Interest Rate to the extent lawful.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar which requirements include membership or participation in Securities Transfer Agents Medallion Program (STAMP) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

If this Note has been issued as a Definitive Note, the Note Registrar shall not register the transfer of this Note unless the prospective transferee has represented and warranted in writing that either (a) it is not a Benefit Plan Entity or (b) it is a Benefit Plan Entity and its acquisition, holding and disposition of this Note is covered by a Prohibited Transaction Class Exemption or the Statutory Exemption or otherwise will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, if it is subject to any Similar Law, such acquisition, holding and disposition will not violate such Similar Law). If this Note has been issued as a Book Entry Note, each transferee of this Note or any beneficial interest herein shall be deemed to represent that either (a) it is not a Benefit Plan Entity or (b) it is a Benefit Plan Entity and its acquisition, holding and disposition of this Note or any beneficial interest herein is covered by a Prohibited Transaction Class Exemption or the Statutory Exemption or otherwise will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, if it is subject to any Similar Law, such acquisition, holding and disposition will not violate such Similar Law).

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees (i) that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee, the Trust

 

A-1-5


Collateral Agent or the Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (a) the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, (b) any owner of a beneficial interest in the Issuer or (c) any partner, owner, beneficiary, agent, officer, director or employee of the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Seller, the Servicer, the Owner Trustee, the Trust Collateral Agent or the Trustee or of any successor or assign of the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Trustee, the Trust Collateral Agent and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity, and (ii) to treat the Notes that are owned or beneficially owned by a Person other than AFS SenSub Corp., or its Affiliates, as indebtedness for purposes of federal income, state and local income and franchise and any other income taxes.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Trust Collateral Agent and the Trustee and any agent of the Issuer, the Trust Collateral Agent or the Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Trust Collateral Agent, the Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Majority Noteholders. The Indenture also contains provisions permitting the Noteholders representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Trustee and the Noteholders under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

 

A-1-6


This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the Indenture or the Basic Documents, neither Wilmington Trust Company in its individual capacity, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Issuer for the sole purposes of binding the Issuer. The Holder of this Note by the acceptance hereof agrees that except as expressly provided in the Indenture or the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

 

A-1-7


ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto                                                                  

            (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

 

Dated                                                                                                                   1

     

 

      Signature Guaranteed:
     

 

     

 

 

 

1  NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

 

A-1-8


EXHIBIT A-2-A

 

REGISTERED    $230,000,000

No. RB A-2-A

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO. 03065FAB8

Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2017-1

CLASS A-2-A 1.51% ASSET BACKED NOTE

AmeriCredit Automobile Receivables Trust 2017-1, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of TWO HUNDRED THIRTY MILLION DOLLARS payable on each Distribution Date in an amount equal to the product of (i) a fraction the numerator of which is $230,000,000 and the denominator of which is $230,000,000 times (ii) the aggregate amount, if any, payable from the Note Distribution Account and Collection Account in respect of principal on the Class A-2-A Notes pursuant to the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the Distribution Date occurring on May 18, 2020 (the “Final Scheduled Distribution Date”). The Issuer will pay interest on this Note at the rate per annum shown above on each Distribution Date until the principal of this Note is paid or made available for payment. Interest on this Note will accrue for each Distribution Date from the most recent Distribution Date on which interest has been paid to but excluding such Distribution Date or, if no interest has yet been paid, from February 23, 2017. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.


The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

 

A-2-A-2


IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer as of the date set forth below.

 

    AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2017-1
    By:   WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee under the Trust Agreement
    By:  

 

    Name:
    Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

 

Date: February 23, 2017    

THE BANK OF NEW YORK MELLON, not in its

individual capacity but solely as Trustee

    By:  

 

    Authorized Signer

 

A-2-A-3


[REVERSE OF NOTE]

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class A-2-A 1.51% Asset Backed Notes (herein called the “Class A-2-A Notes” and together with the Class A-2-B Notes, the “Class A-2 Notes”), all issued under an Indenture dated as of January 11, 2017 (such indenture, as supplemented or amended, is herein called the “Indenture”), between the Issuer and The Bank of New York Mellon, as trustee (the “Trustee,” which term includes any successor Trustee under the Indenture) and as trust collateral agent (the “Trust Collateral Agent”), which term includes any successor Trust Collateral Agent) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.

The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B Notes, the Class A-3 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes (together, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.

Principal of the Class A-2-A Notes will be payable on each Distribution Date in an amount described on the face hereof. “Distribution Date” means the eighteenth day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing March 20, 2017. If AmeriCredit is no longer acting as Servicer, the distribution date may be a different day of the month. The term “Distribution Date,” shall be deemed to include the Final Scheduled Distribution Date.

As described above, the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Final Scheduled Distribution Date and the Redemption Date, if any, pursuant to the Indenture. As described above, a portion of the unpaid principal balance of this Note shall be due and payable on the Redemption Date, if any. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Majority Noteholders have declared the Notes to be immediately due and payable in the manner provided in the Indenture. All principal payments on the Class A-2-A Notes shall be made pro rata to the Class A-2-A Noteholders entitled thereto.

Payments of interest on this Note due and payable on each Distribution Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more

 

A-2-A-4


Predecessor Notes) effected by any payments made on any Distribution Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Distribution Date, then the Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Holder hereof as of the Record Date preceding such Distribution Date by notice mailed prior to such Distribution Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Trustee’s principal Corporate Trust Office or at the office of the Trustee’s agent appointed for such purposes located in Dallas, Texas.

The Issuer shall pay interest on overdue installments of interest at the Class A-2-A Interest Rate to the extent lawful.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar which requirements include membership or participation in Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

If this Note has been issued as a Definitive Note, the Note Registrar shall not register the transfer of this Note unless the prospective transferee has represented and warranted in writing that either (a) it is not a Benefit Plan Entity or (b) it is a Benefit Plan Entity and its acquisition, holding and disposition of this Note is covered by a Prohibited Transaction Class Exemption or the Statutory Exemption or otherwise will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, if it is subject to any Similar Law, such acquisition, holding and disposition will not violate such Similar Law). If this Note has been issued as a Book Entry Note, each transferee of this Note or any beneficial interest herein shall be deemed to represent that either (a) it is not a Benefit Plan Entity or (b) it is a Benefit Plan Entity and its acquisition, holding and disposition of this Note or any beneficial interest herein is covered by a Prohibited Transaction Class Exemption or the Statutory Exemption or otherwise will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, if it is subject to any Similar Law, such acquisition, holding and disposition will not violate such Similar Law).

 

A-2-A-5


Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees (i) that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee, the Trust Collateral Agent or the Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (a) the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, (b) any owner of a beneficial interest in the Issuer or (c) any partner, owner, beneficiary, agent, officer, director or employee of the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Seller, the Servicer, the Owner Trustee, the Trust Collateral Agent or the Trustee or of any successor or assign of the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Trustee, the Trust Collateral Agent and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity, and (ii) to treat the Notes that are owned or beneficially owned by a Person other than AFS SenSub Corp., or its Affiliates, as indebtedness for purposes of federal income, state and local income and franchise and any other income taxes.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Trust Collateral Agent and the Trustee and any agent of the Issuer, the Trust Collateral Agent or the Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Trust Collateral Agent, the Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Majority Noteholders. The Indenture also contains provisions permitting the Noteholders representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Trustee and the Noteholders under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

 

A-2-A-6


This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the Indenture or the Basic Documents, neither Wilmington Trust Company in its individual capacity, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Issuer for the sole purposes of binding the Issuer. The Holder of this Note by the acceptance hereof agrees that except as expressly provided in the Indenture or the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

 

A-2-A-7


ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto                                                                  

            (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

 

Dated                                                                                                                   1

     

 

      Signature Guaranteed:
     

 

     

 

 

 

1  NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

 

A-2-A-8


EXHIBIT A-2-B

 

REGISTERED            $75,000,000   

No. RB A-2-B

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO. 03065FAC6

Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2017-1

CLASS A-2-B FLOATING RATE ASSET BACKED NOTE

AmeriCredit Automobile Receivables Trust 2017-1, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of SEVENTY-FIVE MILLION DOLLARS payable on each Distribution Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $75,000,000 and the denominator of which is $75,000,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account and Collection Account in respect of principal on the Class A-2-B Notes pursuant to the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the Distribution Date occurring on May 18, 2020 (the “Final Scheduled Distribution Date”). The Issuer will pay interest on this Note at the rate of the greater of (i) LIBOR plus 0.30% and (ii) 0.00% per annum on each Distribution Date until the principal of this Note is paid or made available for payment. Interest on this Note will accrue for each Distribution Date from the most recent Distribution Date on which interest has been paid to but excluding such Distribution Date or, if no interest has yet been paid, from February 23, 2017. Interest will be computed on the basis of a 360-day year and the actual number of days in the related Interest Period. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.


The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

 

A-2-B-2


IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer as of the date set forth below.

 

    AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2017-1
    By:   WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee under the Trust Agreement
    By:  

 

    Name:
    Title:

 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

 

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Date: February 23, 2017     THE BANK OF NEW YORK MELLON, not in its individual capacity but solely as Trustee
    By:  

 

    Authorized Signer

 

A-2-B-3


[REVERSE OF NOTE]

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class A-2-B Floating Rate Asset Backed Notes (herein called the “Class A-2-B Notes” and together with the Class A-2-A Notes, the “Class A-2 Notes”), all issued under an Indenture dated as of January 11, 2017 (such indenture, as supplemented or amended, is herein called the “Indenture”), between the Issuer and Citibank, N.A., as trustee (the “Trustee,” which term includes any successor Trustee under the Indenture) and as trust collateral agent (the “Trust Collateral Agent”), which term includes any successor Trust Collateral Agent) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.

The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B Notes, the Class A-3 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes (together, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.

Principal of the Class A-2-B Notes will be payable on each Distribution Date in an amount described on the face hereof. “Distribution Date” means the eighteenth day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing March 20, 2017. If AmeriCredit is no longer acting as Servicer, the distribution date may be a different day of the month. The term “Distribution Date,” shall be deemed to include the Final Scheduled Distribution Date.

As described above, the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Final Scheduled Distribution Date and the Redemption Date, if any, pursuant to the Indenture. As described above, a portion of the unpaid principal balance of this Note shall be due and payable on the Redemption Date, if any. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Majority Noteholders have declared the Notes to be immediately due and payable in the manner provided in the Indenture. All principal payments on the Class A-2-B Notes shall be made pro rata to the Class A-2-B Noteholders entitled thereto.

Payments of interest on this Note due and payable on each Distribution Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more

 

A-2-B-4


Predecessor Notes) effected by any payments made on any Distribution Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Distribution Date, then the Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Holder hereof as of the Record Date preceding such Distribution Date by notice mailed prior to such Distribution Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Trustee’s principal Corporate Trust Office or at the office of the Trustee’s agent appointed for such purposes located in Dallas, Texas.

The Issuer shall pay interest on overdue installments of interest at the Class A-2-B Interest Rate to the extent lawful.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar which requirements include membership or participation in Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

If this Note has been issued as a Definitive Note, the Note Registrar shall not register the transfer of this Note unless the prospective transferee has represented and warranted in writing that either (a) it is not a Benefit Plan Entity or (b) it is a Benefit Plan Entity and its acquisition, holding and disposition of this Note is covered by a Prohibited Transaction Class Exemption or the Statutory Exemption or otherwise will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, if it is subject to any Similar Law, such acquisition, holding and disposition will not violate such Similar Law). If this Note has been issued as a Book Entry Note, each transferee of this Note or any beneficial interest herein shall be deemed to represent that either (a) it is not a Benefit Plan Entity or (b) it is a Benefit Plan Entity and its acquisition, holding and disposition of this Note or any beneficial interest herein is covered by a Prohibited Transaction Class Exemption or the Statutory Exemption or otherwise will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, if it is subject to any Similar Law, such acquisition, holding and disposition will not violate such Similar Law).

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees (i) that no recourse may be taken,

 

A-2-B-5


directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee, the Trust Collateral Agent or the Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (a) the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, (b) any owner of a beneficial interest in the Issuer or (c) any partner, owner, beneficiary, agent, officer, director or employee of the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Seller, the Servicer, the Owner Trustee, the Trust Collateral Agent or the Trustee or of any successor or assign of the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Trustee, the Trust Collateral Agent and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity, and (ii) to treat the Notes that are owned or beneficially owned by a Person other than AFS SenSub Corp., or its Affiliates, as indebtedness for purposes of federal income, state and local income and franchise and any other income taxes.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Trust Collateral Agent and the Trustee and any agent of the Issuer, the Trust Collateral Agent or the Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Trust Collateral Agent, the Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Majority Noteholders. The Indenture also contains provisions permitting the Noteholders representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Trustee and the Noteholders under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

 

A-2-B-6


This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the Indenture or the Basic Documents, neither Wilmington Trust Company in its individual capacity, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Issuer for the sole purposes of binding the Issuer. The Holder of this Note by the acceptance hereof agrees that except as expressly provided in the Indenture or the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

 

A-2-B-7


ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto                                                                  

            (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

 

Dated                                                                                                                   1

     

 

      Signature Guaranteed:
     

 

     

 

 

1  NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

 

A-2-B-8


EXHIBIT A-3

 

REGISTERED    $189,000,000

No. RB A-3

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO. 03065FAD4

Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2017-1

CLASS A-3 1.87% ASSET BACKED NOTE

AmeriCredit Automobile Receivables Trust 2017-1, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of ONE HUNDRED EIGHTY-NINE MILLION DOLLARS payable on each Distribution Date in an amount equal to the product of (i) a fraction the numerator of which is $189,000,000 and the denominator of which is $189,000,000 times (ii) the aggregate amount, if any, payable from the Note Distribution Account and Collection Account in respect of principal on the Class A-3 Notes pursuant to the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the Distribution Date occurring on August 18, 2021 (the “Final Scheduled Distribution Date”). The Issuer will pay interest on this Note at the rate per annum shown above on each Distribution Date until the principal of this Note is paid or made available for payment. Interest on this Note will accrue for each Distribution Date from the most recent Distribution Date on which interest has been paid to but excluding such Distribution Date or, if no interest has yet been paid, from February 23, 2017. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and


private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

 

A-3-2


IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer as of the date set forth below.

 

    AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2017-1
    By:   WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee under the Trust Agreement
    By:  

 

    Name:
    Title:

 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

 

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Date: February 23, 2017     THE BANK OF NEW YORK MELLON, not in its individual capacity but solely as Trustee
    By:  

 

    Authorized Signer

 

A-3-3


[REVERSE OF NOTE]

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class A-3 1.87% Asset Backed Notes (herein called the “Class A-3 Notes”), all issued under an Indenture dated as of January 11, 2017 (such indenture, as supplemented or amended, is herein called the “Indenture”), between the Issuer and The Bank of New York Mellon, as trustee (the “Trustee,” which term includes any successor Trustee under the Indenture) and as trust collateral agent (the “Trust Collateral Agent”), which term includes any successor Trust Collateral Agent) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.

The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B Notes, the Class A-3 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes (together, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.

Principal of the Class A-3 Notes will be payable on each Distribution Date in an amount described on the face hereof. “Distribution Date” means the eighteenth day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing March 20, 2017. If AmeriCredit is no longer acting as Servicer, the distribution date may be a different day of the month. The term “Distribution Date,” shall be deemed to include the Final Scheduled Distribution Date.

As described above, the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Final Scheduled Distribution Date and the Redemption Date, if any, pursuant to the Indenture. As described above, a portion of the unpaid principal balance of this Note shall be due and payable on the Redemption Date, if any. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Majority Noteholders have declared the Notes to be immediately due and payable in the manner provided in the Indenture. All principal payments on the Class A-3 Notes shall be made pro rata to the Class A-3 Noteholders entitled thereto.

Payments of interest on this Note due and payable on each Distribution Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Distribution Date shall be binding

 

A-3-4


upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Distribution Date, then the Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Holder hereof as of the Record Date preceding such Distribution Date by notice mailed prior to such Distribution Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Trustee’s principal Corporate Trust Office or at the office of the Trustee’s agent appointed for such purposes located in Dallas, Texas.

The Issuer shall pay interest on overdue installments of interest at the Class A-3 Interest Rate to the extent lawful.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar which requirements include membership or participation in Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

If this Note has been issued as a Definitive Note, the Note Registrar shall not register the transfer of this Note unless the prospective transferee has represented and warranted in writing that either (a) it is not a Benefit Plan Entity or (b) it is a Benefit Plan Entity and its acquisition, holding and disposition of this Note is covered by a Prohibited Transaction Class Exemption or the Statutory Exemption or otherwise will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, if it is subject to any Similar Law, such acquisition, holding and disposition will not violate such Similar Law). If this Note has been issued as a Book Entry Note, each transferee of this Note or any beneficial interest herein shall be deemed to represent that either (a) it is not a Benefit Plan Entity or (b) it is a Benefit Plan Entity and its acquisition, holding and disposition of this Note or any beneficial interest herein is covered by a Prohibited Transaction Class Exemption or the Statutory Exemption or otherwise will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, if it is subject to any Similar Law, such acquisition, holding and disposition will not violate such Similar Law).

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees (i) that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee, the Trust

 

A-3-5


Collateral Agent or the Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (a) the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, (b) any owner of a beneficial interest in the Issuer or (c) any partner, owner, beneficiary, agent, officer, director or employee of the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Seller, the Servicer, the Owner Trustee, the Trust Collateral Agent or the Trustee or of any successor or assign of the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Trustee, the Trust Collateral Agent and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity, and (ii) to treat the Notes that are owned or beneficially owned by a Person other than AFS SenSub Corp., or its Affiliates, as indebtedness for purposes of federal income, state and local income and franchise and any other income taxes.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Trust Collateral Agent and the Trustee and any agent of the Issuer, the Trust Collateral Agent or the Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Trust Collateral Agent, the Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Majority Noteholders. The Indenture also contains provisions permitting the Noteholders representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Trustee and the Noteholders under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

 

A-3-6


This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the Indenture or the Basic Documents, neither Wilmington Trust Company in its individual capacity, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Issuer for the sole purposes of binding the Issuer. The Holder of this Note by the acceptance hereof agrees that except as expressly provided in the Indenture or the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

 

A-3-7


ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto                                                                  

            (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

 

Dated                                                                                                                   1

     

 

      Signature Guaranteed:
     

 

     

 

 

 

1  NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

 

A-3-8


EXHIBIT B

 

REGISTERED    $73,370,000

No. RB B

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO. 03065FAE2

Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2017-1

CLASS B 2.30% ASSET BACKED NOTE

AmeriCredit Automobile Receivables Trust 2017-1, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of SEVENTY-THREE MILLION THREE HUNDRED SEVENTY THOUSAND DOLLARS payable on each Distribution Date in an amount equal to the product of (i) a fraction the numerator of which is $73,370,000 and the denominator of which is $73,370,000 times (ii) the aggregate amount, if any, payable from the Note Distribution Account and Collection Account in respect of principal on the Class B Notes pursuant to the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the Distribution Date occurring on February 18, 2022 (the “Final Scheduled Distribution Date”). The Issuer will pay interest on this Note at the rate per annum shown above on each Distribution Date until the principal of this Note is paid or made available for payment. Interest on this Note will accrue for each Distribution Date from the most recent Distribution Date on which interest has been paid to but excluding such Distribution Date or, if no interest has yet been paid, from February 23, 2017. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.


The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

 

B-2


IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer as of the date set forth below.

 

    AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2017-1
    By:   WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee under the Trust Agreement
    By:  

 

    Name:
    Title:

 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

 

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Date: February 23, 2017     THE BANK OF NEW YORK MELLON, not in its individual capacity but solely as Trustee
    By:  

 

    Authorized Signer

 

B-3


[REVERSE OF NOTE]

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class B 2.30% Asset Backed Notes (herein called the “Class B Notes”), all issued under an Indenture dated as of January 11, 2017 (such indenture, as supplemented or amended, is herein called the “Indenture”), between the Issuer and The Bank of New York Mellon, as trustee (the “Trustee,” which term includes any successor Trustee under the Indenture) and as trust collateral agent (the “Trust Collateral Agent”), which term includes any successor Trust Collateral Agent) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.

The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B Notes, the Class A-3 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes (together, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.

Principal of the Class B Notes will be payable on each Distribution Date in an amount described on the face hereof. “Distribution Date” means the eighteenth day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing March 20, 2017. If AmeriCredit is no longer acting as Servicer, the distribution date may be a different day of the month. The term “Distribution Date,” shall be deemed to include the Final Scheduled Distribution Date.

As described above, the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Final Scheduled Distribution Date and the Redemption Date, if any, pursuant to the Indenture. As described above, a portion of the unpaid principal balance of this Note shall be due and payable on the Redemption Date, if any. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Majority Noteholders have declared the Notes to be immediately due and payable in the manner provided in the Indenture. All principal payments on the Class B Notes shall be made pro rata to the Class B Noteholders entitled thereto.

Payments of interest on this Note due and payable on each Distribution Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Distribution Date shall be binding

 

B-4


upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Distribution Date, then the Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Holder hereof as of the Record Date preceding such Distribution Date by notice mailed prior to such Distribution Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Trustee’s principal Corporate Trust Office or at the office of the Trustee’s agent appointed for such purposes located in Dallas, Texas.

The Issuer shall pay interest on overdue installments of interest at the Class B Interest Rate to the extent lawful.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar which requirements include membership or participation in Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

If this Note has been issued as a Definitive Note, the Note Registrar shall not register the transfer of this Note unless the prospective transferee has represented and warranted in writing that either (a) it is not a Benefit Plan Entity or (b) it is a Benefit Plan Entity and its acquisition, holding and disposition of this Note is covered by a Prohibited Transaction Class Exemption or the Statutory Exemption or otherwise will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, if it is subject to any Similar Law, such acquisition, holding and disposition will not violate such Similar Law). If this Note has been issued as a Book Entry Note, each transferee of this Note or any beneficial interest herein shall be deemed to represent that either (a) it is not a Benefit Plan Entity or (b) it is a Benefit Plan Entity and its acquisition, holding and disposition of this Note or any beneficial interest herein is covered by a Prohibited Transaction Class Exemption or the Statutory Exemption or otherwise will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, if it is subject to any Similar Law, such acquisition, holding and disposition will not violate such Similar Law).

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees (i) that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee, the Trust

 

B-5


Collateral Agent or the Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (a) the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, (b) any owner of a beneficial interest in the Issuer or (c) any partner, owner, beneficiary, agent, officer, director or employee of the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Seller, the Servicer, the Owner Trustee, the Trust Collateral Agent or the Trustee or of any successor or assign of the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Trustee, the Trust Collateral Agent and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity, and (ii) to treat the Notes that are owned or beneficially owned by a Person other than AFS SenSub Corp., or its Affiliates, as indebtedness for purposes of federal income, state and local income and franchise and any other income taxes.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Trust Collateral Agent and the Trustee and any agent of the Issuer, the Trust Collateral Agent or the Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Trust Collateral Agent, the Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Majority Noteholders. The Indenture also contains provisions permitting the Noteholders representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Trustee and the Noteholders under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

 

B-6


This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the Indenture or the Basic Documents, neither Wilmington Trust Company in its individual capacity, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Issuer for the sole purposes of binding the Issuer. The Holder of this Note by the acceptance hereof agrees that except as expressly provided in the Indenture or the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

 

B-7


ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto                                                                  

            (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

 

Dated                                                                                                                   1

     

 

      Signature Guaranteed:
     

 

     

 

 

 

1  NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

 

B-8


EXHIBIT C

 

REGISTERED    $91,080,000

No. RB C

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO. 03065FAF9

Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2017-1

CLASS C 2.71% ASSET BACKED NOTE

AmeriCredit Automobile Receivables Trust 2017-1, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of NINETY-ONE MILLION EIGHTY THOUSAND DOLLARS payable on each Distribution Date in an amount equal to the product of (i) a fraction the numerator of which is $91,080,000 and the denominator of which is $91,080,000 times (ii) the aggregate amount, if any, payable from the Note Distribution Account and Collection Account in respect of principal on the Class C Notes pursuant to the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the Distribution Date occurring on August 18, 2022 (the “Final Scheduled Distribution Date”). The Issuer will pay interest on this Note at the rate per annum shown above on each Distribution Date until the principal of this Note is paid or made available for payment. Interest on this Note will accrue for each Distribution Date from the most recent Distribution Date on which interest has been paid to but excluding such Distribution Date or, if no interest has yet been paid, from February 23, 2017. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and


private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

 

C-2


IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer as of the date set forth below.

 

    AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2017-1
    By:   WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee under the Trust Agreement
    By:  

 

    Name:
    Title:

 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

 

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Date: February 23, 2017     THE BANK OF NEW YORK MELLON, not in its individual capacity but solely as Trustee
    By:  

 

    Authorized Signer

 

C-3


[REVERSE OF NOTE]

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class C 2.71% Asset Backed Notes (herein called the “Class C Notes”), all issued under an Indenture dated as of January 11, 2017 (such indenture, as supplemented or amended, is herein called the “Indenture”), between the Issuer and The Bank of New York Mellon, as trustee (the “Trustee,” which term includes any successor Trustee under the Indenture) and as trust collateral agent (the “Trust Collateral Agent”), which term includes any successor Trust Collateral Agent) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.

The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B Notes, the Class A-3 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes (together, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.

Principal of the Class C Notes will be payable on each Distribution Date in an amount described on the face hereof. “Distribution Date” means the eighteenth day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing March 20, 2017. If AmeriCredit is no longer acting as Servicer, the distribution date may be a different day of the month. The term “Distribution Date,” shall be deemed to include the Final Scheduled Distribution Date.

As described above, the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Final Scheduled Distribution Date and the Redemption Date, if any, pursuant to the Indenture. As described above, a portion of the unpaid principal balance of this Note shall be due and payable on the Redemption Date, if any. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Majority Noteholders have declared the Notes to be immediately due and payable in the manner provided in the Indenture. All principal payments on the Class C Notes shall be made pro rata to the Class C Noteholders entitled thereto.

Payments of interest on this Note due and payable on each Distribution Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Distribution Date shall be binding

 

C-4


upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Distribution Date, then the Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Holder hereof as of the Record Date preceding such Distribution Date by notice mailed prior to such Distribution Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Trustee’s principal Corporate Trust Office or at the office of the Trustee’s agent appointed for such purposes located in Dallas, Texas.

The Issuer shall pay interest on overdue installments of interest at the Class C Interest Rate to the extent lawful.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar which requirements include membership or participation in Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

If this Note has been issued as a Definitive Note, the Note Registrar shall not register the transfer of this Note unless the prospective transferee has represented and warranted in writing that either (a) it is not a Benefit Plan Entity or (b) it is a Benefit Plan Entity and its acquisition, holding and disposition of this Note is covered by a Prohibited Transaction Class Exemption or the Statutory Exemption or otherwise will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, if it is subject to any Similar Law, such acquisition, holding and disposition will not violate such Similar Law). If this Note has been issued as a Book Entry Note, each transferee of this Note or any beneficial interest herein shall be deemed to represent that either (a) it is not a Benefit Plan Entity or (b) it is a Benefit Plan Entity and its acquisition, holding and disposition of this Note or any beneficial interest herein is covered by a Prohibited Transaction Class Exemption or the Statutory Exemption or otherwise will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, if it is subject to any Similar Law, such acquisition, holding and disposition will not violate such Similar Law).

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees (i) that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee, the Trust

 

C-5


Collateral Agent or the Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (a) the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, (b) any owner of a beneficial interest in the Issuer or (c) any partner, owner, beneficiary, agent, officer, director or employee of the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Seller, the Servicer, the Owner Trustee, the Trust Collateral Agent or the Trustee or of any successor or assign of the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Trustee, the Trust Collateral Agent and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity, and (ii) to treat the Notes that are owned or beneficially owned by a Person other than AFS SenSub Corp., or its Affiliates, as indebtedness for purposes of federal income, state and local income and franchise and any other income taxes.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Trust Collateral Agent and the Trustee and any agent of the Issuer, the Trust Collateral Agent or the Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Trust Collateral Agent, the Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Majority Noteholders. The Indenture also contains provisions permitting the Noteholders representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Trustee and the Noteholders under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

 

C-6


This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the Indenture or the Basic Documents, neither Wilmington Trust Company in its individual capacity, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Issuer for the sole purposes of binding the Issuer. The Holder of this Note by the acceptance hereof agrees that except as expressly provided in the Indenture or the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

 

C-7


ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto                                                                  

            (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

 

Dated                                                                                                                   1

     

 

      Signature Guaranteed:
     

 

     

 

 

 

1  NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

 

C-8


EXHIBIT D

 

REGISTERED    $89,550,000

No. RB D

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO. 03065FAG7

Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2017-1

CLASS D 3.13% ASSET BACKED NOTE

AmeriCredit Automobile Receivables Trust 2017-1, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of EIGHTY-NINE MILLION FIVE HUNDRED FIFTY THOUSAND DOLLARS payable on each Distribution Date in an amount equal to the product of (i) a fraction the numerator of which is $89,550,000 and the denominator of which is $89,550,000 times (ii) the aggregate amount, if any, payable from the Note Distribution Account and Collection Account in respect of principal on the Class D Notes pursuant to the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the Distribution Date occurring on January 18, 2023 (the “Final Scheduled Distribution Date”). The Issuer will pay interest on this Note at the rate per annum shown above on each Distribution Date until the principal of this Note is paid or made available for payment. Interest on this Note will accrue for each Distribution Date from the most recent Distribution Date on which interest has been paid to but excluding such Distribution Date or, if no interest has yet been paid, from February 23, 2017. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.


Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

 

D-2


IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer as of the date set forth below.

 

   

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2017-1

    By:   WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee under the Trust Agreement
    By:  

 

    Name:
    Title:

 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

 

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Date: February 23, 2017    

THE BANK OF NEW YORK MELLON, not in its

individual capacity but solely as Trustee

    By:  

 

    Authorized Signer

 

D-3


[REVERSE OF NOTE]

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class D 3.13% Asset Backed Notes (herein called the “Class D Notes”), all issued under an Indenture dated as of January 11, 2017 (such indenture, as supplemented or amended, is herein called the “Indenture”), between the Issuer and The Bank of New York Mellon, as trustee (the “Trustee,” which term includes any successor Trustee under the Indenture) and as trust collateral agent (the “Trust Collateral Agent”), which term includes any successor Trust Collateral Agent) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.

The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B Notes, the Class A-3 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes (together, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.

Principal of the Class D Notes will be payable on each Distribution Date in an amount described on the face hereof. “Distribution Date” means the eighteenth day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing March 20, 2017. If AmeriCredit is no longer acting as Servicer, the distribution date may be a different day of the month. The term “Distribution Date,” shall be deemed to include the Final Scheduled Distribution Date.

As described above, the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Final Scheduled Distribution Date and the Redemption Date, if any, pursuant to the Indenture. As described above, a portion of the unpaid principal balance of this Note shall be due and payable on the Redemption Date, if any. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Majority Noteholders have declared the Notes to be immediately due and payable in the manner provided in the Indenture. All principal payments on the Class D Notes shall be made pro rata to the Class D Noteholders entitled thereto.

Payments of interest on this Note due and payable on each Distribution Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Distribution Date shall be binding

 

D-4


upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Distribution Date, then the Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Holder hereof as of the Record Date preceding such Distribution Date by notice mailed prior to such Distribution Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Trustee’s principal Corporate Trust Office or at the office of the Trustee’s agent appointed for such purposes located in Dallas, Texas.

The Issuer shall pay interest on overdue installments of interest at the Class D Interest Rate to the extent lawful.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar which requirements include membership or participation in Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

If this Note has been issued as a Definitive Note, the Note Registrar shall not register the transfer of this Note unless the prospective transferee has represented and warranted in writing that either (a) it is not a Benefit Plan Entity or (b) it is a Benefit Plan Entity and its acquisition, holding and disposition of this Note is covered by a Prohibited Transaction Class Exemption or the Statutory Exemption or otherwise will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, if it is subject to any Similar Law, such acquisition, holding and disposition will not violate such Similar Law). If this Note has been issued as a Book Entry Note, each transferee of this Note or any beneficial interest herein shall be deemed to represent that either (a) it is not a Benefit Plan Entity or (b) it is a Benefit Plan Entity and its acquisition, holding and disposition of this Note or any beneficial interest herein is covered by a Prohibited Transaction Class Exemption or the Statutory Exemption or otherwise will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, if it is subject to any Similar Law, such acquisition, holding and disposition will not violate such Similar Law).

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees (i) that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee, the Trust

 

D-5


Collateral Agent or the Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (a) the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, (b) any owner of a beneficial interest in the Issuer or (c) any partner, owner, beneficiary, agent, officer, director or employee of the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Seller, the Servicer, the Owner Trustee, the Trust Collateral Agent or the Trustee or of any successor or assign of the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Trustee, the Trust Collateral Agent and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity, and (ii) to treat the Notes that are owned or beneficially owned by a Person other than AFS SenSub Corp., or its Affiliates, as indebtedness for purposes of federal income, state and local income and franchise and any other income taxes.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Trust Collateral Agent and the Trustee and any agent of the Issuer, the Trust Collateral Agent or the Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Trust Collateral Agent, the Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Majority Noteholders. The Indenture also contains provisions permitting the Noteholders representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Trustee and the Noteholders under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

 

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This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the Indenture or the Basic Documents, neither Wilmington Trust Company in its individual capacity, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Issuer for the sole purposes of binding the Issuer. The Holder of this Note by the acceptance hereof agrees that except as expressly provided in the Indenture or the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

 

D-7


ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto                                                                  

            (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

 

Dated                                                                                                                   1

     

 

      Signature Guaranteed:
     

 

     

 

 

 

1  NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

 

D-8


EXHIBIT E

 

REGISTERED    $23,780,000

No. RB E

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO. 03065FAH5

Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS NOTE THE HOLDER OF THIS NOTE IS DEEMED TO REPRESENT TO AFS SENSUB CORP. (THE “SELLER”) AND THE OWNER TRUSTEE THAT IT (I) IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QIB”) AND IS ACQUIRING SUCH NOTE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QIBS) TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (II) IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501 UNDER THE SECURITIES ACT (AN “ACCREDITED INVESTOR”) AND IS ACQUIRING SUCH NOTE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE ACCREDITED INVESTORS) OR (III) IS OTHERWISE ACQUIRING THIS NOTE IN A TRANSACTION EXEMPT FROM THE SECURITIES ACT.

NO SALE, PLEDGE OR OTHER TRANSFER OF THIS NOTE MAY BE MADE BY ANY PERSON UNLESS (I) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO THE SELLER, (II) SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES AFTER DUE INQUIRY IS A QIB ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QIBS) TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (III) SUCH SALE, PLEDGE OR OTHER TRANSFER IS OTHERWISE MADE IN A TRANSFER EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN


WHICH CASE (A) THE ISSUER SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE ISSUER AND THE SELLER IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER AND THE SELLER, AND (B) THE ISSUER SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE ISSUER, THE SELLER OR THE OWNER TRUSTEE) SATISFACTORY TO THE SELLER AND THE ISSUER TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT OR THE APPLICABLE STATE SECURITIES LAWS. ANY ATTEMPTED TRANSFER IN CONTRAVENTION OF THE IMMEDIATELY PRECEDING RESTRICTIONS WILL BE VOID AB INITIO AND THE PURPORTED TRANSFEROR WILL CONTINUE TO BE TREATED AS THE OWNER OF THE NOTES FOR ALL PURPOSES.

EACH PURCHASER OR TRANSFEREE OF A BENEFICIAL INTEREST IN THIS NOTE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT, AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF, (A) AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF TITLE I OF ERISA, (B) A “PLAN” (WITHIN THE MEANING OF SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (C) ANY ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO BE ASSETS OF AN EMPLOYEE BENEFIT PLAN OR PLAN DESCRIBED IN (A) OR (B) BY REASON OF SUCH EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY (COLLECTIVELY, A “BENEFIT PLAN INVESTOR”) OR (D) AN EMPLOYEE BENEFIT PLAN, A PLAN OR OTHER SIMILAR ARRANGEMENT THAT IS NOT A BENEFIT PLAN INVESTOR BUT IS SUBJECT TO FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

 

E-2


AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2017-1

CLASS E 0.00% ASSET BACKED NOTE

AmeriCredit Automobile Receivables Trust 2017-1, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of TWENTY-THREE MILLION SEVEN HUNDRED EIGHTY THOUSAND DOLLARS payable on each Distribution Date in an amount equal to the product of (i) a fraction the numerator of which is $23,780,000 and the denominator of which is $23,780,000 times (ii) the aggregate amount, if any, payable from the Note Distribution Account and Collection Account in respect of principal on the Class E Notes pursuant to the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the Distribution Date occurring on August 19, 2024 (the “Final Scheduled Distribution Date”). The Issuer will pay interest on this Note at the rate per annum shown above on each Distribution Date until the principal of this Note is paid or made available for payment. Interest on this Note will accrue for each Distribution Date from the most recent Distribution Date on which interest has been paid to but excluding such Distribution Date or, if no interest has yet been paid, from February 23, 2017. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.


IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer as of the date set forth below.

 

    AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2017-1
    By:   WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee under the Trust Agreement
    By:  

 

    Name:
    Title:

 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

 

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Date: February 23, 2017     THE BANK OF NEW YORK MELLON, not in its individual capacity but solely as Trustee
    By:  

 

    Authorized Signer

 

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[REVERSE OF NOTE]

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class E 0.00% Asset Backed Notes (herein called the “Class E Notes”), all issued under an Indenture dated as of January 11, 2017 (such indenture, as supplemented or amended, is herein called the “Indenture”), between the Issuer and The Bank of New York Mellon, as trustee (the “Trustee,” which term includes any successor Trustee under the Indenture) and as trust collateral agent (the “Trust Collateral Agent”), which term includes any successor Trust Collateral Agent) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.

The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B Notes, the Class A-3 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes (together, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.

Principal of the Class E Notes will be payable on each Distribution Date in an amount described on the face hereof. “Distribution Date” means the eighteenth day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing March 20, 2017. If AmeriCredit is no longer acting as Servicer, the distribution date may be a different day of the month. The term “Distribution Date,” shall be deemed to include the Final Scheduled Distribution Date.

As described above, the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Final Scheduled Distribution Date and the Redemption Date, if any, pursuant to the Indenture. As described above, a portion of the unpaid principal balance of this Note shall be due and payable on the Redemption Date, if any. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Majority Noteholders have declared the Notes to be immediately due and payable in the manner provided in the Indenture. All principal payments on the Class E Notes shall be made pro rata to the Class E Noteholders entitled thereto.

Payments of interest on this Note due and payable on each Distribution Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Distribution Date shall be binding

 

E-3


upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Distribution Date, then the Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Holder hereof as of the Record Date preceding such Distribution Date by notice mailed prior to such Distribution Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Trustee’s principal Corporate Trust Office or at the office of the Trustee’s agent appointed for such purposes located in Dallas, Texas.

The Issuer shall pay interest on overdue installments of interest at the Class E Interest Rate to the extent lawful.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar which requirements include membership or participation in Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

If this Note has been issued as a Definitive Note, the Note Registrar shall not register the transfer of this Note unless the prospective transferee has represented and warranted in writing it is not a Benefit Plan Entity. If this Note has been issued as a Book Entry Note, each transferee of this Note or any beneficial interest herein shall be deemed to represent that it is not a Benefit Plan Entity.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees (i) that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee, the Trust Collateral Agent or the Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (a) the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, (b) any owner of a beneficial interest in the Issuer or (c) any partner, owner, beneficiary, agent, officer, director or employee of the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Seller, the Servicer, the Owner Trustee, the Trust Collateral Agent or the Trustee or of any successor or assign of the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being

 

E-4


understood that the Trustee, the Trust Collateral Agent and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity, and (ii) to treat the Notes that are owned or beneficially owned by a Person other than AFS SenSub Corp., or its Affiliates, as indebtedness for purposes of federal income, state and local income and franchise and any other income taxes.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Trust Collateral Agent and the Trustee and any agent of the Issuer, the Trust Collateral Agent or the Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Trust Collateral Agent, the Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Majority Noteholders. The Indenture also contains provisions permitting the Noteholders representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Trustee and the Noteholders under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

 

E-5


Anything herein to the contrary notwithstanding, except as expressly provided in the Indenture or the Basic Documents, neither Wilmington Trust Company in its individual capacity, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Issuer for the sole purposes of binding the Issuer. The Holder of this Note by the acceptance hereof agrees that except as expressly provided in the Indenture or the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

 

E-6


ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto                                                                  

            (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

 

Dated                                                                                                                   1

     

 

      Signature Guaranteed:
     

 

     

 

 

 

1  NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

 

E-7


SCHEDULE A

REPRESENTATIONS AND WARRANTIES OF THE ISSUER

Representations and Warranties Regarding the Receivables:

1.    Security Interest in Financed Vehicle. This Indenture creates a valid and continuing Security Interest (as defined in the applicable UCC) in the Receivables in favor of the Trust Collateral Agent, which Security Interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Seller. The Issuer owns and has good and marketable title to the Receivables free and clear of any Lien (other than the Lien in favor of the Trust Collateral Agent), claim or encumbrance of any Person.

2.    Perfection of Security Interest. Each Receivable is secured by a first priority validly perfected security interest in the related Financed Vehicle or all necessary actions with respect to such Receivable have been taken or will be taken to perfect a first priority security interest in the related Financed Vehicle in favor of the Trust Collateral Agent, for the benefit of the Issuer Secured Party.

3.    All Filings Made. The Issuer has taken all steps necessary to perfect the Trust Collateral Agent’s security interest in the property securing the Receivables, provided that, if not done as of the Closing Date, the Issuer will cause, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the State of Delaware under applicable law in order to perfect the security interest in the Receivables granted to the Trust Collateral Agent hereunder. All financing statements filed or to be filed against the Issuer in favor of the Trust Collateral Agent in connection herewith describing the Receivables contain a statement to the following effect: “A purchase of or a security interest in any collateral described in this financing statement will violate the rights of the Trust Collateral Agent.”

4.    No Impairment. The Issuer has not done anything to convey any right to any Person that would result in such Person having a right to payments due under the Receivable or otherwise to impair the rights of the Trustee, the Trust Collateral Agent and the Noteholders in any Receivable or the proceeds thereof. Other than the security interest granted to the Trust Collateral Agent pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Trust Collateral Agent hereunder or that has been terminated. The Issuer is not aware of any judgment, ERISA or tax lien filings against it.

5.    Chattel Paper. The Receivables constitute “tangible chattel paper” or “electronic chattel paper” within the meaning of the UCC.

 

Sch.A-1


6.    Good Title. Immediately prior to the pledge of the Receivables to the Trust Collateral Agent pursuant to this Indenture, the Issuer was the sole owner thereof and had good and indefeasible title thereto, free of any Lien and, upon execution and delivery of this Indenture, the Trust shall have good and indefeasible title to and will be the sole owner of such Receivables, free of any Lien. No Dealer has a participation in, or other right to receive, proceeds of any Receivable. The Issuer has not taken any action to convey any right to any Person that would result in such Person having a right to payments received under the related Insurance Policies or the related Dealer Agreements, Dealer Assignments or to payments due under such Receivables.

7.    Possession of Original Copy. The Servicer, as Custodian on behalf of the Issuer, has in its possession or control the original contract (or with respect to “electronic chattel paper”, the authoritative copy) that constitutes or evidences the Receivable.

8.    One Original. There is only one original executed copy (or with respect to “electronic chattel paper”, one authoritative copy) of each Contract. With respect to Contracts that are “electronic chattel paper”, each authoritative copy (a) is unique, identifiable and unalterable (other than with the participation of the Trust Collateral Agent in the case of an addition or amendment of an identified assignee and other than a revision that is readily identifiable as an authorized or unauthorized revision), (b) has been marked with a legend to the following effect: “Authoritative Copy” and (c) has been communicated to and is maintained by or on behalf of the Custodian.

9.    Not an Authoritative Copy. With respect to Contracts that are “electronic chattel paper”, the Servicer has marked all copies of each such Contract other than an authoritative copy with a legend to the following effect: “This is not an authoritative copy.”

10.    Revisions. With respect to Contracts that are “electronic chattel paper”, the related Receivables have been established in a manner such that (a) all copies or revisions that add or change an identified assignee of the authoritative copy of each such Contract must be made with the participation of the Trust Collateral Agent and (b) all revisions of the authoritative copy of each such Contract must be readily identifiable as an authorized or unauthorized revision.

11.    Pledge or Assignment. With respect to Contracts that are “electronic chattel paper”, the authoritative copy of each Contract communicated to the Custodian has no marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Trust Collateral Agent.

 

Sch.A-2

EX-4.2 4 d317641dex42.htm EX-4.2 EX-4.2

Exhibit 4.2

 

 

 

AMENDED AND RESTATED

TRUST AGREEMENT

between

AFS SENSUB CORP.

Seller

and

WILMINGTON TRUST COMPANY

Owner Trustee

Dated as of January 11, 2017

 

 

 


TABLE OF CONTENTS

 

ARTICLE I. DEFINITIONS

     1   

SECTION 1.1.

 

Capitalized Terms

     1   

SECTION 1.2.

 

Other Definitional Provisions

     3   

ARTICLE II. ORGANIZATION

     4   

SECTION 2.1.

 

Name

     4   

SECTION 2.2.

 

Office

     4   

SECTION 2.3.

 

Purposes and Powers

     4   

SECTION 2.4.

 

Appointment of Owner Trustee

     5   

SECTION 2.5.

 

Initial Capital Contribution of Trust Estate

     5   

SECTION 2.6.

 

Declaration of Trust

     6   

SECTION 2.7.

 

Title to Trust Property

     6   

SECTION 2.8.

 

Situs of Trust

     6   

SECTION 2.9.

 

Representations and Warranties of the Depositor

     6   

SECTION 2.10.

 

Covenants of the Certificateholder

     7   

SECTION 2.11.

 

Federal Income Tax Treatment of the Trust

     8   

ARTICLE III. CERTIFICATE AND TRANSFER OF INTEREST

     9   

SECTION 3.1.

 

Initial Ownership

     9   

SECTION 3.2.

 

The Certificate

     9   

SECTION 3.3.

 

Authentication of Certificate

     9   

SECTION 3.4.

 

Registration of Transfer and Exchange of Certificate

     9   

SECTION 3.5.

 

Mutilated, Destroyed, Lost or Stolen Certificates

     10   

SECTION 3.6.

 

Persons Deemed Certificateholders

     11   

SECTION 3.7.

 

Maintenance of Office or Agency

     11   

SECTION 3.8.

 

Disposition in Whole But Not in Part

     11   

SECTION 3.9.

 

ERISA Restrictions

     11   

SECTION 3.10.

 

Appointment of Certificate Paying Agent

     12   

ARTICLE IV. VOTING RIGHTS AND OTHER ACTIONS

     12   

SECTION 4.1.

 

Prior Notice to Holder with Respect to Certain Matters

     12   

SECTION 4.2.

 

Action by Certificateholder with Respect to Certain Matters

     13   

SECTION 4.3.

 

Restrictions on Certificateholder’s Power

     13   

SECTION 4.4.

 

[Reserved]

     14   

SECTION 4.5.

 

Action with Respect to Bankruptcy Action

     14   

SECTION 4.6.

 

Covenants and Restrictions on Conduct of Business

     15   

ARTICLE V. AUTHORITY AND DUTIES OF OWNER TRUSTEE

     16   

SECTION 5.1.

 

General Authority

     16   

SECTION 5.2.

 

General Duties

     17   

SECTION 5.3.

 

Action upon Instruction

     17   

SECTION 5.4.

 

No Duties Except as Specified in this Agreement or in Instructions

     18   


SECTION 5.5.

 

No Action Except under Specified Documents or Instructions

     18   

SECTION 5.6.

 

Restrictions

     18   

SECTION 5.7.

 

Covenants for Reporting of Repurchase Demands due to Breaches of Representations and Warranties

     18   

ARTICLE VI. CONCERNING THE OWNER TRUSTEE

     19   

SECTION 6.1.

 

Acceptance of Trusts and Duties

     19   

SECTION 6.2.

 

Furnishing of Documents

     21   

SECTION 6.3.

 

Representations and Warranties

     21   

SECTION 6.4.

 

Reliance; Advice of Counsel

     22   

SECTION 6.5.

 

Not Acting in Individual Capacity

     22   

SECTION 6.6.

 

Owner Trustee Not Liable for Certificate or Receivables

     22   

SECTION 6.7.

 

Owner Trustee May Own Notes

     23   

SECTION 6.8.

 

Payments from Owner Trust Estate

     23   

SECTION 6.9.

 

Doing Business in Other Jurisdictions

     23   

SECTION 6.10.

 

FATCA Information

     23   

ARTICLE VII. COMPENSATION OF OWNER TRUSTEE

     24   

SECTION 7.1.

 

Owner Trustee’s Fees and Expenses

     24   

SECTION 7.2.

 

Indemnification

     24   

SECTION 7.3.

 

Payments to the Owner Trustee

     24   

SECTION 7.4.

 

Non-recourse Obligations

     25   

ARTICLE VIII. TERMINATION OF TRUST AGREEMENT

     25   

SECTION 8.1.

 

Termination of Trust Agreement

     25   

ARTICLE IX. SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

     26   

SECTION 9.1.

 

Eligibility Requirements for Owner Trustee

     26   

SECTION 9.2.

 

Resignation or Removal of Owner Trustee

     26   

SECTION 9.3.

 

Successor Owner Trustee

     27   

SECTION 9.4.

 

Merger or Consolidation of Owner Trustee

     28   

SECTION 9.5.

 

Appointment of Co-Trustee or Separate Trustee

     28   

ARTICLE X. MISCELLANEOUS

     29   

SECTION 10.1.

 

Supplements and Amendments

     29   

SECTION 10.2.

 

No Legal Title to Owner Trust Estate in Certificateholder

     30   

SECTION 10.3.

 

Limitations on Rights of Others

     30   

SECTION 10.4.

 

Notices

     30   

SECTION 10.5.

 

Severability

     31   

SECTION 10.6.

 

Separate Counterparts

     31   

SECTION 10.7.

 

Assignments

     31   

SECTION 10.8.

 

No Recourse

     31   

SECTION 10.9.

 

Headings

     31   

 

ii


SECTION 10.10.

 

GOVERNING LAW

     32   

SECTION 10.11.

 

Servicer

     32   

SECTION 10.12.

 

Nonpetition Covenants

     32   

SECTION 10.13.

 

Regulation AB

     33   

ARTICLE XI. APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

     33   

SECTION 11.1.

 

Establishment of Trust Accounts

     33   

SECTION 11.2.

 

Application of Trust Funds

     33   

SECTION 11.3.

 

Method of Payment

     34   

EXHIBITS

 

Exhibit A    Form of Certificate
Exhibit B    Form of Certificate of Trust
Exhibit C    Form of Notice of Repurchase Request

 

iii


This AMENDED AND RESTATED TRUST AGREEMENT, dated as of January 11, 2017, between AFS SENSUB CORP., a Nevada corporation, as depositor (the “Seller”), and WILMINGTON TRUST COMPANY, a Delaware trust company, as Owner Trustee, amends and restates in its entirety that certain Trust Agreement, dated as of January 5, 2017, between the Seller and the Owner Trustee.

Article I.

Definitions

SECTION 1.1.     Capitalized Terms. For all purposes of this Agreement, the following terms shall have the meanings set forth below:

AmeriCredit” shall mean AmeriCredit Financial Services, Inc.

Agreement” shall mean this Trust Agreement, as the same may be amended and supplemented from time to time.

Bankruptcy Action” shall have the meaning assigned to such term in Section 4.5(a).

Basic Documents” shall mean this Agreement, the Certificate of Trust, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Underwriting Agreement, the Asset Representations Review Agreement and the other documents and certificates delivered in connection therewith, as the same may be amended, restated or supplemented from time to time.

BBA Partnership Audit Rules” shall mean Sections 6221 through 6241 of the Code, including any other Code provisions with respect to the same subject matter as Sections 6221 through 6241, and any regulations promulgated or proposed under any such Sections and any administrative guidance with respect thereto.

Benefit Plan Entity” shall have the meaning assigned to such term in Section 3.9.

Benefit Plan Investor” shall have the meaning assigned to such term in Section 3.9.

Certificate” means a trust certificate evidencing the beneficial interest of the Certificateholder in the Trust, substantially in the form of Exhibit A attached hereto.

Certificateholder” or “Holder” shall mean the person in whose name a Certificate is registered on the Certificate Register.

Certificate Distribution Account” shall have the meaning assigned to such term in Section 11.1.

Certificate Paying Agent” shall mean any paying agent or co-paying agent appointed pursuant to Section 3.10 and shall initially be Wilmington Trust Company.

Certificate of Trust” shall mean the Certificate of Trust in the form of Exhibit B to be filed for the Trust pursuant to Section 3810(a) of the Statutory Trust Statute.


Certificate Register” and “Certificate Registrar” shall mean the register mentioned and the registrar appointed pursuant to Section 3.4.

Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and Treasury Regulations promulgated thereunder.

Corporate Trust Office” shall mean, with respect to the Owner Trustee, the principal corporate trust office of the Owner Trustee located at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration, or at such other address as the Owner Trustee may designate by notice to the Depositor, or the principal corporate trust office of any successor Owner Trustee (the address of which the successor owner trustee will notify the Depositor).

Depositor” shall mean the Seller in its capacity as Depositor hereunder.

Distribution Date” shall have the meaning set forth in the Sale and Servicing Agreement.

ERISA” shall have the meaning assigned to such term in Section 3.9.

Expenses” shall have the meaning assigned to such term in Section 7.2.

FATCA” shall mean Sections 1471 through 1474 of the Code and (a) any regulations or official interpretations thereof (including any revenue ruling, revenue procedure, notice or similar guidance issued by the IRS thereunder as a precondition to relief or exemption from taxes under such Sections, regulations and interpretations), (b) any applicable agreement entered into under Section 1471(b)(1) of the Code, and (c) any applicable intergovernmental agreement with respect to the implementation of the foregoing.

FATCA Information” shall mean, with respect to any Certificateholder or Holder, any form or other certification, or such other information reasonably sufficient to eliminate the imposition of, or determine the amount of, FATCA Withholding Tax.

FATCA Withholding Tax” shall mean any required withholding or deduction of tax pursuant to FATCA.

Indemnified Parties” shall have the meaning assigned to such term in Section 7.2.

Indenture” shall mean the Indenture dated as of January 11, 2017 between the Trust and The Bank of New York Mellon, as Trust Collateral Agent and Trustee, as the same may be amended and supplemented from time to time.

Majority Certificateholder” shall mean the Holder of the greatest percentage ownership interest in the Certificate as recorded in the Certificate Register.

Owner Trust Estate” shall mean all right, title and interest of the Trust in and to the property and rights assigned to the Trust pursuant to Article II of the Sale and Servicing Agreement, all funds on deposit from time to time in the Trust Accounts and all other property of the Trust from time to time, including any rights of the Trust pursuant to the Sale and Servicing Agreement.

 

2


Owner Trustee” shall mean Wilmington Trust Company, a Delaware trust company, not in its individual capacity but solely as owner trustee under this Agreement, and any successor Owner Trustee hereunder.

Record Date” shall mean with respect to any Distribution Date, the close of business on the last Business Day immediately preceding such Distribution Date.

Responsible Officer” shall mean, with respect to the Owner Trustee, any officer within the Corporate Trust Administration office of the Owner Trustee with direct responsibility for the administration of the Trust and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

Sale and Servicing Agreement” shall mean the Sale and Servicing Agreement dated as of January 11, 2017, among the Trust, the Seller, AmeriCredit, and The Bank of New York Mellon, as Trust Collateral Agent, as the same may be amended and supplemented from time to time.

Secretary of State” shall mean the Secretary of State of the State of Delaware.

STAMP” shall have the meaning assigned to such term in Section 3.4.

Statutory Trust Statute” shall mean Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code § 3801 et seq. as the same may be amended from time to time.

Treasury Regulations” shall mean regulations, including proposed or temporary regulations, promulgated under the Code. References herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.

Trust” shall mean the trust established by this Agreement.

Trust Collateral Agent” shall mean, initially, The Bank of New York Mellon, in its capacity as collateral agent, including its successors in interest, until and unless a successor Person shall have become the Trust Collateral Agent pursuant to the Sale and Servicing Agreement, and thereafter “Trust Collateral Agent” shall mean such successor Person.

SECTION 1.2.     Other Definitional Provisions.

(a)     Capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Sale and Servicing Agreement or, if not defined therein, in the Indenture.

(b)     All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

 

3


(c)     As used in this Agreement and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Agreement or in any such certificate or other document, and accounting terms partly defined in this Agreement or in any such certificate or other document to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles as in effect on the date of this Agreement or any such certificate or other document, as applicable. To the extent that the definitions of accounting terms in this Agreement or in any such certificate or other document are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained in this Agreement or in any such certificate or other document shall control.

(d)     The words “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; Section and Exhibit references contained in this Agreement are references to Sections and Exhibits in or to this Agreement unless otherwise specified; and the term “including” shall mean “including without limitation.”

(e)     The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

Article II.

Organization

SECTION 2.1.     Name

There is hereby continued a Delaware statutory trust to be known as “AmeriCredit Automobile Receivables Trust 2017-1,” in which name the Owner Trustee may conduct the business of the Trust, make and execute contracts and other instruments on behalf of the Trust and sue and be sued.

SECTION 2.2.     Office

The office of the Trust shall be in care of the Owner Trustee at the Corporate Trust Office or at such other address as the Owner Trustee may designate by written notice to the Certificateholder.

SECTION 2.3.     Purposes and Powers.

The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities:

(a)     to issue the Notes pursuant to the Indenture and the Certificate pursuant to this Agreement, and to sell the Notes;

 

4


(b)     to acquire the property and assets set forth in the Sale and Servicing Agreement from the Depositor pursuant to the terms thereof, to fund the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust;

(c)     to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture;

(d)     to enter into and perform its obligations under the Basic Documents to which it is a party;

(e)     to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), and the filing of state business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and

(f)     subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders.

The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

SECTION 2.4.     Appointment of Owner Trustee

The Depositor hereby appoints the Owner Trustee as trustee of the Trust effective as of the date hereof, to have all the rights, powers and duties set forth herein. The Owner Trustee hereby accepts such appointment.

SECTION 2.5.     Initial Capital Contribution of Trust Estate

The Owner Trustee has acknowledged receipt in trust from the Depositor of the sum of $1.00 which contribution shall constitute the initial Owner Trust Estate. The Depositor acknowledges that such contribution has been transferred to, and is being held by, The Bank of New York Mellon, as agent for the Trust in an account established by The Bank of New York Mellon, on behalf of the Trust, which contribution shall constitute the initial Owner Trust Estate. The Depositor shall pay organizational expenses of the Trust as they may arise.

 

5


SECTION 2.6.     Declaration of Trust

The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Holder, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Statute and that this Agreement constitute the governing instrument of such statutory trust. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and to the extent not inconsistent herewith, in the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. The Owner Trustee has filed the Certificate of Trust with the Secretary of State and such filing is hereby ratified in all respects.

The Holder shall not have any personal liability for any liability or obligation of the Trust.

SECTION 2.7.     Title to Trust Property.

(a)     Legal title to all the Owner Trust Estate shall be vested at all times in the Trust as a separate legal entity except where applicable law in any jurisdiction requires title to any part of the Owner Trust Estate to be vested in a trustee or trustees, in which case title shall be deemed to be vested in the Owner Trustee, a co-trustee and/or a separate trustee, as the case may be.

(b)     The Holder shall not have legal title to any part of the Trust Property. The Holder shall be entitled to receive distributions with respect to its undivided ownership interest therein only in accordance with Article VIII and Article XI. No transfer, by operation of law or otherwise, of any right, title or interest by the Certificateholder of its ownership interest in the Owner Trust Estate shall operate to terminate this Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Trust Property.

SECTION 2.8.     Situs of Trust

The Trust will be located and administered in the State of Delaware. All bank accounts maintained by the Owner Trustee on behalf of the Trust shall be located in the State of Delaware or the State of New York. Payments will be received by the Trust only in Delaware or New York and payments will be made by the Trust only from Delaware or New York. The Trust shall not have any employees in any state other than Delaware; provided, however, that nothing herein shall restrict or prohibit the Owner Trustee, the Servicer or any agent of the Trust from having employees within or outside the State of Delaware. The only office of the Trust will be at the Corporate Trust Office located in Delaware.

SECTION 2.9.     Representations and Warranties of the Depositor

The Depositor makes the following representations and warranties on which the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Certificate.

(a)     Organization and Good Standing. The Depositor is duly organized and validly existing as a Nevada corporation with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant to this Agreement and the Basic Documents.

 

6


(b)     Due Qualification. The Depositor is duly qualified to do business as a foreign corporation, is in good standing, and has obtained, or has filed all forms, in the appropriate form, that are required to obtain, all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification.

(c)     Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary action.

(d)     No Consent Required. No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Agreement and the Basic Documents, except for such as have been applied for, obtained, effected or made.

(e)     No Violation. The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under the certificate of incorporation or by-laws of the Depositor, or any material indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties.

(f)     No Proceedings. There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over it or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Certificate or the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Certificate.

SECTION 2.10.     Covenants of the Certificateholder

The Certificateholder agrees:

(a)     to be bound by the terms and conditions of the Certificate of which the Holder is the beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a Holder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust and the Owner Trustee; and

 

7


(b)     except as expressly provided in Sections 4.5 and 10.12, not to, for any reason, take any Bankruptcy Action.

SECTION 2.11.     Federal Income Tax Treatment of the Trust.

(a)     For so long as the Trust has a single owner for federal income tax purposes, it will, pursuant to Treasury Regulations promulgated under section 7701 of the Code, be disregarded as an entity distinct from the Certificateholder for all federal income tax purposes. Accordingly, for federal income tax purposes, the Certificateholder will be treated as (i) owning all assets owned by the Trust and (ii) having incurred all liabilities incurred by the Trust, and all transactions between the Trust and the Certificateholder will be disregarded.

(b)     Neither the Owner Trustee nor the Certificateholder will, under any circumstances, and at any time, make an election on IRS Form 8832 or otherwise, to classify the Trust as an association taxable as a corporation for federal, state or any other applicable tax purpose.

(c)     In the event that the Trust has two or more equity owners for federal income tax purposes, the Trust will be treated as a partnership. At any such time that the Trust has two or more equity owners, this Agreement will be amended, in accordance with Section 10.1 herein, and appropriate provisions will be added so as to provide for treatment of the Trust as a partnership.

(d)     In the event that the Trust is classified as a partnership for federal income tax purposes as of January 1, 2018, or if later, the date that the BBA Partnership Audit Rules are first applicable to the Trust, (i) the Depositor (or if the Depositor is no longer a Certificateholder, the Majority Certificateholder) is hereby designated as the partnership representative under Section 6223(a) of the Code to the extent allowed under the law and (ii) the Depositor (or if the Depositor is no longer a Certificateholder, the Majority Certificateholder) will or will cause the Trust, to the extent eligible, to make the election under Section 6221(b) of the Code with respect to determinations of adjustments at the partnership level and take any other action (such as disclosures and notifications) necessary or appropriate to effectuate such election. If the election described in the preceding sentence is not available, to the extent applicable, the Depositor (or if the Depositor is no longer a Certificateholder, the Majority Certificateholder) will or will cause the Trust to make the election under Section 6226(a) of the Code with respect to the alternative to payment of imputed underpayment by a partnership and take any other action such as filings, disclosures and notifications necessary or appropriate to effectuate such election. The Depositor (or if the Depositor is no longer a Certificateholder, the Majority Certificateholder) is authorized, in its sole discretion, to make any available election with respect to the BBA Partnership Audit Rules and take any action it deems necessary or appropriate to comply with the requirements of the Code and to conduct the Trust’s affairs with respect to the BBA Partnership Audit Rules.

 

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Article III.

Certificate and Transfer of Interest

SECTION 3.1.     Initial Ownership

Upon the formation of the Trust by the contribution by the Depositor pursuant to Section 2.5 and until the issuance of the Certificate to the initial Certificateholder, the Depositor shall be the sole beneficiary of the Trust.

SECTION 3.2.     The Certificate

The Certificate shall be executed on behalf of the Trust by manual or facsimile signature of an authorized officer of the Owner Trustee. A Certificate bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be validly issued and entitled to the benefit of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificate or did not hold such offices at the date of authentication and delivery of such Certificate. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon due registration of such Certificate in such transferee’s name pursuant to Section 3.4.

SECTION 3.3.     Authentication of Certificate

Concurrently with the sale of the Receivables to the Trust pursuant to the Sale and Servicing Agreement, the Owner Trustee shall cause the Certificate to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president or any vice president, its treasurer or any assistant treasurer without further corporate action by the Depositor, in authorized denominations. No Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Owner Trustee’s authentication agent, by manual signature; such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. The Certificate shall be dated the date of its authentication.

SECTION 3.4.     Registration of Transfer and Exchange of Certificate

The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.7, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of the Certificate and of transfers and exchanges of the Certificate as herein provided. Wilmington Trust Company shall be the initial Certificate Registrar.

The Certificate Registrar shall provide the Trust Collateral Agent and the Trustee with the name and address of the Certificateholder (if other than the Depositor) on the Closing Date. Upon any transfers of the Certificate, the Certificate Registrar shall notify the Trust Collateral

 

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Agent and the Trustee of the name and address of the transferee in writing, by facsimile, on the day of such transfer. The Trust Collateral Agent and the Trustee shall be entitled to fully rely on the most recently provided Certificateholder information with no liability therefor.

Upon surrender for registration of transfer of the Certificate at the office or agency maintained pursuant to Section 3.7, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Certificate dated the date of authentication by the Owner Trustee or any authenticating agent.

A Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Certificateholder or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Certificate Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice.

No service charge shall be made for any registration of transfer or exchange of the Certificate, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the Certificate.

Notwithstanding the foregoing, no sale or transfer of a Certificate shall be permitted (including, without limitation, by pledge or hypothecation), and no such sale or transfer shall be registered by the Certificate Registrar to be effective hereunder, if the sale or transfer thereof increases the number of Certificateholders to more than ninety-nine (99). For purposes of determining the total number of Certificateholders, a beneficial owner of an interest in a partnership, grantor trust, S corporation or other flow-through entity that owns, directly or through other flow-through entities, a Certificate is treated as a holder of a Certificate if (i) substantially all of the value of the beneficial owner’s interest (directly or indirectly) in the flow-through entity is attributed to the flow-through entity’s interest in the Certificate and (ii) a principal purpose of the use of the flow-through entity to hold the Certificate is to satisfy the 99 holder limitation set out above.

SECTION 3.5.     Mutilated, Destroyed, Lost or Stolen Certificates

If (a) any mutilated Certificate shall be surrendered to the Certificate Registrar, or if the Certificate Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b) there shall be delivered to the Certificate Registrar and the Owner Trustee, such security or indemnity as may be required by them to save each of them harmless, then in the absence of notice that such Certificate shall have been acquired by a bona fide purchaser, the Owner Trustee on behalf of the Trust shall execute and the Owner Trustee, or Wilmington Trust Company, as the Owner Trustee’s authenticating agent, shall authenticate and

 

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deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and denomination. In connection with the issuance of any new Certificate under this Section, the Owner Trustee or the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicate Certificate issued pursuant to this Section shall constitute conclusive evidence of an ownership interest in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

SECTION 3.6.     Persons Deemed Certificateholders

Every Person by virtue of becoming a Certificateholder in accordance with this Agreement shall be deemed to be bound by the terms of this Agreement. Prior to due presentation of the Certificate for registration of transfer, the Owner Trustee and the Certificate Registrar and any agent of the Owner Trustee and the Certificate Registrar, may treat the person in whose name any Certificate shall be registered in the Certificate Register as the owner of such Certificate for the purpose of receiving distributions pursuant to the Sale and Servicing Agreement and for all other purposes whatsoever, and none of the Owner Trustee or the Certificate Registrar nor any agent of the Owner Trustee or the Certificate Registrar shall be bound by any notice to the contrary.

SECTION 3.7.     Maintenance of Office or Agency

The Owner Trustee shall maintain an office or offices or agency or agencies where the Certificate may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Owner Trustee in respect of the Certificate and the Basic Documents may be served.    The Owner Trustee initially designates the Corporate Trust Office for such purposes. The Owner Trustee shall give prompt written notice to the Depositor and the Certificateholder of any change in the location of the Certificate Register or any such office or agency.

SECTION 3.8.     Disposition in Whole But Not in Part

The Certificate may be transferred in whole but not in part. Any attempted transfer of the Certificate that would divide the ownership of the Owner Trust Estate shall be void. The Owner Trustee shall cause any Certificate issued to contain a legend stating “THIS CERTIFICATE IS NOT TRANSFERABLE, EXCEPT UNDER THE LIMITED CONDITIONS SPECIFIED IN THE TRUST AGREEMENT.”

SECTION 3.9.     ERISA Restrictions

The Certificate may not be acquired by or for the account of (i) an “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) that is subject to the fiduciary responsibility provisions of Title I of ERISA, (ii) a “plan” (within the meaning of Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code, (iii) any entity whose underlying assets include assets of an employee benefit plan or a plan described in (i) or (ii) above by reason of such employee benefit plan’s or plan’s investment in the entity (collectively, a “Benefit Plan Investor”), or (iv) an employee benefit plan, a plan or other similar arrangement that is not a Benefit Plan Investor but is subject

 

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to federal, state, local, non-U.S. or other laws or regulations that are substantially similar to Section 406 of ERISA or Section 4975 of the Code (each of (i) – (iv), a “Benefit Plan Entity”). By accepting and holding its beneficial ownership interest in its Certificate, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan Entity.

SECTION 3.10.     Appointment of Certificate Paying Agent

The Certificate Paying Agent shall make distributions to the Certificateholder from the Certificate Distribution Account pursuant to Article VIII and Article XI hereof and shall report the amounts of such distributions to the Owner Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent initially shall be Wilmington Trust Company, and any co-paying agent chosen by Wilmington Trust Company and the Depositor. Wilmington Trust Company shall be permitted to resign as Certificate Paying Agent upon 30 days’ written notice to the Owner Trustee and the Depositor. In the event that Wilmington Trust Company shall no longer be the Certificate Paying Agent, the Depositor, with the consent of the Owner Trustee, shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder to execute and deliver to the Owner Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder in trust for the benefit of the Certificateholder entitled thereto until such sums shall be paid to the Certificateholder. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI and VII shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

Article IV.

Voting Rights and Other Actions

SECTION 4.1.     Prior Notice to Holder with Respect to Certain Matters

With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder in writing of the proposed action and the Certificateholder shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that the Certificateholder has withheld consent or provided alternative direction:

(a)     the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute or unless such amendment would not materially and adversely affect the interests of the Holder);

 

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(b)     the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required;

(c)     the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholder; or

(d)     except pursuant to Section 12.1(b) of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholder.

The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Note Registrar or Trust Collateral Agent within five Business Days after receipt of notice thereof.

SECTION 4.2.     Action by Certificateholder with Respect to Certain Matters

The Owner Trustee shall not have the power, except upon the direction of the Certificateholder in accordance with the Basic Documents, to (a) remove the Servicer under the Sale and Servicing Agreement pursuant to Section 9.2 thereof or (b) except as expressly provided in the Basic Documents, sell the Receivables after the termination of the Indenture. The Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed by the Certificateholder and the furnishing of indemnification satisfactory to the Owner Trustee by the Certificateholder.

SECTION 4.3.     Restrictions on Certificateholder’s Power.

(a)     The Certificateholder shall not direct the Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or the Owner Trustee under this Agreement or any of the Basic Documents or would be contrary to Section 2.3 nor shall the Owner Trustee be obligated to follow any such direction, if given.

(b)     The Certificateholder shall not have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action, or proceeding in equity or at law upon or under or with respect to this Agreement or any Basic Document, unless the Certificateholder previously shall have given to the Owner Trustee a written notice of default and of the continuance thereof, as provided in this Agreement, and also unless the Certificateholder shall have made written request upon the Owner Trustee to institute such action, suit or proceeding in its own name as Owner Trustee under this Agreement and shall have offered to the Owner Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Owner Trustee, for 30 days after its receipt of such notice, request, and offer of indemnity, shall have neglected or refused to institute any such action, suit, or proceeding, and during such 30-day period no request or waiver inconsistent with such written

 

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request has been given to the Owner Trustee pursuant to and in compliance with this Section or Section 5.3. For the protection and enforcement of the provisions of this Section, the Certificateholder and the Owner Trustee shall be entitled to such relief as can be given either at law or in equity.

SECTION 4.4.     [Reserved]

SECTION 4.5.     Action with Respect to Bankruptcy Action

(a)     The Trust shall not, without the prior written consent of the Owner Trustee, (a) institute any proceedings to adjudicate the Trust bankrupt or insolvent, (b) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (c) file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy with respect to the Trust, (d) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of its property, (e) make any assignment for the benefit of the Trust’s creditors; (f) admit in writing its inability to pay its debts generally as they become due; (g) declare or effect a moratorium on its debt; or (h) take any action in furtherance of any of the foregoing (any of the above foregoing actions, a “Bankruptcy Action”). In considering whether to give or withhold written consent to a Bankruptcy Action by the Trust, the Owner Trustee, with the consent of the Certificateholder (hereby given, which consent the Certificateholder believes to be in the best interests of the Certificateholder and the Trust), shall consider the interest of the Noteholders in addition to the interests of the Trust and whether the Trust is insolvent; provided, however, that the Owner Trustee shall not be deemed to owe any fiduciary duty to the Noteholders. The Owner Trustee shall have no duty to give such written consent to a Bankruptcy Action by the Trust if the Owner Trustee shall not have been furnished (at the expense of the Trust or the Person that requested that such letter be furnished to the Owner Trustee) with a letter from an independent accounting firm of national reputation stating that in the opinion of such firm the Trust is then insolvent. The Owner Trustee (as such and in its individual capacity) shall not be personally liable to any Person on account of the Owner Trustee’s good faith reliance on the provisions of this Section or in connection with the Owner Trustee’s giving prior written consent to a Bankruptcy Action by the Trust in accordance herewith, or withholding such consent, in good faith, and neither the Trust nor the Certificateholder shall have any claim for breach of fiduciary duty or otherwise against the Owner Trustee (as such and in its individual capacity) for giving or withholding its consent to any such Bankruptcy Action.

(b)     The parties hereto stipulate and agree that the Certificateholder has no power to commence any Bankruptcy Action on the part of the Trust or to direct the Owner Trustee to take any Bankruptcy Action on the part of the Trust except as provided in Sections 4.5(a) and 10.12. To the extent permitted by applicable law, the consent of the Trust Collateral Agent shall be obtained prior to taking any Bankruptcy Action by the Trust.

(c)     The provisions of this Section do not constitute an acknowledgement or admission by the Trust, the Owner Trustee, the Certificateholder or any creditor of the Trust that the Trust is eligible to be a debtor, under the United States Bankruptcy Code, 11 U.S.C. §§ 101 et seq., as amended.

 

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SECTION 4.6.     Covenants and Restrictions on Conduct of Business.

(a)     The Trust agrees to abide by the following restrictions:

(i)    other than as contemplated by the Basic Documents and related documentation, the Trust shall not incur any indebtedness;

(ii)    other than as contemplated by the Basic Documents and related documentation, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets;

(iii)    other than as contemplated by the Basic Documents and related documentation, the Trust shall not engage in any business activity in which it is not currently engaged; and

(iv)    other than as contemplated by the Basic Documents and related documentation, the Trust shall not form, or cause to be formed, any subsidiaries and shall not own or acquire any asset.

(b)     The Trust shall:

(i)    maintain books and records separate from any other person or entity;

(ii)    maintain its office and bank accounts separate from any other person or entity;

(iii)    not commingle its assets with those of any other person or entity;

(iv)    conduct its own business in its own name and use stationery or other business forms under its own name and not that of the Certificateholder or any Affiliate;

(v)    other than as contemplated by the Basic Documents and related documentation, pay its own liabilities and expenses only out of its own funds;

(vi)    observe all formalities required under the Statutory Trust Statute;

(vii)    not guarantee or become obligated for the debts of any other person or entity;

(viii)    not hold out its credit as being available to satisfy the obligation of any other person or entity;

(ix)    not acquire the obligations or securities of the Certificateholder or its Affiliates;

(x)    other than as contemplated by the Basic Documents and related documentation, not make loans to any other person or entity or buy or hold evidence of indebtedness issued by any other person or entity;

 

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(xi)    other than as contemplated by the Basic Documents and related documentation, not pledge its assets for the benefit of any other person or entity;

(xii)    hold itself out as a separate entity from the Certificateholder and not conduct any business in the name of the Certificateholder;

(xiii)    correct any known misunderstanding regarding its separate identity;

(xiv)    not identify itself as a division (other than for tax reporting purposes) of any other person or entity; and

(xv)    except as required or specifically provided in the Trust Agreement, the Trust will conduct business with the Certificateholder or any Affiliate thereof on an arm’s length basis.

(c)     So long as the Notes or any other amounts owed under the Indenture remain outstanding, the Trust shall not amend this Section 4.6 unless the Rating Agency Condition has been satisfied.

Article V.

Authority and Duties of Owner Trustee

SECTION 5.1.     General Authority.

(a)     The Owner Trustee is authorized and directed to execute and deliver the Basic Documents to which the Trust is named as a party, each certificate or other document attached as an exhibit to or contemplated by the Basic Documents to which the Trust is named as a party and any amendment thereto and on behalf of the Trust, each state business license (and any renewal thereof) prepared by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation, in each case, in such form as the Depositor shall approve as evidenced conclusively by the Owner Trustee’s execution thereof, and on behalf of the Trust, to direct the Trustee to authenticate and deliver the Class A-1 Notes in the aggregate principal amount of $182,000,000, the Class A-2-A Notes in the aggregate principal amount of $230,000,000, the Class A-2-B Notes in the aggregate principal amount of $75,000,000, the Class A-3 Notes in the aggregate principal amount of $189,000,000, the Class B Notes in the aggregate principal amount of $73,370,000, the Class C Notes in the aggregate principal amount of $91,080,000, the Class D Notes in the aggregate principal amount of $89,550,000 and the Class E Notes in the aggregate principal amount of $23,780,000. In addition to the foregoing, the Owner Trustee is authorized, but shall not be obligated, to take all actions required of the Trust pursuant to the Basic Documents. The Owner Trustee is further authorized from time to time to take such action as the Certificateholder recommends with respect to the Basic Documents so long as such activities are consistent with the terms of the Basic Documents.

(b)     The Owner Trustee shall sign on behalf of the Trust any applicable tax returns of the Trust, unless applicable law requires the Certificateholder to sign such documents.

 

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SECTION 5.2.     General Duties

It shall be the duty of the Owner Trustee to discharge (or cause to be discharged) all of its responsibilities pursuant to the terms of this Agreement and the Sale and Servicing Agreement and to administer the Trust in the interest of the Holder, subject to the Basic Documents and in accordance with the provisions of this Agreement. Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the Basic Documents to the extent the Servicer has agreed in the Sale and Servicing Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Servicer to carry out its obligations under the Sale and Servicing Agreement.

SECTION 5.3.     Action upon Instruction.

(a)     Subject to Article IV, the Certificateholder shall have the exclusive right to direct the actions of the Owner Trustee in the management of the Trust, so long as such instructions are not inconsistent with the express terms set forth herein or in any Basic Document. The Certificateholder shall not instruct the Owner Trustee in a manner inconsistent with this Agreement or the Basic Documents.

(b)     The Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law.

(c)     Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any Basic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholder requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Certificateholder received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholder, and shall have no liability to any Person for such action or inaction.

(d)     In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Certificateholder requesting instruction and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction

 

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received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholder, and shall have no liability to any Person for such action or inaction.

SECTION 5.4.     No Duties Except as Specified in this Agreement or in Instructions

The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 5.3; and no implied duties or obligations shall be read into this Agreement or any Basic Document against the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any Commission filing (including any filings required pursuant to the Sarbanes-Oxley Act of 2002 or any rule or regulation promulgated thereunder) for the Trust or to record this Agreement or any Basic Document. The Owner Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any Liens on any part of the Owner Trust Estate that result from actions by, or claims against, the Owner Trustee (solely in its individual capacity) and that are not related to the ownership or the administration of the Owner Trust Estate.

SECTION 5.5.     No Action Except under Specified Documents or Instructions

The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Owner Trust Estate except (a) in accordance with the powers granted to and the authority conferred upon the Owner Trustee pursuant to this Agreement, (b) in accordance with the Basic Documents and (c) in accordance with any document or instruction delivered to the Owner Trustee pursuant to Section 5.3.

SECTION 5.6.     Restrictions

The Owner Trustee shall not take any action (a) that is inconsistent with the purposes of the Trust set forth in Section 2.3 or (b) that, to the actual knowledge of the Owner Trustee, would result in the Trust’s becoming taxable as a corporation for federal income tax purposes. The Certificateholder shall not direct the Owner Trustee to take action that would violate the provisions of this Section.

SECTION 5.7.     Covenants for Reporting of Repurchase Demands due to Breaches of Representations and Warranties

(a)     The Owner Trustee will (i) in accordance with its obligations pursuant to Section 3.2 of the Sale and Servicing Agreement, provide prompt written notice upon the discovery of

 

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any breach of the Seller’s representations and warranties, (ii) no later than five (5) Business Days after the end of each calendar quarter, provide to the Servicer, AmeriCredit and the Seller, a notice in substantially the form of Exhibit C, or any other form agreed upon between the Owner Trustee and the Seller, which shall be deemed acceptable to the Seller unless the Seller notifies the Owner Trustee within five (5) Business Days of its receipt thereof, with respect to any requests (in writing or orally) for the repurchase of any Receivable pursuant to Section 5.1 of the Purchase Agreement or Section 3.2 of the Sale and Servicing Agreement received by a Responsible Officer of the Owner Trustee during the immediately preceding calendar quarter (or, in the case of the initial notice, since the Closing Date) and (iii) promptly upon reasonable written request by the Servicer, AmeriCredit or the Seller, provide to them any other information reasonably requested in good faith that is in actual possession of the Owner Trustee and necessary to facilitate compliance by them with Rule 15Ga-1 under the Exchange Act, and Items 1104(e) and 1121(c) of Regulation AB.

(b)     In no event will the Owner Trustee or the Issuer have any responsibility or liability in connection with (i) the compliance by the Servicer, AmeriCredit, the Seller or any other Person with the Exchange Act or Regulation AB or (ii) any filing required to be made by a securitizer under the Exchange Act or Regulation AB. The Owner Trustee will not have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to Section 5.1 of the Purchase Agreement or Section 3.2 of the Sale and Servicing Agreement.

Article VI.

Concerning the Owner Trustee

SECTION 6.1.     Acceptance of Trusts and Duties

(a)     The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 expressly made by the Owner Trustee, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.4, (iv) for any investments issued by the Owner Trustee or any branch or affiliate thereof in its commercial capacity or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):

(i)    the Owner Trustee shall not be liable for any error of judgment made by a Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence);

 

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(ii)    the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer or the Certificateholder;

(iii)    no provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;

(iv)    the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the Certificateholder, other than as expressly provided for herein and in the Basic Documents;

(v)    the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer under the Sale and Servicing Agreement;

(vi)    the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of the Certificateholder, unless the Certificateholder has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such act; and

(vii)    the Owner Trustee shall have no duty, responsibility nor obligation to (or liability for failing to) monitor, supervise, confirm, verify, notify regarding or otherwise enforce the requirements or commitments applicable to any Person arising under, related to or otherwise in connection with any provision of this Agreement or any law, rule or regulation in connection with risk retention.

(b)     Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes.

 

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SECTION 6.2.     Furnishing of Documents

The Owner Trustee shall furnish to the Certificateholder promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee under the Basic Documents.

SECTION 6.3.     Representations and Warranties

Wilmington Trust Company hereby represents and warrants to the Depositor and the Holder, that:

(a)     It is a Delaware corporation with trust powers, duly organized and validly existing in good standing under the laws of the State of Delaware. It has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement.

(b)     It has taken all corporate action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf.

(c)     Neither the execution nor the delivery by it of this Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any federal or Delaware state law, governmental rule or regulation governing the banking or trust powers of Wilmington Trust Company or any judgment or order binding on it, or constitute any default under its charter documents or by-laws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound.

(d)     The Agreement has been, or, when executed and delivered will have been, duly authorized, validly executed and delivered by Wilmington Trust Company and constitutes, a valid and binding agreement of Wilmington Trust Company, enforceable against Wilmington Trust Company in accordance with its terms, except to the extent that enforceability may (i) be subject to insolvency, reorganization, moratorium, or other similar laws, regulations or procedures of general applicability now or hereinafter in effect relating to or affecting creditor’s rights generally and (ii) be limited by general principles of equity (whether considered in a proceeding at law or in equity).

(e)     There are no proceedings or investigations pending or, to the actual knowledge of a Responsible Officer of Wilmington Trust Company, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Wilmington Trust Company or its properties (i) asserting the invalidity of this Agreement or (ii) seeking any determination or ruling that might materially and adversely affect the performance by Wilmington Trust Company of its obligations under, or the validity or enforceability of, this Agreement or any other Basic Document.

 

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SECTION 6.4.     Reliance; Advice of Counsel.

(a)     The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter, the method of the determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the president or any vice president or by the treasurer, secretary or other authorized officers of the relevant party, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.

(b)     In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the Owner Trustee shall not be liable for the conduct or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care, and (ii) may consult with counsel, accountants and other skilled persons to be selected with reasonable care and employed by it. The Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written opinion or advice of any such counsel, accountants or other such persons and according to such opinion not contrary to this Agreement or any Basic Document.

SECTION 6.5.     Not Acting in Individual Capacity

Except as provided in this Article VI, in accepting the trust hereby created Wilmington Trust Company acts solely as Owner Trustee hereunder and not in its individual capacity and all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Agreement or any Basic Document shall look only to the Owner Trust Estate for payment or satisfaction thereof.

SECTION 6.6.     Owner Trustee Not Liable for Certificate or Receivables

The recitals contained herein and in the Certificate (other than the signature and countersignature of the Owner Trustee on the Certificate) shall be taken as the statements of the Depositor and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Agreement, of any Basic Document or of the Certificate (other than the signature and countersignature of the Owner Trustee on the Certificate) or the Notes, or of any Receivable or related documents. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholder under this Agreement or the Noteholders under the Indenture, including, without limitation: the existence,

 

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condition and ownership of any Financed Vehicle; the existence and enforceability of any insurance thereon; the existence and contents of any Receivable on any computer or other record thereof; the validity of the assignment of any Receivable to the Trust or of any intervening assignment; the completeness of any Receivable; the performance or enforcement of any Receivable; the compliance by the Depositor, the Servicer or any other Person with any warranty or representation made under any Basic Document or in any related document or the accuracy of any such warranty or representation or any action of the Trustee or the Servicer or any subservicer taken in the name of the Owner Trustee.

SECTION 6.7.     Owner Trustee May Own Notes

The Owner Trustee in its individual or any other capacity may become the owner or pledgee of the Notes and may deal with the Depositor, the Trustee and the Servicer in banking transactions with the same rights as it would have if it were not Owner Trustee.

SECTION 6.8.     Payments from Owner Trust Estate

All payments to be made by the Owner Trustee under this Agreement or any of the Basic Documents to which the Trust or the Owner Trustee is a party shall be made only from the income and proceeds of the Owner Trust Estate and only to the extent that the Owner Trustee shall have received income or proceeds from the Owner Trust Estate to make such payments in accordance with the terms hereof. Wilmington Trust Company or any successor thereto, in its individual capacity, shall not be liable for any amounts payable under this Agreement or any of the Basic Documents to which the Trust or the Owner Trustee is a party.

SECTION 6.9.     Doing Business in Other Jurisdictions

Notwithstanding anything contained herein to the contrary, neither Wilmington Trust Company or any successor thereto, nor the Owner Trustee shall be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will, even after the appointment of a co-trustee or separate trustee in accordance with Section 9.5 hereof, (a) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or the taking of any other action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (b) result in any fee, tax or other governmental charge under the laws of the State of Delaware becoming payable by Wilmington Trust Company (or any successor thereto); or (c) subject Wilmington Trust Company (or any successor thereto) to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by Wilmington Trust Company (or any successor thereto) or the Owner Trustee, as the case may be, contemplated hereby.

SECTION 6.10.     FATCA Information

Each Certificateholder or Holder, by acceptance of such Certificate or such interest therein, agrees to provide to the Owner Trustee, upon its reasonable request, the FATCA Information to the extent such Certificate Holder or Holder is legally entitled to do so. In addition, each Certificateholder or Holder, by acceptance of such Certificate or such interest therein, agrees that the Owner Trustee has the right to withhold or deduct (and to promptly pay

 

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over, in full, to the relevant taxing authority) any amounts properly withheld or deducted under law (and without any corresponding gross-up) payable to a Certificateholder or Holder that fails to comply with the requirements of the preceding sentence.

Article VII.

Compensation of Owner Trustee

SECTION 7.1.     Owner Trustee’s Fees and Expenses. The Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof between AmeriCredit and the Owner Trustee, and the Owner Trustee shall be entitled to be reimbursed by the Depositor for its other reasonable expenses hereunder, including the reasonable compensation, expenses and disbursements of such agents, representatives, experts and counsel as the Owner Trustee may employ in connection with the exercise and performance of its rights and its duties hereunder and under the Basic Documents. AmeriCredit shall be jointly and severally liable for the fees and expenses owing to the Owner Trustee under this Section 7.1.

SECTION 7.2.     Indemnification

The Depositor shall be liable as primary obligor for, and shall indemnify the Owner Trustee and its officers, directors, successors, assigns, agents and servants (collectively, the “Indemnified Parties”) from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses and including, without limitation, any legal fees, costs and expenses incurred in connection with any enforcement (including any action, claim or suit) brought by the Owner Trustee for any indemnification or other obligation of the Depositor) of any kind and nature whatsoever (collectively, “Expenses”) which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Agreement, the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Depositor shall not be liable for or required to indemnify the Owner Trustee from and against Expenses arising or resulting from any of the matters described in the third sentence of Section 6.1. The indemnities contained in this Section and the rights under Section 7.1 shall survive the resignation or termination of the Owner Trustee or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Owner Trustee’s choice of legal counsel shall be subject to the approval of the Depositor which approval shall not be unreasonably withheld. AmeriCredit shall be jointly and severally liable for the indemnification duties and obligations of the Depositor which are described in this Section 7.2.

SECTION 7.3.     Payments to the Owner Trustee

Any amounts paid to the Owner Trustee pursuant to this Article VII shall be deemed not to be a part of the Owner Trust Estate immediately after such payment.

 

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SECTION 7.4.     Non-recourse Obligations

Notwithstanding anything in this Agreement or any Basic Document, the Owner Trustee agrees in its individual capacity and in its capacity as Owner Trustee for the Trust that all obligations of the Trust to the Owner Trustee individually or as Owner Trustee for the Trust shall be with recourse to the Owner Trust Estate only and specifically shall be without recourse to the assets of the Holder.

Article VIII.

Termination of Trust Agreement

SECTION 8.1.     Termination of Trust Agreement.

(a)     The Trust shall dissolve in accordance with Section 3808 of the Statutory Trust Statute upon the maturity or other liquidation of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this Section. The bankruptcy, liquidation, dissolution, death or incapacity of the Certificateholder, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto.

(b)     Neither the Depositor nor the Certificateholder shall be entitled to revoke or terminate the Trust.

(c)     Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder shall surrender the Certificate to the Owner Trustee for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate shall be made upon presentation and surrender of the Certificate at the office of the Owner Trustee therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificate at the office of the Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificate. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Agent at the time such notice is given to the Certificateholder. Upon presentation and surrender of the Certificate, the Certificate Paying Agent shall cause to be distributed to the Certificateholder amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement.

 

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In the event that the Certificateholder shall not surrender the Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its Certificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the Holder.

(d)     Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

Article IX.

Successor Owner Trustees and Additional Owner Trustees

SECTION 9.1.     Eligibility Requirements for Owner Trustee

The Owner Trustee shall at all times be a Person (a) satisfying the provisions of Section 3807(a) of the Statutory Trust Statute; (b) authorized to exercise corporate trust powers; and (c) having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authorities. If such Person shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of this Section, the Owner Trustee shall resign immediately in the manner and with the effect specified in Section 9.2.

SECTION 9.2.     Resignation or Removal of Owner Trustee

The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor and the Servicer. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Owner Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Certificateholder may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee.

If at any time the Owner Trustee shall (a) cease to be eligible in accordance with the provisions of Section 9.1 and shall fail to resign after written request therefor by the Depositor,

 

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(b) be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or (c) be removed as Certificate Paying Agent pursuant to Section 3.10 hereof, then the Depositor may remove the Owner Trustee by sending written notice of such removal to the Owner Trustee. If the Depositor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly (x) appoint a successor Owner Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and (y) pay all fees owed to the outgoing Owner Trustee.

Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 9.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Depositor shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. The Issuer shall pay any costs and expenses associated with the replacement of the Owner Trustee. To the extent the Issuer fails to pay any such costs or expenses before the Distribution Date following the replacement of the Owner Trustee, the Depositor shall pay such amount then outstanding.

SECTION 9.3.     Successor Owner Trustee

Any successor Owner Trustee appointed pursuant to Section 9.2 shall execute, acknowledge and deliver to the Depositor, the Servicer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations.

No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 9.1.

Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer shall mail notice of the successor of such Owner Trustee to the Certificateholder, the Trustee, the Noteholders and the Rating Agencies. If the Servicer shall fail to mail such notice within 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Servicer.

 

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SECTION 9.4.     Merger or Consolidation of Owner Trustee

Any Person into which the Owner Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of the Owner Trustee, shall be the successor of the Owner Trustee hereunder, provided such Person shall be eligible pursuant to Section 9.1, without the execution or filing of any instrument or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, further, that the Owner Trustee shall mail notice of such merger or consolidation or succession to the Depositor (who shall notify the Rating Agencies).

SECTION 9.5.     Appointment of Co-Trustee or Separate Trustee

Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be located, the Servicer and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Servicer and the Owner Trustee may consider necessary or desirable. If the Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, the Owner Trustee shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 9.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 9.3.

Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(a)     all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee;

(b)     no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and

(c)     the Servicer and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee.

 

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Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Servicer.

Any separate trustee or co-trustee may at any time appoint the Owner Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Article X.

Miscellaneous

SECTION 10.1.     Supplements and Amendments.

(a)     This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholder, (i) to cure any ambiguity or defect or (ii) to correct, supplement or modify any provisions in this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the Servicer, adversely affect in any material respect the interests of any Noteholder or Certificateholder.

(b)     This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, and the consent of the Certificateholder (which consent of any Holder of a Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (ii) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and the Certificateholder.

 

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Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Trustee and the Depositor (who shall send such notification to each of the Rating Agencies).

It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State.

Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

SECTION 10.2.     No Legal Title to Owner Trust Estate in Certificateholder

The Certificateholder shall not have legal title to any part of the Owner Trust Estate. The Certificateholder shall be entitled to receive distributions in accordance with Article VIII. No transfer, by operation of law or otherwise, of any right, title or interest of the Certificateholder to and in its ownership interest in the Owner Trust Estate shall operate to terminate this Agreement or the trust hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Owner Trust Estate.

SECTION 10.3.     Limitations on Rights of Others

The provisions of this Agreement are solely for the benefit of the Owner Trustee, the Depositor, the Certificateholder, the Servicer and, to the extent expressly provided herein, the Trustee, the Trust Collateral Agent and the Noteholders, and nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Owner Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

SECTION 10.4.     Notices.

(a)     Unless otherwise expressly specified or permitted by the terms hereof, all notices shall be in writing and shall be deemed given upon receipt personally delivered, delivered by overnight courier or mailed first class mail or certified mail, in each case return receipt requested, and shall be deemed to have been duly given upon receipt, if to the Owner Trustee, addressed to the Corporate Trust Office; if to the Depositor, addressed to AFS SenSub Corp., 2215-B Renaissance Drive, Suite 10, Las Vegas, Nevada 89119, Attention: Chief Financial Officer, with a copy to AFS SenSub Corp., c/o AmeriCredit Financial Services, Inc., 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102, Attention: Chief Financial Officer; or, as to each party, at such other address as shall be designated by such party in a written notice to each other party.

 

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(b)     Any notice required or permitted to be given to the Certificateholder shall be given by first-class mail, postage prepaid, at the address of the Holder. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice.

(c)     Where this Agreement provides for notice or delivery of documents to the Rating Agencies, failure to give such notice or deliver such documents shall not affect any other rights or obligations created hereunder.

SECTION 10.5.     Severability

Any provision of this Agreement that 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, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 10.6.     Separate Counterparts

This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, regardless of whether delivered in physical or electronic form, but all such counterparts shall together constitute but one and the same instrument.

SECTION 10.7.     Assignments

This Agreement shall inure to the benefit of and be binding upon the parties hereto, and their respective successors and permitted assigns.

SECTION 10.8.     No Recourse

The Certificateholder by accepting a Certificate acknowledges that the Certificate represents a beneficial interest in the Trust only and does not represent interests in or obligations of the Seller, the Servicer, the Owner Trustee, the Trustee, or any Affiliate thereof and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificate or the Basic Documents.

SECTION 10.9.     Headings

The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

 

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SECTION 10.10.     GOVERNING LAW

THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 10.11.     Servicer

(a)     The Servicer is authorized to prepare, or cause to be prepared, execute and deliver on behalf of the Trust, all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust or Owner Trustee to prepare, file or deliver pursuant to the Basic Documents. Upon written request, the Owner Trustee shall execute and deliver to the Servicer a limited power of attorney appointing the Servicer as the Trust’s agent and attorney-in-fact to prepare, or cause to be prepared, execute and deliver all such documents, reports, filings, instruments, certificates and opinions.

(b)     It shall be the Servicer’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Servicer and to comply with any reasonable request made by the Servicer for the delivery of information or documents to the Servicer in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry.

SECTION 10.12.     Nonpetition Covenants

(a)     To the fullest extent permitted by applicable law, notwithstanding any prior termination of this Agreement, but subject to the provisions of Section 4.5, the Certificateholder shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Trust, acquiesce, petition or otherwise invoke or cause the Trust to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Trust under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Trust or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Trust.

(b)     To the fullest extent permitted by applicable law, notwithstanding any prior termination of this Agreement, but subject to the provisions of Section 4.5, the Owner Trustee shall not, prior to the date which is one year and one day after the termination of this Agreement, with respect to the Trust, acquiesce, petition or otherwise invoke or cause the Trust to invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary case against the Trust under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Trust or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Trust.

 

32


SECTION 10.13.     Regulation AB

The Owner Trustee acknowledges and agrees that the purpose of this Section 10.13 is to facilitate compliance by the Trust with the provisions of Regulation AB and related rules and regulations of the Commission. The Owner Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees hereby to comply with reasonable requests made by the Servicer in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. The Owner Trustee shall cooperate fully with the Servicer and the Trust to deliver to the Servicer and the Trust any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Servicer to permit the Servicer and the Trust to comply with the provisions of Regulation AB, together with such disclosures relating to the Owner Trustee reasonably believed by the Servicer to be necessary in order to effect such compliance.

Article XI.

Application of Trust Funds; Certain Duties

SECTION 11.1.     Establishment of Trust Accounts

(a)     The Owner Trustee, for the benefit of the Certificateholder, shall cause the Certificate Paying Agent to establish and maintain in the name of the Trust a distribution non-interest bearing account (the “Certificate Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholder. The Certificate Distribution Account shall be maintained as an Eligible Deposit Account.

(b)     The Trust shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof. Except as otherwise expressly provided herein, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholder. If, at any time, the Certificate Distribution Account ceases to be an Eligible Deposit Account, the Certificate Paying Agent shall within 10 Business Days establish a new Certificate Distribution Account as an Eligible Deposit Account and shall transfer any cash or any investments to such new Certificate Distribution Account.

SECTION 11.2.     Application of Trust Funds

(a)     On each Distribution Date, the Owner Trustee shall cause the Certificate Paying Agent to distribute amounts deposited in the Certificate Distribution Account pursuant to the Sale and Servicing Agreement with respect to such Distribution Date in the following order of priority:

(i)    to make payments to the Certificateholder any remaining amount deposited therein; and

 

33


(ii)    to clear and terminate the Certificate Distribution Account upon the termination of this Agreement.

(b)     In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Trustee or Certificate Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee or the Certificate Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Certificateholder shall be treated as cash distributed to the Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph.

(c)     Any Holder of the Certificate that is organized under the laws of a jurisdiction outside the United States shall, on or prior to the date such Holder becomes a Holder, (i) shall notify the Owner Trustee and the Certificate Paying Agent and (ii)(A) provide the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form W-8BEN, W-8BEN-E, W-8ECI or W-8EXP (or successor forms), as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agent.

SECTION 11.3.     Method of Payment

Distributions required to be made to the Certificateholder on any Distribution Date shall be made to the Certificateholder of record on the preceding Record Date either by wire transfer, in immediately available funds, to the account of the Certificateholder at a bank or other entity having appropriate facilities therefor, if the Certificateholder shall have provided to the Certificate Registrar and the Certificate Paying Agent appropriate written instructions at least five Business Days prior to such Distribution Date, or, if not, by check mailed to the Certificateholder at the address of the Certificateholder appearing in the Certificate Register.

 

34


[Remainder of Page Intentionally Left Blank]

 

35


IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be duly executed by their respective officers hereunto duly authorized as of the day and year first above written.

 

WILMINGTON TRUST COMPANY,

      as Owner Trustee

By:  

 

Name:  
Title:  

AFS SENSUB CORP.,

      as Seller

By:  

 

Name:  
Title:  

 

ACKNOWLEDGED AND AGREED TO:
AMERICREDIT FINANCIAL SERVICES, INC.,
Solely with respect to Sections 7.1 and 7.2
By:  

 

Name:  
Title:  

 

[Signature Page to Amended and Restated Trust Agreement]


EXHIBIT A

NUMBER

R-1

SEE REVERSE FOR CERTAIN DEFINITIONS

THIS CERTIFICATE IS NOT TRANSFERABLE,

EXCEPT UNDER THE LIMITED CONDITIONS

SPECIFIED IN THE TRUST AGREEMENT

 

 

ASSET BACKED CERTIFICATE

evidencing a beneficial ownership interest in certain distributions of the Trust, as defined below, the property of which includes a pool of retail installment sale contracts secured by new or used automobiles, vans or light duty trucks and sold to the Trust by AFS SenSub Corp.

(This Certificate does not represent an interest in or obligation of AFS SenSub Corp. or any of its Affiliates, except to the extent described below.)

THIS CERTIFIES THAT AFS SenSub Corp. is the registered owner of a nonassessable, fully-paid, beneficial ownership interest in certain distributions of AmeriCredit Automobile Receivables Trust 2017-1 (the “Trust”) formed by AFS SenSub Corp., a Nevada corporation (the “Seller”).

The Trust was created pursuant to a Trust Agreement dated as of January 5, 2017, as amended and restated as of January 11, 2017 (the “Trust Agreement”), between the Seller and Wilmington Trust Company, as owner trustee (the “Owner Trustee”), a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Trust Agreement.

This is the duly authorized Certificate designated as “Asset Backed Certificate” (herein called the “Certificate”). Also issued under the Indenture, dated as of January 11, 2017, among the Trust and The Bank of New York Mellon, as trustee and trust collateral agent, are seven classes of Notes designated as “Class A-1 0.92000% Asset Backed Notes” (the “Class A-1 Notes”), “Class A-2-A 1.51% Asset Backed Notes” (the “Class A-2-A Notes”), “Class A-2-B Floating Rate Asset Backed Notes” (the “Class A-2-B Notes” and together with the Class A-2-A Notes, the “Class A-2 Notes”), “Class A-3 1.87% Asset Backed Notes” (the “Class A-3 Notes” and together with the Class A-1 Notes and the Class A-2 Notes, the “Class A Notes”), “Class B 2.30% Asset Backed Notes” (the “Class B Notes”), “Class C 2.71% Asset Backed Notes” (the “Class C Notes”), “Class D 3.13% Asset Backed Notes” (the “Class D Notes”) and “Class E 0.00% Asset Backed Notes” (the “Class E Notes”) (and collectively with the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes, the “Notes”). This Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Certificate by virtue of the acceptance


hereof assents and by which such holder is bound. The property of the Trust includes a pool of retail installment sale contracts secured by new and used automobiles, vans or light duty trucks (the “Receivables”), all monies due thereunder on or after the Cutoff Date, security interests in the vehicles financed thereby, certain bank accounts and the proceeds thereof, proceeds from claims on certain insurance policies and certain other rights under the Trust Agreement and the Sale and Servicing Agreement, all right, title and interest of the Seller in and to the Purchase Agreement, dated as of January 11, 2017, between AmeriCredit Financial Services, Inc. and the Seller and all proceeds of the foregoing.

The holder of this Certificate acknowledges and agrees that its rights to receive distributions in respect of this Certificate are subordinated to the rights of the Noteholders as described in the Sale and Servicing Agreement, the Indenture and the Trust Agreement, as applicable.

Distributions on this Certificate will be made as provided in the Trust Agreement or any other Basic Document by wire transfer or check mailed to the Certificateholder without the presentation or surrender of this Certificate or the making of any notation hereon. Except as otherwise provided in the Trust Agreement and notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Servicer on behalf of the Owner Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency maintained for the purpose by the Owner Trustee in the Corporate Trust Office.

Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Owner Trustee, by manual signature, this Certificate shall not entitle the holder hereof to any benefit under the Trust Agreement or the Sale and Servicing Agreement or be valid for any purpose.

THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

 

A-2


IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in its individual capacity, has caused this Certificate to be duly executed.

 

   

AMERICREDIT AUTOMOBILE RECEIVABLES

       TRUST 2017-1

    By:   WILMINGTON TRUST COMPANY,
      not in its individual capacity but
      solely as Owner Trustee
Dated: February 23, 2017     By:  

 

    Name:  
    Title:  

OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is the Certificate referred to in the within-mentioned Trust Agreement.

 

WILMINGTON TRUST COMPANY,

not in its individual capacity but solely as

Owner Trustee

By:  

 

Name:  
Title:  

 

A-3


(Reverse of Certificate)

The Certificate does not represent an obligation of, or an interest in, the Seller, the Servicer, the Owner Trustee or any Affiliates of any of them and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated herein or in the Trust Agreement, the Indenture or the Basic Documents. In addition, this Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections with respect to the Receivables, all as more specifically set forth herein and in the Sale and Servicing Agreement. A copy of each of the Sale and Servicing Agreement and the Trust Agreement may be examined during normal business hours at the principal office of the Seller, and at such other places, if any, designated by the Seller, by the Certificateholder upon written request.

The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Seller under the Trust Agreement at any time by the Seller and the Owner Trustee with the consent of the Majority Noteholders and the Certificateholder. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and on all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholder.

As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies of the Certificate Registrar maintained by the Owner Trustee in the Corporate Trust Office, accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon a new Certificate evidencing the same aggregate interest in the Trust will be issued to the designated transferee. The initial Certificate Registrar appointed under the Trust Agreement is Wilmington Trust Company. No service charge will be made for any such registration of transfer or exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith.

No sale or transfer of a Certificate shall be permitted (including, without limitation, by pledge or hypothecation), and no such sale or transfer shall be registered by the Certificate Registrar or be effective hereunder, if the sale or transfer thereof increases to more than 99 the sum of the number of Certificateholders.

The Owner Trustee and any agent of the Owner Trustee may treat the person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Owner Trustee nor any such agent shall be affected by any notice to the contrary.

The obligations and responsibilities created by the Trust Agreement and the Trust created thereby shall terminate upon the payment to the Certificateholder of all amounts required to be paid to it pursuant to the Trust Agreement and the Sale and Servicing Agreement and the

 

A-4


disposition of all property held as part of the Trust. The Seller or the Servicer of the Receivables may at its option purchase the corpus of the Trust at a price specified in the Sale and Servicing Agreement, and such purchase of the Receivables and other property of the Trust will effect early retirement of the Certificate; however, such right of purchase is exercisable, subject to certain restrictions, only as of the last day of any Collection Period as of which the Pool Balance is 10% or less of the Original Pool Balance.

The Certificate may not be acquired by or for the account of (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to the fiduciary responsibility provisions of Title I of ERISA, (ii) a “plan” (within the meaning of Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code, (iii) any entity whose underlying assets include assets of an employee benefit plan or a plan described in (i) or (ii) above by reason of such employee benefit plan’s or plan’s investment in the entity (collectively, a “Benefit Plan Investor”), or (iv) an employee benefit plan, a plan or other similar arrangement that is not a Benefit Plan Investor but is subject to federal, state, local, non-U.S. or other laws or regulations that are substantially similar to Section 406 of ERISA or Section 4975 of the Code (each of (i) – (iv), a “Benefit Plan Entity”). By accepting and holding this Certificate, the Holder hereof shall be deemed to have represented and warranted that it is not a Benefit Plan Entity.

The recitals contained herein shall be taken as the statements of the Depositor or the Servicer, as the case may be, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Certificate or of any Receivable or related document.

Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Owner Trustee, by manual or facsimile signature, this Certificate shall not entitle the Holder hereof to any benefit under the Trust Agreement or the Sale and Servicing Agreement or be valid for any purpose.

 

A-5


ASSIGNMENT

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

 

PLEASE INSERT SOCIAL SECURITY

  

OR OTHER IDENTIFYING NUMBER

  

OF ASSIGNEE

  

                                                                                                                                                                                                                             

  

(Please print or type name and address, including postal zip code, of assignee)

  

                                                                                                                                                                                                                             

  

the within Certificate, and all rights thereunder, hereby irrevocably constituting and appointing

  
                                     Attorney to transfer said Certificate on the books of the Certificate Registrar, with full power of substitution in the premises.   

 

Dated:      

*

      Signature
Guaranteed:      

*

 

* NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Certificate in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Certificate Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

 

A-6


EXHIBIT B

FORM OF

CERTIFICATE OF TRUST

OF

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2017-1

THIS Certificate of Trust of AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2017-1 (the “Trust”) is being duly executed and filed on behalf of the Trust by the undersigned, as trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. § 3801 et seq.) (the “Act”).

1.    Name. The name of the statutory trust formed by this Certificate of Trust is “AmeriCredit Automobile Receivables Trust 2017-1.”

2.    Delaware Trustee. The name and business address of the trustee of the Trust in the State of Delaware is Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001.

3.    Effective Date. This Certificate of Trust shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Trust in accordance with Section 3811(a)(1) of the Act.

 

WILMINGTON TRUST COMPANY, not in its individual capacity but solely as trustee of the Trust
By:  

 

Name:  
Title:  

 

B-1


EXHIBIT C

Form of

Notice of Repurchase Request

[            ], 20[    ]

AmeriCredit Financial Services, Inc.

d/b/a GM Financial

    as Servicer

801 Cherry Street, Suite 3500

Fort Worth, Texas 76102,

Attention: Chief Financial Officer

GMF Leasing LLC,

    as Depositor

801 Cherry Street, Suite 3500

Fort Worth, Texas 76102,

Attention: Chief Financial Officer

AFS SenSub Corp.,

    as Seller

2215-B Renaissance Drive, Suite 10

Las Vegas, Nevada 89119

Attention: Chief Financial Officer

GMF Funding c/o GM Financial

801 Cherry Street, Suite 3500

Fort Worth, Texas 76102

Attention: Chief Financial Officer

AmeriCredit Funding Corp. XI,

    as a Seller

801 Cherry Street, Suite 3500

Fort Worth, Texas 76102

Attention: Chief Financial Officer

 

  Re: Notice of Requests to Repurchase Receivables

Reference is hereby made to each of the Amended and Restated Trust Agreements set forth on Schedule A (each, an “Agreement”), for which Wilmington Trust Company, a Delaware trust company has acted in the capacity of owner trustee (in each case, the “Owner Trustee”). This Notice is being delivered pursuant to Section 5.7 or 6.7, as applicable, of the related Agreement.

 

C-1


[During the period from and including [            ], 20[    ] to but excluding [            ], 20[    ], the Owner Trustee received no requests requesting that Receivables be repurchased.]

[During the period from and including [            ], 20[    ] to but excluding [            ], 20[    ] the Owner Trustee received one or more requests requesting that Receivables be repurchased. Copies of such requests received in writing are attached, and details of any such requests received orally are set forth below:

 

Agreement

 

Date of Request

 

Number of

Receivables

Subject to Request

 

Aggregate Principal

Balance of

Receivables Subject

to Request

     
     
     
     

This notice, and requests contained herein are being sent to you in connection with compliance with Rule 15Ga-1 of the Securities Exchange Act of 1934. In no event will the Owner Trustee or any of the related Issuers have any responsibility or liability in connection with (i) the compliance by the related Servicer, the related Depositor or any other Person with the Exchange Act or Regulation AB or (ii) any filing required to be made by a securitizer under the Exchange Act or Regulation AB.

Capitalized terms used but not defined herein shall have the meanings given to them in the related Agreement.

 

WILMINGTON TRUST COMPANY,

not in its individual capacity but solely as

Owner Trustee of the Issuer
By:  

 

Name:  
Title:  

 

C-2


Schedule A

Agreements

[To be provided]

 

C-3

EX-4.3 5 d317641dex43.htm EX-4.3 EX-4.3

Exhibit 4.3

SALE AND SERVICING

AGREEMENT

among

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2017-1,

Issuer,

AFS SENSUB CORP.,

Seller,

AMERICREDIT FINANCIAL SERVICES, INC.,

Servicer,

and

THE BANK OF NEW YORK MELLON,

Trust Collateral Agent

Dated as of January 11, 2017


TABLE OF CONTENTS

 

         Page  

ARTICLE I Definitions

     1   

SECTION 1.1.

 

Definitions

     1   

SECTION 1.2.

 

Other Definitional Provisions

     20   

ARTICLE II Conveyance of Receivables

     21   

SECTION 2.1.

 

Conveyance of Receivables

     21   

SECTION 2.2.

 

[Reserved]

     22   

SECTION 2.3.

 

Further Encumbrance of Trust Property

     22   

SECTION 2.4.

 

Intention of the Parties

     22   

ARTICLE III The Receivables

     23   

SECTION 3.1.

 

Representations and Warranties of Seller

     23   

SECTION 3.2.

 

Repurchase upon Breach

     24   

SECTION 3.3.

 

Custody of Receivable Files

     25   

SECTION 3.4.

 

Maintenance and Safekeeping of the Receivable Files

     27   

SECTION 3.5.

 

Location of Receivable Files

     27   

SECTION 3.6.

 

Access to Records

     27   

SECTION 3.7.

 

Advice of Counsel

     27   

SECTION 3.8.

 

Administration; Reports

     27   

SECTION 3.9.

 

Instructions; Authority to Act

     27   

SECTION 3.10.

 

Custodian Fee

     27   

SECTION 3.11.

 

Indemnification by the Custodian

     28   

SECTION 3.12.

 

Effective Period and Termination of Custodian

     28   

SECTION 3.13.

 

Dispute Resolution

     28   

ARTICLE IV Administration and Servicing of Receivables

     31   

SECTION 4.1.

 

Duties of the Servicer

     31   

SECTION 4.2.

 

Collection of Receivable Payments; Modifications of Receivables

     32   

SECTION 4.3.

 

Realization upon Receivables

     34   

SECTION 4.4.

 

Insurance

     35   

SECTION 4.5.

 

Maintenance of Security Interests in Vehicles

     37   

SECTION 4.6.

 

Covenants, Representations, and Warranties of Servicer

     37   

SECTION 4.7.

 

Purchase of Receivables Upon Breach of Covenant

     38   

SECTION 4.8.

 

Total Servicing Fee; Payment of Certain Expenses by Servicer

     39   

SECTION 4.9.

 

Servicer’s Certificate and Asset-Level Information

     39   

SECTION 4.10.

 

Annual Statement as to Compliance, Notice of Servicer Termination Event

     40   

SECTION 4.11.

 

Annual Independent Public Accountants’ Reports

     41   

SECTION 4.12.

 

Access to Certain Documentation and Information Regarding Receivables

     42   

 

i


ARTICLE V Trust Accounts; Distributions; Statements to Noteholders

     42   

SECTION 5.1.

 

Establishment of Trust Accounts

     42   

SECTION 5.2.

 

[Reserved]

     44   

SECTION 5.3.

 

Certain Reimbursements to the Servicer

     44   

SECTION 5.4.

 

Application of Collections

     45   

SECTION 5.5.

 

[Reserved]

     45   

SECTION 5.6.

 

Additional Deposits

     45   

SECTION 5.7.

 

Distributions

     45   

SECTION 5.8.

 

Reserve Account

     49   

SECTION 5.9.

 

Statements to Noteholders

     50   

SECTION 5.10.

 

Determination of LIBOR

     51   

ARTICLE VI [Reserved]

     52   

ARTICLE VII The Seller

     52   

SECTION 7.1.

 

Representations of Seller

     52   

SECTION 7.2.

 

Corporate Existence

     54   

SECTION 7.3.

 

Liability of Seller; Indemnities

     55   

SECTION 7.4.

 

Merger or Consolidation of, or Assumption of the Obligations of, Seller

     56   

SECTION 7.5.

 

Limitation on Liability of Seller and Others

     56   

SECTION 7.6.

 

Ownership of the Certificates or Notes

     57   

ARTICLE VIII The Servicer

     57   

SECTION 8.1.

 

Representations of Servicer

     57   

SECTION 8.2.

 

Liability of Servicer; Indemnities

     58   

SECTION 8.3.

 

Merger or Consolidation of, or Assumption of the Obligations of the Servicer

     60   

SECTION 8.4.

 

Limitation on Liability of Servicer and Others

     61   

SECTION 8.5.

 

Delegation of Duties

     61   

SECTION 8.6.

 

Servicer Not to Resign

     61   

ARTICLE IX Default

     61   

SECTION 9.1.

 

Servicer Termination Event

     61   

SECTION 9.2.

 

Consequences of a Servicer Termination Event

     62   

SECTION 9.3.

 

Appointment of Successor

     63   

SECTION 9.4.

 

Notification to Noteholders

     64   

SECTION 9.5.

 

Waiver of Past Defaults

     64   

ARTICLE X Termination

     64   

SECTION 10.1.

 

Optional Purchase of All Receivables

     64   

ARTICLE XI Administrative Duties of the Servicer

     65   

SECTION 11.1.

 

Administrative Duties

     65   

SECTION 11.2.

 

Records

     67   

 

ii


SECTION 11.3.

 

Additional Information to be Furnished to the Issuer

     67   

SECTION 11.4.

 

Review Reports

     67   
ARTICLE XII Miscellaneous Provisions      68   

SECTION 12.1.

 

Amendment

     68   

SECTION 12.2.

 

Protection of Title to Trust

     69   

SECTION 12.3.

 

Notices

     71   

SECTION 12.4.

 

Assignment

     71   

SECTION 12.5.

 

Limitations on Rights of Others

     71   

SECTION 12.6.

 

Severability

     72   

SECTION 12.7.

 

Separate Counterparts

     72   

SECTION 12.8.

 

Headings

     72   

SECTION 12.9.

 

Governing Law

     72   

SECTION 12.10.

 

Assignment to Trust Collateral Agent

     72   

SECTION 12.11.

 

Nonpetition Covenants

     72   

SECTION 12.12.

 

Limitation of Liability of Owner Trustee and Trust Collateral Agent

     73   

SECTION 12.13.

 

Trust Collateral Agent to Report Repurchase Demands due to Breaches of Representations and Warranties

     74   

SECTION 12.14.

 

Independence of the Servicer

     74   

SECTION 12.15.

 

No Joint Venture

     74   

SECTION 12.16.

 

State Business Licenses

     74   

SECTION 12.17.

 

Regulation RR Risk Retention.

     74   

SECTION 12.18.

 

Submission to Jurisdiction; Waiver of Jury Trial

     75   

 

SCHEDULES
Schedule A    Schedule of Receivables
Schedule B-1    Representations and Warranties of the Seller and the Servicer Regarding the Receivables
Schedule B-2    Representations and Warranties of the Seller and the Servicer Regarding the Pool of Receivables
EXHIBITS
Exhibit A    Form of Servicer’s Certificate

 

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SALE AND SERVICING AGREEMENT, dated as of January 11, 2017, among AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2017-1, a Delaware statutory trust (the “Issuer”), AFS SENSUB CORP., a Nevada corporation (the “Seller”), AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation (the “Servicer”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, in its capacity as Trust Collateral Agent.

WHEREAS the Issuer desires to purchase a portfolio of receivables arising in connection with motor vehicle retail installment sale contracts made by AmeriCredit Financial Services, Inc. or an Originating Affiliate or acquired by AmeriCredit Financial Services, Inc. or an Originating Affiliate through motor vehicle dealers;

WHEREAS the Seller has purchased such receivables from AmeriCredit Financial Services, Inc. and is willing to sell such receivables to the Issuer;

WHEREAS the Servicer is willing to service all such receivables;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.1. Definitions. Whenever used in this Agreement, the following words and phrases shall have the following meanings:

Accelerated Principal Amount” for a Distribution Date will equal the lesser of

(x) the excess, if any, of the amount of Available Funds on such Distribution Date over the amounts payable on such Distribution Date pursuant to clauses (i) through (xix) of Section 5.7(a); and

(y) the excess, if any, on such Distribution Date of (i) the Pro Forma Note Balance for such Distribution Date over (ii) the Required Pro Forma Note Balance for such Distribution Date.

Accountants’ Report” means the report of a firm of nationally recognized Independent Accountants described in Section 4.11.

Accounting Date” means, with respect to any Collection Period the last day of such Collection Period.

ADR Organization” means The American Arbitration Association or, if The American Arbitration Association no longer exists or if its ADR Rules would no longer permit mediation or arbitration, as applicable, of the dispute, another nationally recognized mediation or arbitration organization selected by AmeriCredit.


ADR Rules” means the relevant rules of the ADR Organization for mediation (including non-binding arbitration) or binding arbitration, as applicable, of commercial disputes in effect at the time of the mediation or arbitration.

Affiliate” means, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

Aggregate Principal Balance” means, with respect to any date of determination, the sum of the Principal Balances for all Receivables (other than (i) any Receivable that became a Liquidated Receivable prior to the end of the related Collection Period and (ii) any Receivable that became a Purchased Receivable prior to the end of the related Collection Period) as of the date of determination.

Agreement” means this Sale and Servicing Agreement, as the same may be amended and supplemented from time to time.

AmeriCredit” means AmeriCredit Financial Services, Inc.

Amount Financed” means, with respect to a Receivable, the aggregate amount advanced under such Receivable toward the purchase price of the Financed Vehicle and any related costs, including amounts advanced in respect of accessories, insurance premiums, service contracts, car club and warranty contracts, other items customarily financed as part of motor vehicle retail installment sale contracts or promissory notes, and related costs.

Annual Percentage Rate” or “APR” of a Receivable means the annual percentage rate of finance charges or service charges, as stated in the related Contract.

Asset Representations Review Agreement” means the Asset Representations Review Agreement, dated as of January 11, 2017, among the Issuer, the Servicer, the Trustee and the Asset Representations Reviewer.

Asset Representations Reviewer” means Clayton Fixed Income Services LLC, a Delaware limited liability company.

Asset Review” means, for any Asset Review Notice, the performance by the Asset Representations Reviewer of each Asset Test stated in Schedule A to the Asset Representations Review Agreement for each Asset Review Receivable.

Asset Review Notice” means the notice from the Trustee to the Asset Representations Reviewer and the Servicer directing the Asset Representations Reviewer to perform an Asset Review under Section 3.4 of the Asset Representations Review Agreement.

Asset Review Receivable” means, for any Asset Review, each Receivable that is not a Liquidated Receivable and which the related Obligor failed to make at least 90% of the related

 

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Scheduled Receivables Payment by the date on which it was due and, as of the last day of the Collection Period prior to the date the related Asset Review Notice was delivered, remained unpaid for 60 days or more from the original payment due date.

Asset Test” means, for an Asset Review, each Test, as defined in the Asset Representations Review Agreement, in Schedule A to the Asset Representations Review Agreement to be performed by the Asset Representations Reviewer on the related Asset Review Receivables.

Available Funds” means, with respect to any Distribution Date, the sum of (i) the Collected Funds for the related Collection Period, plus (ii) all Purchase Amounts deposited in the Trust Accounts during the related Collection Period, plus (iii) Investment Earnings with respect to the Trust Accounts for the related Collection Period, plus (iv) following the acceleration of the Notes pursuant to Section 5.2 of the Indenture, the amount of money or property collected pursuant to Section 5.3 of the Indenture since the preceding Distribution Date by the Trust Collateral Agent for distribution pursuant to Section 5.6 and Section 5.8 of the Indenture, plus (v) the proceeds of any purchase or sale of the assets of the Trust described in Section 10.1 plus (vi) amounts, if any, released from the Reserve Account pursuant to Section 5.8(c) on such Distribution Date.

Base Servicing Fee” means, with respect to any Collection Period, the fee payable to the Servicer for services rendered during such Collection Period, which shall be equal to the product of (i) the Servicing Fee Rate times (ii) the aggregate Principal Balance of the Receivables as of the opening of business on the first day of such Collection Period (or, in the case of the first Distribution Date, January 12, 2017) times (iii) one-twelfth (or, in the case of the first Distribution Date, a fraction equal to (x) the number of days from and including January 12, 2017 through and including February 28, 2017, divided by (y) 360).

Basic Documents” means this Agreement, the Certificate of Trust, the Trust Agreement, the Purchase Agreement, the Indenture, the Asset Representations Review Agreement, the Underwriting Agreement and other documents and certificates delivered in connection therewith.

Business Day” means any day other than a Saturday, a Sunday, a legal holiday or other day on which commercial banking institutions located in Wilmington, Delaware, Fort Worth, Texas or New York, New York or any other location of any successor Servicer, successor Owner Trustee or successor Trust Collateral Agent are authorized or obligated by law, executive order or governmental decree to be closed.

Calculation Agent” shall have the meaning set forth in Section 5.10.

Certificate” means the trust certificate evidencing the beneficial interest of the Certificateholder in the Trust.

Certificate Distribution Account” has the meaning assigned to such term in the Trust Agreement.

Certificateholder” means the Person in whose name the Certificate is registered.

 

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Class” means the Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B Notes, the Class A-3 Notes, the Class B Notes, the Class C Notes, the Class D Notes and/or the Class E Notes, as the context requires.

Class A Notes” means the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes.

Class A Principal Parity Amount” means, with respect to any Distribution Date, the lesser of (I) the excess, if any, of (x) the aggregate remaining principal balance of the Class A Notes immediately prior to such Distribution Date over (y) the Pool Balance as of the end of the immediately preceding Collection Period and (II) the amount of Total Available Funds remaining on deposit in the Collection Account after the funding of the items described in clauses (i) through (iii) of Section 5.7(a) on such Distribution Date.

Class A-1 Notes” has the meaning assigned to such term in the Indenture.

Class A-2 Notes” has the meaning assigned to such term in the Indenture.

Class A-2-A Notes” has the meaning assigned to such term in the Indenture.

Class A-2-B Notes” has the meaning assigned to such term in the Indenture.

Class A-3 Notes” has the meaning assigned to such term in the Indenture.

Class B Notes” has the meaning assigned to such term in the Indenture.

Class B Principal Parity Amount” means, with respect to any Distribution Date, the lesser of (I) the excess of (A) the excess, if any, of (x) the aggregate remaining principal balance of the Class A Notes and of the Class B Notes, in each case immediately prior to such Distribution Date over (y) the Pool Balance as of the end of the immediately preceding Collection Period over (B) the sum of (1) the Class A Principal Parity Amount for such Distribution Date plus (2) any payments made on the Class A Notes as a Matured Principal Shortfall on such Distribution Date and (II) the amount of Total Available Funds remaining on deposit in the Collection Account after the funding of the items described in clauses (i) through (vi) of Section 5.7(a) on such Distribution Date.

Class C Notes” has the meaning assigned to such term in the Indenture.

Class C Principal Parity Amount” means, with respect to any Distribution Date, the lesser of (I) the excess of (A) the excess, if any, of (x) the aggregate remaining principal balance of the Class A Notes, of the Class B Notes and of the Class C Notes, in each case immediately prior to such Distribution Date over (y) the Pool Balance as of the end of the immediately preceding Collection Period over (B) the sum of (1) the Class A Principal Parity Amount plus (2) the Class B Principal Parity Amount for such Distribution Date plus (3) any payments made on the Class A Notes or the Class B Notes as a Matured Principal Shortfall on such Distribution Date and (II) the amount of Total Available Funds remaining on deposit in the Collection Account after the funding of the items described in clauses (i) through (ix) of Section 5.7(a) on such Distribution Date.

 

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Class D Notes” has the meaning assigned to such term in the Indenture.

Class D Principal Parity Amount” means, with respect to any Distribution Date, the lesser of (I) the excess of (A) the excess, if any, of (x) the aggregate remaining principal balance of the Class A Notes, of the Class B Notes, of the Class C Notes and of the Class D Notes, in each case immediately prior to such Distribution Date over (y) the Pool Balance as of the end of the immediately preceding Collection Period over (B) the sum of (1) the Class A Principal Parity Amount, plus (2) the Class B Principal Parity Amount plus (3) the Class C Principal Parity Amount for such Distribution Date plus (4) any payments made on the Class A Notes, the Class B Notes or the Class C Notes as a Matured Principal Shortfall on such Distribution Date and (II) the amount of Total Available Funds remaining on deposit in the Collection Account after the funding of the items described in clauses (i) through (xii) of Section 5.7(a) on such Distribution Date.

Class E Notes” has the meaning assigned to such term in the Indenture.

Class E Principal Parity Amount” means, with respect to any Distribution Date, the lesser of (I) the excess of (A) the excess, if any, of (x) the aggregate remaining principal balance of the Class A Notes, of the Class B Notes, of the Class C Notes, of the Class D Notes and of the Class E Notes, in each case immediately prior to such Distribution Date over (y) the Pool Balance as of the end of the immediately preceding Collection Period over (B) the sum of (1) the Class A Principal Parity Amount, plus (2) the Class B Principal Parity Amount, plus (3) the Class C Principal Parity Amount, plus (4) the Class D Principal Parity Amount for such Distribution Date plus (5) any payments made on the Class A Notes, the Class B Notes, the Class C Notes or the Class D Notes as a Matured Principal Shortfall on such Distribution Date and (II) the amount of Total Available Funds remaining on deposit in the Collection Account after the funding of the items described in clauses (i) through (xv) of Section 5.7(a) on such Distribution Date.

Closing Date” means February 23, 2017.

Collateral Insurance” shall have the meaning set forth in Section 4.4(a).

Collected Funds” means, with respect to any Collection Period, the amount of funds in the Collection Account representing collections on the Receivables during such Collection Period, including all Net Liquidation Proceeds collected during such Collection Period (but excluding any Purchase Amounts).

Collection Account” means the account designated as such, established and maintained pursuant to Section 5.1(a)(i).

Collection Period” means, with respect to the first Distribution Date, the period beginning as of the close of business on January 11, 2017 and ending as of the close of business on February 28, 2017. With respect to each subsequent Distribution Date, “Collection Period” means the period beginning as of the close of business on the last day of the second preceding calendar month and ending as of the close of business on the last day of the immediately preceding calendar month. Any amount stated “as of the close of business” shall give effect to the following calculations as determined as of the end of the day on such day: (i) all applications of collections and (ii) all distributions.

 

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Collection Records” means all manually prepared or computer generated records relating to collection efforts or payment histories with respect to the Receivables.

Commission” means the United States Securities and Exchange Commission.

Computer Tape” means the computer tapes or other electronic media furnished by the Servicer to the Issuer and its assigns describing certain characteristics of the Receivables as of the Cutoff Date.

Contract” means a motor vehicle retail installment sale contract or promissory note.

Controlling Party” means the Trust Collateral Agent, for the benefit of the Noteholders.

Corporate Trust Office” means (i) with respect to the Owner Trustee, the principal corporate trust office of the Owner Trustee, which at the time of execution of this agreement is Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration and (ii) with respect to the Trustee and the Trust Collateral Agent, (a) solely with respect to the transfer, surrender, exchange or presentation for final payment of the Notes, 2001 Bryan Street, 9th Floor, Dallas, Texas 75201, Attention: Transfer Unit – AmeriCredit 2017-1 and (b) for all other purposes, the principal office thereof at which at any particular time its corporate trust business shall be administered, which at the time of execution of this agreement is 101 Barclay Street, 7 West, New York, New York 10286, Attention: Corporate Trust Administration – AmeriCredit 2017-1.

Cram Down Loss” means, with respect to a Receivable that has not become a Liquidated Receivable, if the Servicer expects the Principal Balance or effective rate of interest on the automobile loan contract to be reduced by a court of appropriate jurisdiction in a proceeding related to an Insolvency Event, the Servicer’s estimate of the reduction in the Principal Balance that will be so ordered by the court.

Custodian” means AmeriCredit and any other Person named from time to time as custodian hereunder acting as agent for the Trust Collateral Agent, which Person must be acceptable to the Controlling Party (the Custodian as of the Closing Date is acceptable to the Controlling Party).

Cutoff Date” means January 11, 2017.

DBRS” means DBRS, Inc. or its successor.

Dealer” means a dealer who sold a Financed Vehicle and who originated and assigned the respective Receivable to AmeriCredit or an Originating Affiliate under a Dealer Agreement or pursuant to a Dealer Assignment.

 

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Dealer Agreement” means any agreement between a Dealer and AmeriCredit or an Originating Affiliate relating to the acquisition of Receivables from a Dealer by AmeriCredit or an Originating Affiliate.

Dealer Assignment” means, with respect to a Receivable, the executed assignment executed by a Dealer conveying such Receivable to AmeriCredit or an Originating Affiliate.

Delinquency Rate” means, for any Collection Period, (i) the aggregate Principal Balance of all Delinquent Receivables as of the end of such Collection Period divided by (ii) the Pool Balance as of the beginning of such Collection Period.

Delinquency Trigger” means, that (i) as of the end of any of the first through twelfth Collection Periods, the Delinquency Rate exceeds 5.30%, (ii) as of the end of any of the thirteenth through twenty-fourth Collection Periods, the Delinquency Rate exceeds 6.90%, (iii) as of the end of any of the twenty-fifth through thirty-sixth Collection Periods, the Delinquency Rate exceeds 7.20%, (iv) as of the end of any of the thirty-seventh through any subsequent Collection Periods, the Delinquency Rate exceeds 7.60%.

Delinquent Receivable” means any Receivable that is not a Liquidated Receivable and which the related Obligor fails to make at least 90% of the related Scheduled Receivables Payment by the date on which it is due and remains unpaid for more than 60 days from the original payment due date.

Delivery” when used with respect to Trust Account Property means:

(a) with respect to bankers’ acceptances, commercial paper, negotiable certificates of deposit and other obligations that constitute “instruments” within the meaning of Section 9-102(a)(47) of the UCC and are susceptible of physical delivery, transfer thereof to the Trust Collateral Agent by physical delivery to the Trust Collateral Agent endorsed to, or registered in the name of, the Trust Collateral Agent or endorsed in blank, and, with respect to a certificated security (as defined in Section 8-102(a)(4) of the UCC), transfer thereof (i) by delivery thereof to the Trust Collateral Agent of such certificated security endorsed to, or registered in the name of, the Trust Collateral Agent or (ii) by delivery thereof to a “clearing corporation” (as defined in Section 8-102(a)(5) of the UCC) and the making by such clearing corporation of appropriate entries on its books reducing the appropriate securities account of the transferor and increasing the appropriate securities account of the Trust Collateral Agent by the amount of such certificated security and the identification by the clearing corporation of the certificated securities for the sole and exclusive account of the Trust Collateral Agent (all of the foregoing, “Physical Property”), and, in any event, any such Physical Property in registered form shall be in the name of the Trust Collateral Agent or its nominee; and such additional or alternative procedures as may hereafter become appropriate to effect the complete transfer of ownership of any such Trust Account Property to the Trust Collateral Agent or its nominee or custodian, consistent with changes in applicable law or regulations or the interpretation thereof;

(b) with respect to any security issued by the U.S. Treasury, the Federal Home Loan Mortgage Corporation or by the Federal National Mortgage Association that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations, the

 

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following procedures, all in accordance with applicable law, including applicable Federal regulations and Articles 8 and 9 of the UCC: book-entry registration of such Trust Account Property to an appropriate book-entry account maintained with a Federal Reserve Bank by a securities intermediary that is also a “depository” pursuant to applicable federal regulations; the making by such securities intermediary of entries in its books and records crediting such Trust Account Property to the Trust Collateral Agent’s securities account at the securities intermediary and identifying such book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations as belonging to the Trust Collateral Agent; and such additional or alternative procedures as may hereafter become appropriate to effect complete transfer of ownership of any such Trust Account Property to the Trust Collateral Agent, consistent with changes in applicable law or regulations or the interpretation thereof;

(c) with respect to any item of Trust Account Property that is an uncertificated security under Article 8 of the UCC and that is not governed by clause (b) above, registration on the books and records of the issuer thereof in the name of the Trust Collateral Agent or its nominee or custodian who either (i) becomes the registered owner on behalf of the Trust Collateral Agent or (ii) having previously become the registered owner, acknowledges that it holds for the Trust Collateral Agent; and

(d) with respect to any item of Trust Account Property that is a financial asset under Article 8 of the UCC and that is not governed by clause (b) above, causing the securities intermediary to indicate on its books and records that such financial asset has been credited to a securities account of the Trust Collateral Agent.

Determination Date” means, with respect to any Collection Period, the second Business Day prior to the related Distribution Date.

Distribution Date” means, with respect to each Collection Period, the eighteenth day of the following calendar month, or, if such day is not a Business Day, the immediately following Business Day, commencing March 20, 2017. If AmeriCredit is no longer acting as Servicer, the distribution date may be a different day of the month.

Electronic Ledger” means the electronic master record of the retail installment sale contracts or installment loans of the Servicer.

Eligible Deposit Account” means a segregated trust account with the corporate trust department of a depository institution organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any domestic branch of a foreign bank), having corporate trust powers and acting as trustee for funds deposited in such account, so long as (i) the long-term unsecured debt of such depository institution shall have a credit rating from Standard & Poor’s of at least BBB and from Fitch in one of its generic rating categories which signifies investment grade and (ii) such depository institutions’ deposits are insured by the FDIC.

Eligible Investments” mean book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form which evidence:

(a) direct obligations of, and obligations fully guaranteed as to timely payment by, the United States of America;

 

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(b) demand deposits, time deposits or certificates of deposit of any depository institution or trust company incorporated under the laws of the United States of America or any state thereof or the District of Columbia (or any domestic branch of a foreign bank) and subject to supervision and examination by federal or state banking or depository institution authorities (including depository receipts issued by any such institution or trust company as custodian with respect to any obligation referred to in clause (a) above or portion of such obligation for the benefit of the holders of such depository receipts); provided, however, that at the time of the investment or contractual commitment to invest therein (which shall be deemed to be made again each time funds are reinvested following each Distribution Date), the commercial paper or other short-term senior unsecured debt obligations (other than such obligations the rating of which is based on the credit of a Person other than such depository institution or trust company) of such depository institution or trust company shall have a credit rating from Standard & Poor’s of A-1+, from Moody’s of Prime-1, to the extent rated by DBRS, from DBRS of R-1 (middle) and from Fitch of F1+;

(c) commercial paper and demand notes investing solely in commercial paper having, at the time of the investment or contractual commitment to invest therein, a rating from Standard & Poor’s of A-1+, from Moody’s of Prime-1, to the extent rated by DBRS, from DBRS of R-1 (middle) and from Fitch of F1+;

(d) investments in money market funds (including funds for which the Trust Collateral Agent or the Trustee in each of their individual capacities or any of their respective Affiliates is investment manager, controlling party or advisor) having a rating from Standard & Poor’s of AAA-m or AAAm-G and from Moody’s of Aaa;

(e) bankers’ acceptances issued by any depository institution or trust company referred to in clause (b) above;

(f) repurchase obligations with respect to any security that is a direct obligation of, or fully guaranteed by, the United States of America or any agency or instrumentality thereof the obligations of which are backed by the full faith and credit of the United States of America, in either case entered into with a depository institution or trust company (acting as principal) referred to in clause (b) above;

(g) any other investment which would satisfy the Rating Agency Condition and is consistent with the ratings of the Securities or any other investment that by its terms converts to cash within a finite period, if the Rating Agency Condition is satisfied with respect thereto; and

(h) cash denominated in United States dollars.

Any of the foregoing Eligible Investments may be purchased by or through the Trust Collateral Agent, the Trustee or any of their respective Affiliates.

Exchange Act” means the Securities Exchange Act of 1934, as amended.

 

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FDIC” means the Federal Deposit Insurance Corporation.

Final Scheduled Distribution Date” means with respect to (i) the Class A-1 Notes, the February 20, 2018 Distribution Date, (ii) the Class A-2-A Notes, the May 18, 2020 Distribution Date, (iii) the Class A-2-B Notes, the May 18, 2020 Distribution Date, (iv) the Class A-3 Notes, the August 18, 2021 Distribution Date, (v) the Class B Notes, the February 18, 2022 Distribution Date, (vi) the Class C Notes, the August 18, 2022 Distribution Date, (vii) the Class D Notes, the January 18, 2023 Distribution Date and (viii) the Class E Notes, the August 19, 2024 Distribution Date.

Financed Vehicle” means an automobile or light-duty truck van or minivan, together with all accessions thereto, securing an Obligor’s indebtedness under the respective Receivable.

Fitch” means Fitch Ratings, Inc. or its successor.

Force-Placed Insurance” shall have the meaning set forth in Section 4.4.

General Motors Financial Company, Inc.” means General Motors Financial Company, Inc. (f/k/a AmeriCredit Corp.).

Indenture” means the Indenture, dated as of January 11, 2017, between the Issuer and The Bank of New York Mellon, as Trust Collateral Agent and Trustee, as the same may be amended and supplemented from time to time.

Independent Accountants” shall have the meaning set forth in Section 4.11(a).

Insolvency Event” means, with respect to a specified Person, (a) the filing of a petition against such Person or the entry of a decree or order for relief by a court having jurisdiction in the premises in respect of such Person or any substantial part of its property in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator, or similar official for such Person or for any substantial part of its property, or ordering the winding-up or liquidation of such Person’s affairs, and such petition, decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (b) the commencement by such Person of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law, or the consent by such Person to the appointment of or taking possession by, a receiver, liquidator, assignee, custodian, trustee, sequestrator, or similar official for such Person or for any substantial part of its property, or the making by such Person of any general assignment for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts become due, or the taking of action by such Person in furtherance of any of the foregoing.

Insurance Add-On Amount” means the premium charged to the Obligor in the event that the Servicer obtains Force-Placed Insurance pursuant to Section 4.4.

Insurance Policy” means, with respect to a Receivable, any insurance policy (including the insurance policies described in Section 4.4) benefiting the holder of the Receivable providing loss or physical damage, credit life, credit disability, theft, mechanical breakdown or similar coverage with respect to the Financed Vehicle or the Obligor.

 

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Interest Period” means, with respect to any Distribution Date, the period from and including the most recent Distribution Date on which interest has been paid (or in the case of the first Distribution Date, from and including the Closing Date) to, but excluding, the following Distribution Date.

Interest Rate” means, with respect to:

(a) the Class A-1 Notes, 0.92000% per annum (computed on the basis of a 360-day year and the actual number of days elapsed in the applicable Interest Period);

(b) the Class A-2-A Notes, 1.51% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months);

(c) the Class A-2-B Notes, the greater of (i) LIBOR plus 0.30% per annum and (ii) 0.00% (computed on the basis of a 360-day year and the actual number of days elapsed in the applicable Interest Period);

(d) the Class A-3 Notes, 1.87% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months);

(e) the Class B Notes, 2.30% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months);

(f) the Class C Notes, 2.71% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months);

(g) the Class D Notes, 3.13% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months); and

(h) the Class E Notes, 0.00% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months).

Investment Company Act” means the Investment Company Act of 1940, as amended.

Investment Earnings” means, with respect to any date of determination and Trust Accounts, the investment earnings on amounts on deposit in such Trust Accounts on such date.

Issuer” means AmeriCredit Automobile Receivables Trust 2017-1.

Issuer Secured Parties” means the Trustee in respect of the Trustee Issuer Secured Obligations.

Item 1122 Letter Agreement” means the Item 1122 Letter Agreement, dated as of February 23, 2017 between the Servicer and The Bank of New York Mellon, as the same may be amended and supplemented from time to time.

 

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LIBOR” shall have the meaning set forth in Section 5.10.

LIBOR Determination Date” shall have the meaning set forth in Section 5.10.

Lien” means a security interest, lien, charge, pledge, equity, or encumbrance of any kind, other than tax liens, mechanics’ liens and any liens that attach to the respective Receivable by operation of law as a result of any act or omission by the related Obligor.

Lien Certificate” means, with respect to a Financed Vehicle, an original certificate of title, certificate of lien or other notification issued by the Registrar of Titles of the applicable state to a secured party which indicates that the lien of the secured party on the Financed Vehicle is recorded on the original certificate of title. In any jurisdiction in which the original certificate of title is required to be given to the Obligor, the term “Lien Certificate” shall mean only a certificate or notification issued to a secured party. For Financed Vehicles registered in states which issue confirmation of the lienholder’s interest electronically, the “Lien Certificate” may consist of notification of an electronic recordation, by either a third-party service provider or the relevant Registrar of Titles of the applicable state, which indicates that the lien of the secured party on the Financed Vehicle is recorded on the original certificate of title on the electronic lien and title system of the applicable state.

Liquidated Receivable” means, with respect to any Collection Period, a Receivable for which, as of the last day of the Collection Period (i) 90 days have elapsed since the Servicer repossessed the Financed Vehicle; provided, however, that in no case shall 10% or more of a Scheduled Receivables Payment have become 210 or more days delinquent in the case of a repossessed Financed Vehicle, (ii) the Servicer has determined in good faith that all amounts it expects to recover have been received, (iii) 10% or more of a Scheduled Receivables Payment shall have become 120 or more days delinquent, except in the case of a repossessed Financed Vehicle, or (iv) that is, without duplication, a Sold Receivable.

Liquidation Proceeds” means, with respect to a Liquidated Receivable, all amounts realized with respect to such Receivable and, with respect to a Sold Receivable, the related Sale Amount.

London Business Day” shall have the meaning set forth in Section 5.10.

Majority Noteholders” means the Holders of the Notes representing a majority of the principal balance of the most senior Class of Notes then outstanding.

Matured Principal Shortfall” means, with respect to any Distribution Date and for any Class of Notes which would have a remaining principal balance greater than zero on such Distribution Date, after taking into account the payment of all other principal amounts to such Class on such Distribution Date and as to which such Distribution Date is either the Final Scheduled Distribution Date for such Class, or a Distribution Date subsequent to such Final Scheduled Distribution Date, the remaining principal balance of such Class on such Distribution Date after taking into account the payment of all other principal amounts to such Class on such Distribution Date.

 

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Minimum Sale Price” means (i) with respect to a Receivable (x) that has become 60 to 210 days delinquent or (y) that has become greater than 210 days delinquent and with respect to which the related Financed Vehicle has been repossessed by the Servicer and has not yet been sold at auction, the greater of (A) the product of (1) 55% times (2) the Principal Balance of such Receivable and (B) the product of (1) the three month rolling average recovery rate (expressed as a percentage) for the Servicer in its liquidation of all receivables for which it acts as servicer, either pursuant to this Agreement or otherwise, times (2) the Principal Balance of such Receivable or (ii) with respect to a Receivable (x) with respect to which the related Financed Vehicle has been repossessed by the Servicer and has been sold at auction and the Net Liquidation Proceeds for which have been deposited in the Collection Account, or (y) that has become greater than 210 days delinquent and with respect to which the related Financed Vehicle has not been repossessed by the Servicer despite the Servicer’s diligent efforts, consistent with its servicing obligations, to repossess the Financed Vehicle, $1.

Monthly Records” means all records and data maintained by the Servicer with respect to the Receivables, including the following with respect to each Receivable: the account number; the originating Dealer; Obligor name; Obligor address; Obligor home phone number; Obligor business phone number; original Principal Balance; original term; Annual Percentage Rate; current Principal Balance; current remaining term; origination date; first payment date; final scheduled payment date; next payment due date; date of most recent payment; new/used classification; collateral description; days currently delinquent; number of contract extensions (months) to date; amount of Scheduled Receivables Payment; and past due late charges.

Monthly Remittance Condition” means, as of any date, that (i) AmeriCredit is the Servicer, (ii) AmeriCredit has a short-term unsecured debt rating of at least “A-1” by Standard & Poor’s and at least “F1” by Fitch and (iii) no Servicer Termination Event or Event of Default has occurred and is continuing.

Moody’s” means Moody’s Investors Service, Inc. or its successor.

Net Liquidation Proceeds” means, with respect to a Liquidated Receivable, Liquidation Proceeds net of (i) reasonable expenses incurred by the Servicer in connection with the collection of such Receivable and the repossession and disposition of the Financed Vehicle and (ii) amounts that are required to be refunded to the Obligor on such Receivable; provided, however, that the Net Liquidation Proceeds with respect to any Receivable shall in no event be less than zero.

Note Distribution Account” means the account designated as such, established and maintained pursuant to Section 5.1(a)(ii).

Note Pool Factor” for each Class of Notes as of the close of business on any date of determination means a seven-digit decimal figure equal to the outstanding principal amount of such Class of Notes divided by the original outstanding principal amount of such Class of Notes.

Noteholders’ Distributable Amount” means, with respect to any Distribution Date, the sum of (i) the Noteholders’ Principal Distributable Amount plus (ii) the Noteholders’ Interest Distributable Amount.

 

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Noteholders’ Interest Carryover Amount” means, with respect to any Class of Notes and any date of determination, all or any portion of the Noteholders’ Interest Distributable Amount for such Class of Notes for the immediately preceding Distribution Date which remains unpaid as of such date of determination, plus interest on such unpaid amount, to the extent permitted by law, at the respective Interest Rate borne by the applicable Class of Notes from such immediately preceding Distribution Date to but excluding such date of determination.

Noteholders’ Interest Distributable Amount” means, with respect to any Distribution Date and Class of Notes, the sum of (i) the Noteholders’ Monthly Interest Distributable Amount for such Distribution Date plus (ii) each Class of Notes and the Noteholders’ Interest Carryover Amount, if any for such Distribution Date and each such Class. Interest on the Class A-1 Notes and the Class A-2-B Notes shall be computed on the basis of a 360-day year and the actual number of days elapsed in the applicable Interest Period; interest on all other Classes of Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

Noteholders’ Monthly Interest Distributable Amount” means, with respect to any Distribution Date and any Class of Notes, interest accrued at the respective Interest Rate during the applicable Interest Period on the principal amount of the Notes of such Class outstanding as of the end of the prior Distribution Date (or, in the case of the first Distribution Date, as of the Closing Date), calculated (x) for the Class A-1 Notes and the Class A-2-B Notes on the basis of a 360-day year and the actual number of days elapsed in the applicable Interest Period and (y) for all other Classes of Notes on the basis of a 360-day year consisting of twelve 30-day months (without adjustment for the actual number of business days elapsed in the applicable Interest Period), except with respect to the first Interest Period.

Noteholders’ Principal Carryover Amount” means, as of any date of determination, all or any portion of the Noteholders’ Principal Distributable Amount from the preceding Distribution Date which remains unpaid as of such date of determination.

Noteholders’ Principal Distributable Amount” means, with respect to any Distribution Date, (other than the Final Scheduled Distribution Date for any Class of Notes), the sum of (x) the Principal Distributable Amount for such Distribution Date plus (y) the Noteholders’ Principal Carryover Amount, if any, as of the close of business on the preceding Distribution Date. The Noteholders’ Principal Distributable Amount on the Final Scheduled Distribution Date for any Class of Notes will equal the sum of (i) the Principal Distributable Amount for such Distribution Date, plus (ii) the Noteholders’ Principal Carryover Amount as of such Distribution Date, plus (iii) the excess of the outstanding principal amount of such Class of Notes, if any, over the amounts described in clauses (i) and (ii).

Obligor” on a Receivable means the purchaser or co-purchasers of the Financed Vehicle and any other Person who owes payments under the Receivable.

Officers’ Certificate” means a certificate signed by the chief executive officer, the president, any executive vice president, any senior vice president, any vice president, any assistant vice president, any treasurer, any assistant treasurer, any secretary or any assistant secretary of the Seller or the Servicer, as appropriate.

 

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Opinion of Counsel” means a written opinion of counsel satisfactory in form and substance to the recipient(s) thereof.

Original Pool Balance” means the Pool Balance as of the Cutoff Date.

Originating Affiliate” means an Affiliate of AmeriCredit that has originated Receivables and assigned its full interest therein to AmeriCredit.

Other Conveyed Property” means all property conveyed by the Seller to the Trust pursuant to Section 2.1(b) through (i).

Owner Trust Estate” has the meaning assigned to such term in the Trust Agreement.

Owner Trustee” means Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee under the Trust Agreement, its successors in interest or any successor Owner Trustee under the Trust Agreement.

Person” means any individual, corporation, estate, partnership, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated organization or government or any agency or political subdivision thereof.

Physical Property” has the meaning assigned to such term in the definition of “Delivery” above.

Pool Balance” means, as of any date of determination, the aggregate Principal Balance of the Receivables (excluding Purchased Receivables and Liquidated Receivables) at the end of the preceding calendar month.

Principal Balance” means, with respect to any Receivable, as of any date, the sum of (x) the Amount Financed minus (i) that portion of all amounts received on or prior to such date and allocable to principal in accordance with the terms of the Receivable minus (ii) any Cram Down Loss in respect of such Receivable.

Principal Distributable Amount” means, with respect to any Distribution Date, the amount equal to the excess, if any, of (x) the sum of (i) the principal portion of all Collected Funds received during the immediately preceding Collection Period (other than Liquidated Receivables and Purchased Receivables), plus (ii) the Principal Balance of all Receivables that became Liquidated Receivables during the related Collection Period (other than Purchased Receivables), plus (iii) the principal portion of the Purchase Amounts received with respect to all Receivables that became Purchased Receivables during the related Collection Period, plus (iv) the aggregate amount of Cram Down Losses that shall have occurred during the related Collection Period, plus (v) following the acceleration of the Notes pursuant to Section 5.2 of the Indenture, the amount of money or property collected pursuant to Section 5.4 of the Indenture since the preceding Determination Date by the Trust Collateral Agent for distribution pursuant to Section 5.7 over (y) the Step-Down Amount, if any, for such Distribution Date.

 

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Pro Forma Note Balance” means, with respect to any Distribution Date, the aggregate remaining principal amount of the Notes outstanding on such Distribution Date, after giving effect to distributions pursuant to clauses (i) through (xviii) of Section 5.7(a) hereof.

Prospectus” means the prospectus, dated as of February 13, 2017 relating to the offering of the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes, as filed with the Commission.

Purchase Agreement” means the Purchase Agreement between the Seller and AmeriCredit, dated as of January 11, 2017, pursuant to which the Seller acquires the Receivables, as such agreement may be amended from time to time.

Purchase Amount” means, with respect to a Purchased Receivable, the Principal Balance and all accrued and unpaid interest on the Receivable, after giving effect to the receipt of any moneys collected (from whatever source) on such Receivable, if any.

Purchased Receivable” means a Receivable purchased as of the close of business on the last day of a Collection Period by the Servicer pursuant to Sections 4.2, 4.4(c) or 4.7 or repurchased by the Seller or the Servicer pursuant to Section 3.2 or Section 10.1(a).

Rating Agency” means Fitch and Standard and Poor’s. If no such organization or successor maintains a rating on the Securities, “Rating Agency” shall be a nationally recognized statistical rating organization or other comparable Person engaged by the Seller, notice of which engagement shall be given to the Trust Collateral Agent, the Owner Trustee and the Servicer.

Rating Agency Condition” means, with respect to any action, that each of Fitch and Standard & Poor’s shall have been given 10 days’ (or such shorter period as shall be acceptable to each Rating Agency) prior notice thereof by AmeriCredit and that (a) with respect to Fitch, such Rating Agency has not notified the Seller, the Servicer, the Owner Trustee and the Trust Collateral Agent (or the Trustee, as applicable) in writing that such action will result in a reduction or withdrawal of the then current rating of any Class of Notes, and (b) with respect to Standard & Poor’s, such Rating Agency has notified the Seller, the Servicer, the Owner Trustee and the Trust Collateral Agent (or the Trustee, as applicable) in writing that such action will not result in a reduction or withdrawal of the then current rating of any Class of Notes.

Realized Losses” means, with respect to any Receivable that becomes a Liquidated Receivable, the excess of the Principal Balance of such Liquidated Receivable over Net Liquidation Proceeds to the extent allocable to principal.

Receivables” means the Contracts listed on Schedule A attached hereto (which Schedule may be in an electronic format).

Receivable Files” means the documents specified in Section 3.3.

Record Date” means, with respect to a Distribution Date or Redemption Date, the close of business on the Business Day immediately preceding such Distribution Date or Redemption Date, unless otherwise specified in the Indenture.

 

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Registrar of Titles” means, with respect to any state, the governmental agency or body responsible for the registration of, and the issuance of certificates of title relating to, motor vehicles and liens thereon.

Regulation AB” means Subpart 229.1100- Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such may be amended from time to time and subject to such clarification and interpretation as have been provided by the Commission in the adopting releases (Asset-Backed Securities, Securities Act Release No. 33-8518.70 Fed. Reg. 1,506,1,531 (January 7, 2005) and Asset-Backed Securities Disclosure and Registration, Securities Act Release No. 33-9638, 79 Fed. Reg. 57,184 (September 24, 2014)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

Requesting Party” shall have the meaning set forth in Section 3.13(a).

Required Pro Forma Note Balance” means, with respect to any Distribution Date, a dollar amount equal to (x) the Pool Balance as of the end of the prior calendar month minus (y) the excess of (i) 14.75% of the Pool Balance as of the end of the prior calendar month over (ii) the Specified Reserve Balance.

Reserve Account” means the account designated as such, established and maintained pursuant to Section 5.1(a)(iii).

Reserve Account Deposit Amount” means, with respect to any Distribution Date, the lesser of (x) the excess of (i) the Specified Reserve Balance over (ii) the amount on deposit in the Reserve Account on such Distribution Date, after taking into account the amount of any Reserve Account Withdrawal Amount on such Distribution Date and (y) the amount remaining in the Collection Account after taking into account the distributions therefrom described in clauses (i) through (xviii) of Section 5.7(a).

Reserve Account Withdrawal Amount” means, with respect to any Distribution Date, the lesser of (x) any shortfall in the amount of Available Funds available to pay the amounts specified in clauses (i) through (xvii) of Section 5.7(a) (taking into account application of Available Funds to the priority of payments specified in Section 5.7(a) and ignoring any provision hereof which otherwise limits the amounts described in such clauses to the amount of funds available) and (y) the amount on deposit in the Reserve Account on such Distribution Date prior to application of amounts on deposit therein pursuant to Section 5.8.

Responsible Officer” means, with respect to any Person, any Executive Vice President, Senior Vice President, Vice President, Assistant Vice President, Treasurer, Assistant Treasurer, Secretary, Assistant Secretary, or any other officer of such Person customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

Reuters Screen LIBOR01 Page” shall have the meaning set forth in Section 5.10.

Sale Amount” means, with respect to any Sold Receivable, the amount received from the related third-party purchaser as payment for such Sold Receivable.

 

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Sale and Servicing Agreement Collateral” shall have the meaning set forth in Section 2.4.

Schedule of Receivables” means the schedule of all motor vehicle retail installment sale contracts and promissory notes originally held as part of the Trust which is attached as Schedule A (which Schedule may be in the form of microfiche or a disk).

Scheduled Receivables Payment” means, with respect to any Collection Period for any Receivable, the amount set forth in such Receivable as required to be paid by the Obligor in such Collection Period. If after the Closing Date, the Obligor’s obligation under a Receivable with respect to a Collection Period has been modified so as to differ from the amount specified in such Receivable as a result of (i) the order of a court in an insolvency proceeding involving the Obligor, (ii) pursuant to the Servicemembers Civil Relief Act or (iii) modifications or extensions of the Receivable permitted by Section 4.2(b), the Scheduled Receivables Payment with respect to such Collection Period shall refer to the Obligor’s payment obligation with respect to such Collection Period as so modified.

Seller” means AFS SenSub Corp., a Nevada corporation, and its successors in interest to the extent permitted hereunder.

Service Contract” means, with respect to a Financed Vehicle, the agreement, if any, financed under the related Receivable that provides for the repair of such Financed Vehicle.

Servicer” means AmeriCredit Financial Services, Inc., as the servicer of the Receivables, and each successor servicer pursuant to Section 9.3.

Servicer Termination Event” means an event specified in Section 9.1.

Servicer’s Certificate” means an Officers’ Certificate of the Servicer delivered pursuant to Section 4.9, substantially in the form of Exhibit A.

Servicing Fee” shall have the meaning set forth in Section 4.8.

Servicing Fee Rate” means 2.25% per annum.

Servicing Policies and Procedures” means the customary servicing policies and procedures of AmeriCredit relating to motor vehicle retail installment sales contracts made by AmeriCredit or an Originating Affiliate or acquired by AmeriCredit or an Originating Affiliate, as such policies and procedures may be updated from time to time.

Simple Interest Method” means the method of allocating a fixed level payment on an obligation between principal and interest, pursuant to which the portion of such payment that is allocated to interest is equal to the product of (i) the fixed rate of interest on such obligation times (ii) the period of time (expressed as a fraction of a year, based on the actual number of days in the calendar month and 365 days in the calendar year) elapsed since the preceding payment under the obligation was made.

 

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Sold Receivable” means a Receivable that was more than 60 days delinquent and was sold to an unaffiliated third party by the Issuer, at the Servicer’s direction, as of the close of business on the last day of a Collection Period and in accordance with the provisions of Section 4.3(c).

Specified Reserve Balance” means, with respect to any Distribution Date, an amount equal to 2.0% of the initial Pool Balance; provided, that the Specified Reserve Balance will in no event exceed the outstanding principal amount of the Notes on such Distribution Date after giving effect to distributions pursuant to clauses (i) through (xviii) of Section 5.7(a).

Standard & Poor’s” means S&P Global Ratings, or its successor.

Step-Down Amount” means, with respect to any Distribution Date, the excess, if any, of (x) the Required Pro Forma Note Balance over (y) the Pro Forma Note Balance on such Distribution Date, calculated for this purpose only without deduction for any Step-Down Amount (i.e., assuming that the entire amount described in clause (x) of the definition of “Principal Distributable Amount” is distributed as principal on the Notes); provided, however, that the Step-Down Amount in no event may exceed the amount that would reduce the positive difference, if any, of (i) the Pool Balance minus (ii) the Pro Forma Note Balance, to an amount less than 0.50% of the initial aggregate principal balance of the Receivables.

Supplemental Servicing Fee” means, with respect to any Collection Period, all administrative fees, expenses and charges paid by or on behalf of Obligors, including late fees, prepayment fees and liquidation fees collected on the Receivables during such Collection Period but excluding any fees or expenses related to extensions.

Total Available Funds” shall have the meaning set forth in Section 5.7(a).

Trust” means the Issuer.

Trust Account Property” means the Trust Accounts, all amounts and investments held from time to time in any Trust Account (whether in the form of deposit accounts, Physical Property, book-entry securities, uncertificated securities or otherwise), and all proceeds of the foregoing.

Trust Accounts” shall have the meaning set forth in Section 5.1.

Trust Agreement” means the Trust Agreement, dated as of January 5, 2017, between the Seller and the Owner Trustee, as amended and restated as of January 11, 2017 as the same may be amended and supplemented from time to time.

Trust Collateral Agent” means the Person acting as Trust Collateral Agent hereunder, its successors in interest and any successor Trust Collateral Agent hereunder.

Trust Property” means the property and proceeds conveyed pursuant to Section 2.1, together with certain monies paid after the Cutoff Date, the Collection Account (including all Eligible Investments therein and all proceeds therefrom), the Reserve Account (including all Eligible Investments therein and all proceeds therefrom), the Note Distribution Account (including all Eligible Investments therein and all proceeds therefrom) and certain other rights under this Agreement.

 

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Trustee” means the Person acting as Trustee under the Indenture, its successors in interest and any successor trustee under the Indenture.

UCC” means the Uniform Commercial Code as in effect in the relevant jurisdiction on the date of the Agreement.

Underwriting Agreement” means the Underwriting Agreement, dated as of February 13, 2017 among the Seller, the Servicer, BNP Paribas Securities Corp., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC as representatives of the underwriters named therein.

SECTION 1.2. Other Definitional Provisions.

(a) Capitalized terms used herein and not otherwise defined herein have meanings assigned to them in the Indenture, or, if not defined therein, in the Trust Agreement.

(b) All terms defined in this Agreement shall have the defined meanings when used in any instrument governed hereby and in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(c) As used in this Agreement, in any instrument governed hereby and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Agreement or in any such instrument, certificate or other document, and accounting terms partly defined in this Agreement or in any such instrument, certificate or other document to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles as in effect on the date of this Agreement or any such instrument, certificate or other document, as applicable. To the extent that the definitions of accounting terms in this Agreement or in any such instrument, certificate or other document are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained in this Agreement or in any such instrument, certificate or other document shall control.

(d) The words “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; Section, Schedule and Exhibit references contained in this Agreement are references to Sections, Schedules and Exhibits in or to this Agreement unless otherwise specified; and the term “including” shall mean “including without limitation.”

(e) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

(f) Any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; references to a Person are also to its permitted successors and assigns.

 

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ARTICLE II

Conveyance of Receivables

SECTION 2.1. Conveyance of Receivables. In consideration of the Issuer’s delivery to or upon the order of the Seller on the Closing Date of an amount equal to the book value of the Receivables sold by the Seller, as set forth on the books and records of the Seller, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations set forth herein) and the Issuer hereby purchases, all right, title and interest of the Seller in and to the property listed in clauses (a) – (i) below, whether now owned or existing or hereafter acquired or arising. The foregoing consideration will be paid by the Issuer using net proceeds from the sale of the Notes and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the balance will be deemed a capital contribution from the Seller to the Issuer.

(a) the Receivables and all moneys received thereon after the Cutoff Date;

(b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles;

(c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables;

(d) any proceeds received from a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement;

(e) all rights under any Service Contracts on the related Financed Vehicles;

(f) the related Receivable Files;

(g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement;

(h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and

(i) all proceeds and investments with respect to items (a) through (h).

 

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SECTION 2.2. [Reserved]

SECTION 2.3. Further Encumbrance of Trust Property.

(a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.1, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Trust Statute (as defined in the Trust Agreement).

(b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing the repayment of the Notes. The Certificate shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder shall be entitled to receive distributions with respect thereto as set forth herein.

(c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the Certificate, remain as covenants of the Issuer for the benefit of the Certificateholder, enforceable by the Certificateholder to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the Certificateholder.

(d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate outstanding and all sums due to the Trustee and Trust Collateral Agent pursuant to the Basic Documents have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the Seller.

SECTION 2.4. Intention of the Parties.

The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):

(a) the Receivables and all moneys received thereon after the Cutoff Date;

 

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(b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles;

(c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables;

(d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement;

(e) all rights under any Service Contracts on the related Financed Vehicles;

(f) the related Receivable Files;

(g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement;

(h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and

(i) all proceeds and investments with respect to items (a) through (h).

ARTICLE III

The Receivables

SECTION 3.1. Representations and Warranties of Seller.

(a) The Seller hereby represents and warrants that each of the representations and warranties regarding the Receivables that are set forth in Schedule B-1 is true and correct and that the Issuer is deemed to have relied on such representations and warranties in acquiring the Receivables. Such representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge thereof to the Trust Collateral Agent pursuant to the Indenture and shall not be waived.

(b) The Seller hereby represents and warrants that each of the representations and warranties regarding the pool of Receivables that are set forth in Schedule B-2 is true and correct and that the Issuer is deemed to have relied on such representations and warranties in acquiring the Receivables. Such representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge thereof to the Trust Collateral Agent pursuant to the Indenture and shall not be waived.

 

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(c) The Seller hereby represents and warrants that each of the following representations and warranties is true and correct and that the Issuer is deemed to have relied on such representations and warranties in acquiring the Receivables. Such representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge thereof to the Trust Collateral Agent pursuant to the Indenture and shall not be waived:

(i) to the best of the Seller’s knowledge, each Receivable (a) that was originated by AmeriCredit was sold by AmeriCredit to the Seller without any fraud or misrepresentation on the part of AmeriCredit and (b) that was originated by a Dealer was sold by the Dealer to AmeriCredit and by AmeriCredit to the Seller without any fraud or misrepresentation on the part of such Dealer or AmeriCredit, respectively;

(ii) no Receivable was originated in, or is subject to the laws of, any jurisdiction the laws of which would make unlawful, void or voidable the sale, transfer and assignment of such Receivable under this Agreement or pursuant to transfers of the Notes;

(iii) the Seller has not done anything to convey any right to any Person that would result in such Person having a right to payments due under the Receivables or otherwise to impair the rights of the Trust, the Trustee, the Trust Collateral Agent and the Noteholders in any Receivable or the proceeds thereof. Other than the security interest granted to the Trust pursuant to this Agreement and except any other security interests that have been fully released and discharged as of the Closing Date, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Trust hereunder or that has been terminated. The Seller is not aware of any judgment, ERISA or tax lien filings against it; and

(iv) no funds have been advanced by the Seller or anyone acting on behalf of AmeriCredit in order to cause any Receivable to qualify under the representation and warranty set forth as clause 19(E) of Schedule B-1.

SECTION 3.2. Repurchase upon Breach.

(a) The Seller, the Servicer, the Trust Collateral Agent, the Trustee, the Trust or the Owner Trustee, as the case may be, shall inform, and any Noteholder may inform, the other parties to this Agreement (or, in the case of notice provided by the Trustee or a Noteholder, all parties of this Agreement) promptly, by notice in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1(a) that materially and adversely affects the interests of the Noteholders in any Receivable. If Noteholders representing five percent or more of the Outstanding Amount of the most senior class of Notes then outstanding inform the Trust Collateral Agent, by notice in writing, of any breach of the Seller’s representations and warranties made pursuant to Section 3.1(a), the Trust Collateral Agent shall inform the other parties to this Agreement in the manner specified in the preceding sentence on

 

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behalf of such Noteholders. Any such notice delivered by the Servicer, the Trust Collateral Agent, the Trust, the Trustee, any Noteholder or the Owner Trustee, as the case may be, shall constitute a request by such party that the Seller repurchase the affected Receivable. As of the last day of the second (or, if the Seller so elects, the first) month following the discovery by the Seller or receipt by the Seller of notice of such breach, unless such breach is cured by such date, the Seller shall have an obligation to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such date. The “second month” shall mean the month following the month in which discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration of and simultaneously with the repurchase of the Receivable, the Seller shall remit, or cause AmeriCredit to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.6(a) and the Issuer shall execute such assignments and other documents reasonably requested by such person in order to effect such repurchase. The sole remedy of the Issuer, the Owner Trustee, the Trust Collateral Agent, the Trustee or the Noteholders with respect to a breach of representations and warranties pursuant to Section 3.1(a) and the agreement contained in this Section shall be the repurchase of Receivables pursuant to this Section, subject to the conditions contained herein or to enforce the obligation of AmeriCredit to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. Neither the Owner Trustee, the Trust Collateral Agent nor the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section.

In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Seller, the Seller shall indemnify the Trust, the Trustee, the Trust Collateral Agent and the officers, directors, agents and employees thereof, and the Noteholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach.

(b) Pursuant to Section 2.1 of this Agreement, the Seller conveyed to the Trust all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement including the Seller’s rights under the Purchase Agreement and the delivery requirements, representations and warranties and the cure or repurchase obligations of AmeriCredit thereunder. The Seller hereby represents and warrants to the Trust that such assignment is valid, enforceable and effective to permit the Trust to enforce such obligations of AmeriCredit under the Purchase Agreement. Any purchase by AmeriCredit pursuant to the Purchase Agreement shall be deemed a purchase by the Seller pursuant to this Section 3.2 and the definition of Purchased Receivable.

SECTION 3.3. Custody of Receivable Files.

(a) In connection with the sale, transfer and assignment of the Receivables and the Other Conveyed Property to the Trust pursuant to this Agreement and simultaneously with the execution and delivery of this Agreement, the Trust Collateral Agent hereby revocably appoints the Custodian, and the Custodian hereby accepts such appointment, to act as the agent of the Trust Collateral Agent as custodian of the following documents or instruments in its possession or control (the “Receivable Files”) which shall be delivered to the Custodian as agent of the Trust Collateral Agent on or before the Closing Date (with respect to each Receivable):

(i) The fully executed original (or with respect to “electronic chattel paper”, the authoritative copy) of the Contract; and

 

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(ii) The Lien Certificate (when received), and otherwise such documents, if any, that AmeriCredit keeps on file in accordance with its customary procedures indicating that the Financed Vehicle is owned by the Obligor and subject to the interest of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered “doing business as” (“DBA”) name in the applicable jurisdiction) as first lienholder or secured party (including any Lien Certificate received by AmeriCredit), or, if such Lien Certificate has not yet been received, a copy of the application therefor, showing AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as secured party.

The Receivable Files are constructively delivered to the Trust Collateral Agent, as pledgee of the Issuer pursuant to the Indenture, and the Custodian hereby, as of the Closing Date, acknowledges receipt of the Receivable File for each Receivable listed in Schedule A hereto. No initial review or any periodic review of the Receivable Files by the Issuer, the Owner Trustee, the Trustee or the Trust Collateral Agent is required.

(b) If the Trust Collateral Agent, or its agent, as the case may be, is acting as the Custodian pursuant to Section 3.12, the Trust Collateral Agent, or its agent, as the case may be, shall be deemed to have assumed the obligations of the Custodian (except for any liabilities incurred by the predecessor Custodian) specified in this Agreement until such time as a successor Custodian has been appointed. Upon payment in full of any Receivable, the Servicer will notify the Custodian pursuant to a certificate of an officer of the Servicer (which certificate shall include a statement to the effect that all amounts received in connection with such payments which are required to be deposited in the Collection Account pursuant to Section 4.1 have been so deposited) and shall request delivery of the Receivable and Receivable File to the Servicer; provided, that no such certificate will be required to be delivered for so long as AmeriCredit is the Servicer. Upon the sale of any Receivable pursuant to Section 4.3(c), the Servicer (if AmeriCredit is not the Servicer) will notify the Custodian pursuant to a certificate of an officer of the Servicer (which certificate shall include a statement to the effect that all amounts received in connection with such sale which are required to be deposited in the Collection Account pursuant to Section 4.3(c) have been so deposited) and shall request delivery of the Receivable and Receivable File to the purchaser of such Receivable. From time to time as appropriate for servicing and enforcing any Receivable, the Custodian shall, upon written request of an officer of the Servicer and delivery to the Custodian of a receipt signed by such officer, cause the original Receivable and the related Receivable File to be released to the Servicer; provided, that no such written request shall be required for so long as AmeriCredit is the Servicer. The Servicer’s receipt of a Receivable and/or Receivable File shall obligate the Servicer to return the original Receivable and the related Receivable File to the Custodian when its need by the Servicer has ceased unless the Receivable is repurchased as described in Section 3.2, 4.2, 4.4(c) or 4.7.

 

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SECTION 3.4. Maintenance and Safekeeping of the Receivable Files. The Custodian will accurately maintain and keep current the Receivable Files, including any computer systems on which the Receivable Files are electronically stored, all in a manner that will permit the Servicer and the Issuer to comply with this Agreement and the Trust Collateral Agent to comply with the Indenture. The Custodian will act with reasonable care, using that degree of skill and attention that a commercial bank acting in the capacity of a custodian would exercise with respect to files relating to comparable automotive or other receivables that it services or holds for itself or others. The Custodian shall promptly report to the Trust Collateral Agent in writing any failure on its part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure.

SECTION 3.5. Location of Receivable Files. The Custodian will maintain the Receivable Files in the United States in such a manner as to permit retrieval thereof and access thereto in the manner contemplated by this Agreement. The Custodian’s records will at all times indicate that it is holding the Receivable Files on behalf of the Trust, separate from any other instruments and files that it holds.

SECTION 3.6. Access to Records. The Custodian shall, subject only to the Custodian’s security requirements applicable to its own employees having access to similar records held by the Custodian, which requirements shall be consistent with the practices of a commercial bank acting in the capacity of custodian with respect to similar files or records, and at such times as may be reasonably imposed by the Custodian, permit only the Noteholders and the Trust Collateral Agent or their duly authorized representatives, attorneys or auditors to inspect, at the Servicer’s expense, the Receivable Files and the related accounts, records, and computer systems maintained by the Custodian pursuant hereto at such times as the Noteholders or the Trust Collateral Agent may reasonably request.

SECTION 3.7. Advice of Counsel. The Custodian shall be entitled to rely and act upon advice of counsel with respect to its performance hereunder as custodian and shall be without liability for any action reasonably taken pursuant to such advice, provided that such action is not in violation of applicable Federal or state law.

SECTION 3.8. Administration; Reports. The Custodian shall, in general, attend to all non-discretionary details in connection with maintaining custody of the Receivable Files on behalf of the Trust Collateral Agent. In addition, the Custodian shall assist the Trust Collateral Agent generally in the preparation of any routine reports to Noteholders or to regulatory bodies, to the extent necessitated by the Custodian’s custody of the Receivable Files.

SECTION 3.9. Instructions; Authority to Act. The Custodian shall be deemed to have received proper instructions with respect to the Receivable Files upon its receipt of written instructions signed by a Responsible Officer of the Trust Collateral Agent. Such instructions may be general or specific in terms. A copy of any such instructions shall be furnished by the Trust Collateral Agent to the Trustee (if they are separate entities) and the Issuer.

SECTION 3.10. Custodian Fee. For its services under this Agreement, the Custodian shall be entitled to reasonable compensation to be paid by the Servicer.

 

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SECTION 3.11. Indemnification by the Custodian. The Custodian agrees to indemnify the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee for any and all liabilities, obligations, losses, damage, payments, costs or expenses of any kind whatsoever (including the fees and expenses of counsel) that may be imposed on, incurred or asserted against the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee and their respective officers, directors, employees, agents, attorneys and successors and assigns as the result of any act or omission in any way relating to the maintenance and custody by the Custodian of the Receivable Files; provided, however, that the Custodian shall not be liable for any portion of any such liabilities, obligations, losses, damages, payments or costs or expenses due to the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s or the officers’, directors’, employees’ and agents’ thereof own willful misfeasance, bad faith or gross negligence. In no event shall the Custodian be liable to any third party for acts or omissions of the Custodian.

SECTION 3.12. Effective Period and Termination of Custodian. AmeriCredit’s appointment as custodian is effective as of the Cutoff Date and will continue until terminated pursuant to this Section 3.12. So long as AmeriCredit is serving as Custodian, any termination of AmeriCredit as Servicer hereunder shall terminate AmeriCredit as Custodian. As soon as practicable after termination of its appointment as custodian, the Custodian shall deliver, at the Custodian’s expense, the Receivable Files to the Trust Collateral Agent on behalf of the Noteholders at such place or places as the Trust Collateral Agent may designate, and the Trust Collateral Agent, or its agent, as the case may be, shall act as custodian for such Receivable Files on behalf of the Noteholders until such time as a successor custodian has been appointed. If, within seventy-two (72) hours after the termination of this Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Trust Collateral Agent may enter the premises of the Custodian and remove the Receivable Files from such premises.

SECTION 3.13. Dispute Resolution.

(a) If the Servicer, the Trust, the Owner Trustee, the Trustee, the Trust Collateral Agent, a Noteholder or the Trust Collateral Agent on behalf of certain Noteholders in accordance with the following sentence (the “Requesting Party”) requests that the Seller and/or AmeriCredit repurchase a Receivable due to an alleged breach of a representation and warranty in Section 5.1 of the Purchase Agreement or in Section 3.2(a) (each, a “Repurchase Request”), and the Repurchase Request has not been resolved within 180 days of the receipt of notice of the Repurchase Request by the Seller or AmeriCredit, as the case may be (which resolution may take the form of a repurchase of the related Receivable by the Seller or AmeriCredit, as applicable, a withdrawal of the related Repurchase Request by the related Requesting Party or a cure of the condition that led to the related breach in the manner set forth herein or in the Purchase Agreement, as applicable), the Requesting Party may refer the matter, in its sole discretion, to either mediation (including non-binding arbitration) or binding third-party arbitration. Noteholders representing five percent or more of the Outstanding Amount of the most senior Class of Notes then outstanding may direct the Trust Collateral Agent, by notice in writing, in relation to any matter described in the preceding sentence, to initiate either mediation (including non-binding arbitration) or binding third-party arbitration, as directed by such Noteholders, on behalf of such Noteholders. The Requesting Party must start the mediation or arbitration proceeding according to the ADR Rules of the ADR Organization within 90 days following the

 

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date on which the Form 10-D is filed that relates to the Collection Period during which the related 180-day period ended. The Seller and the Servicer agree to participate in the dispute resolution method selected by the Requesting Party.

(b) If the Requesting Party selects mediation for dispute resolution:

(i) The mediation will be administered by the ADR Organization using its ADR Rules. However, if any ADR Rules are inconsistent with the procedures for mediation stated in this Section 3.13(b), the procedures in this Section 3.13(b) will control.

(ii) A single mediator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules. The mediator must be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters.

(iii) The mediation will start within 15 Business Days after the selection of the mediator and conclude within 30 days after the start of the mediation.

(iv) Expenses of the mediation will be allocated to the parties as mutually agreed by them as part of the mediation.

(v) If the parties fail to agree at the completion of the mediation, the Requesting Party may refer the Repurchase Request to arbitration under this Section 3.13.

(c) If the Requesting Party selects arbitration for dispute resolution:

(i) The arbitration will be administered by the ADR Organization using its ADR Rules. However, if any ADR Rules are inconsistent with the procedures for arbitration stated in this Section 3.13(c), the procedures in this Section 3.13(c) will control.

(ii) A single arbitrator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules. The arbitrator must be an attorney admitted to practice in the State of New York and have at least 15 years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters. The arbitrator will be independent and impartial and will comply with the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the arbitration. Before accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the proceedings within the stated time schedule. The arbitrator may be removed by the ADR Organization for cause consisting of actual bias, conflict of interest or other serious potential for conflict.

(iii) The arbitrator will have the authority to schedule, hear and determine any motions, according to New York law, and will do so at the motion of any party.

 

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Discovery will be completed with 30 days of selection of the arbitrator and will be limited for each party to two witness depositions not to exceed five hours, two interrogatories, one document request and one request for admissions. However, the arbitrator may grant additional discovery on a showing of good cause that the additional discovery is reasonable and necessary. Briefs will be limited to no more than ten pages each, and will be limited to initial statements of the case, motions and a pre-hearing brief. The evidentiary hearing on the merits will start no later than 60 days after selection of the arbitrator and will proceed for no more than six consecutive Business Days with equal time allocated to each party for the presentation of evidence and cross examination. The arbitrator may allow additional time for discovery and hearings on a showing of good cause or due to unavoidable delays.

(iv) The arbitrator will make its final determination no later than 90 days after its selection. The arbitrator will resolve the dispute according to the terms of this Agreement and the other Basic Documents, and may not modify or change this Agreement or the other Basic Documents in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by them. In its final determination, the arbitrator will determine and award the expenses of the arbitration (including filing fees, the fees of the arbitrator, expense of any record or transcript of the arbitration and administrative fees) to the parties in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. The determination will be final and non-appealable, except for actions to confirm or vacate the determination permitted under federal or State law, and may be entered and enforced in any court of competent jurisdiction.

(v) By selecting arbitration, the Requesting Party is giving up the right to sue in court, including the right to a trial by jury.

(vi) The Requesting Party may not bring a putative or certificated class action to arbitration. If this waiver of class action rights is found to be unenforceable for any reason, the Requesting Party agrees that it will bring its claims in a court of competent jurisdiction.

(d) For each mediation or arbitration:

(i) Any mediation or arbitration will be held in New York, New York at the offices of the mediator or arbitrator or at another location selected by the Seller or AmeriCredit. Any party or witness may participate by teleconference or video conference.

(ii) The Seller, AmeriCredit and the Requesting Party will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, if such relief is available by law.

(iii) Neither the Seller nor AmeriCredit will be required to produce personally identifiable customer information for purposes of any mediation or arbitration. The

 

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existence and details of any unresolved Repurchase Request, any informal meetings, mediations or arbitration proceedings, the nature and amount of any relief sought or granted, any offers or statements made and any discovery taken in the proceeding will be confidential, privileged and inadmissible for any purpose in any other mediation, arbitration, litigation or other proceeding. The parties will keep this information confidential and will not disclose or discuss it with any third party (other than a party’s attorneys, experts, accountants and other advisors, as reasonably required in connection with the mediation or arbitration proceeding under this Section 3.13), except as required by law, regulatory requirement or court order. If a party to a mediation or arbitration proceeding receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for confidential information of the other party to the mediation or arbitration proceeding, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its confidential information.

ARTICLE IV

Administration and Servicing of Receivables

SECTION 4.1. Duties of the Servicer

The Servicer is hereby authorized to act as agent for the Trust and in such capacity shall manage, service, administer and make collections on the Receivables, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sale contracts and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle receivables that it services for itself or others. In performing such duties, so long as AmeriCredit is the Servicer, it shall substantially comply with the Servicing Policies and Procedures. The Servicer’s duties shall include, without limitation, collecting and posting all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, sending payment invoices to Obligors, reporting any required tax information to Obligors, monitoring the collateral, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee with respect to distributions, monitoring the status of Insurance Policies with respect to the Financed Vehicles and performing the other duties specified herein.

The Servicer, or if AmeriCredit is no longer the Servicer, AmeriCredit, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall follow its customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the

 

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foregoing, the Servicer is hereby authorized and empowered by the Trust to execute and deliver, on behalf of the Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practices.

The Servicer is hereby authorized to commence, in its own name or in the name of the Trust, a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Trust to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Owner Trustee shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement.

As set forth in Section 9.3, in the event the Servicer fails to perform its obligations hereunder, the successor Servicer shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer shall not be liable for the Servicer’s breach of its obligations.

SECTION 4.2. Collection of Receivable Payments; Modifications of Receivables.

(a) Consistent with the standards, policies and procedures required by this Agreement, the Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due, and shall follow such collection procedures as it follows with respect to all comparable automobile receivables that it services for itself or others and otherwise act with respect to the Receivables, the Dealer Agreements, the Dealer Assignments, the Insurance Policies and the Other Conveyed Property in such manner as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Trust with respect thereto, including directing the Issuer to sell the Receivables pursuant to Section 4.3(c). The Servicer is authorized in its discretion to waive any prepayment charge, late payment charge or any other similar fees that may be collected in the ordinary course of servicing any Receivable.

(b) The Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Servicing Policies and Procedures; provided, however, that if the Servicer (i) extends a Receivable beyond the Collection Period immediately preceding the latest Final Scheduled Distribution Date, or (ii)

 

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reduces the Amount Financed or APR with respect to any Receivable, it will repurchase such Receivable in the manner provided in Section 3.2 if such change in the Receivable would materially and adversely affect the interests of the Noteholders, unless the Servicer is required to take such action by law (including, without limitation, by the Servicemembers Civil Relief Act) or court order.

(c) Subject to the proviso of the first sentence in Section 4.2(b), the Servicer or its Affiliates may engage in any marketing practice or promotion of any sale of any products, goods or services to Obligors with respect to the Receivables so long as such practices, promotions or sales are offered to obligors of comparable motor vehicle receivables serviced by the Servicer for itself and others, whether or not such practices, promotions or sales might result in a decrease in the aggregate amount of payments on the Receivables, prepayments or faster or slower timing of the payment of the Receivables.

(d) The Servicer shall remit all payments by or on behalf of the Obligors received directly by the Servicer to the Collection Account as soon as practicable, but in no event later than the second (2nd) Business Day after receipt thereof; provided, however, that if the Monthly Remittance Condition is satisfied, then the Servicer shall not be required to deposit into the Collection Account all payments by or on behalf of the Obligors received directly by the Servicer until noon, New York City time, on the Business Day prior to the Distribution Date immediately following receipt thereof. (For purposes of the preceding sentence, “receipt” of a payment shall mean the initial deposit thereof in the Servicer’s bank account.)

(e) [Reserved].

(f) AmeriCredit shall not cause or permit the substitution of the Financed Vehicle relating to a Receivable unless: (i) the substitution is a replacement of the Financed Vehicle originally financed under the related Receivable; (ii) the Financed Vehicle originally financed under the related Receivable was either (x) insured under an Insurance Policy as required under Section 4.4(a) at the time of a casualty loss that is treated as a total loss under such Insurance Policy, (y) deemed to be a “lemon” pursuant to applicable state law and repurchased by the related Dealer or (z) the subject of an order by a court of competent jurisdiction directing AmeriCredit to substitute another vehicle under the related Receivable; (iii) the related Receivable is not more than 30 days delinquent; (iv) the Obligor is deemed to be in “good standing” by the Servicer and is not in breach of any requirement under the related Receivable; (v) the replacement Financed Vehicle has a book value (N.A.D.A.) at least equal to the book value (N.A.D.A.) of the Financed Vehicle that is being replaced, measured immediately before the casualty loss or replacement by the Dealer and (vi) as of the date of such substitution, the replacement Financed Vehicle’s mileage is no greater than the mileage on the Financed Vehicle that is being replaced; provided, however, that if the substitution is made pursuant to clause (ii)(z), above, clauses (iii) through (vi) inclusive, shall not be applicable. AmeriCredit shall not cause or permit the substitution of Financed Vehicles relating to Receivables having an original aggregate Principal Balance greater than two percent (2%) of the Original Pool Balance, (the “Substitution Limit”). In the event that the Substitution Limit is exceeded for any reason, (i) AmeriCredit shall, on or before the next following Accounting Date, repurchase a sufficient number of such Receivables to cause the aggregate original Principal Balances of such Receivables to be less than the Substitution Limit or (ii) if AmeriCredit is not the Servicer and

 

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the Servicer has caused substitutions to be made hereunder pursuant to the circumstances described in clause (ii)(x), above, the Servicer shall, on or before the next following Accounting Date, repurchase a sufficient number of such Receivables to cause the aggregate original Principal Balances of such Receivables to be less than the Substitution Limit.

SECTION 4.3. Realization upon Receivables.

(a) In addition to the Servicer’s ability to direct the Issuer to sell Receivables pursuant to Section 4.3(c), and consistent with the standards, policies and procedures required by this Agreement, the Servicer shall use its best efforts to repossess (or otherwise comparably convert the ownership of) and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer has determined that payments thereunder are not likely to be resumed, as soon as is practicable; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance or if it instead elects to direct the Issuer to sell the Receivables pursuant to Section 4.3(c). The Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.1, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an Insurance Policy and other actions by the Servicer in order to realize upon such a Receivable. The foregoing is subject to the provision that, in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it expects in its sole discretion, that such repair and/or repossession shall increase the proceeds of liquidation of the related Receivable by an amount greater than the amount of such expenses. All amounts received upon liquidation of a Financed Vehicle shall be remitted directly by the Servicer to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof (or, if the Monthly Remittance Condition is satisfied, by no later than noon, New York City time, on the Business Day prior to the Distribution Date immediately following receipt thereof). The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of such Financed Vehicle, any deficiency obtained from the Obligor or any amounts received from the related Dealer, which amounts in reimbursement may be retained by the Servicer (and shall not be required to be deposited as provided in Section 4.2(e)) to the extent of such expenses. The Servicer shall pay on behalf of the Trust any personal property taxes assessed on repossessed Financed Vehicles. The Servicer shall be entitled to reimbursement of any such tax from Net Liquidation Proceeds with respect to such Receivable.

(b) If the Servicer, or if AmeriCredit is no longer the Servicer, AmeriCredit at the request of the Servicer, elects to commence a legal proceeding to enforce a Dealer Agreement or Dealer Assignment, the act of commencement shall be deemed to be an automatic assignment from the Trust to the Servicer, or to AmeriCredit at the request of the Servicer, of the rights under such Dealer Agreement or Dealer Assignment for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer or AmeriCredit, as appropriate, may not enforce a Dealer Agreement or Dealer Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement or Dealer

 

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Assignment, the Owner Trustee and/or the Trust Collateral Agent, at AmeriCredit’s expense, or the Seller, at the Seller’s expense, shall take such steps as the Servicer deems reasonably necessary to enforce the Dealer Agreement or Dealer Assignment, including bringing suit in its name or the name of the Seller or of the Trust and the Owner Trustee and/or the Trust Collateral Agent for the benefit of the Noteholders. All amounts recovered shall be remitted directly by the Servicer as provided in Section 4.2(e).

(c) Consistent with the standards, policies and procedures required by this Agreement, the Servicer may use its best efforts to locate a third-party purchaser that is not affiliated with the Servicer, the Seller or the Issuer to purchase from the Issuer any Receivable that has become more than 60 days delinquent, and shall have the right to direct the Issuer to sell any such Receivable to the third-party purchaser; provided, that no more than 20% of the number of Receivables in the pool as of the Cutoff Date may be sold by the Issuer pursuant to this Section 4.3(c) in the aggregate; provided further, that the Servicer may elect to not direct the Issuer to sell a Receivable that has become more than 60 days delinquent if in its good faith judgment the Servicer determines that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance. In selecting Receivables to be sold to a third-party purchaser pursuant to this Section 4.3(c), the Servicer shall use commercially reasonable efforts to locate purchasers for the most delinquent Receivables first. In any event, the Servicer shall not use any procedure in selecting Receivables to be sold to third-party purchasers which is materially adverse to the interest of the Noteholders. The Issuer shall sell each Sold Receivable for the greatest market price possible; provided, however, that aggregate Sale Amounts received by the Issuer for all Receivables sold to a single third-party purchaser on a single date must be at least equal to the sum of the Minimum Sale Prices for all such Receivables. The Servicer shall remit or cause the third-party purchaser to remit all sale proceeds from the sale of Receivables to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof.

SECTION 4.4. Insurance.

(a) The Servicer shall require, in accordance with the Servicing Policies and Procedures, that each Financed Vehicle be insured by the related Obligor under the Insurance Policies referred to in Paragraph 18 of the Schedule B-1 hereto and shall monitor the status of such physical loss and damage insurance coverage thereafter, in accordance with the Servicing Policies and Procedures. Each Receivable requires the Obligor to maintain such physical loss and damage insurance, naming AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) and its successors and assigns as additional insureds, and permits the holder of such Receivable to obtain physical loss and damage insurance at the expense of the Obligor if the Obligor fails to maintain such insurance. If the Servicer shall determine that an Obligor has failed to obtain or maintain a physical loss and damage Insurance Policy covering the related Financed Vehicle which satisfies the conditions set forth in such Paragraph 18 (including, without limitation, during the repossession of such Financed Vehicle) the Servicer may enforce the rights of the holder of the Receivable under the Receivable to require the Obligor to obtain such physical loss and damage insurance in accordance with the Servicing Policies and Procedures. The Servicer may maintain a vendor’s single interest or other collateral protection insurance policy with respect to all Financed Vehicles (“Collateral Insurance”) which policy shall by its terms insure

 

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against physical loss and damage in the event any Obligor fails to maintain physical loss and damage insurance with respect to the related Financed Vehicle. The Servicer shall cause itself or an Originating Affiliate, and may cause the Trust Collateral Agent (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), to be named as named insured under all policies of Collateral Insurance. Costs incurred by the Servicer in maintaining such Collateral Insurance shall be paid by the Servicer.

(b) The Servicer may, if an Obligor fails to obtain or maintain a physical loss and damage Insurance Policy, obtain insurance with respect to the related Financed Vehicle and advance on behalf of such Obligor, as required under the terms of the insurance policy, the premiums for such insurance (such insurance being referred to herein as “Force-Placed Insurance”). All policies of Force-Placed Insurance shall be endorsed with clauses providing for loss payable to the Servicer. Any cost incurred by the Servicer in maintaining such Force-Placed Insurance shall only be recoverable out of premiums paid by the Obligors or Net Liquidation Proceeds with respect to the Receivable, as provided in Section 4.4(c).

(c) In connection with any Force-Placed Insurance obtained hereunder, the Servicer may, in the manner and to the extent permitted by applicable law, require the Obligors to repay the entire premium to the Servicer. In no event shall the Servicer include the amount of the premium in the Amount Financed under the Receivable. For all purposes of this Agreement, the Insurance Add-On Amount with respect to any Receivable having Force-Placed Insurance will be treated as a separate obligation of the Obligor and will not be added to the Principal Balance of such Receivable, and amounts allocable thereto will not be available for distribution on the Notes and the Certificate. The Servicer shall retain and separately administer the right to receive payments from Obligors with respect to Insurance Add-On Amounts or rebates of Forced-Placed Insurance premiums. If an Obligor makes a payment with respect to a Receivable having Force-Placed Insurance, but the Servicer is unable to determine whether the payment is allocable to the Receivable or to the Insurance Add-On Amount, the payment shall be applied first to any unpaid Scheduled Receivables Payments and then to the Insurance Add-On Amount. Net Liquidation Proceeds on any Receivable will be used first to pay the Principal Balance and accrued interest on such Receivable and then to pay the related Insurance Add-On Amount. If an Obligor under a Receivable with respect to which the Servicer has placed Force-Placed Insurance fails to make scheduled payments of such Insurance Add-On Amount as due, and the Servicer has determined that eventual payment of the Insurance Add-On Amount is unlikely, the Servicer may, but shall not be required to, purchase such Receivable from the Trust for the Purchase Amount on any subsequent Determination Date. Any such Receivable, and any Receivable with respect to which the Servicer has placed Force-Placed Insurance which has been paid in full (excluding any Insurance Add-On Amounts) will be assigned to the Servicer.

(d) The Servicer may sue to enforce or collect upon the Insurance Policies, in its own name, if possible, or as agent of the Trust. If the Servicer elects to commence a legal proceeding to enforce an Insurance Policy, the act of commencement shall be deemed to be an automatic assignment of the rights of the Trust under such Insurance Policy to the Servicer for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer may not enforce an Insurance Policy on the grounds that it is not a real party in interest or a holder entitled to enforce the Insurance Policy, the Issuer and/or the Trust Collateral Agent, at the Servicer’s expense, or the Seller, at the Seller’s expense, shall take such steps as the

 

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Servicer deems necessary to enforce such Insurance Policy, including bringing suit in its name or the name of the Trust and the Owner Trustee and/or the Trust Collateral Agent for the benefit of the Noteholders.

SECTION 4.5. Maintenance of Security Interests in Vehicles.

(a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate is in its capacity as Servicer as agent of the Trust.

(b) Upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion of Counsel to the Majority Noteholders, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion of Counsel to the Majority Noteholders, be necessary or prudent.

AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointment.

SECTION 4.6. Covenants, Representations, and Warranties of Servicer. By its execution and delivery of this Agreement, the Servicer makes the following representations, warranties and covenants on which the Trust Collateral Agent relies in accepting the Receivables and on which the Trustee relies in authenticating the Notes.

(a) The Servicer covenants as follows:

(i) Liens in Force. The Financed Vehicle securing each Receivable shall not be released in whole or in part from the security interest granted by the Receivable, except upon payment in full of the Receivable or as otherwise contemplated herein;

 

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(ii) No Impairment. The Servicer shall do nothing to impair the rights of the Trust or the Noteholders in the Receivables, the Dealer Agreements, the Dealer Assignments, the Insurance Policies or the Other Conveyed Property except as otherwise expressly provided herein;

(iii) No Amendments. The Servicer shall not extend or otherwise amend the terms of any Receivable, except in accordance with Section 4.2; and

(iv) Restrictions on Liens. The Servicer shall not (A) create, incur or suffer to exist, or agree to create, incur or suffer to exist, or consent to cause or permit in the future (upon the happening of a contingency or otherwise) the creation, incurrence or existence of any Lien or restriction on transferability of the Receivables except for the Lien in favor of the Trust Collateral Agent for the benefit of the Noteholders and the restrictions on transferability imposed by this Agreement or (B) sign or file under the Uniform Commercial Code of any jurisdiction any financing statement which names AmeriCredit or the Servicer as a debtor, or sign any security agreement authorizing any secured party thereunder to file such financing statement, with respect to the Receivables, except in each case any such instrument solely securing the rights and preserving the Lien of the Trust Collateral Agent, for the benefit of the Noteholders.

SECTION 4.7. Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable), the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at AmeriCredit’s election, the first Accounting Date so following) or the related Financed Vehicle, AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against AmeriCredit for such breach available to the Noteholders, the Issuer, the Owner Trustee or the Trust Collateral Agent; provided, however, that AmeriCredit shall indemnify the Trust, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by

 

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any of them as a result of third-party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, AmeriCredit will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than 1.0% of the Aggregate Principal Balance as of the 180th day after the Closing Date, in which case AmeriCredit shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than 1.0% of the Aggregate Principal Balance as of such date or (ii) such Lien Certificates shall not have been received as of the 240th day after the Closing Date. This Section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent.

SECTION 4.8. Total Servicing Fee; Payment of Certain Expenses by Servicer. On each Distribution Date, the Servicer shall be entitled to receive out of the Collection Account the Base Servicing Fee and any Supplemental Servicing Fee for the related Collection Period (together, the “Servicing Fee”) pursuant to Section 5.7. The Servicer shall be required to pay all expenses incurred by it in connection with its activities under this Agreement (including taxes imposed on the Servicer, expenses incurred in connection with distributions and reports made by the Servicer to the Noteholders and all other fees and expenses of the Owner Trustee, the Trust Collateral Agent or the Trustee; provided, however, the Servicer shall not be required to pay taxes levied or assessed against the Trust or claims against the Trust in respect of indemnification unless such taxes and claims are expressly stated to be for the account of AmeriCredit). The Servicer shall be liable for the fees and expenses of the Owner Trustee, the Trust Collateral Agent, the Trustee, the Custodian and the Independent Accountants. Notwithstanding the foregoing, if the Servicer shall not be AmeriCredit, a successor to AmeriCredit as Servicer permitted by Section 9.3 shall not be liable for taxes levied or assessed against the Trust or claims against the Trust in respect of indemnification, or the fees and expenses referred to above.

SECTION 4.9. Servicer’s Certificate and Asset-Level Information.

(a) Servicer’s Certificate. No later than noon Eastern time on each Determination Date, the Servicer shall deliver (electronic delivery being acceptable) to the Trustee, the Owner Trustee and the Trust Collateral Agent the monthly Servicer’s Certificate. The Servicer will also deliver the Servicer’s Certificate to each Rating Agency on the same date the Servicer’s Certificate is publicly available (provided that if the Servicer’s Certificate is not made publicly available, the Servicer will deliver it to each Rating Agency no later than the 25th of each month (or if not a Business Day, the next succeeding Business Day)). Each Servicer’s Certificate will be executed by a Responsible Officer of the Servicer and contain among other things: (i) all information necessary to enable the Trust Collateral Agent to make the distributions required by Sections 5.7(a) and 5.7(b), (ii) a listing of all Purchased Receivables and Sold Receivables purchased by the Servicer or sold by the Issuer as of the related Accounting Date, identifying the Receivables so purchased by the Servicer or sold by the Issuer, (iii) all information necessary to enable the Trust Collateral Agent to make such statements available to Noteholders as required by Section 5.9 and (iv) solely in the case of the first monthly Servicer’s Certificate, the disclosure required by

 

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Rule 4(c)(1)(ii) of Regulation RR. Receivables purchased by the Servicer or by the Seller on the related Accounting Date and each Receivable which became a Liquidated Receivable or which was paid in full during the related Collection Period shall be identified by account number (as set forth in the Schedule of Receivables).

(b) Asset-Level Information. On or before the 15th day following each Payment Date, the Servicer will prepare a Form ABS-EE, including an asset data file and asset-related document containing the asset-level information for each Receivable for the prior Collection Period as required by Item 1A of Form 10-D.

SECTION 4.10. Annual Statement as to Compliance, Notice of Servicer Termination Event.

(a) To the extent required by Section 1123 of Regulation AB, the Servicer, shall deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent and each Rating Agency, on or before March 31 (or 90 days after the end of the Issuer’s fiscal year, if other than December 31) of each year (regardless of whether the Seller has ceased filing reports under the Exchange Act), beginning on March 31, 2018, an officer’s certificate signed by any Responsible Officer of the Servicer, dated as of December 31 of the previous calendar year, stating that (i) a review of the activities of the Servicer during the preceding calendar year (or such other period as shall have elapsed from the Closing Date to the date of the first such certificate) and of its performance under this Agreement has been made under such officer’s supervision, and (ii) to such officer’s knowledge, based on such review, the Servicer has fulfilled in all material respects all its obligations under this Agreement throughout such period, or, if there has been a failure to fulfill any such obligation in any material respect, identifying each such failure known to such officer and the nature and status of such failure.

(b) The Seller or the Servicer shall deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Servicer or the Seller (as applicable) and each Rating Agency promptly after having obtained knowledge thereof, but in no event later than two (2) Business Days thereafter, written notice in an officer’s certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Termination Event under any clause of Section 9.1.

(c) The Servicer will deliver to the Issuer, on or before March 31 of each year, beginning on March 31, 2018, a report regarding the Servicer’s assessment of compliance with certain minimum servicing criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

(d) To the extent required by Regulation AB, the Servicer will cause any affiliated servicer or any other party deemed to be participating in the servicing function pursuant to Item 1122 of Regulation AB to provide to the Issuer, on or before March 31 of each year, beginning on March 31, 2018, a report regarding such party’s assessment of compliance with certain minimum servicing criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

 

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(e) The Bank of New York Mellon acknowledges, in its capacity as Trust Collateral Agent under this Agreement and in its capacity as Trustee under the Basic Documents, that to the extent it is deemed to be participating in the servicing function pursuant to Item 1122 of Regulation AB, it will take any such action as outlined in the Item 1122 Letter Agreement to ensure compliance with the requirements of Section 4.10(d) and Section 4.11(b) hereof and with Item 1122 of Regulation AB. Such required documentation will be delivered to the Servicer by March 15 of each calendar year.

SECTION 4.11. Annual Independent Public Accountants’ Reports.

(a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”), who may also render other services to the Servicer or its Affiliates, to deliver to the Trustee, the Owner Trustee and the Trust Collateral Agent, on or before March 31 (or 90 days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning in March 31, 2018, a report, dated as of December 31 of the preceding calendar year, addressed to the board of directors of the Servicer, providing its attestation report on the servicing assessment delivered pursuant to Section 4.10(c), including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act.

(b) Each party required to deliver an assessment of compliance described in Section 4.10(d) shall cause Independent Accountants, who may also render other services to such party or its Affiliates, to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent and the Servicer, on or before March 31 (or 90 days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning in March 31, 2018, a report, dated as of December 31 of the preceding calendar year, addressed to the board of directors of such party, providing its attestation report on the servicing assessment delivered pursuant to Section 4.10(d), including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act.

(c) The Servicer shall cause a firm of Independent Accountants, who may also render other services to the Servicer or to the Seller, (1) to deliver to the Trustee, the Owner Trustee and the Trust Collateral Agent, on or before April 30 (or 120 days after the end of the Servicer’s fiscal year, if other than December 31) of each year, beginning on April 30, 2018, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate (which period shall not be less than six months)), a copy of the Form 10-K filed with the Commission for General Motors Financial Company, Inc., which filing includes a statement that such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; and (2) upon request of the Trustee, the Owner Trustee or the Trust Collateral Agent, to issue an acknowledgement to the effect that such firm has audited the books and records of General Motors Financial Company, Inc., in which the Servicer is included as a consolidated subsidiary, and issued its report pursuant to item (1) of this

 

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section and that the accounting firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

SECTION 4.12. Access to Certain Documentation and Information Regarding Receivables. The Servicer shall provide to representatives of the Trustee, the Owner Trustee and the Trust Collateral Agent reasonable access to the documentation regarding the Receivables. In each case, such access shall be afforded without charge but only upon reasonable request and during normal business hours. Nothing in this Section shall affect the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this Section.

ARTICLE V

Trust Accounts; Distributions; Statements to Noteholders

SECTION 5.1. Establishment of Trust Accounts.

(a) (i) The Trust Collateral Agent, on behalf of the Noteholders, shall establish and maintain in its own name an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust Collateral Agent on behalf of the Noteholders. The Collection Account shall initially be established with the Trust Collateral Agent.

(ii) The Trust Collateral Agent, on behalf of the Noteholders, shall establish and maintain in its own name an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust Collateral Agent on behalf of the Noteholders. The Note Distribution Account shall initially be established with the Trust Collateral Agent.

(iii) The Trust Collateral Agent, on behalf of the Noteholders, shall establish and maintain in its own name an Eligible Deposit Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust Collateral Agent on behalf of the Noteholders. The Reserve Account shall initially be established with the Trust Collateral Agent.

(b) Funds on deposit in the Collection Account, the Reserve Account and the Note Distribution Account (collectively, the “Trust Accounts”) shall be invested by the Trust Collateral Agent (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected in writing by the Servicer (pursuant to standing instructions or otherwise). Absent receipt of such written investment direction from the Servicer, funds on deposit in the Trust Accounts shall be held uninvested. All such Eligible Investments shall be held by or on behalf of the Trust Collateral Agent for the benefit of the Noteholders. Other than as permitted by the Rating Agencies, funds on deposit in any Trust Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day immediately preceding the following Distribution Date. All Eligible Investments will be held to maturity. Each institution at which the relevant Trust Account is maintained shall invest the funds therein as directed in writing by the Servicer in Eligible Investments.

 

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(c) All Investment Earnings of moneys deposited in each Trust Account shall be deposited (or caused to be deposited) in the Collection Account on each Distribution Date by the Trust Collateral Agent and applied as Available Funds on such Distribution Date, and any loss resulting from such investments shall be charged to the related Trust Account. The Servicer will not direct the Trust Collateral Agent to make any investment of any funds held in any of the Trust Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, in either case without any further action by any Person, and, in connection with any direction to the Trust Collateral Agent to make any such investment, if requested by the Trust Collateral Agent, the Servicer shall deliver to the Trust Collateral Agent an Opinion of Counsel, acceptable to the Trust Collateral Agent, to such effect.

(d) The Trust Collateral Agent shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trust Collateral Agent’s negligence or bad faith or its failure to make payments on such Eligible Investments issued by the Trust Collateral Agent, in its commercial capacity as principal obligor and not as Trust Collateral Agent or as Trustee, in accordance with their terms.

(e) If (i) the Servicer shall have failed to give investment directions in writing for any funds on deposit in the Trust Accounts to the Trust Collateral Agent by 1:00 p.m. Eastern Time (or such other time as may be agreed by the Issuer and Trust Collateral Agent) on any Business Day; or (ii) a Default or Event of Default shall have occurred and is continuing with respect to the Notes but the Notes shall not have been declared due and payable, or, if such Notes shall have been declared due and payable following an Event of Default, amounts collected or received from the Trust Property are being applied as if there had not been such a declaration; then the Trust Collateral Agent shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in accordance with the instructions outlined in the most recent investment direction letter between the Servicer and the Trust Collateral Agent.

(f) (i) The Trust Collateral Agent shall possess all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof for the benefit of the Noteholders and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Trust Collateral Agent for the benefit of the Noteholders. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Trust Collateral Agent (or the Servicer on its behalf) shall within five Business Days (or such longer period as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Trust Account. In connection with the foregoing, the Servicer agrees that, in the event that any of the Trust Accounts are not accounts with the Trust Collateral Agent, the Servicer shall notify the Trust Collateral Agent in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account.

 

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(ii) With respect to the Trust Account Property, the Trust Collateral Agent agrees that:

(A) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts; and, except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Trust Collateral Agent, and the Trust Collateral Agent shall have sole signature authority with respect thereto;

(B) any Trust Account Property that constitutes Physical Property shall be delivered to the Trust Collateral Agent in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Trust Collateral Agent or a securities intermediary (as such term is defined in Section 8-102(14) of the UCC) acting solely for the Trust Collateral Agent;

(C) the “securities intermediary’s jurisdiction” for purposes of Section 8-110 of the UCC shall be the State of New York;

(D) any Trust Account Property that is a book-entry security held through the Federal Reserve System pursuant to Federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the Trust Collateral Agent, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph;

(E) any Trust Account Property that is an “uncertificated security” or a “security entitlement” under Article 8 of the UCC and that is not governed by clause (D) above shall be delivered to the Trust Collateral Agent in accordance with paragraph (c) or (d), if applicable, of the definition of “Delivery” and shall be maintained by the Trust Collateral Agent, pending maturity or disposition, through continued registration of the Trust Collateral Agent’s (or its nominee’s) ownership of such security; and

(F) any cash that is Trust Account Property shall be considered a “financial asset” under Article 8 of the UCC.

(g) The Servicer shall have the power to instruct the Trust Collateral Agent to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer and the Trust Collateral Agent to carry out their respective duties hereunder.

SECTION 5.2. [Reserved]

SECTION 5.3. Certain Reimbursements to the Servicer. The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Collection Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.7(a)(i) upon certification by the Servicer of such amounts

 

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and the provision of such information to the Trust Collateral Agent. The Servicer will additionally be entitled to receive from amounts on deposit in the Collection Account with respect to a Collection Period any amounts paid by Obligors but that do not relate to (i) principal and interest payments due on the Receivables and (ii) any fees or expenses related to extensions due on the Receivables.

SECTION 5.4. Application of Collections. All collections for the Collection Period shall be applied by the Servicer as follows:

(a) With respect to each Receivable (other than a Purchased Receivable or a Sold Receivable), payments by or on behalf of the Obligor, (other than Supplemental Servicing Fees with respect to such Receivable, to the extent collected) shall be applied to interest and principal in accordance with the Simple Interest Method.

(b) All amounts collected that are payable to the Servicer as Supplemental Servicing Fees hereunder shall be deposited in the Collection Account and paid to the Servicer in accordance with Section 5.7(a).

SECTION 5.5. [Reserved].

SECTION 5.6. Additional Deposits.

(a) The Servicer and the Seller, as applicable, shall deposit or cause to be deposited in the Collection Account on the Determination Date on which such obligations are due the aggregate Purchase Amount with respect to Purchased Receivables and the aggregate Sale Amounts with respect to Sold Receivables.

(b) The proceeds of any purchase or sale of the assets of the Trust described in Section 10.1 shall be deposited in the Collection Account.

SECTION 5.7. Distributions.

(a) On each Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period plus (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available therefor, and in the following order of priority:

(i) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4), to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables;

 

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(ii) from the Total Available Funds, to each of the Trustee, the Trust Collateral Agent, the Asset Representations Reviewer and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year to the Owner Trustee, (y) $100,000 in the aggregate in any calendar year to the Trust Collateral Agent and the Trustee) and (z) $200,000 in the aggregate in any calendar year to the Asset Representations Reviewer;

(iii) from the Total Available Funds, to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date;

(iv) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class A Principal Parity Amount;

(v) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes;

(vi) from the Total Available Funds, to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date;

(vii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class B Principal Parity Amount;

(viii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes;

(ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date;

(x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount;

(xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes;

(xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date;

(xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount;

 

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(xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes;

(xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes, if any, for such Distribution Date;

(xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount;

(xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes;

(xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount;

(xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date;

(xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount;

(xxi) from the Total Available Funds, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent and the Asset Representations Reviewer any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and

(xxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account.

On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii above.

(b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed order of priority:

(i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero;

 

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(ii) to the Class A-2 Noteholders in reduction of the remaining principal balance of the Class A-2 Notes, until the outstanding principal balance thereof has been reduced to zero;

(iii) to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero;

(iv) to the Class B Noteholders in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero;

(v) to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero;

(vi) to the Class D Noteholders in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero;

(vii) to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero;

provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Sections 5.1(a), 5.1(b), 5.1(d) or 5.1(e) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture.

(c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date.

(d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with

 

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respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred.

(e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture.

(f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

SECTION 5.8. Reserve Account.

(a) On the Closing Date, the Seller shall deposit the Specified Reserve Balance into the Reserve Account. Amounts held from time to time in the Reserve Account shall be held by the Trust Collateral Agent for the benefit of the Noteholders.

(b) The Seller may, from time to time after the date hereof, request each Rating Agency to approve a formula for determining the Specified Reserve Balance that is different from the formula set forth herein, which may result in a decrease in the amount of the Specified Reserve Balance or change the manner by which the Reserve Account is funded. Notwithstanding any other provision of this Agreement, the use of such new formula will be deemed to be approved upon the satisfaction of the Rating Agency Condition with respect to the use of such new formula, and the Specified Reserve Balance will be determined in accordance with such new formula and this Agreement will be amended to reflect such new formula without the consent of any Noteholder.

(c) On each Distribution Date, the Servicer shall instruct the Trust Collateral Agent (based on the information contained in the Servicer’s Certificate delivered on the related Determination Date) (A) if the amount on deposit in the Reserve Account (without taking into account any amount on deposit in the Reserve Account representing net investment earnings) is less than the Specified Reserve Balance, in which case the Trust Collateral Agent shall, after payment of any amounts required to be distributed pursuant to clauses (i) through (xviii) of Section 5.7(a) deposit in the Reserve Account the Reserve Account Deposit Amount pursuant to

 

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Section 5.7(a)(xix), and (B) if the amount on deposit in the Reserve Account, after giving effect to all other deposits thereto and withdrawals therefrom to be made on such Distribution Date is greater than the Specified Reserve Balance, in which case the Trust Collateral Agent shall distribute the amount of such excess as part of Available Funds on such Distribution Date.

(d) On each Distribution Date, the Servicer shall instruct the Trust Collateral Agent (based on the information contained in the Servicer’s Certificate delivered on the related Determination Date) to withdraw the Reserve Account Withdrawal Amount from the Reserve Account and deposit such amounts in the Collection Account to be included as Total Available Funds for that Distribution Date.

(e) Amounts properly transferred to the Certificate Distribution Account for payment to the Certificateholder pursuant to this Agreement shall not be available to the Trust Collateral Agent or the Trust for the purpose of making deposits to the Reserve Account, or making payments to the Noteholders, nor shall the Certificateholder be required to refund any amount properly received by them.

SECTION 5.9. Statements to Noteholders.

(a) On or prior to each Distribution Date, the Trust Collateral Agent shall make available to each Noteholder of record a statement setting forth at least the following information as to the Notes solely to the extent such information has been received from the Servicer pursuant to Section 4.9:

(i) the amount of such distribution allocable to principal of each Class of Notes;

(ii) the amount of such distribution allocable to interest on or with respect to each Class of Notes;

(iii) the required Reserve Account Withdrawal Amount or any excess released from the Reserve Account and included in Available Funds;

(iv) the Pool Balance as of the close of business on the last day of the preceding Collection Period;

(v) the aggregate outstanding principal amount of each Class of the Notes and the Note Pool Factor for each such Class after giving effect to payments allocated to principal reported under (i) above;

(vi) the amount of the Servicing Fee paid to the Servicer with respect to the related Collection Period and/or due but unpaid with respect to such Collection Period or prior Collection Periods, as the case may be;

(vii) the Noteholders’ Interest Carryover Amount and the Noteholders’ Principal Carryover Amount, if any, and the change in that amount from the preceding statement;

 

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(viii) the amount of the aggregate Realized Losses, if any, for the second preceding Collection Period; and

(ix) the aggregate Purchase Amounts for Receivables, if any, that were repurchased by the Servicer or the Seller in such period.

(b) The Trust Collateral Agent will make available each month to each Noteholder the statements referred to in Section 5.9(a) above (and certain other documents, reports and information regarding the Receivables provided by the Servicer from time to time) via the Trust Collateral Agent’s internet website, with the use of a password provided by the Trust Collateral Agent. The Trust Collateral Agent’s internet website will be located at https://getinvestorreporting.bnymellon.com or at such other address as the Trust Collateral Agent shall notify the Noteholders from time to time. For assistance with regard to this service, Noteholders can call the Trust Collateral Agent’s technical assistance center at (800) 332-4550. The Trust Collateral Agent shall have the right to change the way the statements referred to in Section 5.9(a) above are distributed in order to make such distribution more convenient and/or more accessible to the parties entitled to receive such statements so long as such statements are only provided to the then current Noteholders. The Trust Collateral Agent shall provide notification of any such change to all parties entitled to receive such statements in the manner described in Section 12.3 hereof, Section 11.4 of the Indenture or Section 11.5 of the Indenture, as appropriate.

SECTION 5.10. Determination of LIBOR.

The Trust Collateral Agent, as calculation agent (in such capacity, the “Calculation Agent”), will determine LIBOR for purposes of calculating the Interest Rate for the Class A-2-B Notes (a) on February 21, 2017, for the period from the Closing Date to the first Distribution Date, and (b) for each given Interest Period thereafter, on the second London Business Day prior to the Distribution Date on which such Interest Period begins (each, a “LIBOR Determination Date”). For purposes of calculating LIBOR, a “London Business Day” means a day on which banking institutions in the City of London, England are not required or authorized by law to be closed.

LIBOR” means, the rate for deposits in U.S. Dollars, for a period equal to one month, which appears on the Reuters Screen LIBOR01 Page (or any replacement page) as of 11:00 a.m., London time, on the related LIBOR Determination Date. If such rate does not appear on the Reuters Screen LIBOR01 Page, the rate for that Interest Period will be determined on the basis of the rates at which deposits in U.S. Dollars are offered by any four major banks in the London interbank market selected by the Calculation Agent to provide such bank’s offered quotation of such rates at approximately 11:00 a.m., London time, on the related LIBOR Determination Date to prime banks in the London interbank market for a period of one month, commencing on the first day of such Interest Period and in a principal amount of at least U.S.$1,000,000. The Calculation Agent, will request the principal London office of each of those four banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for that Interest Period will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that Interest Period will be the arithmetic mean of the rates quoted by major banks in New York City selected by the Calculation Agent at approximately

 

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11:00 a.m., New York City time, on the LIBOR Determination Date with respect to such Interest Period for loans in U.S. Dollars to leading European banks for a period equal to one month, commencing on the first day of such Interest Period and in a principal amount of at least U.S.$1,000,000; provided, however, that if the banks selected by the Calculation Agent are not quoting rates as mentioned in this sentence, LIBOR for such interest period will be the same as LIBOR for the immediately preceding Interest Period.

Reuters Screen LIBOR01 Page” is the display designated on the Reuters service (or the successor display page, other published source, information vendor or provider that has been officially designated by Reuters).

ARTICLE VI

[Reserved]

ARTICLE VII

The Seller

SECTION 7.1. Representations of Seller. The Seller makes the following representations on which the Issuer is deemed to have relied in acquiring the Receivables and on which the Trustee and Trust Collateral Agent may rely. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Trust Collateral Agent pursuant to the Indenture.

(a) Schedules of Representations. The representations and warranties set forth on the Schedules of Representations attached hereto as Schedule B-1 and Schedule B-2 are true and correct.

(b) Organization and Good Standing. The Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Nevada, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property transferred to the Trust.

(c) Due Qualification. The Seller is duly qualified to do business as a foreign corporation, is in good standing and has obtained all necessary licenses and approvals in all jurisdictions where the failure to do so would materially and adversely affect Seller’s ability to transfer the Receivables and the Other Conveyed Property to the Trust pursuant to this Agreement, or the validity or enforceability of the Receivables and the Other Conveyed Property or to perform Seller’s obligations hereunder and under the Seller’s Basic Documents.

(d) Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Basic Documents and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property to be sold and assigned to and deposited with the Trust by it and has

 

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duly authorized such sale and assignment to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement and the Seller’s Basic Documents have been duly authorized by the Seller by all necessary corporate action.

(e) Valid Sale, Binding Obligations. This Agreement effects a valid sale, transfer and assignment of the Receivables and the Other Conveyed Property, enforceable against the Seller and creditors of and purchasers from the Seller; and this Agreement and the Seller’s Basic Documents, when duly executed and delivered, shall constitute legal, valid and binding obligations of the Seller enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(f) No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Documents and the fulfillment of the terms of this Agreement and the Basic Documents shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of incorporation or by-laws of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

(g) No Proceedings. There are no proceedings or investigations pending or, to the Seller’s knowledge, threatened against the Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties (i) asserting the invalidity of this Agreement or any of the Basic Documents, (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (iv) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes.

(h) Solvency. The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Receivables, nor does the Seller anticipate any pending insolvency.

(i) No Consents. The Seller is not required to obtain the consent of any other party or any consent, license, approval or authorization, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement which has not already been obtained.

 

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(j) True Sale. The Receivables are being transferred with the intention of removing them from the Seller’s estate pursuant to Section 541 of the Bankruptcy Code, as the same may be amended from time to time.

(k) Ordinary Course of Business. The transactions contemplated by this Agreement and the other Basic Documents to which the Seller is a party are in the ordinary course of the Seller’s business.

(l) Chief Executive Office and Principal Place of Business. The chief executive office and principal place of business of the Seller is at 2215-B Renaissance Drive, Suite 10, Las Vegas, Nevada 89119.

(m) Investment Company Act. Neither the Seller nor the Issuer is an “investment company” or a company “controlled by an investment company” within the meaning of the Investment Company Act.

SECTION 7.2. Corporate Existence.

(a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby.

(b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows:

(i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates;

(ii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates;

(iii) the Seller shall hold such appropriate meetings of its board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors, as are necessary to authorize all the Seller’s corporate actions required by law to be authorized by the board of directors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law);

(iv) the Seller shall at all times hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from its Affiliates;

 

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(v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-length basis; and

(vi) the Seller shall pay from its assets all obligations and indebtedness of any kind incurred by the Seller.

SECTION 7.3. Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement.

(a) The Seller shall indemnify, defend and hold harmless the Owner Trustee, the Issuer, the Trustee and the Trust Collateral Agent and their respective officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the same.

(b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of the Notes.

(c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or incurred in connection with the acceptance or performance of the trusts and duties set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectively.

Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

 

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SECTION 7.4. Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Person (a) into which the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which the Seller shall be a party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Trustee an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

SECTION 7.5. Limitation on Liability of Seller and Others. The Seller and any director or officer or employee or agent of the Seller may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising under any Basic Document. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability.

 

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SECTION 7.6. Ownership of the Certificates or Notes. The Seller and any Affiliate thereof may in its individual or any other capacity become the owner or pledgee of Certificates or Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as expressly provided herein or in any Basic Document. Notes or Certificates so owned by the Seller or such Affiliate shall have an equal and proportionate benefit under the provisions of the Basic Documents, without preference, priority, or distinction as among all of the Notes or Certificates; provided, however, that any Notes or Certificates owned by the Seller or any Affiliate thereof, during the time such Notes or Certificates are owned by them, shall be without voting rights for any purpose set forth in the Basic Documents. The Seller shall notify the Owner Trustee, the Trustee and the Trust Collateral Agent with respect to any other transfer of any Certificate.

ARTICLE VIII

The Servicer

SECTION 8.1. Representations of Servicer. The Servicer makes the following representations on which the Issuer is deemed to have relied in acquiring the Receivables. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Trust Collateral Agent pursuant to the Indenture.

(a) Representations and Warranties. The representations and warranties set forth in Schedule B-1 and Schedule B-2 are true and correct, provided that such representations and warranties contained therein and herein shall not apply to any entity other than AmeriCredit;

(b) Organization and Good Standing. The Servicer has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization, with power, authority and legal right to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to enter into and perform its obligations under this Agreement;

(c) Due Qualification. The Servicer is duly qualified to do business as a foreign corporation, is in good standing and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business (including the servicing of the Receivables as required by this Agreement) requires or shall require such qualification;

(d) Power and Authority. The Servicer has the power and authority to execute and deliver this Agreement and its Basic Documents and to carry out its terms and their terms, respectively, and the execution, delivery and performance of this Agreement and the Servicer’s Basic Documents have been duly authorized by the Servicer by all necessary corporate action;

(e) Binding Obligation. This Agreement and the Servicer’s Basic Documents shall constitute legal, valid and binding obligations of the Servicer enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency,

 

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reorganization, or other similar laws affecting the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law;

(f) No Violation. The consummation of the transactions contemplated by this Agreement and the Servicer’s Basic Documents, and the fulfillment of the terms of this Agreement and the Servicer’s Basic Documents, shall not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles of incorporation or bylaws of the Servicer, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Servicer is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the Servicer of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or any of its properties;

(g) No Proceedings. There are no proceedings or investigations pending or, to the Servicer’s knowledge, threatened against the Servicer, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Servicer or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect the performance by the Servicer of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes;

(h) No Consents. The Servicer is not required to obtain the consent of any other party or any consent, license, approval or authorization, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement which has not already been obtained.

(i) Chief Executive Office and Principal Place of Business. The chief executive office and principal place of business of the Servicer is located at 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102.

SECTION 8.2. Liability of Servicer; Indemnities.

(a) The Servicer (in its capacity as such) shall be liable hereunder only to the extent of the obligations in this Agreement specifically undertaken by the Servicer and the representations made by the Servicer.

(b) The Servicer shall defend, indemnify and hold harmless the Trust, the Trustee, the Trust Collateral Agent, the Owner Trustee, their respective officers, directors, agents and employees, and the Noteholders from and against any and all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of any Financed Vehicle.

 

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(c) The Servicer (when the Servicer is AmeriCredit) shall indemnify, defend and hold harmless the Trust, the Trustee, the Trust Collateral Agent, the Owner Trustee, their respective officers, directors, agents and employees and the Noteholders from and against any taxes that may at any time be asserted against any of such parties with respect to the transactions or activities contemplated in this Agreement, including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but not including any federal or other income taxes, including franchise taxes asserted with respect to, and as of the date of, the sale of the Receivables and the Other Conveyed Property to the Trust or the issuance and original sale of the Notes) and costs and expenses in defending against the same.

(d) The Servicer (when the Servicer is not AmeriCredit) shall indemnify, defend and hold harmless the Trust, the Trustee, the Trust Collateral Agent, the Owner Trustee, the Collateral Agent, their respective officers, directors, agents and employees and the Noteholders from and against any taxes with respect to the sale of Receivables in connection with servicing hereunder that may at any time be asserted against any of such parties with respect to the transactions or activities contemplated in this Agreement, including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but not including any federal or other income taxes, including franchise taxes asserted with respect to, and as of the date of, the sale of the Receivables and the Other Conveyed Property to the Trust or the issuance and original sale of the Notes) and costs and expenses in defending against the same.

(e) The Servicer shall indemnify, defend and hold harmless the Trust, the Trustee, the Trust Collateral Agent, the Owner Trustee, their respective officers, directors, agents and employees and the Noteholders from and against any and all costs, expenses, losses, claims, damages, and liabilities, including reasonable fees and expenses of counsel and expenses of litigation, to the extent that such cost, expense, loss, claim, damage, or liability arose out of, or was imposed upon the Trust, the Trustee, the Owner Trustee, the Trust Collateral Agent or the Noteholders by reason of the breach of this Agreement by the Servicer, the negligence, misfeasance, or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement.

(f) AmeriCredit shall indemnify, defend and hold harmless the Trust, the Trustee, the Trust Collateral Agent, the Owner Trustee, their respective officers, directors, agents and employees and the Noteholders from and against any loss, liability or expense incurred by reason of the violation by Servicer or Seller of federal or state securities laws in connection with the registration or the sale of the Notes. This section shall survive the termination of this Agreement, or the earlier removal or resignation of the Trustee or the Trust Collateral Agent.

(g) AmeriCredit shall indemnify the Trustee, the Owner Trustee, the Trust Collateral Agent and the respective officers, directors, agents and employees thereof against any and all loss, liability or expense, (other than overhead and expenses incurred in the normal course of business) incurred by each of them in connection with the acceptance or administration of the Trust and the performance of their duties under the Basic Documents other than if such loss, liability or expense was incurred by the Trustee, the Owner Trustee or the Trust Collateral Agent as a result of any such entity’s willful misconduct, bad faith or negligence.

 

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(h) Indemnification under this Article shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Servicer has made any indemnity payments pursuant to this Article and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Servicer, without interest.

(i) When the Trustee or the Trust Collateral Agent incurs expenses after the occurrence of a Servicer Termination Event specified in Section 9.1(d) or (e) with respect to the Servicer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

SECTION 8.3. Merger or Consolidation of, or Assumption of the Obligations of the Servicer.

AmeriCredit shall not merge or consolidate with any other Person, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit’s business unless, after the merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall be capable of fulfilling the duties of AmeriCredit contained in this Agreement and shall be acceptable to the Majority Noteholders, and shall be an eligible servicer. Any corporation (a) into which AmeriCredit may be merged or consolidated, (b) resulting from any merger or consolidation to which AmeriCredit shall be a party, (c) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCredit, or (d) succeeding to the business of AmeriCredit, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release AmeriCredit from any obligation. AmeriCredit shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral Agent, the Noteholders and each Rating Agency. Notwithstanding the foregoing, AmeriCredit shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction), (y) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Rating Agencies an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (z) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Rating Agencies an Opinion of Counsel, stating in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Trust in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest.

 

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SECTION 8.4. Limitation on Liability of Servicer and Others.

Neither AmeriCredit nor any of the directors or officers or employees or agents of AmeriCredit shall be under any liability to the Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect AmeriCredit or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement or willful misfeasance, bad faith or negligence (excluding errors in judgment) in the performance of duties; provided, further, that this provision shall not affect any liability to indemnify the Trust Collateral Agent, the Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Trust Collateral Agent, the Trustee and the Owner Trustee, in their individual capacities. AmeriCredit and any director, officer, employee or agent of AmeriCredit may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement.

SECTION 8.5. Delegation of Duties. The Servicer may delegate duties under this Agreement to an Affiliate of the Servicer without first obtaining the consent of any Person. The Servicer also may at any time perform specific duties through sub-contractors in accordance with the Servicing Policies and Procedures. No delegation or sub-contracting by the Servicer of its duties herein in the manner described in this Section 8.5 shall relieve the Servicer of its responsibility with respect to such duties.

SECTION 8.6. Servicer Not to Resign. Subject to the provisions of Section 8.3, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer except upon a determination that by reason of a change in legal requirements the performance of its duties under this Agreement would cause it to be in violation of such legal requirements in a manner which would have a material adverse effect on the Servicer if the Majority Noteholders do not elect to waive the obligations of the Servicer to perform the duties which render it legally unable to act or to delegate those duties to another Person. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent and the Owner Trustee. No resignation of the Servicer shall become effective until an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Servicer.

ARTICLE IX

Default

SECTION 9.1. Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:

(a) Any failure by the Servicer to deliver to the Trust Collateral Agent for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this

 

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Agreement that continues unremedied for a period of two Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Trust Collateral Agent or after discovery of such failure by a Responsible Officer of the Servicer; or

(b) Failure by the Servicer to deliver to the Trust Collateral Agent the Servicer’s Certificate by the first Business Day prior to the Distribution Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 8.3; or

(c) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of Noteholders, and (ii) continues unremedied for a period of 30 days after knowledge thereof by the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trust Collateral Agent; or

(d) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within 60 days; or

(e) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or

(f) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Trust or the Noteholders and, within 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Trust Collateral Agent, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured.

SECTION 9.2. Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent may, or at the

 

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direction of the Majority Noteholders shall, by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, shall pass to, be vested in and become obligations and responsibilities of the successor Servicer appointed by the Majority Noteholders; provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

SECTION 9.3. Appointment of Successor.

(a) On and after the time the Servicer receives a notice of termination pursuant to Section 9.2 or upon the resignation of the Servicer pursuant to Section 8.6, the Controlling Party (acting at the written direction of the Majority Noteholders) shall appoint an eligible servicer as successor Servicer or may petition a court of competent jurisdiction to appoint a Person that it determines is competent to perform the duties of the Servicer hereunder as successor Servicer. Pending appointment pursuant to the preceding sentence, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. Any successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement except as otherwise stated herein. The Trust Collateral Agent and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a successor Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 9.2 upon the occurrence of any Servicer Termination Event applicable to it as Servicer. If no Person has accepted its appointment as successor Servicer when the predecessor Servicer

 

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ceases to act as Servicer in accordance with Section 9.2 or Section 8.6, the Trust Collateral Agent or other eligible successor servicer appointed by the Trust Collateral Agent and who has accepted such appointment, will, without further action, be automatically appointed the successor Servicer. Notwithstanding the above, if the Trust Collateral Agent is unwilling or legally unable to act as successor Servicer, it may appoint, or petition a court of competent jurisdiction to appoint, an institution whose business includes the servicing of motor vehicle receivables, as successor Servicer. All reasonable costs and expenses incurred in connection with transferring the servicing of the Receivables to the successor Servicer and amending this agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. The Trust Collateral Agent will be released from its duties and obligations as successor Servicer on the date that a new servicer agrees to appointment as successor Servicer hereunder.

(b) Any successor Servicer shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if the Servicer had not resigned or been terminated hereunder or such additional compensation as the Majority Noteholders and such successor Servicer may agree on.

SECTION 9.4. Notification to Noteholders. Upon any termination of, or appointment of a successor to, the Servicer, the Trust Collateral Agent shall give prompt written notice thereof to each Noteholder and to the Seller (who shall promptly deliver such notice to the Rating Agencies).

SECTION 9.5. Waiver of Past Defaults. The Majority Noteholders may, on behalf of all Noteholders, waive any default by the Servicer in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Termination Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement and the Basic Documents. No such waiver shall extend to any subsequent or other default or impair any right consequent thereto.

ARTICLE X

Termination

SECTION 10.1. Optional Purchase of All Receivables.

(a) Subject to Section 10.1(a) of the Indenture, on the last day of any Collection Period as of which the Pool Balance shall be less than or equal to 10% of the Original Pool Balance, the Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts; provided, however, that the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal, and interest then due and payable on the Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 in the Collection Account an amount equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes and (ii) the aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent

 

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has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent), and shall succeed to all interests in and to the Trust.

(b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account.

(c) Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent and the Rating Agencies as soon as practicable after the Servicer has received notice thereof.

(d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder will succeed to the rights of the Noteholders hereunder and the Certificateholder will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent pursuant to this Agreement.

ARTICLE XI

Administrative Duties of the Servicer

SECTION 11.1. Administrative Duties.

(a) Duties with Respect to the Indenture. The Servicer shall perform all its duties and the duties of the Issuer under the Indenture. In addition, the Servicer shall consult with the Owner Trustee as the Servicer deems appropriate regarding the duties of the Issuer under the Indenture. The Servicer shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuer’s duties under the Indenture. The Servicer shall prepare for execution by the Issuer or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture. In furtherance of the foregoing, the Servicer shall take all necessary action that is the duty of the Issuer to take pursuant to the Indenture, including, without limitation, pursuant to Sections 2.7, 3.5, 3.6, 3.7, 3.9, 3.10, 3.17, 5.1, 5.4, 6.9, 7.3, 8.2, 9.2, 9.3, 11.1 and 11.15 of the Indenture.

(b) Duties with Respect to the Issuer.

(i) In addition to the duties of the Servicer set forth in this Agreement or any of the Basic Documents, the Servicer shall perform such calculations and shall prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to this Agreement or any of the Basic Documents or under state and federal tax and securities laws (including any filings required pursuant to the Sarbanes-Oxley Act of 2002 or any rule or regulation promulgated thereunder), and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Agreement or any of the Basic Documents, including, without

 

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limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In accordance with the directions of the Issuer or the Owner Trustee, the Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such section.

(ii) Notwithstanding anything in this Agreement or any of the Basic Documents to the contrary, the Servicer shall be responsible for promptly notifying the Owner Trustee and the Trust Collateral Agent in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a Holder (as defined in the Trust Agreement) as contemplated by this Agreement. Any such notice shall be in writing and specify the amount of any withholding tax required to be withheld by the Owner Trustee or the Trust Collateral Agent pursuant to such provision.

(iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Servicer shall be responsible for performance of the duties of the Issuer in accordance with Section 10.11 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the Trust Agreement); provided, however, that once prepared by the Servicer, the Owner Trustee shall retain responsibility for the distribution of any necessary Schedule K-1s, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns.

(iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the Trust Agreement, and any other duties expressly required to be performed by the Servicer under this Agreement or any of the Basic Documents.

(v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Servicer may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Servicer’s opinion, no less favorable to the Issuer in any material respect.

(c) Tax Matters. The Servicer shall prepare and file, on behalf of the Seller, all tax returns, tax elections, financial statements and such annual or other reports attributable to the activities engaged in by the Issuer as are necessary for preparation of tax reports, including without limitation forms 1099. All tax returns will be signed by the Seller or the Servicer.

(d) Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article unless within a reasonable time before the taking of such action, the Servicer shall have notified

 

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the Owner Trustee and the Trustee of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (i), (ii), (iii) and (iv) below, the Trustee shall not have withheld consent. For the purpose of the preceding sentence, “non-ministerial matters” shall include:

(i) the amendment of or any supplement to the Indenture;

(ii) the initiation of any claim or lawsuit by the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the Receivables);

(iii) the amendment, change or modification of this Agreement or any of the Basic Documents;

(iv) the appointment of successor Note Registrars, successor Paying Agents and successor Trustees pursuant to the Indenture or the appointment of successor Servicers or the consent to the assignment by the Note Registrar, Paying Agent or Trustee of its obligations under the Indenture; and

(v) the removal of the Trustee or the Trust Collateral Agent.

(e) Exceptions. Notwithstanding anything to the contrary in this Agreement, except as expressly provided herein or in the other Basic Documents, the Servicer, in its capacity hereunder, shall not be obligated to, and shall not, (i) make any payments to the Noteholders or the Certificateholder under the Basic Documents, (ii) sell the Trust Property pursuant to Section 5.5 of the Indenture, (iii) take any other action that the Issuer directs the Servicer not to take on its behalf or (iv) in connection with its duties hereunder assume any indemnification obligation of any other Person.

(f) No successor Servicer shall be responsible for any obligations or duties of the Servicer under this Section 11.1. Notwithstanding the foregoing or any other provision of this Agreement, AmeriCredit shall continue to perform the obligations of the Servicer under this Section 11.1.

SECTION 11.2. Records. The Servicer shall maintain appropriate books of account and records relating to services performed under this Agreement, which books of account and records shall be accessible for inspection by the Issuer at any time during normal business hours.

SECTION 11.3. Additional Information to be Furnished to the Issuer. The Servicer shall furnish to the Issuer from time to time such additional information regarding the Collateral as the Issuer shall reasonably request.

SECTION 11.4. Review Reports. Upon the request of any Noteholder to the Servicer for a copy of any Review Report (as defined in the Asset Representations Review Agreement), the Servicer shall promptly provide a copy of such Review Report to such Noteholder; provided, that if the requesting Noteholder is not a Noteholder of record, such Noteholder must provide the Servicer with a written certification stating that it is a beneficial owner of a Note, together with supporting documentation supporting that statement (which may include, but is not limited to, a

 

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trade confirmation, an account statement or a letter from a broker or dealer verifying ownership) before the Servicer delivers such Review Report to such Noteholder; provided, further, that such Review Report contains personally identifiable information regarding Obligors, then the Servicer may condition its delivery of that portion of the Review Report to the requesting Noteholder on such Noteholder’s delivery to the Servicer of an agreement acknowledging that such Noteholder may use such information only for the limited purpose of assessing the nature of the related breaches of representations and warranties and may not use that information for any other purpose.

ARTICLE XII

Miscellaneous Provisions

SECTION 12.1. Amendment.

(a) This Agreement may be amended from time to time by the parties hereto, with the consent of the Trustee (which consent may not be unreasonably withheld) but without the consent of any of the Noteholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement, to comply with any changes in the Code, or to make any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to Owner Trustee and the Trustee, adversely affect in any material respect the interests of any Noteholder.

(b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Holders of Notes evidencing not less than a majority of the outstanding principal amount of the Notes for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or (ii) reduce the aforesaid percentage of the outstanding principal amount of the Notes, the Holders of which are required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes of each class affected thereby.

Promptly after the execution of any such amendment or consent, the Trust Collateral Agent shall furnish written notification of the substance of such amendment or consent to each Noteholder and the Seller (who shall deliver such notification to the Rating Agencies).

It shall not be necessary for the consent of the Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe.

 

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(c) Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has been delivered. The Owner Trustee, the Trust Collateral Agent and the Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwise.

SECTION 12.2. Protection of Title to Trust.

(a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and the interests of the Trust Collateral Agent in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.

(b) Neither the Seller nor the Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of 9-506 of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent and the Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating either (i) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to preserve and protect such interest.

(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent and the Trustee at least 60 days’ prior written notice of any relocation of its principal executive office or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or Canada, and (ii) its principal executive office within the United States of America.

(d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable.

 

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(e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Issuer, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust in such Receivable and that such Receivable is owned by the Trust. Indication of the Trust’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have been paid in full or repurchased or sold pursuant to this Agreement.

(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Trust.

(g) Upon request, the Servicer shall furnish to the Owner Trustee or to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust.

(h) The Servicer shall deliver to the Owner Trustee and the Trustee:

(i) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendment, an Opinion of Counsel stating that, in the opinion of such Counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; and

(ii) within 120 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after the Closing Date, an Opinion of Counsel, dated as of a date during such 120-day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest.

Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest.

 

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SECTION 12.3. Notices.

(a) All demands, notices and communications upon or to the Seller, the Servicer, the Owner Trustee, the Trustee or the Rating Agencies (upon whom any demands, notices or communications shall be provided only by the Seller or the Servicer) under this Agreement shall be in writing, personally delivered, electronically delivered, mailed by certified mail, return receipt requested, federal express or similar overnight courier service, and shall be deemed to have been duly given upon receipt (i) in the case of the Seller, to AFS SenSub Corp., 2215-B Renaissance Drive, Suite 10, Las Vegas, Nevada 89119, Attention: Chief Financial Officer, with a copy to AFS SenSub Corp., c/o AmeriCredit Financial Services, Inc., 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102, Attention: Chief Financial Officer, (ii) in the case of the Servicer, to AmeriCredit Financial Services, Inc., 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102, Attention: Chief Financial Officer, (iii) in the case of the Issuer or the Owner Trustee, at the Corporate Trust Office of the Owner Trustee, (iv) in the case of the Trustee or the Trust Collateral Agent, at the applicable Corporate Trust Office of the Trustee and the Trust Collateral, (v) in the case of Fitch, to Fitch Ratings, Inc., 33 Whitehall Street, New York, New York 10004, Attention: Asset Backed Surveillance, (vi) in the case of Standard & Poor’s, via electronic delivery to Servicer_reports@spglobal.com; for any information not available in electronic format, hard copies should be sent to S&P Global Ratings, 55 Water Street, 41st floor, New York, New York 10041-0003, Attention: ABS Surveillance Group, and (vii) Asset Representations Reviewer, to Clayton Fixed Income Services LLC, 1700 Lincoln Street, Suite 2600, Denver, Colorado 80203, Attn: SVP, Surveillance, with a copy to Clayton Fixed Income Services LLC, c/o Clayton Holdings LLC, 100 Beard Sawmill Road, Shelton, Connecticut 06484, Attn: General Counsel. Any notice required or permitted to be mailed to a Noteholder shall be given by first class mail, postage prepaid, at the address of such Holder as shown in the Note Register. Any notice so mailed within the time prescribed in the Agreement shall be conclusively presumed to have been duly given, whether or not the Noteholder shall receive such notice. Where this Agreement provides for notice or delivery of documents to the Rating Agencies, failure to give such notice or deliver such documents shall not affect any other rights or obligations created hereunder.

(b) If AmeriCredit is no longer the Servicer, any successor Servicer shall provide any required Rating Agency notices to the Seller, who shall promptly provide such notice to the Rating Agencies.

SECTION 12.4. Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Notwithstanding anything to the contrary contained herein, except as provided in Sections 7.4 and 8.3 and as provided in the provisions of this Agreement concerning the resignation of the Servicer, this Agreement may not be assigned by the Seller or the Servicer without the prior written consent of the Owner Trustee, the Trust Collateral Agent, the Trustee and the Majority Noteholders.

SECTION 12.5. Limitations on Rights of Others. The provisions of this Agreement are solely for the benefit of the parties hereto, the Trustee, the Owner Trustee and the Noteholders, as third-party beneficiaries. Nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Owner Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

 

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SECTION 12.6. Severability. Any provision of this Agreement that 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, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 12.7. Separate Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original regardless of whether delivered in physical or electronic form, but all such counterparts shall together constitute but one and the same instrument.

SECTION 12.8. Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

SECTION 12.9. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THIS AGREEMENT AND ALL MATTERS ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

SECTION 12.10. Assignment to Trust Collateral Agent. The Seller hereby acknowledges and consents to any mortgage, pledge, assignment and grant of a security interest by the Issuer to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Noteholders of all right, title and interest of the Issuer in, to and under the Receivables listed in Schedule A hereto and/or the assignment of any or all of the Issuer’s rights and obligations hereunder to the Trust Collateral Agent.

SECTION 12.11. Nonpetition Covenants.

(a) Notwithstanding any prior termination of this Agreement, the Servicer and the Seller shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Issuer, acquiesce, petition or otherwise invoke or cause the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuer.

(b) Notwithstanding any prior termination of this Agreement, the Servicer shall not, prior to the date that is one year and one day after the termination of this Agreement with respect to the Seller, acquiesce to, petition or otherwise invoke or cause the Seller to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Seller under any federal or state bankruptcy, insolvency or similar law, appointing a receiver,

 

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liquidator, assignee, trustee, custodian, sequestrator, or other similar official of the Seller or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller.

SECTION 12.12. Limitation of Liability of Owner Trustee and Trust Collateral Agent

(a) It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer in this Agreement and (v) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents.

(b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by The Bank of New York Mellon, not in its individual capacity but solely as Trust Collateral Agent and in no event shall The Bank of New York Mellon have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer.

(c) Neither the Owner Trustee nor the Trust Collateral Agent shall have any duty, responsibility or obligation to (or liability for failing to) monitor, supervise, confirm, verify, notify regarding or otherwise enforce the requirements or commitments applicable to any Person arising under, related to or otherwise in connection with any provision of this Agreement or any law, rule or regulation in connection with risk retention.

(d) In no event shall The Bank of New York Mellon, in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee under the Delaware Statutory Trust Statute, common law, or the Trust Agreement or of the Servicer hereunder (unless it is acting as successor Servicer hereunder or is recording, registering, filing, re-recording, re-filing, or re-registering any financing statement, continuation statement or other instrument required by the Trust Collateral Agent pursuant to Section 3.5 of the Indenture or is taking any action to perfect or re-perfect the security interests in the financed vehicles pursuant to Section 4.5(b)).

(e) The Trustee and the Trust Collateral Agent have the same rights, protections and immunities hereunder as they have under the Indenture as if such rights, protections and immunities were expressly set forth herein mutatis mutandis.

 

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SECTION 12.13. Trust Collateral Agent to Report Repurchase Demands due to Breaches of Representations and Warranties. The Trust Collateral Agent will (a) notify the Servicer, AmeriCredit and the Seller, as soon as practicable and in any event within five Business Days and in the manner set forth for providing notices hereunder, of all demands or requests communicated (in writing or orally) to the Trustee or the Trust Collateral Agent for the repurchase of any Receivable pursuant to Section 5.1 of the Purchase Agreement or Section 3.2, (b) promptly upon request by the Servicer, AmeriCredit or the Seller, provide to them any other information reasonably requested to facilitate compliance by them with Rule 15Ga-1 under the Exchange Act and Items 1104(e) and 1121(c) of Regulation AB, and (c) if requested by the Servicer, AmeriCredit or the Seller, provide a written certification no later than fifteen days following any calendar quarter or calendar year that The Bank of New York Mellon has not received any repurchase demands for such period, or if repurchase demands have been received during such period, that the Trust Collateral Agent has provided all the information reasonably requested under clause (b) above with respect to such demands. In no event will the Trust Collateral Agent or the Issuer have any responsibility or liability in connection with any filing required to be made by a securitizer under the Exchange Act or Regulation AB.

SECTION 12.14. Independence of the Servicer. For all purposes of this Agreement, the Servicer shall be an independent contractor and shall not be subject to the supervision of the Issuer, the Trust Collateral Agent, the Trustee or the Owner Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly authorized by this Agreement or any other Basic Document, the Servicer shall have no authority to act for or represent the Issuer or the Owner Trustee in any way and shall not otherwise be deemed an agent of the Issuer or the Owner Trustee.

SECTION 12.15. No Joint Venture. Nothing contained in this Agreement (a) shall constitute the Servicer and any of the Issuer, the Trustee, the Trust Collateral Agent or the Owner Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (b) shall be construed to impose any liability as such on any of them or (c) shall be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others.

SECTION 12.16. State Business Licenses. The Servicer or the Certificateholder shall prepare and instruct the Trust to file each state business license (and any renewal thereof) required to be filed under applicable state law without further consent or instruction from the Instructing Party (as defined in the Trust Agreement), including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation.

SECTION 12.17. Regulation RR Risk Retention. AmeriCredit, as Sponsor, and the Depositor agree that (i) AmeriCredit will cause the Depositor to, and the Depositor will, retain the Residual Interest on the Closing Date and (ii) AmeriCredit will not permit the Depositor to, and the Depositor will not, sell, transfer, finance or hedge the Residual Interest except as permitted by Regulation RR.

 

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SECTION 12.18. Submission to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action relating to this Agreement, the Basic Documents or any other documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof;

(b) consents that any such action may be brought in such courts and waives any objection that it may now or hereafter have to the venue of such action in any such court or that such action was brought in an inconvenient court and agrees not to plead or claim the same; and

(c) waives, to the fullest extent permitted by law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement, the Basic Documents or the transactions contemplated hereby.

[Remainder of Page Intentionally Left Blank]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective duly authorized officers as of the day and the year first above written.

 

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2017-1
By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee on behalf of the Trust.
By:  

 

Name:  
Title:  
AFS SENSUB CORP.,
Seller,
By:  

 

Name:  
Title:  
AMERICREDIT FINANCIAL SERVICES, INC., as Servicer,
By:  

 

Name:  
Title:  

THE BANK OF NEW YORK MELLON,

not in its individual capacity but solely as Trust Collateral Agent

By:  

 

Name:  
Title:  

 

[Signature Page to Sale and Servicing Agreement]


SCHEDULE A

SCHEDULE OF RECEIVABLES

[See Attached]

 

SCH-A-1


Loan
Number
   Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
 
446313678      448120006         448245241         448360792         461442048         462050873         462143843         462211806         462269077         462323064         462381583         462450529         462512591         462564618         462617101         462673443         462726969         462782665         462839747         462894395   
447991183      448120048         448245290         448360818         461443715         462050915         462143850         462211814         462269101         462323098         462381591         462450578         462512617         462564626         462617150         462673450         462726977         462782715         462839754         462894403   
447991217      448120055         448245308         448360834         461444192         462050949         462143926         462211822         462269119         462323122         462381609         462450586         462512633         462564634         462617168         462673476         462727041         462782798         462839762         462894411   
447991233      448120071         448245316         448361246         461446734         462051053         462143934         462211954         462269127         462323205         462381633         462450750         462512690         462564790         462617192         462673625         462727058         462780859         462839788         462894528   
447991266      448120113         448245365         448361261         461448078         462051061         462143967         462211970         462269135         462323213         462381641         462450776         462512757         462564816         462617259         462673633         462727090         462780891         462839796         462894536   
447991290      448120162         448245472         448361279         461449332         462051145         462143975         462211988         462269150         462323221         462381658         462450792         462512781         462564840         462617267         462673658         462727165         462780909         462839804         462894544   
447991373      448120188         448245852         448361295         461456774         462051160         462144122         462212002         462269309         462323239         462381799         462450834         462510835         462564865         462617358         462673666         462727348         462780917         462839911         462894577   
447991399      448120246         448245860         448361311         461460420         462051194         462144189         462212010         462269317         462323247         462381823         462450859         462510843         462564873         462617366         462673674         462727397         462780933         462839929         462894593   
447991423      448120295         448245886         448361352         461462830         462051202         462144239         462212036         462269325         462323254         462381849         462450883         462510868         462564899         462617408         462673682         462727439         462780941         462839937         462894601   
447991456      448120543         448245977         448361691         461466104         462051327         462144247         462209677         462269333         462323379         462381864         462451147         462510918         462564972         462617416         462673864         462727447         462781139         462839945         462894767   
447991506      448120576         448245985         448361782         461466757         462051335         462144262         462209685         462269341         462323387         462381872         462451204         462510926         462564980         462617457         462673880         462727470         462781162         462839952         462894809   
447991548      448120667         448246025         448361790         461468753         462051343         462144304         462209693         462269358         462323395         462381898         462451220         462510934         462565003         462617465         462673906         462727496         462781170         462839960         462894817   
447991605      448120675         448241786         448361832         461477788         462051350         462144601         462209750         462269481         462323403         462382110         462451238         462511122         462565011         462617739         462673930         462727652         462781204         462839978         462894825   
447991639      448120725         448241851         448361873         461478968         462051392         462144635         462209792         462269499         462323429         462382136         462451246         462511197         462565045         462617770         462673989         462727660         462781238         462839986         462894833   
447991688      448120774         448241869         448361881         461479099         462051400         462144668         462209800         462269507         462323437         462382144         462451279         462511213         462565052         462617804         462674003         462727702         462781253         462839994         462894882   
447991746      448121004         448241927         448362137         461493249         462051715         462144684         462210048         462269531         462323551         462382151         462451469         462511221         462565086         462617812         462674110         462727777         462781360         462840000         462895012   
447991779      448121137         448241976         448362160         461495145         462051749         462144742         462210055         462269556         462323569         462382169         462451477         462511239         462565102         462617820         462674151         462727819         462781394         462840018         462895020   
447991787      448121178         448241992         448362186         461495863         462051830         462144783         462210097         462269572         462323585         462382185         462451527         462511247         462565136         462617846         462674169         462727827         462781410         462840026         462895038   
447991795      448121186         448242396         448362202         461513368         462051848         462145137         462210105         462269622         462323593         462382292         462451568         462511437         462565169         462617960         462674177         462728031         462781451         462840158         462895046   
447991803      448121228         448242594         448362236         461516957         462051905         462145160         462210139         462269630         462323601         462382300         462451592         462511445         462565177         462617978         462674185         462728049         462781477         462840166         462895079   
447991845      448121244         448242628         448362251         461518433         462051921         462145210         462210147         462269655         462323619         462382318         462451634         462511460         462565243         462617986         462674193         462728056         462781519         462840190         462895103   
447991860      448121657         448242636         448362293         461526360         462052192         462145228         462210261         462269689         462323767         462382326         462451865         462511502         462565425         462618026         462674342         462728064         462781659         462840208         462893546   
447991944      448121723         448242735         448362319         461528150         462052226         462145293         462210279         462269697         462323791         462382342         462451873         462511510         462565433         462618042         462674359         462728106         462781667         462840216         462893553   
447991969      448121798         448242784         448362350         461529612         462052267         462145350         462210287         462269705         462323874         462382359         462451899         462511528         462565441         462618059         462674367         462728163         462781683         462840224         462893595   
447991977      448121996         448243063         448362376         461571663         462052275         462145723         462210295         462269853         462323932         462382482         462451931         462511726         462565466         462616376         462674391         462728395         462781733         462840380         462893603   
447992199      448122002         448243097         448362442         461576688         462052283         462145731         462210303         462269879         462323940         462382490         462452012         462511734         462565516         462616384         462674409         462728403         462781774         462840414         462893611   
447992215      448122010         448243121         448362475         461586372         462052291         462145863         462210311         462269887         462323965         462382508         462452061         462511767         462565532         462616392         462674433         462728437         462781790         462840430         462893629   
447992249      448122333         448243212         448362806         461593824         462052770         462145871         462210493         462269903         462322660         462382524         462452244         462511809         462565656         462616400         462674540         462728445         462781964         462840455         462893777   
447992314      448122424         448243287         448362822         461596231         462052796         462145913         462210501         462269937         462322686         462382557         462452251         462511817         462565664         462616418         462674557         462728536         462781998         462840463         462893785   
447992322      448122465         448243303         448362855         461597189         462052838         462145954         462210527         462269945         462322702         462382573         462452293         462511825         462565698         462616426         462674581         462728577         462782020         462840471         462893793   
447992371      448122507         448243659         448362863         461385593         462052861         462146309         462210576         462270091         462322710         462382813         462452368         462511965         462565706         462616509         462674599         462728700         462782046         462840596         462893819   
447992470      448122515         448243675         448362939         461386765         462052937         462146325         462210592         462270141         462322728         462382870         462452376         462511999         462565714         462616517         462674607         462728718         462782053         462840604         462893835   
447992488      448122556         448243824         448362988         461388282         462052978         462146366         462210618         462270174         462322736         462382888         462452442         462512021         462565722         462616541         462674615         462728734         462782079         462840612         462893868   
447992512      448122820         448243832         448363267         461389579         462053372         462146424         462211103         462270190         462322801         462382896         462452616         462512070         462565839         462616558         462674649         462728742         462782160         462840638         462894007   
447992520      448122887         448243865         448363275         461392961         462053414         462146432         462211111         462270224         462322819         462382946         462452640         462512138         462565847         462616566         462674656         462728759         462782228         462840646         462894015   
447992546      448122929         448243881         448363333         461393563         462053455         462146440         462211194         462270273         462322835         462383027         462452673         462512146         462565904         462616574         462674714         462728783         462782236         462840653         462894023   
447992595      448122952         448244194         448363390         461406803         462053489         462146713         462211202         462270471         462322843         462383035         462452756         462512286         462565953         462616657         462674755         462728908         462782244         462840760         462894056   
447992637      448122978         448244244         448363416         461407959         462053588         462146762         462211244         462270489         462322850         462383043         462452772         462512310         462565961         462616665         462674771         462728932         462782251         462840786         462894098   
447992645      448122986         448244285         448363432         461412561         462053604         462146770         462211269         462270505         462322868         462383068         462452780         462512328         462565979         462616707         462674821         462728965         462782277         462840810         462894106   
447992660      448123216         448244319         448363861         461418675         462053646         462146804         462211632         462270547         462322959         462383076         462453044         462512336         462566126         462616723         462675000         462728999         462782459         462840828         462894213   
447992785      448123265         448244343         448363903         461418873         462053679         462146812         462211657         462270554         462322967         462383092         462453051         462512344         462566134         462616749         462675018         462729005         462782483         462840836         462894239   
447992876      448123281         448244442         448364018         461419764         462053711         462146838         462211681         462270570         462322983         462383118         462453069         462512369         462566167         462616756         462675042         462729013         462782525         462840851         462894262   
447992884      448123356         448245035         448364034         461427502         462053786         462147125         462211715         462270661         462323007         462383274         462453077         462512500         462566241         462616970         462675059         462726829         462782533         462841032         462894288   
447992918      448123380         448245076         448364083         461432254         462053794         462147133         462211731         462270679         462323015         462383282         462453085         462512526         462566258         462617002         462675075         462726852         462782558         462841057         462894312   
447992926      448123588         448245134         448364117         461432536         462053844         462147182         462211749         462270687         462323023         462383308         462453101         462512534         462566316         462617010         462675083         462726886         462782574         462841065         462894320   
447993015      448123901         448245142         448364521         461440307         462054008         462147240         462211871         462270737         462323130         462383316         462450594         462512542         462566498         462617028         462675281         462726910         462782814         462841073         462894437   
447993031      448123968         448245159         448364554         461441131         462054016         462147299         462211905         462270752         462323155         462383324         462450610         462512567         462566506         462617044         462675299         462726936         462782889         462841081         462894460   
447993049      448123992         448245225         448364588         461441917         462054032         462147315         462211913         462270760         462323163         462383332         462450636         462512575         462566530         462617093         462675315         462726951         462782913         462841107         462894478   
447993098      448124032         448245530         448364596         461449480         462054081         462143983         462211921         462270877         462323171         462383431         462450669         462512807         462566548         462617275         462675323         462727207         462783010         462841255         462894486   
447993130      448124107         448245662         448364679         461450827         462054099         462143991         462211939         462270901         462323189         462383480         462450685         462512823         462566563         462617283         462675422         462727223         462783036         462841289         462894502   
447993148      448124131         448245704         448364760         461450967         462054115         462144007         462211947         462270919         462323197         462383506         462450701         462512856         462566597         462617291         462675430         462727231         462783044         462841305         462894510   
447993213      448120394         448245738         448365270         461451130         462054370         462144015         462212069         462270927         462323270         462383514         462450891         462512864         462566720         462617309         462675562         462727249         462783051         462841313         462894650   
447993221      448120402         448245746         448365312         461451361         462054412         462144056         462212127         462270935         462323296         462383522         462450958         462512872         462566753         462617325         462675596         462727280         462783085         462841321         462894676   
447993239      448120469         448245779         448365361         461455552         462054420         462144072         462212135         462270943         462323304         462383530         462450990         462512914         462566761         462617333         462675661         462727314         462783093         462841339         462894692   
447993254      448120493         448246074         448365379         461470726         462054479         462144361         462212150         462271057         462323312         462383704         462451022         462512922         462566779         462617564         462675679         462727538         462783101         462841453         462894734   
447993379      448120501         448246090         448365445         461473217         462054487         462144387         462212176         462271081         462323338         462383720         462451048         462512930         462566787         462617572         462675687         462727561         462783184         462841487         462894742   
447993387      448120527         448246181         448365452         461475758         462054529         462144403         462212184         462271107         462323361         462383738         462451089         462512948         462566803         462617622         462675711         462727603         462783200         462841495         462894759   
447993429      448120782         448246199         448365684         461476772         462054743         462144478         462212200         462271115         462323445         462383761         462451287         462513003         462566944         462617648         462675885         462727611         462783390         462841511         462894916   
447993494      448120790         448246223         448365718         461477168         462054776         462144486         462212242         462271123         462323478         462383779         462451303         462513110         462566977         462617671         462675893         462727629         462783408         462841529         462894924   
447993569      448120832         448246413         448365734         461477283         462054784         462144510         462212283         462271131         462323486         462383845         462451311         462513128         462567009         462617697         462675901         462727645         462783416         462841545         462894965   
447993635      448120857         448246421         448365759         461496937         462054818         462144841         462212291         462271271         462323502         462383977         462451360         462513250         462567017         462617879         462675927         462727843         462783457         462840034         462894973   
447993775      448120980         448246462         448365767         461498826         462054842         462144940         462212317         462271289         462323536         462383985         462451386         462513268         462567025         462617887         462675976         462727850         462783481         462840042         462894981   
447993833      448120998         448246504         448365809         461500738         462054867         462145061         462212325         462271313         462323544         462383993         462451394         462513342         462567033         462617895         462675984         462727876         462783531         462840059         462895004   

 


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447993916      448121285         448246736         448366088         461501454         462055062         462145079         462212457         462271321         462323627         462384009         462451659         462513375         462565342         462617903         462676206         462727967         462783739         462840067         462895129   
447993924      448121376         448246769         448366104         461504870         462055088         462145103         462212473         462271362         462323635         462384017         462451667         462513425         462565359         462617911         462676214         462727975         462783747         462840091         462895137   
447993957      448121392         448246827         448366138         461508558         462055104         462145111         462212481         462271388         462323643         462384025         462451741         462513433         462565383         462617945         462676255         462728023         462783796         462840117         462895186   
447993981      448121483         448247064         448366146         461532764         462055112         462145376         462212507         462269713         462323668         462384173         462451782         462513623         462565391         462618075         462676271         462728197         462783804         462840273         462895194   
447994096      448121566         448247171         448366179         461535106         462055146         462145509         462212515         462269747         462323726         462384223         462451816         462513698         462565409         462618083         462676289         462728247         462783853         462840281         462895228   
447994146      448121616         448247189         448366211         461540387         462055237         462145533         462212523         462269762         462323759         462384272         462451840         462513706         462565417         462618125         462676321         462728262         462783861         462840299         462895236   
447994153      448122119         448247205         448362525         461545592         462055427         462145632         462212671         462269788         462323999         462384298         462452103         462513722         462565540         462618158         462676602         462728320         462784026         462840307         462895244   
447994245      448122192         448247254         448362533         461547242         462055435         462145673         462212689         462269804         462324039         462384306         462452152         462513730         462565557         462618174         462676610         462728338         462784034         462840315         462895251   
447994377      448122200         448247312         448362566         461566788         462055476         462145715         462212713         462269820         462324062         462384330         462452178         462513748         462565599         462618182         462676628         462728379         462784042         462840356         462895301   
447994427      448122234         448247544         448362574         461597494         462055492         462145970         462212762         462269960         462324070         462384462         462452210         462513987         462565607         462618190         462676644         462728593         462784059         462840489         462895368   
447994476      448122259         448247585         448362665         461604696         462055500         462145988         462212770         462270026         462324104         462384504         462452228         462513995         462565615         462618232         462676669         462728627         462784075         462840505         462895376   
447994534      448122309         448247627         448362681         461608598         462055542         462146093         462212804         462270042         462324112         462384512         462452236         462514019         462565649         462618240         462676677         462728668         462784117         462840513         462895392   
447994609      448122580         448247684         448363002         461608945         462055633         462146119         462212911         462270059         462324153         462384520         462452483         462514027         462565730         462618299         462676859         462728676         462784257         462840521         462895525   
447994682      448122630         448247742         448363036         461611881         462055666         462146242         462212945         462270067         462324161         462384561         462452509         462514035         462565748         462618331         462676867         462728684         462784281         462840554         462895533   
447994799      448122648         448247759         448363150         461622268         462055674         462146283         462212994         462270083         462324237         462384579         462452517         462514134         462565763         462618372         462676883         462728692         462784307         462840562         462895558   
447994831      448122689         448247973         448363168         461622409         462055740         462146465         462213000         462270281         462324245         462384736         462452525         462514266         462565797         462618604         462676891         462728809         462784315         462840661         462895574   
447994872      448122770         448247981         448363184         461626830         462055799         462146549         462213018         462270380         462324252         462384744         462452574         462514282         462565805         462618620         462676958         462728817         462784323         462840679         462895590   
447994906      448122812         448248070         448363234         461627234         462055823         462146598         462213034         462270398         462324260         462384777         462452590         462514316         462565821         462618646         462676966         462728825         462784331         462840687         462895616   
447994930      448122994         448248187         448363481         461628661         462055971         462146614         462213208         462270430         462324377         462384785         462452798         462514357         462565987         462618679         462674839         462728833         462784521         462840695         462895715   
447994971      448123000         448248237         448363549         461631897         462055989         462146630         462213216         462270448         462324401         462384819         462452822         462514365         462565995         462618687         462674847         462728874         462784547         462840729         462895723   
447995010      448123018         448248245         448363556         461633125         462056029         462146689         462213240         462270455         462324427         462384827         462452855         462514373         462566001         462618695         462674854         462728890         462784588         462840737         462895756   
447995069      448123059         448248526         448363747         461666174         462056078         462146846         462213257         462270588         462324476         462383159         462452913         462514589         462566027         462618836         462674896         462729039         462784638         462840893         462895780   
447995085      448123133         448248534         448363770         461673295         462056144         462146853         462213273         462270596         462324492         462383209         462452939         462514647         462566043         462618877         462674912         462729047         462784646         462840901         462895806   
447995119      448123141         448248542         448363846         461682692         462056177         462146879         462213323         462270604         462324500         462383217         462453002         462514662         462566118         462618901         462674953         462729070         462784653         462840919         462895822   
447995150      448123638         448248559         448364265         461684383         462053869         462146887         462213547         462270612         462324682         462383225         462453168         462514688         462566324         462618927         462675109         462729096         462784794         462840927         462896010   
447995275      448123729         448248575         448364331         461686107         462053877         462146937         462213570         462270646         462324690         462383241         462453200         462514696         462566365         462618943         462675125         462729161         462784851         462840943         462896077   
447995317      448123737         448248625         448364364         461687105         462053885         462147067         462213596         462270653         462324740         462383266         462453259         462514712         462566423         462618976         462675141         462729179         462784901         462840968         462896093   
447995408      448123802         448248963         448364372         461765463         462053893         462147364         462213620         462270778         462324781         462383340         462453267         462514910         462566431         462619149         462675208         462729187         462784935         462841131         462896119   
447995416      448123810         448248989         448364422         461777799         462053976         462147372         462213646         462270786         462324815         462383357         462453291         462514951         462566449         462619180         462675224         462729203         462784950         462841180         462896168   
447995515      448123828         448249060         448364471         461832685         462053984         462147398         462213661         462270794         462324872         462383365         462453309         462514993         462566464         462619206         462675257         462729260         462784992         462841198         462896184   
447995572      448124149         448249078         448364778         461839136         462054172         462147406         462213786         462270802         462325143         462383381         462453317         462515073         462566639         462619214         462675463         462729278         462785189         462841206         462896317   
447995671      448124198         448249094         448364935         461976714         462054198         462147455         462213794         462270828         462325176         462383399         462453358         462515081         462566654         462619230         462675505         462729344         462785197         462841214         462896341   
447995739      448124222         448249128         448365015         461976722         462054206         462147463         462213836         462270844         462325184         462383407         462453366         462515107         462566670         462619255         462675513         462729351         462785205         462841248         462896358   
447995747      448124248         448249441         448365023         461976896         462054214         462147471         462213869         462270950         462325226         462383589         462453374         462515339         462566688         462619420         462675539         462729492         462785213         462841354         462896374   
447995754      448124255         448249466         448365056         461976904         462054289         462147505         462213927         462270976         462325234         462383597         462453382         462515347         462566704         462619438         462675547         462729526         462785239         462841396         462896382   
447995762      448124362         448249474         448365247         461976920         462054321         462147521         462213943         462270992         462325242         462383605         462453440         462515370         462566712         462619487         462675554         462729567         462785247         462841404         462896390   
447995911      448124370         448249490         448365486         461976946         462054578         462147554         462214057         462271024         462325382         462383613         462453663         462515446         462566829         462619495         462675729         462729583         462783218         462841412         462896499   
447995929      448124396         448249508         448365528         461977001         462054602         462147638         462214065         462271032         462325390         462383654         462453705         462515461         462566852         462619503         462675737         462729609         462783267         462841420         462896515   
447996018      448124412         448249516         448365551         461977035         462054610         462147646         462214115         462271040         462325440         462383688         462453713         462515479         462566860         462619545         462675752         462729633         462783291         462841438         462896523   
447996117      448124438         448249870         448365627         461977225         462054628         462147778         462214131         462271156         462325465         462383902         462453721         462513136         462566894         462619693         462675794         462729807         462783325         462841552         462896531   
447996174      448124545         448249896         448365650         461977241         462054636         462147786         462214156         462271164         462325499         462383928         462453754         462513144         462566910         462619727         462675802         462729864         462783341         462841586         462896549   
447996182      448124552         448249904         448365668         461977258         462054719         462147836         462214172         462271198         462325507         462383936         462453796         462513177         462566928         462619735         462675828         462729872         462783374         462841594         462896556   
447996224      448124990         448249938         448365858         461977266         462054883         462147869         462212358         462271214         462325648         462383944         462454026         462513201         462567041         462619743         462676057         462729880         462783549         462841602         462896655   
447996356      448125047         448249987         448365866         461977274         462054909         462147885         462212382         462271248         462325663         462383951         462454042         462513235         462567132         462619750         462676107         462729930         462783564         462841628         462896671   
447996463      448125138         448249995         448365908         461977282         462054917         462147901         462212390         462271263         462325705         462383969         462454083         462513243         462567165         462619776         462676115         462729948         462783580         462841636         462896713   
447996521      448125161         448246850         448366021         461977399         462054933         462148065         462212408         462271396         462325713         462384033         462454141         462513441         462567223         462619891         462676156         462730144         462783598         462841651         462896721   
447996646      448125203         448246868         448366047         461977407         462054966         462148081         462212424         462271404         462325747         462384058         462454208         462513474         462567231         462619917         462676164         462730177         462783614         462841669         462896762   
447996661      448125211         448246876         448366054         461977415         462055047         462148099         462212440         462271412         462325754         462384066         462454216         462513490         462567249         462619966         462676180         462730193         462783689         462841719         462896770   
447996679      448125575         448246918         448366286         461977480         462055252         462148107         462212531         462271438         462325945         462384074         462454505         462513540         462567256         462619974         462676354         462730201         462783887         462841735         462896929   
447996752      448125617         448246967         448366344         461977498         462055278         462148115         462212556         462271446         462325952         462384082         462454547         462513557         462567264         462619982         462676404         462730219         462783903         462841743         462896937   
447996810      448125641         448246991         448366377         461977530         462055302         462148123         462212572         462271453         462325960         462384108         462454554         462513565         462567272         462620014         462676420         462730235         462783911         462841750         462896960   
447996836      448125658         448247353         448366567         461977688         462055369         462148305         462212614         462271461         462326034         462384355         462454570         462513755         462567330         462620154         462676487         462730458         462783937         462841842         462896994   
447996901      448125773         448247379         448366690         461977720         462055385         462148313         462212648         462271495         462326042         462384363         462454638         462513763         462567348         462620196         462676495         462730474         462783952         462841867         462897000   
447996950      448125799         448247403         448366757         461977761         462055419         462148370         462212663         462271503         462326067         462384389         462454679         462513854         462567355         462620204         462676537         462730490         462783994         462841875         462897018   
447996968      448126029         448247429         448366773         461977795         462055559         462148388         462212820         462271529         462326281         462384413         462454836         462513920         462567538         462620212         462676701         462730524         462784125         462841909         462895400   
447996976      448126052         448247494         448366799         461977845         462055567         462148412         462212838         462271537         462326307         462384447         462454893         462513938         462567553         462620238         462676743         462730532         462784133         462841933         462895418   
447997081      448126110         448247510         448366815         461977860         462055575         462148446         462212846         462271594         462326315         462384454         462454901         462513953         462567579         462620246         462676784         462730557         462784174         462841941         462895442   
447997099      448126128         448247775         448366880         461978108         462055583         462148537         462212853         462271701         462326349         462384595         462454919         462514142         462567629         462618430         462676800         462730722         462784208         462842105         462895467   
447997180      448126193         448247783         448366898         461978116         462055591         462148545         462212861         462271719         462326364         462384652         462454927         462514183         462567637         462618455         462676818         462730755         462784224         462842121         462895475   
447997248      448126219         448247817         448366922         461978124         462055609         462148552         462212887         462271727         462326380         462384660         462454935         462514209         462567652         462618471         462676826         462730763         462784240         462842139         462895517   
447997297      448126490         448247825         448367136         461978157         462055849         462148560         462213059         462271735         462324286         462384678         462455197         462514217         462567827         462618505         462676982         462730805         462784356         462842147         462895624   
447997313      448126698         448247833         448367185         461978165         462055872         462148578         462213075         462271743         462324294         462384702         462455213         462514225         462567835         462618539         462677063         462730813         462784380         462842154         462895632   
447997644      448126722         448247924         448367219         461978173         462055880         462148602         462213133         462271776         462324328         462384710         462455239         462514258         462567850         462618562         462677071         462730839         462784406         462842170         462895640   

 


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447997693      448126730         448248286         448367276         461635245         462055906         462148685         462213141         462271891         462324336         462384835         462455262         462514381         462567876         462618711         462677196         462730995         462784463         462842261         462895657   
447997719      448126847         448248344         448367284         461637605         462055948         462148701         462213158         462271909         462324351         462384850         462455296         462514399         462567900         462618745         462677204         462731001         462784505         462842279         462895681   
447997735      448126854         448248385         448367326         461648271         462055963         462148719         462213190         462271925         462324369         462384868         462455387         462514431         462567991         462618760         462677246         462731027         462784513         462842287         462895699   
447997743      448127332         448248427         448367698         461651358         462056185         462148727         462213331         462271941         462324526         462384884         462455593         462514472         462568163         462618786         462677253         462731043         462784661         462842303         462895830   
447997917      448127514         448248468         448367805         461653685         462056243         462148735         462213372         462271990         462324542         462384892         462455619         462514530         462568171         462618794         462677261         462731076         462784695         462842329         462895889   
447997941      448127530         448248500         448367813         461665648         462056250         462148750         462213398         462272014         462324583         462384900         462455643         462514548         462568197         462618802         462677329         462731084         462784703         462842337         462895897   
447997958      448127589         448248815         448367912         461692824         462056276         462148875         462213430         462272113         462324633         462384918         462455684         462514738         462568205         462619008         462677410         462731209         462784737         462842469         462895905   
447997966      448127613         448248849         448367920         461694259         462056334         462148909         462213497         462272121         462324641         462384926         462455692         462514761         462568213         462619024         462677428         462731225         462784752         462842477         462895921   
447997974      448127639         448248872         448367979         461695017         462056342         462148933         462213539         462272139         462324666         462384934         462455726         462514787         462568239         462619032         462677451         462731241         462784760         462842485         462895996   
447997982      448128173         448248880         448368225         461707275         462056359         462148941         462213679         462272162         462324930         462384967         462455916         462514803         462568379         462619081         462677683         462731258         462785007         462842501         462896192   
447998006      448128207         448248922         448368266         461708067         462056383         462148958         462213729         462272170         462324955         462384991         462455932         462514852         462568395         462619115         462677691         462731290         462785056         462842535         462896200   
447998055      448128215         448248948         448368274         461736548         462056425         462148966         462213737         462272188         462325010         462385006         462455940         462514894         462568411         462619123         462677717         462731324         462785098         462842584         462896218   
447998071      448128280         448249219         448368357         461976755         462056433         462149147         462213752         462272345         462325085         462385154         462455957         462515180         462568437         462619263         462677725         462729401         462785106         462842758         462896234   
447998147      448128298         448249243         448368373         461976763         462056441         462149154         462213760         462272360         462325093         462385170         462455973         462515222         462568445         462619321         462677733         462729427         462785122         462842766         462896259   
447998220      448128306         448249276         448368464         461976805         462056474         462149162         462213778         462272386         462325101         462385204         462455981         462515255         462568478         462619339         462677758         462729435         462785171         462842790         462896291   
447998303      448128686         448249326         448368712         461976821         462056680         462149170         462213968         462272394         462325267         462385212         462453457         462515289         462568619         462619354         462677972         462729443         462785254         462842816         462896408   
447998345      448128744         448249334         448368738         461976839         462056698         462149188         462213976         462272410         462325275         462385253         462453499         462515305         462568635         462619362         462677998         462729468         462785270         462842824         462896416   
447998360      448128793         448249433         448368753         461976854         462056722         462149196         462214008         462272428         462325309         462385279         462453515         462515321         462568643         462619396         462678004         462729484         462785296         462842832         462896432   
447998709      448128884         448249532         448368795         461977050         462056748         462147653         462214016         462272550         462325325         462385394         462453531         462515511         462568700         462619552         462678012         462729641         462785338         462842956         462896440   
447998774      448128991         448249581         448368829         461977092         462056821         462147679         462214024         462272568         462325333         462385402         462453549         462515545         462568718         462619560         462678020         462729658         462785361         462843004         462896457   
447998824      448129023         448249599         448368860         461977118         462056862         462147703         462214040         462272576         462325374         462385410         462453622         462515560         462568726         462619586         462678061         462729674         462785437         462843012         462896481   
447998915      448124578         448249607         448369132         461977167         462057134         462147711         462214198         462272626         462325523         462385428         462453911         462515586         462568841         462619636         462678152         462729732         462785452         462843020         462896564   
447998956      448124644         448249656         448369157         461977175         462057183         462147737         462214214         462272667         462325556         462385444         462453929         462515610         462568866         462619644         462678186         462729781         462785486         462843038         462896572   
447999053      448124719         448249748         448369199         461977209         462057282         462147745         462214222         462272675         462325580         462385469         462453937         462515628         462568874         462619669         462678194         462729799         462785510         462843053         462896580   
447999343      448124735         448250035         448369314         461977324         462057308         462147943         462214230         462272824         462325598         462385626         462453952         462515651         462568882         462619792         462678202         462729955         462785544         462843186         462896598   
447999376      448124826         448250043         448369322         461977340         462057316         462147950         462214255         462272857         462325606         462385634         462454000         462515669         462568908         462619818         462678236         462729997         462785601         462843202         462896606   
447999483      448124974         448250092         448369421         461977357         462057332         462147968         462214289         462272873         462325614         462385642         462454018         462515677         462568924         462619826         462678251         462730029         462785619         462843210         462896630   
447999491      448125260         448250142         448369686         461977365         462057563         462147976         462214297         462272899         462325812         462385659         462454232         462515693         462569153         462619834         462678368         462730045         462785841         462843244         462896788   
447999541      448125369         448250209         448369769         461977373         462057589         462147992         462214305         462272923         462325846         462385717         462454273         462515743         462569195         462619867         462678384         462730052         462785874         462843251         462896796   
447999608      448125385         448250266         448369785         461977381         462057639         462148057         462214339         462272972         462325879         462385725         462454281         462515784         462569203         462619883         462678392         462730060         462785890         462843269         462896812   
447999996      448125401         448250282         448369801         461977555         462057704         462148156         462214347         462273236         462325911         462385899         462454331         462515925         462569286         462620048         462678434         462730250         462785916         462841768         462896846   
448000158      448125484         448250340         448369850         461977571         462057795         462148164         462214362         462273319         462325929         462385923         462454414         462515958         462569294         462620055         462678442         462730284         462785932         462841776         462896853   
448000265      448125526         448250357         448370031         461977621         462057811         462148172         462214404         462273343         462325937         462385949         462454448         462515966         462569310         462620097         462678467         462730318         462785965         462841792         462896879   
448000273      448125831         448250381         448370411         461977639         462058033         462148206         462214552         462273350         462326141         462385972         462454695         462516006         462567389         462620105         462678590         462730342         462786195         462841800         462897042   
448000315      448125856         448250431         448370510         461977654         462058058         462148222         462214560         462273376         462326158         462386004         462454703         462516048         462567397         462620121         462678608         462730391         462786229         462841818         462897091   
448000414      448125955         448250456         448370684         461977670         462058066         462148289         462214578         462273384         462326174         462386012         462454711         462516055         462567405         462620147         462678624         462730409         462786245         462841834         462897117   
448000851      448125989         448250738         448370692         461977886         462058082         462148453         462214586         462271602         462326208         462386103         462454729         462516162         462567413         462620253         462678657         462730581         462786252         462841958         462897125   
448000869      448126003         448250787         448370700         461977977         462058090         462148479         462214594         462271610         462326232         462386111         462454760         462516170         462567462         462620261         462678681         462730615         462786286         462841966         462897158   
448000901      448126011         448250803         448370726         461977985         462058108         462148487         462214628         462271644         462326240         462386137         462454810         462516196         462567512         462620279         462678699         462730623         462786344         462841982         462897190   
448000992      448126268         448250829         448366989         461978009         462058454         462148503         462214792         462271677         462326448         462386145         462454992         462516212         462567686         462620287         462678798         462730649         462786492         462841990         462897208   
448001024      448126276         448250845         448366997         461978017         462058470         462148511         462214800         462271685         462326455         462386160         462455064         462516238         462567744         462620295         462678806         462730680         462786526         462842006         462897216   
448001032      448126326         448250878         448367003         461978074         462058561         462148529         462214818         462271693         462326489         462386178         462455072         462516261         462567751         462620303         462678814         462730698         462786534         462842022         462897224   
448001339      448126375         448251132         448367029         461978181         462058603         462148610         462214826         462271784         462326505         462386277         462455080         462516337         462567769         462620311         462678822         462730847         462786617         462842188         462897232   
448001446      448126409         448251165         448367060         461978207         462058611         462148628         462214891         462271792         462326513         462386285         462455106         462516345         462567785         462620329         462678830         462730888         462786641         462842196         462897265   
448001503      448126417         448251173         448367094         461978215         462058678         462148636         462214909         462271800         462326539         462386327         462455171         462516352         462567801         462620345         462678855         462730920         462786658         462842212         462897273   
448001537      448126912         448251181         448367391         461978223         462058876         462148644         462215062         462271818         462326638         462386368         462455403         462516360         462568031         462620352         462678954         462730938         462786773         462842220         462897406   
448001552      448127035         448251298         448367516         461978231         462058926         462148669         462215112         462271842         462326653         462386384         462455445         462516378         462568064         462620360         462678962         462730953         462786799         462842238         462897463   
448001610      448127092         448251306         448367524         461978264         462058934         462148677         462215146         462271875         462326695         462386392         462455460         462516394         462568072         462620386         462678988         462730987         462786815         462842253         462897505   
448002071      448127118         448251710         448367557         461978272         462058967         462148768         462215161         462272022         462326703         462386491         462455478         462516584         462568080         462620535         462678996         462731092         462786831         462842352         462897513   
448002154      448127282         448251736         448367599         461978280         462059007         462148792         462215179         462272030         462326745         462386517         462455502         462516592         462568106         462620543         462679002         462731118         462786849         462842378         462897539   
448002170      448127316         448251892         448367649         461978330         462059023         462148826         462215203         462272048         462326760         462386533         462455585         462516626         462568114         462620550         462679010         462731134         462786864         462842402         462897562   
448002220      448127852         448251900         448367987         461978355         462059247         462148834         462215443         462272055         462326976         462386541         462455734         462516634         462568254         462620576         462677469         462731175         462787003         462842410         462897653   
448002279      448127894         448251926         448368084         461978363         462059254         462148842         462215542         462272097         462327008         462386574         462455775         462516642         462568262         462620584         462677493         462731183         462787037         462842428         462897661   
448002295      448127936         448252015         448368126         461978389         462059296         462148867         462215633         462272105         462327016         462386608         462455817         462516659         462568270         462620618         462677527         462731191         462787102         462842451         462897703   
448002907      448127985         448252205         448368142         461978728         462059312         462148982         462215658         462272212         462327040         462385014         462455882         462516733         462568296         462620733         462677634         462731340         462787243         462842618         462897729   
448002964      448128066         448252221         448368183         461978751         462059361         462148990         462215666         462272220         462327065         462385030         462455890         462516741         462568320         462620741         462677667         462731381         462787268         462842659         462897752   
448003012      448128140         448252312         448368217         461978785         462059387         462149006         462215690         462272238         462327073         462385048         462455908         462516758         462568361         462620766         462677675         462731423         462787334         462842691         462897760   
448003087      448128314         448252411         448368472         461978801         462056516         462149055         462215898         462272253         462327214         462385089         462456005         462516766         462568494         462620782         462677766         462731480         462787433         462842709         462897927   
448003137      448128348         448252437         448368498         461978827         462056524         462149097         462215963         462272311         462327222         462385105         462456013         462516774         462568502         462620808         462677790         462731498         462787441         462842725         462897943   
448003178      448128421         448252452         448368563         461978835         462056565         462149139         462215989         462272329         462327255         462385147         462456021         462516782         462568528         462620824         462677840         462731522         462787466         462842741         462897976   
447998410      448128512         448252817         448368589         461978991         462056631         462149204         462216011         462272436         462327271         462385287         462456039         462516881         462568577         462620980         462677857         462731548         462787474         462842840         462897992   
447998451      448128553         448252858         448368597         461979023         462056649         462149212         462216037         462272469         462327289         462385295         462456062         462516899         462568585         462620998         462677907         462731563         462787482         462842865         462898016   
447998469      448128645         448252866         448368639         461979056         462056664         462149220         462216045         462272493         462327370         462385337         462456070         462516907         462568593         462621012         462677923         462731589         462787490         462842899         462898032   

 


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447998493      448129056         448252908         448368878         461979064         462056870         462149238         462216201         462272501         462327693         462385345         462456088         462516949         462568742         462621038         462678079         462731597         462787748         462842915         462898131   
447998535      448129064         448252957         448368894         461979072         462056938         462149261         462216219         462272527         462327768         462385360         462456096         462516956         462568759         462621061         462678095         462731613         462787755         462842923         462898149   
447998626      448129163         448252973         448368902         461979080         462056961         462149295         462216235         462272543         462327776         462385386         462456104         462516964         462568791         462621079         462678103         462731621         462787763         462842931         462898156   
447999079      448129213         448253393         448369009         461979247         462057092         462149345         462216243         462272683         462327784         462385477         462456120         462517053         462568809         462621178         462678129         462731753         462787771         462843079         462898164   
447999129      448129239         448253450         448369082         461979288         462057118         462149352         462216250         462272709         462327891         462385485         462456138         462517061         462568817         462621194         462678137         462731761         462787789         462843087         462898172   
447999137      448129270         448253468         448369124         461979312         462057126         462149394         462216276         462272733         462327909         462385519         462456146         462517079         462568825         462621210         462678145         462731779         462787797         462843095         462898206   
447999145      448129312         448253492         448369488         461979346         462057373         462149410         462216433         462272741         462328089         462385576         462456245         462517087         462568965         462621251         462678277         462731795         462785643         462843103         462898347   
447999236      448129403         448253625         448369496         461979361         462057399         462149436         462216458         462272758         462328097         462385592         462456252         462517095         462568973         462621277         462678293         462731811         462785676         462843111         462898370   
447999285      448129445         448253633         448369512         461979379         462057407         462149451         462216466         462272790         462328105         462385618         462456260         462517137         462568981         462621301         462678301         462731845         462785700         462843160         462898388   
447999616      448129510         448253906         448369553         461979445         462057456         462149626         462216490         462273053         462328147         462385758         462456286         462515800         462569021         462621517         462678335         462731993         462785726         462843285         462898396   
447999855      448129619         448253930         448369595         461979460         462057548         462149634         462216557         462273111         462328154         462385774         462456294         462515834         462569039         462621533         462678343         462732058         462785775         462843327         462898420   
447999871      448129726         448254011         448369629         461979494         462057555         462149659         462216573         462273129         462328170         462385808         462456328         462515842         462569096         462621558         462678350         462732066         462785791         462843335         462898446   
447999905      448130161         448254052         448370189         461979502         462057829         462149675         462214412         462273152         462328576         462385816         462456427         462515875         462569328         462621566         462678525         462732074         462785973         462843343         462898610   
447999970      448130237         448254086         448370270         461979510         462057845         462149683         462214420         462273178         462328584         462385832         462456435         462515891         462569351         462621574         462678533         462732116         462786021         462843368         462898628   
447999988      448130260         448254144         448370304         461979544         462057910         462149709         462214438         462273210         462328600         462385881         462456443         462515917         462569377         462621590         462678541         462732173         462786062         462843376         462898644   
448000539      448130278         448250464         448370353         461979668         462057993         462149782         462214495         462273400         462328667         462386020         462456450         462516071         462569401         462621699         462678558         462732298         462786096         462843392         462898669   
448000604      448130286         448250597         448370379         461979718         462058017         462149790         462214511         462273426         462328683         462386038         462456468         462516089         462569518         462621731         462678566         462732355         462786112         462843426         462898693   
448000620      448130344         448250639         448370395         461979726         462058025         462149808         462214537         462273459         462328709         462386046         462456484         462516105         462569542         462621749         462678574         462732405         462786179         462843434         462898727   
448000752      448130997         448250670         448370734         461979783         462058124         462149873         462214651         462273467         462328881         462386061         462456583         462516113         462569575         462621764         462678707         462732421         462786351         462843517         462898800   
448000778      448131094         448250712         448370767         461979791         462058223         462149931         462214669         462273509         462328907         462386087         462456591         462516121         462569583         462621772         462678723         462732447         462786377         462843566         462898826   
448000802      448131102         448250720         448370932         461979825         462058314         462149964         462214677         462273558         462328931         462386095         462456609         462516147         462569617         462621780         462678731         462732470         462786385         462843574         462898859   
448001099      448131136         448250910         448370940         461979916         462058355         462150095         462214727         462273566         462328949         462386194         462456617         462516279         462569641         462621905         462678749         462732637         462786401         462843772         462898867   
448001107      448131250         448250969         448371088         461979924         462058405         462150103         462214743         462273574         462328956         462386210         462456625         462516287         462569674         462621939         462678756         462732660         462786419         462843780         462898883   
448001164      448131268         448250977         448371104         461979932         462058421         462150228         462214784         462273608         462328980         462386228         462456633         462516295         462569690         462621970         462678772         462732678         462786450         462843814         462898917   
448001180      448131524         448250993         448371146         461979957         462058686         462150269         462214933         462273624         462329095         462386244         462456724         462516303         462569872         462621996         462678863         462732686         462786666         462843822         462897307   
448001198      448131540         448251017         448371161         461979973         462058751         462150277         462214958         462273681         462329103         462386251         462456732         462516311         462569880         462622010         462678897         462732694         462786674         462843830         462897323   
448001305      448131557         448251124         448371187         461979981         462058777         462150301         462214990         462273699         462329111         462386269         462456740         462516329         462569898         462622028         462678905         462732702         462786682         462843905         462897349   
448001628      448131607         448251397         448371195         461980237         462058843         462150491         462215013         462273848         462329129         462386400         462456757         462516402         462569906         462620410         462678913         462732843         462786708         462844010         462897364   
448001644      448131656         448251439         448371229         461980278         462058850         462150525         462215039         462273855         462329137         462386426         462456765         462516436         462569914         462620428         462678939         462732850         462786740         462844036         462897380   
448001669      448131672         448251462         448371302         461980302         462058868         462150558         462215054         462273871         462329152         462386434         462456773         462516444         462569948         462620444         462678947         462732884         462786757         462844044         462897398   
448001701      448132084         448251538         448371526         461980419         462059064         462150574         462215229         462273954         462326828         462386442         462456906         462516451         462570177         462620493         462679028         462732967         462786872         462844077         462897570   
448001818      448132258         448251595         448371559         461980427         462059080         462150632         462215245         462273962         462326869         462386459         462456914         462516485         462570243         462620519         462679044         462733049         462786898         462844085         462897596   
448001834      448132274         448251645         448371625         461980484         462059155         462150681         462215252         462273988         462326901         462386467         462456922         462516550         462570250         462620527         462679069         462733056         462786906         462844101         462897604   
448002378      448132357         448252023         448371658         461978397         462059163         462151184         462215260         462274135         462326919         462386624         462456930         462516667         462570276         462620626         462679077         462733213         462786914         462844234         462897620   
448002519      448132373         448252056         448371666         461978496         462059213         462151234         462215294         462274200         462326943         462386632         462456948         462516675         462570292         462620667         462679085         462733221         462786971         462844242         462897638   
448002618      448132399         448252072         448371682         461978512         462059239         462151242         462215310         462274226         462326950         462386640         462456955         462516683         462570300         462620675         462679101         462733239         462786997         462844259         462897646   
448002691      448132738         448252122         448372011         461978579         462059403         462151283         462215740         462274259         462327099         462386657         462457029         462516691         462570490         462620683         462679150         462733247         462787359         462844283         462897778   
448002709      448132746         448252130         448372094         461978603         462059411         462151291         462215765         462274283         462327107         462386681         462457037         462516709         462570532         462620717         462679192         462733296         462787375         462844309         462897786   
448002782      448132811         448252189         448372102         461978710         462059452         462151309         462215799         462274325         462327115         462386707         462457052         462516717         462570557         462620725         462679200         462733304         462787383         462844317         462897828   
448003186      448132902         448252494         448372128         461978843         462059494         462151515         462215807         462274556         462327123         462386723         462457086         462516790         462570573         462620832         462679226         462733437         462787391         462844465         462897869   
448003228      448132969         448252502         448372144         461978900         462059502         462151523         462215815         462274564         462327172         462386731         462457094         462516808         462570599         462620865         462679234         462733445         462787417         462844473         462897877   
448003244      448133017         448252544         448372185         461978926         462059551         462151572         462215856         462274572         462327198         462386764         462457102         462516816         462570615         462620907         462679242         462733452         462787425         462844523         462897893   
448003277      448133462         448252593         448372458         461978942         462059569         462151655         462216086         462274580         462327446         462386772         462457185         462516832         462570854         462620923         462679358         462733478         462787532         462844531         462898057   
448003384      448133488         448252700         448372490         461978967         462059593         462151689         462216102         462274606         462327487         462386780         462457193         462516857         462570862         462620931         462679366         462733486         462787540         462844564         462898073   
448003467      448133561         448252809         448372524         461978975         462059635         462151739         462216110         462274614         462327503         462386798         462457219         462516873         462570896         462620949         462679382         462733536         462787565         462844606         462898081   
448003509      448133579         448253013         448372540         461979098         462059700         462151911         462216144         462274762         462327529         462386921         462457227         462516972         462570904         462621087         462679424         462731639         462787672         462844705         462898107   
448003533      448133587         448253047         448372615         461979122         462059718         462151945         462216169         462274796         462327610         462386954         462457243         462516980         462570920         462621095         462679432         462731654         462787722         462844721         462898115   
448003541      448133629         448253054         448372789         461979130         462059734         462151952         462216193         462274812         462327636         462386970         462457250         462517004         462570938         462621111         462679440         462731670         462787730         462844739         462898123   
448003616      448134098         448253088         448373209         461979148         462059940         462151978         462216284         462274879         462327925         462386988         462456161         462517012         462571043         462621129         462679531         462731688         462787805         462844754         462898230   
448003863      448134163         448253211         448373258         461979189         462059957         462152018         462216292         462274952         462327958         462386996         462456187         462517020         462571068         462621137         462679549         462731712         462787854         462844762         462898255   
448003871      448134239         448253229         448373266         461979205         462059999         462152026         462216300         462274960         462327966         462387002         462456195         462517046         462571076         462621160         462679556         462731746         462787896         462844770         462898289   
448004341      448134254         448253641         448373274         461979387         462060005         462149485         462216318         462275082         462327982         462387085         462456203         462517152         462571084         462621319         462679564         462731860         462788050         462844903         462898297   
448004390      448134361         448253799         448373290         461979395         462060013         462149493         462216375         462275090         462328030         462387119         462456229         462517160         462571126         462621350         462679572         462731894         462788076         462844929         462898313   
448004465      448134387         448253831         448373431         461979403         462060021         462149501         462216391         462275108         462328063         462387127         462456237         462517178         462571134         462621376         462679580         462731928         462788084         462844937         462898321   
448004523      448129767         448253849         448373696         461979411         462060435         462149519         462216607         462275116         462328204         462387135         462456344         462517194         462571282         462621426         462679689         462731936         462788118         462844952         462898479   
448004598      448129775         448253872         448373712         461979429         462060443         462149584         462216623         462275124         462328212         462387143         462456351         462517202         462571332         462621483         462679697         462731969         462788167         462844978         462898487   
448004663      448129809         448253880         448373779         461979437         462060468         462149618         462216664         462275165         462328238         462387150         462456369         462517228         462571365         462621491         462679705         462731977         462788191         462844986         462898537   
448005405      448129965         448254177         448373795         461979551         462060500         462149717         462216680         462275330         462328386         462387226         462456385         462517236         462571407         462621608         462679713         462732181         462788258         462845090         462898552   
448005421      448129981         448254193         448373829         461979569         462060518         462149725         462216730         462275363         462328394         462387291         462456393         462517251         462571415         462621632         462679721         462732215         462788274         462845108         462898586   
448005447      448130054         448254292         448373845         461979619         462060526         462149733         462216748         462275439         462328444         462387317         462456419         462517269         462571423         462621640         462679739         462732231         462788290         462845132         462898594   
448005579      448130534         448254367         448374207         461979635         462060872         462149758         462216763         462275454         462328725         462387333         462456492         462517277         462571589         462621657         462679838         462732249         462788472         462845157         462898735   
448005611      448130567         448254375         448374223         461979643         462060898         462149766         462216789         462275462         462328758         462387358         462456500         462517293         462571597         462621665         462679846         462732272         462788514         462845223         462898743   
448005645      448130575         448254433         448374256         461979650         462060922         462149774         462216797         462275470         462328782         462387366         462456518         462517327         462571605         462621673         462679853         462732280         462788530         462845249         462898750   

 


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448006197      448130617         448254490         448374298         461979833         462060963         462149980         462216813         462275579         462328832         462387531         462456526         462517442         462571613         462621798         462679861         462732488         462788613         462843582         462898768   
448006254      448130633         448254508         448374371         461979841         462061003         462149998         462216847         462275611         462328840         462387556         462456534         462517459         462571621         462621830         462679887         462732546         462788621         462843608         462898784   
448006312      448130948         448254532         448374454         461979866         462061102         462150012         462216854         462275629         462328865         462387572         462456575         462517467         462571639         462621848         462679895         462732595         462788639         462843632         462898792   
448006395      448131284         448254623         448374868         461979874         462061359         462150020         462216953         462275637         462329004         462387580         462456658         462517475         462569716         462621871         462679986         462732603         462788837         462843657         462898925   
448006403      448131292         448254771         448374983         461979882         462061417         462150038         462216995         462275645         462329020         462387598         462456666         462517483         462569724         462621889         462679994         462732611         462788944         462843673         462898941   
448006452      448131326         448254789         448375048         461979908         462061474         462150053         462217019         462275660         462329038         462387606         462456674         462517491         462569740         462621897         462680000         462732629         462788951         462843723         462898974   
448006767      448131391         448255091         448375105         461979999         462061482         462150376         462217027         462273749         462329046         462387879         462456682         462517574         462569781         462622036         462680026         462732710         462789058         462843913         462898982   
448006965      448131466         448255117         448375147         461980013         462061490         462150392         462217043         462273756         462329061         462387895         462456708         462517582         462569807         462622044         462680034         462732728         462789082         462843921         462899063   
448006973      448131474         448255141         448375238         461980096         462061615         462150400         462217050         462273806         462329087         462387994         462456716         462517590         462569831         462622051         462680042         462732736         462789108         462843954         462899097   
448007005      448131706         448255158         448371393         461980146         462061862         462150426         462217142         462273814         462329160         462388034         462456781         462517608         462570003         462622069         462680141         462732785         462789215         462843962         462899105   
448007054      448131730         448255166         448371427         461980153         462061888         462150434         462217159         462273822         462329210         462388042         462456807         462517616         462570011         462622085         462680158         462732801         462789256         462843988         462899139   
448007120      448131821         448255182         448371435         461980211         462061896         462150459         462217183         462273830         462329244         462388059         462456849         462517624         462570029         462622093         462680166         462732819         462789264         462844002         462899162   
448007443      448131854         448255430         448371484         461980500         462061904         462150814         462217191         462274002         462329269         462388299         462456864         462517707         462570045         462622119         462680174         462733064         462789272         462844119         462899188   
448007773      448131896         448255471         448371500         461980526         462061979         462150962         462217217         462274028         462329293         462388331         462456872         462517715         462570078         462622127         462680182         462733072         462789355         462844127         462899196   
448007823      448132068         448255521         448371518         461980567         462062001         462151036         462217225         462274051         462329335         462388349         462456898         462517723         462570144         462622143         462680208         462733130         462789371         462844143         462899220   
448007864      448132407         448255562         448371708         461980575         462062381         462151085         462217365         462274069         462329350         462388406         462456963         462517731         462570342         462622150         462680299         462733155         462789546         462844150         462899352   
448007898      448132472         448255612         448371724         461980609         462062423         462151150         462217373         462274119         462329368         462388497         462456971         462517749         462570375         462622176         462680307         462733163         462789629         462844168         462899378   
448007906      448132514         448255661         448371773         461980716         462062472         462151168         462217381         462274127         462329426         462388513         462456989         462517756         462570409         462622184         462680315         462733197         462789637         462844184         462899386   
448008433      448132522         448255869         448371815         461980732         462062498         462151333         462217415         462274341         462329442         462388729         462456997         462517830         462570417         462622283         462680323         462733346         462789678         462844325         462899394   
448008458      448132662         448255901         448371823         461980757         462062530         462151341         462217423         462274358         462329467         462388752         462457003         462517889         462570441         462622291         462680331         462733361         462789728         462844374         462899402   
448008466      448132720         448255927         448371849         461980773         462062555         462151358         462217431         462274374         462329475         462388786         462457011         462517913         462570458         462622309         462680364         462733387         462789736         462844382         462899410   
448008649      448133058         448256057         448372243         461980799         462062746         462151408         462217530         462274416         462329608         462388828         462457110         462517947         462570649         462622317         462679283         462733395         462789983         462844390         462899543   
448008680      448133074         448256107         448372276         461980906         462062779         462151416         462217555         462274531         462329616         462388844         462457136         462517954         462570664         462622333         462679291         462733403         462790031         462844408         462899550   
448008755      448133132         448256131         448372284         461980914         462062795         462151432         462217563         462274549         462329624         462388851         462457144         462517970         462570730         462622341         462679309         462733411         462790064         462844432         462899576   
448009035      448133207         448256339         448372326         461981078         462062811         462151747         462217571         462274622         462329632         462386814         462457151         462518200         462570771         462622481         462679317         462733585         462790072         462844614         462899584   
448009076      448133231         448256370         448372409         461981094         462062837         462151770         462217589         462274648         462329657         462386830         462457169         462518226         462570797         462622499         462679333         462733619         462790080         462844622         462899592   
448009084      448133355         448256461         448372417         461981144         462062894         462151812         462217597         462274655         462329665         462386848         462457177         462518242         462570839         462622507         462679341         462733668         462790098         462844655         462899600   
448009092      448133660         448256479         448372797         461981177         462059759         462151820         462217746         462274713         462329749         462386855         462457268         462518267         462570953         462622549         462679465         462733700         462790510         462844671         462899790   
448009225      448133686         448256495         448372862         461981193         462059767         462151853         462217753         462274721         462329822         462386897         462457276         462518275         462570987         462622556         462679473         462733718         462790536         462844689         462899832   
448009266      448133850         448256537         448372920         461981201         462059775         462151895         462217761         462274739         462329830         462386905         462457284         462518283         462570995         462622572         462679481         462733726         462790585         462844697         462899865   
448003897      448133900         448256743         448373001         461981409         462059833         462152042         462217779         462274986         462329855         462387010         462457292         462518432         462571019         462622655         462679499         462733734         462790593         462844788         462899881   
448003954      448134023         448256776         448373084         461981417         462059874         462152059         462217787         462274994         462329863         462387028         462457300         462518440         462571027         462622663         462679507         462733809         462790668         462844804         462899907   
448003988      448134080         448256834         448373159         461981425         462059916         462152133         462217795         462275009         462329889         462387036         462457318         462518465         462571035         462622689         462679515         462733841         462790676         462844812         462899915   
448004028      448134403         448256859         448373464         461981441         462060062         462152166         462217894         462275017         462330085         462387044         462457326         462518473         462571142         462622705         462679606         462733874         462790817         462844846         462900044   
448004200      448134494         448256933         448373548         461981458         462060161         462152182         462217902         462275025         462330101         462387051         462457334         462518499         462571167         462622713         462679622         462733890         462790932         462844861         462900051   
448004291      448134528         448256941         448373571         461981474         462060286         462152240         462217910         462275041         462330127         462387069         462457342         462518531         462571233         462622721         462679630         462733916         462790940         462844895         462900093   
448004689      448134643         448257352         448373639         461981623         462060302         462152299         462217993         462275199         462330135         462387168         462457359         462518713         462571241         462622861         462679648         462734096         462790981         462845009         462900119   
448004804      448134668         448257428         448373662         461981649         462060351         462152307         462218009         462275207         462330200         462387176         462457383         462518747         462571258         462622879         462679655         462734112         462791039         462845017         462900127   
448005025      448134700         448257444         448373670         461981664         462060401         462152430         462218017         462275215         462330218         462387184         462457417         462518796         462571266         462622911         462679663         462734146         462791062         462845033         462900150   
448005249      448134775         448257469         448373944         461981714         462060575         462152455         462218116         462275272         462330531         462387192         462457755         462518846         462571431         462622945         462679747         462734203         462788308         462845041         462900275   
448005264      448134791         448257535         448373977         461981763         462060625         462152463         462218132         462275298         462330655         462387200         462457771         462518887         462571456         462622986         462679762         462734211         462788316         462845058         462900325   
448005280      448134817         448257568         448374041         461981789         462060641         462152547         462218140         462275306         462330671         462387218         462457805         462518895         462571464         462623000         462679788         462734245         462788357         462845074         462900333   
448005694      448134841         448257725         448374082         461982092         462060708         462152828         462218165         462275488         462330713         462387424         462457813         462517368         462571506         462623166         462679804         462734377         462788415         462845322         462900341   
448005850      448134866         448257808         448374157         461982126         462060773         462152844         462218173         462275496         462330762         462387457         462457839         462517376         462571522         462623182         462679812         462734393         462788423         462845330         462900358   
448005959      448134916         448257816         448374173         461982142         462060807         462152893         462218181         462275520         462330788         462387473         462457870         462517384         462571555         462623190         462679820         462734419         462788449         462845348         462900366   
448005967      448135038         448257832         448374496         461982217         462061144         462152919         462216862         462275546         462330911         462387507         462458118         462517392         462571654         462623208         462679903         462734450         462788647         462845355         462900499   
448005991      448135236         448257857         448374512         461982225         462061193         462152950         462216888         462275553         462330937         462387515         462458126         462517400         462571662         462623232         462679911         462734468         462788670         462845363         462900507   
448006098      448135277         448257865         448374520         461982258         462061219         462152968         462216896         462275561         462330960         462387523         462458134         462517434         462571670         462623265         462679929         462734484         462788720         462845389         462900515   
448006460      448135335         448254888         448374645         461982605         462061235         462153263         462216904         462275686         462330978         462387614         462458142         462517509         462571696         462623422         462679952         462734641         462788738         462845397         462900531   
448006551      448135392         448254896         448374686         461982639         462061268         462153271         462216920         462275694         462331018         462387622         462458167         462517517         462571704         462623463         462679960         462734666         462788746         462845405         462900549   
448006601      448135558         448254987         448374850         461982662         462061276         462153313         462216938         462275736         462331026         462387671         462458183         462517525         462571712         462623513         462679978         462734674         462788829         462845447         462900556   
448006676      448135855         448254995         448375287         461982688         462061623         462153347         462217068         462275751         462331182         462387788         462458399         462517533         462571746         462623539         462680059         462734690         462789132         462845454         462900713   
448006684      448135863         448255034         448375303         461982704         462061698         462153388         462217076         462275769         462331190         462387796         462458415         462517541         462571753         462623562         462680075         462734724         462789140         462845488         462900721   
448006718      448135871         448255075         448375360         461982761         462061714         462153404         462217084         462275777         462331232         462387861         462458449         462517566         462571779         462623596         462680083         462734732         462789165         462845504         462900739   
448007161      448135954         448255190         448375394         461982969         462061789         462153602         462217092         462275801         462331240         462388166         462458514         462517632         462571787         462623745         462680109         462734955         462789173         462845702         462900747   
448007286      448135970         448255349         448375428         461983025         462061813         462153610         462217100         462275835         462331257         462388174         462458548         462517640         462571795         462623778         462680117         462734963         462789199         462845751         462900754   
448007302      448135988         448255364         448375485         461983082         462061821         462153651         462217126         462275850         462331273         462388216         462458571         462517665         462571811         462623786         462680133         462734971         462789207         462845777         462900762   
448007336      448136465         448255380         448375543         461983124         462062027         462153685         462217266         462275868         462331406         462388232         462458795         462517673         462571936         462623794         462680224         462734989         462789397         462845785         462899261   
448007393      448136473         448255398         448375550         461983132         462062035         462153735         462217282         462275876         462331414         462388257         462458910         462517681         462571944         462623802         462680232         462735002         462789405         462845793         462899287   
448007435      448136689         448255414         448375576         461983140         462062043         462153776         462217308         462275884         462331422         462388273         462458928         462517699         462571951         462623828         462680257         462735028         462789447         462845819         462899303   
448007948      448136697         448255695         448375659         461983314         462062076         462153941         462217316         462276023         462331463         462388521         462458936         462517764         462571969         462622192         462680265         462735176         462789470         462845983         462899311   
448007997      448136705         448255729         448375667         461983348         462062167         462153990         462217332         462276031         462331471         462388547         462458951         462517772         462571977         462622200         462680273         462735184         462789520         462845991         462899329   
448008235      448136796         448255786         448375675         461983363         462062183         462154048         462217340         462276064         462331489         462388562         462458977         462517780         462571985         462622218         462680281         462735218         462789538         462846015         462899337   

 


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448008318      448137158         448255810         448375931         461983405         462062613         462154063         462217449         462276072         462329525         462388596         462459207         462517798         462572066         462622226         462680372         462735234         462789751         462846056         462899428   
448008391      448137174         448255836         448375949         461983439         462062621         462154071         462217456         462276080         462329533         462388638         462459249         462517806         462572082         462622242         462680380         462735259         462789785         462846098         462899451   
448008417      448137182         448255844         448375964         461983447         462062654         462154105         462217464         462276114         462329541         462388661         462459272         462517814         462572090         462622267         462680398         462735275         462789793         462846130         462899477   
448008797      448137216         448256149         448375998         461980922         462062662         462154220         462217506         462276254         462329558         462388869         462459298         462517988         462572108         462622374         462680406         462735424         462789843         462846379         462899501   
448008862      448137257         448256198         448376020         461980930         462062670         462154238         462217514         462276270         462329574         462388877         462459306         462518119         462572124         462622390         462680414         462735432         462789918         462846387         462899527   
448008920      448137265         448256214         448376087         461980955         462062712         462154253         462217522         462276288         462329590         462388893         462459314         462518143         462572132         462622432         462680422         462735440         462789967         462846395         462899535   
448008961      448137638         448256230         448376509         461980997         462062910         462154261         462217605         462276304         462329681         462388901         462459629         462518150         462572249         462622440         462680463         462735457         462790262         462846403         462899618   
448008987      448137695         448256255         448376517         461981029         462062951         462154279         462217647         462276312         462329699         462388935         462459637         462518168         462572256         462622457         462680497         462735507         462790320         462846429         462899675   
448009027      448137729         448256289         448376558         461981052         462062985         462154303         462217654         462276338         462329707         462388984         462459678         462518192         462572264         462622473         462680513         462735515         462790338         462846437         462899683   
448009316      448137745         448256545         448376624         461981227         462063058         462154618         462217688         462276445         462329715         462389024         462459694         462518291         462572280         462622598         462680554         462735606         462790387         462846551         462899758   
448009324      448137794         448256552         448376640         461981326         462063066         462154642         462217704         462276460         462329723         462389032         462459710         462518333         462572306         462622606         462680588         462735663         462790403         462846585         462899766   
448009332      448137844         448256586         448376657         461981334         462063074         462154659         462217738         462276494         462329731         462389065         462459736         462518358         462572314         462622614         462680596         462735671         462790502         462846619         462899774   
448009357      448138180         448256594         448376988         461981342         462063090         462154667         462217803         462276528         462329905         462389073         462459942         462518366         462572405         462622622         462680778         462735689         462790718         462846643         462899923   
448009365      448138206         448256644         448377051         461981367         462063181         462154709         462217811         462276544         462329921         462389099         462459959         462518416         462572413         462622630         462680794         462735697         462790734         462846650         462899931   
448009449      448138339         448256735         448377077         461981383         462063199         462154717         462217837         462276601         462329962         462389107         462459975         462518424         462572447         462622648         462680810         462735705         462790767         462846668         462899956   
448009597      448138412         448256974         448377101         461981490         462063264         462154881         462217845         462276676         462330044         462389313         462459983         462518556         462572454         462622739         462680869         462733924         462790775         462846825         462899964   
448009738      448138438         448256990         448377176         461981557         462063298         462154956         462217878         462276692         462330051         462389339         462460007         462518606         462572462         462622747         462680877         462733932         462790791         462846833         462899972   
448009936      448138586         448257014         448377192         461981565         462063314         462154998         462217886         462276700         462330069         462389370         462460023         462518614         462572488         462622796         462680893         462733957         462790809         462846858         462899998   
448009944      448138800         448257097         448377283         461981573         462063603         462155003         462218041         462276726         462330242         462389396         462457441         462518648         462572587         462622820         462681073         462733973         462791088         462846882         462900168   
448010025      448138842         448257154         448377291         461981581         462063629         462155045         462218066         462276734         462330259         462389404         462457532         462518655         462572595         462622846         462681115         462734005         462791104         462846916         462900192   
448010066      448138859         448257253         448377317         461981599         462063660         462155052         462218074         462276759         462330267         462389412         462457540         462518697         462572603         462622853         462681123         462734047         462791146         462846932         462900218   
448010629      448138867         448257600         448377358         461981797         462063728         462152596         462218082         462276841         462330341         462389628         462457599         462518903         462572611         462623018         462681131         462734286         462791179         462847088         462900226   
448010678      448138883         448257618         448377374         461981847         462063736         462152612         462218090         462276858         462330432         462389644         462457631         462518937         462572629         462623042         462681149         462734294         462791203         462847096         462900234   
448010728      448138925         448257642         448377390         461981920         462063835         462152620         462218108         462276866         462330499         462389743         462457698         462518945         462572637         462623059         462681156         462734310         462791229         462847146         462900267   
448010835      448134924         448257659         448377697         461981946         462063967         462152679         462218199         462276908         462330796         462389750         462457938         462518960         462572728         462623091         462681297         462734336         462791245         462847153         462900374   
448010868      448134957         448257683         448377739         461981979         462063975         462152687         462218207         462276916         462330820         462389768         462457953         462519018         462572736         462623109         462681313         462734344         462791252         462847179         462900382   
448010892      448134965         448257717         448377747         461982084         462063983         462152778         462218215         462276924         462330853         462389776         462457961         462519026         462572744         462623133         462681339         462734351         462791286         462847195         462900424   
448011072      448134973         448257881         448377754         461982274         462063991         462153016         462218223         462276999         462330879         462389958         462458043         462519042         462572751         462623273         462681347         462734492         462791294         462847328         462900457   
448011148      448134999         448257915         448377812         461982373         462064031         462153032         462218231         462277005         462330895         462389966         462458068         462519067         462572769         462623281         462681362         462734500         462791302         462847336         462900473   
448011304      448135012         448257949         448377861         461982464         462064056         462153099         462218256         462277021         462330903         462390006         462458100         462519075         462572777         462623299         462681388         462734518         462791336         462847344         462900481   
448011320      448135582         448258020         448378323         461982498         462064296         462153172         462218272         462277047         462331059         462390022         462458225         462519083         462572942         462623307         462681495         462734526         462791575         462847351         462900572   
448011395      448135681         448258079         448378356         461982506         462064320         462153230         462218280         462277070         462331083         462390030         462458274         462519158         462572959         462623356         462681503         462734567         462791591         462847369         462900598   
448011403      448135723         448258095         448378380         461982522         462064353         462153248         462218306         462277096         462331091         462390048         462458290         462519174         462572991         462623364         462681511         462734583         462791617         462847377         462900614   
448011791      448135780         448258103         448378398         461982787         462064361         462153420         462218314         462277237         462331133         462390220         462458308         462519422         462573015         462623604         462681529         462734765         462791641         462845553         462900630   
448011890      448135830         448258111         448378455         461982795         462064395         462153446         462218322         462277278         462331158         462390253         462458332         462519448         462573049         462623646         462681552         462734781         462791666         462845561         462900671   
448011924      448135848         448258145         448378471         461982837         462064403         462153503         462218348         462277286         462331174         462390279         462458381         462519463         462573064         462623661         462681586         462734823         462791674         462845595         462900705   
448011957      448136077         448258160         448378810         461982878         462064544         462153511         462218504         462277294         462331307         462390287         462458597         462519497         462571829         462623703         462681750         462734849         462791831         462845629         462900788   
448012021      448136135         448258186         448378844         461982902         462064569         462153552         462218512         462277310         462331315         462390295         462458647         462519521         462571837         462623711         462681800         462734898         462791856         462845660         462900838   
448012104      448136150         448258319         448378927         461982944         462064627         462153578         462218520         462277369         462331349         462390303         462458688         462519547         462571845         462623729         462681818         462734914         462791872         462845694         462900846   
448012468      448136168         448258749         448378935         461983157         462064635         462153784         462218553         462275892         462331364         462390485         462458720         462519760         462571852         462623836         462681842         462735044         462791898         462845827         462900887   
448012567      448136325         448258814         448378992         461983165         462064643         462153826         462218561         462275900         462331380         462390550         462458738         462519778         462571902         462623885         462681883         462735069         462791914         462845850         462900937   
448012690      448136333         448258822         448379008         461983181         462064726         462153867         462218579         462275926         462331398         462390576         462458761         462519794         462571910         462623893         462681891         462735093         462791922         462845868         462900960   
448012872      448136887         448258855         448375758         461983199         462064999         462153883         462218645         462275942         462331497         462390584         462458985         462519810         462571993         462623901         462681990         462735101         462792052         462845876         462900978   
448012997      448136895         448258905         448375766         461983272         462065012         462153909         462218652         462275991         462331505         462390592         462459025         462519828         462572009         462623935         462682006         462735135         462792060         462845900         462901026   
448013078      448136978         448258913         448375774         461983306         462065038         462153933         462218660         462276007         462331562         462390618         462459082         462519836         462572017         462623943         462682014         462735143         462792078         462845967         462901034   
448013276      448136994         448259267         448375808         461983462         462065053         462154113         462218678         462276122         462331588         462390907         462459116         462519968         462572025         462623950         462682022         462735333         462792086         462846163         462901042   
448013292      448137059         448259440         448375881         461983496         462065087         462154147         462218686         462276130         462331596         462390972         462459173         462519984         462572041         462623992         462682030         462735341         462792102         462846197         462901075   
448013318      448137125         448259473         448375923         461983512         462065103         462154162         462218694         462276163         462331604         462390980         462459181         462520024         462572058         462624040         462682055         462735358         462792151         462846205         462901083   
448013383      448137299         448259507         448376111         461983546         462065277         462154170         462218777         462276189         462331620         462391004         462459322         462520057         462572157         462624073         462682196         462735366         462792284         462846221         462901273   
448013433      448137307         448259556         448376178         461983595         462065293         462154196         462218801         462276213         462331638         462391020         462459397         462520073         462572165         462624081         462682204         462735374         462792292         462846270         462901299   
448013466      448137422         448259580         448376285         461983637         462065335         462154204         462218843         462276221         462331646         462391038         462459405         462520099         462572173         462624107         462682238         462735416         462792318         462846304         462901315   
448013797      448137463         448259796         448376293         461983678         462065343         462154386         462218850         462276346         462331661         462391244         462459447         462520214         462572181         462624230         462682261         462735523         462792334         462846445         462901323   
448013813      448137471         448259903         448376418         461983686         462065368         462154519         462218876         462276361         462331679         462391251         462459553         462520248         462572207         462624289         462682279         462735531         462792342         462846460         462901349   
448013888      448137588         448259952         448376491         461983769         462065400         462154535         462218884         462276379         462331703         462391277         462459595         462520255         462572231         462624339         462682287         462735549         462792375         462846494         462901356   
448014043      448137893         448259994         448376681         461983801         462065640         462154543         462218959         462276403         462331802         462391285         462459835         462520271         462572348         462624370         462680612         462735556         462792565         462846502         462901547   
448014084      448137935         448260018         448376707         461983819         462065665         462154584         462218975         462276411         462331810         462391327         462459843         462520289         462572355         462624396         462680646         462735564         462792607         462846528         462901596   
448014100      448138008         448260042         448376749         461983843         462065731         462154600         462218983         462276437         462331828         462391335         462459876         462520297         462572363         462624420         462680679         462735598         462792680         462846544         462901612   
448014373      448138073         448260505         448376897         461984114         462065749         462154766         462218991         462276619         462331836         462389115         462459884         462520453         462572371         462624594         462680703         462735713         462792698         462846684         462901638   
448014399      448138107         448260562         448376947         461984122         462065798         462154774         462219007         462276627         462331844         462389156         462459900         462520461         462572389         462624602         462680711         462735762         462792706         462846742         462901653   
448014415      448138149         448260646         448376954         461984130         462065954         462154782         462219015         462276635         462331869         462389180         462459926         462520479         462572397         462624628         462680752         462735770         462792714         462846759         462901661   
448014456      448138636         448260653         448377200         461984148         462063397         462154808         462219098         462276643         462332024         462389198         462460031         462520487         462572512         462624636         462680927         462735788         462792946         462846767         462901802   
448014464      448138669         448260687         448377226         461984171         462063439         462154816         462219114         462276650         462332065         462389222         462460049         462520495         462572520         462624651         462680968         462735804         462792995         462846791         462901828   
448014522      448138677         448260695         448377234         461984189         462063462         462154824         462219122         462276668         462332107         462389271         462460056         462520511         462572546         462624669         462681016         462735820         462793001         462846809         462901836   

 


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448010108      448138727         448261198         448377242         461984437         462063470         462155078         462219130         462276775         462332115         462389487         462460072         462520677         462572553         462624826         462681024         462735838         462793118         462846940         462901851   
448010207      448138784         448261263         448377259         461984478         462063520         462155086         462219148         462276783         462332123         462389529         462460098         462520693         462572561         462624834         462681032         462735853         462793134         462847013         462901885   
448010256      448138792         448261305         448377267         461984510         462063579         462155102         462219213         462276791         462332131         462389537         462460155         462520701         462572579         462624859         462681065         462735861         462793167         462847021         462901919   
448010389      448139055         448261396         448377416         461984528         462063843         462155151         462219429         462276817         462332271         462389560         462460171         462520719         462572652         462624867         462681164         462735879         462793282         462847039         462902065   
448010587      448139097         448261412         448377481         461984544         462063868         462155177         462219437         462276825         462332289         462389602         462460221         462520727         462572660         462624875         462681198         462735887         462793340         462847054         462902081   
448010611      448139113         448261420         448377606         461984585         462063900         462155219         462219460         462276833         462332297         462389610         462460262         462520792         462572686         462624917         462681206         462735895         462793365         462847062         462902115   
448010926      448139212         448261610         448377622         461984924         462063918         462155235         462219486         462276932         462332305         462389784         462460270         462520941         462572694         462625062         462681214         462736059         462793415         462847203         462902149   
448010967      448139238         448261693         448377648         461984932         462063926         462155243         462219528         462276940         462332313         462389792         462460288         462520966         462572702         462625070         462681263         462736075         462793423         462847211         462902156   
448010983      448139329         448261735         448377663         461985038         462063934         462155268         462219536         462276957         462332321         462389859         462460296         462520974         462572710         462625088         462681289         462736133         462793449         462847245         462902164   
448011015      448139337         448261776         448377952         461985053         462064080         462155292         462219783         462276965         462332420         462389883         462460452         462521006         462572785         462625104         462681412         462736158         462791344         462847260         462902263   
448011023      448139378         448261842         448377978         461985079         462064148         462155318         462219791         462276973         462332438         462389909         462460460         462521014         462572835         462625112         462681420         462736166         462791393         462847286         462902289   
448011056      448139410         448261867         448378075         461985095         462064163         462155326         462219825         462276981         462332446         462389941         462460510         462521030         462572868         462625120         462681438         462736174         462791401         462847294         462902305   
448011437      448139444         448262170         448378117         461985244         462064189         462155508         462219833         462277104         462332461         462390063         462460528         462519257         462572884         462625203         462681446         462736430         462791450         462847393         462902321   
448011478      448139451         448262246         448378232         461985285         462064247         462155516         462219841         462277112         462332487         462390089         462460536         462519299         462572918         462625211         462681453         462736448         462791468         462847401         462902370   
448011577      448139469         448262303         448378273         461985327         462064254         462155540         462219858         462277161         462332511         462390147         462460551         462519331         462572926         462625229         462681487         462736497         462791567         462847427         462902388   
448011585      448139741         448262378         448378505         461985343         462064437         462155581         462218389         462277187         462332628         462390170         462460775         462519372         462573098         462625245         462681610         462736554         462791716         462847476         462902537   
448011643      448139766         448262477         448378562         461985384         462064445         462155615         462218413         462277203         462332636         462390188         462460791         462519398         462573106         462625286         462681636         462736562         462791724         462847484         462902545   
448011759      448139774         448262485         448378604         461985392         462064452         462155631         462218439         462277211         462332651         462390212         462460809         462519406         462573189         462625294         462681651         462736570         462791740         462847492         462902552   
448012112      448139782         448258392         448378646         461985699         462064494         462155755         462218470         462277377         462332669         462390329         462460841         462519562         462573221         462625419         462681677         462736711         462791765         462847518         462902560   
448012161      448139790         448258442         448378661         461985764         462064502         462155805         462218488         462277385         462332701         462390345         462460882         462519653         462573239         462625443         462681719         462736760         462791781         462847526         462902628   
448012195      448139808         448258491         448378687         461985863         462064510         462155821         462218496         462277393         462332727         462390386         462460916         462519687         462573254         462625468         462681735         462736778         462791815         462847542         462902669   
448012377      448140350         448258582         448379032         461985897         462064734         462155839         462218587         462277435         462332859         462390410         462461054         462519695         462573379         462625476         462681909         462736828         462791930         462847567         462902909   
448012435      448140384         448258608         448379040         461985905         462064791         462155896         462218595         462277450         462332875         462390428         462461062         462519729         462573387         462625484         462681917         462736836         462791948         462847591         462902917   
448012450      448140392         448258640         448379123         461985913         462064817         462155920         462218603         462277476         462332883         462390477         462461104         462519737         462573429         462625534         462681933         462736844         462791963         462847609         462902933   
448013128      448140418         448259093         448379172         461986069         462064833         462156076         462218611         462277492         462332891         462390642         462461120         462519877         462573437         462625740         462681941         462736992         462791971         462847732         462902941   
448013136      448140475         448259101         448379222         461986085         462064916         462156118         462218629         462277534         462332909         462390683         462461153         462519893         462573445         462625773         462681966         462737024         462791989         462847740         462902958   
448013144      448140582         448259176         448379230         461986093         462064981         462156134         462218637         462277542         462332917         462390725         462461179         462519901         462573494         462625799         462681974         462737032         462791997         462847757         462902966   
448013185      448140913         448259200         448379412         461986168         462065129         462156175         462218702         462277559         462333147         462390808         462461336         462519919         462573619         462625815         462682063         462737040         462792177         462847773         462901091   
448013219      448140921         448259226         448379446         461986176         462065145         462156209         462218710         462277567         462333162         462390824         462461351         462519935         462573627         462625856         462682071         462737107         462792185         462847781         462901117   
448013227      448140947         448259242         448379636         461986234         462065160         462156266         462218728         462277575         462333196         462390899         462461369         462519943         462573643         462625864         462682097         462737115         462792193         462847815         462901133   
448013508      448140970         448259598         448379644         461986457         462065186         462156506         462218736         462277674         462333204         462391079         462461427         462520107         462573650         462624115         462682105         462737248         462792219         462848011         462901182   
448013623      448140996         448259606         448379651         461986481         462065194         462156522         462218751         462277682         462333246         462391103         462461484         462520123         462573700         462624123         462682139         462737271         462792235         462848045         462901216   
448013656      448141044         448259655         448379693         461986507         462065228         462156530         462218769         462277690         462333261         462391145         462461492         462520131         462573718         462624156         462682188         462737289         462792243         462848060         462901240   
448013680      448141341         448259697         448379958         461986572         462065483         462156555         462218892         462277708         462331711         462391160         462461674         462520149         462573890         462624172         462682303         462737305         462792383         462848094         462901380   
448013714      448141432         448259705         448379990         461986598         462065509         462156563         462218900         462277724         462331729         462391194         462461682         462520164         462573908         462624180         462682329         462737354         462792417         462848169         462901406   
448013789      448141440         448259754         448380055         461986606         462065525         462156571         462218918         462277732         462331737         462391210         462461690         462520180         462573924         462624198         462682345         462737370         462792466         462848177         462901422   
448014159      448141465         448260174         448380089         461983850         462065582         462156845         462218926         462277849         462331745         462391343         462461708         462520313         462573965         462624446         462682352         462737479         462792482         462848342         462901448   
448014233      448141523         448260224         448380139         461983942         462065616         462156852         462218934         462277856         462331760         462391368         462461724         462520347         462574005         462624479         462682402         462737487         462792516         462848367         462901455   
448014241      448141630         448260232         448380154         461983959         462065624         462156910         462218942         462277864         462331778         462391376         462461799         462520362         462574013         462624537         462682444         462737495         462792557         462848391         462901513   
448014258      448141861         448260281         448380998         461983967         462065962         462156936         462219023         462277880         462331893         462391392         462462011         462520388         462574179         462624545         462682501         462737503         462792722         462848417         462901679   
448014340      448142133         448260398         448381004         461984007         462065970         462156977         462219049         462277898         462331935         462391400         462462037         462520420         462574187         462624552         462682527         462737529         462792763         462848441         462901703   
448014365      448142208         448260448         448381087         461984072         462065988         462156985         462219056         462277914         462331943         462391442         462462086         462520446         462574203         462624578         462682584         462737545         462792797         462848458         462901711   
448014530      448142240         448260786         448381152         461984197         462066010         462157173         462219064         462278037         462331950         462391467         462462094         462520552         462574229         462624677         462682626         462737669         462792847         462848755         462901729   
448014704      448142265         448260802         448381178         461984205         462066028         462157207         462219072         462278045         462331976         462391475         462462136         462520560         462574245         462624685         462682634         462737677         462792854         462848763         462901745   
448014738      448142299         448260844         448381210         461984262         462066101         462157231         462219080         462278052         462331984         462391491         462462144         462520578         462574252         462624743         462682659         462737685         462792904         462848839         462901752   
448014761      448142489         448261024         448381426         461984320         462066234         462157249         462219346         462278060         462332149         462391541         462462318         462520602         462574385         462624776         462682873         462737701         462793175         462848847         462901935   
448014779      448142539         448261032         448381434         461984361         462066242         462157264         462219361         462278078         462332172         462391582         462462391         462520644         462574393         462624800         462682881         462737719         462793183         462848862         462901943   
448014795      448142554         448261131         448381442         461984387         462066275         462157272         462219387         462278144         462332180         462391616         462462417         462520669         462574401         462624818         462682923         462737727         462793209         462848870         462901992   
448014878      448142562         448261461         448381467         461984601         462066283         462157421         462219395         462278284         462332198         462391830         462462425         462520800         462574419         462624925         462682980         462735903         462793241         462848979         462902024   
448014894      448142596         448261495         448381491         461984684         462066317         462157462         462219403         462278300         462332230         462391848         462462433         462520826         462574526         462624982         462682998         462735937         462793258         462849076         462902032   
448014985      448142612         448261529         448381533         461984783         462066325         462157579         462219411         462278318         462332255         462391897         462462490         462520834         462574534         462625013         462683020         462735994         462793274         462849092         462902040   
448015024      448143065         448261552         448381749         461984809         462066572         462157595         462219692         462278326         462332347         462391921         462460312         462520842         462574666         462625039         462683186         462736000         462793472         462849100         462902172   
448015032      448143248         448261560         448381798         461984858         462066580         462157611         462219718         462278342         462332354         462391988         462460320         462520859         462574674         462625047         462683194         462736026         462793498         462849118         462902180   
448015057      448143255         448261594         448381806         461984908         462066622         462157637         462219726         462278359         462332362         462391996         462460346         462520933         462574682         462625054         462683210         462736034         462793522         462849126         462902206   
448015321      448143297         448261941         448381921         461985111         462066648         462155334         462219759         462278433         462332370         462392150         462460395         462521048         462574690         462625138         462683236         462736208         462793530         462849225         462902214   
448015339      448143339         448261958         448381970         461985129         462066671         462155342         462219767         462278441         462332396         462392192         462460429         462521105         462574716         462625146         462683244         462736224         462793589         462849233         462902230   
448015354      448143370         448262063         448382044         461985137         462066697         462155359         462219775         462278466         462332412         462392200         462460437         462521113         462574724         462625153         462683269         462736323         462793647         462849241         462902255   
448015370      448139501         448262089         448382200         461985145         462067018         462155417         462219866         462278474         462332529         462392218         462460569         462521188         462574880         462625179         462683426         462736331         462793696         462849266         462902396   
448015396      448139527         448262105         448382226         461985160         462067042         462155458         462219890         462278524         462332537         462392234         462460577         462521220         462574898         462625187         462683434         462736349         462793738         462849274         462902438   
448015412      448139600         448262139         448382234         461985210         462067125         462155474         462219940         462278599         462332545         462392267         462460643         462521246         462574914         462625195         462683442         462736422         462793811         462849282         462902479   
448015826      448139618         448262550         448382291         461985558         462067174         462155649         462219957         462278789         462332552         462392515         462460668         462521253         462574922         462625302         462683459         462736588         462793852         462849506         462902503   
448015875      448139634         448262642         448382309         461985582         462067190         462155672         462219965         462278797         462332560         462392564         462460726         462521279         462574930         462625344         462683475         462736596         462793894         462849514         462902511   
448015917      448139683         448262675         448382333         461985616         462067224         462155680         462219999         462278805         462332610         462392572         462460759         462521295         462574963         462625369         462683483         462736604         462793936         462849605         462902529   

 


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448015933      448139840         448262741         448382770         461985624         462067489         462155714         462220013         462278813         462332750         462392614         462460924         462521303         462575168         462625385         462683723         462736620         462794157         462849647         462902685   
448015941      448139931         448262758         448382788         461985632         462067497         462155730         462220039         462278839         462332768         462392622         462460957         462521311         462575176         462625393         462683772         462736646         462794165         462849654         462902719   
448016022      448140004         448262782         448382838         461985657         462067505         462155748         462220047         462278847         462332776         462392663         462460981         462521329         462575218         462625401         462683780         462736687         462794199         462849662         462902768   
448016568      448140046         448262816         448382986         461985921         462067562         462155938         462220104         462278987         462332784         462392960         462461013         462521444         462575226         462625542         462683848         462736851         462794207         462847617         462902792   
448016592      448140087         448262881         448382994         461985939         462067570         462155953         462220138         462279027         462332826         462392978         462461039         462521451         462575242         462625559         462683863         462736877         462794223         462847633         462902834   
448016626      448140103         448262899         448383034         461985954         462067612         462155987         462220153         462279035         462332842         462392994         462461047         462521477         462575309         462625575         462683889         462736885         462794256         462847666         462902875   
448016683      448140640         448263020         448383489         461985996         462068123         462155995         462220344         462279043         462332974         462393018         462461187         462521493         462573502         462625625         462684044         462736893         462794512         462847674         462902982   
448016717      448140673         448263046         448383505         461986028         462068156         462156043         462220385         462279068         462333006         462393034         462461203         462521519         462573510         462625633         462684077         462736901         462794546         462847690         462903022   
448016725      448140715         448263061         448383596         461986036         462068222         462156050         462220419         462279100         462333014         462393067         462461237         462521535         462573544         462625732         462684093         462736943         462794553         462847716         462903055   
448017046      448140723         448263400         448383620         461986242         462068230         462156274         462220435         462277583         462333022         462393216         462461252         462521667         462573551         462625872         462684119         462737131         462794579         462847831         462903089   
448017095      448140749         448263491         448383661         461986267         462068271         462156332         462220443         462277609         462333048         462393232         462461260         462521683         462573577         462625880         462684127         462737164         462794587         462847856         462903097   
448017111      448140798         448263517         448383810         461986325         462068453         462156415         462220476         462277617         462333055         462393240         462461310         462521725         462573601         462625906         462684143         462737172         462794595         462847880         462903105   
448017301      448141051         448263574         448379701         461986366         462068651         462156464         462220674         462277641         462333311         462393257         462461542         462521782         462573759         462625914         462684275         462737180         462794785         462847930         462903113   
448017319      448141085         448263624         448379719         461986424         462068685         462156472         462220682         462277658         462333329         462393273         462461575         462521790         462573783         462625930         462684317         462737214         462794819         462847948         462903139   
448017350      448141127         448263640         448379792         461986440         462068693         462156480         462220724         462277666         462333352         462393299         462461583         462521915         462573791         462625955         462684325         462737222         462794827         462847955         462903154   
448017848      448141135         448264044         448379859         461986622         462068701         462156597         462220757         462277740         462333378         462393489         462461591         462522137         462573809         462625971         462684390         462737388         462794884         462848219         462903162   
448017889      448141168         448264069         448379891         461986630         462068727         462156639         462220765         462277773         462333386         462393497         462461609         462522194         462573858         462625997         462684416         462737396         462794934         462848227         462903170   
448017905      448141291         448264150         448379909         461986671         462068784         462156654         462220781         462277781         462333402         462393505         462461658         462522202         462573866         462626003         462684424         462737404         462794967         462848235         462903188   
448017947      448141689         448264267         448380162         461986697         462069261         462156662         462221102         462277799         462333410         462393513         462461815         462522228         462574039         462626029         462684531         462737420         462795212         462848243         462903329   
448017954      448141697         448264291         448380667         461986705         462069477         462156704         462221136         462277823         462333436         462393521         462461856         462522251         462574054         462626094         462684549         462737438         462795238         462848250         462903337   
448017996      448141713         448264358         448380741         461986713         462069501         462156829         462221144         462277831         462333469         462393547         462461872         462522293         462574062         462626151         462684556         462737446         462795246         462848276         462903352   
448018283      448141788         448264689         448380766         461986747         462069535         462156993         462221177         462277922         462333519         462393653         462461898         462522483         462574088         462626334         462684564         462737552         462795253         462848466         462903394   
448018317      448141820         448264713         448380782         461986770         462069568         462157033         462221250         462277930         462333527         462393661         462461930         462522509         462574112         462626375         462684572         462737560         462795287         462848474         462903402   
448018333      448141838         448264796         448380980         461986796         462069584         462157058         462221276         462277963         462333543         462393745         462462003         462522558         462574146         462626391         462684606         462737594         462795303         462848573         462903410   
448018382      448142349         448264861         448381251         461986812         462069972         462157090         462221458         462277989         462333683         462393828         462462151         462522582         462574278         462626425         462682667         462737628         462795519         462848615         462903501   
448018408      448142364         448264879         448381269         461986853         462069980         462157132         462221474         462278011         462333725         462393844         462462169         462522608         462574286         462626441         462682808         462737644         462795527         462848664         462903543   
448018457      448142414         448264903         448381327         461986911         462070087         462157157         462221482         462278029         462333733         462393869         462462177         462522673         462574302         462626490         462682816         462737651         462795535         462848714         462903550   
448018739      448142448         448265249         448381343         461987026         462070103         462157280         462221516         462278169         462333741         462391665         462462284         462522905         462574310         462626631         462682824         462737735         462795543         462848904         462903584   
448018788      448142455         448265272         448381392         461987174         462070111         462157322         462221524         462278201         462333758         462391699         462462292         462522913         462574336         462626656         462682832         462737768         462795550         462848912         462903600   
448018796      448142463         448265306         448381418         461987190         462070160         462157348         462221532         462278219         462333782         462391715         462462300         462522921         462574351         462626664         462682865         462737800         462795568         462848920         462903618   
448019125      448142661         448265330         448381541         461987216         462066341         462157355         462221771         462278250         462333980         462391764         462462540         462522939         462574542         462626672         462683046         462737818         462795725         462848946         462903709   
448019141      448142794         448265470         448381558         461987224         462066440         462157397         462221789         462278268         462334004         462391798         462462557         462522954         462574559         462626680         462683079         462737826         462795733         462848953         462903717   
448019158      448142869         448265595         448381574         461987281         462066457         462157405         462221813         462278276         462334012         462391822         462462565         462523010         462574617         462626706         462683095         462737834         462795774         462848961         462903725   
448015115      448142927         448265884         448381608         461987463         462066499         462157686         462221839         462278367         462334046         462392002         462462607         462523168         462574625         462626839         462683103         462737842         462795782         462849134         462903733   
448015180      448142943         448265892         448381632         461987521         462066515         462157744         462221904         462278375         462334061         462392028         462462649         462523226         462574633         462626847         462683145         462737875         462795808         462849142         462903758   
448015206      448143024         448265926         448381723         461987539         462066564         462157801         462221912         462278391         462334079         462392069         462462656         462523242         462574641         462626854         462683152         462737891         462795832         462849175         462903790   
448015255      448143388         448265934         448382085         461987604         462066721         462157827         462222068         462278409         462334178         462392077         462462755         462523259         462574732         462626870         462683285         462737909         462795972         462849183         462903881   
448015263      448143453         448265942         448382135         461987661         462066804         462157868         462222076         462278417         462334251         462392127         462462771         462523291         462574773         462626896         462683293         462737917         462796020         462849191         462903899   
448015305      448143479         448265967         448382150         461987679         462066887         462157884         462222084         462278425         462334277         462392135         462462797         462523309         462574781         462626904         462683319         462737925         462796053         462849209         462903907   
448015461      448143511         448266338         448382168         461987851         462066895         462157983         462222092         462278649         462334285         462392374         462462805         462523481         462574799         462627043         462683327         462738139         462796061         462849324         462903915   
448015529      448143610         448266379         448382176         461987893         462066960         462158015         462222118         462278706         462334293         462392382         462462813         462523499         462574807         462627068         462683392         462738162         462796079         462849332         462903923   
448015594      448143677         448266395         448382184         461987901         462066986         462158049         462222175         462278714         462334319         462392408         462462862         462523507         462574815         462627100         462683418         462738212         462796087         462849373         462903931   
448015602      448143735         448266486         448382408         461987935         462067257         462158064         462222373         462278722         462334491         462392432         462463134         462523523         462574989         462627126         462683517         462738220         462793969         462849415         462904004   
448015669      448143842         448266510         448382440         461987976         462067281         462158122         462222399         462278748         462334509         462392457         462463159         462523564         462575069         462627209         462683525         462738279         462793985         462849423         462904012   
448015818      448143891         448266544         448382499         461987984         462067299         462158130         462222407         462278755         462334517         462392507         462463167         462523572         462575085         462627225         462683590         462738287         462793993         462849456         462904038   
448016139      448143909         448266973         448382507         461988172         462067356         462158288         462222415         462278888         462334525         462392689         462463183         462521352         462575093         462627423         462683665         462738444         462794009         462849670         462904046   
448016188      448144089         448267120         448382606         461988214         462067414         462158296         462222423         462278912         462334541         462392754         462463191         462521360         462575143         462627456         462683673         462738451         462794033         462849688         462904053   
448016345      448144105         448267146         448382739         461988263         462067471         462158320         462222431         462278946         462334558         462392770         462463217         462521402         462575150         462627472         462683707         462738469         462794108         462849712         462904079   
448016451      448144311         448267195         448383166         461988297         462067653         462158429         462220195         462278953         462334681         462392812         462463308         462521410         462575333         462627506         462683921         462738493         462794314         462849738         462904160   
448016477      448144345         448267211         448383182         461988313         462067703         462158460         462220211         462278961         462334723         462392937         462463316         462521428         462575341         462627514         462683947         462738501         462794322         462849746         462904178   
448016527      448144360         448267252         448383224         461988321         462067786         462158478         462220229         462278979         462334756         462392952         462463332         462521436         462575358         462627522         462683954         462738527         462794348         462849761         462904186   
448016758      448144428         448263129         448383364         461988651         462067802         462158593         462220237         462279118         462334764         462393075         462463357         462521550         462575366         462627662         462683962         462738675         462794439         462849837         462904202   
448016816      448144451         448263145         448383422         461988685         462068065         462158601         462220245         462279134         462334798         462393083         462463381         462521568         462575390         462627696         462683970         462738691         462794488         462849860         462904251   
448016949      448144501         448263160         448383448         461988693         462068081         462158619         462220252         462279159         462334822         462393109         462463407         462521576         462575408         462627753         462684028         462738717         462794496         462849878         462904269   
448016956      448144717         448263269         448383869         461988701         462068479         462158627         462220492         462279167         462335027         462393141         462463563         462521584         462575416         462627761         462684150         462738725         462794603         462849902         462904376   
448017004      448144725         448263343         448383885         461988719         462068503         462158635         462220617         462279175         462335084         462393190         462463571         462521592         462575424         462627779         462684168         462738733         462794637         462849936         462904400   
448017020      448144766         448263384         448383919         461988735         462068511         462158643         462220625         462279191         462335134         462393208         462463589         462521600         462575473         462627787         462684176         462738741         462794660         462849944         462904467   
448017384      448144857         448263715         448383927         461988982         462068545         462158890         462220633         462279217         462335159         462393331         462463605         462521923         462575499         462627944         462684192         462738881         462794686         462850108         462904475   
448017426      448144972         448263756         448384008         461989014         462068586         462158908         462220641         462279241         462335175         462393349         462463613         462521931         462575531         462627951         462684200         462738915         462794694         462850140         462904483   
448017475      448145011         448263822         448384024         461989063         462068628         462158916         462220666         462279258         462335191         462393380         462463621         462521998         462575556         462627969         462684218         462738931         462794769         462850157         462904491   
448017616      448145508         448263855         448384032         461989097         462068818         462158932         462220823         462279282         462335464         462393398         462463761         462522046         462575747         462627977         462684432         462738949         462795006         462850181         462903204   
448017640      448145524         448263905         448384065         461989105         462068826         462158973         462220971         462279324         462335514         462393422         462463803         462522061         462575754         462628009         462684440         462738956         462795022         462850215         462903220   
448017723      448145540         448263970         448384099         461989154         462068974         462158999         462221003         462279332         462335522         462393455         462463829         462522103         462575770         462628025         462684457         462738980         462795048         462850231         462903261   

 


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448018044      448145557         448264366         448384107         461989402         462069055         462159195         462221037         462279498         462335555         462393570         462463878         462522301         462575796         462626177         462684473         462739103         462795071         462850348         462903287   
448018051      448145565         448264473         448384198         461989436         462069113         462159203         462221052         462279506         462335563         462393588         462463894         462522327         462575812         462626185         462684515         462739111         462795154         462850371         462903303   
448018135      448145573         448264564         448384222         461989451         462069162         462159260         462221060         462279548         462335704         462393596         462463902         462522384         462575838         462626227         462684523         462739129         462795162         462850389         462903311   
448018143      448145839         448264572         448384503         461989469         462069683         462159310         462221292         462279571         462333568         462393612         462464157         462522392         462575929         462626250         462684614         462739137         462795352         462850405         462903428   
448018168      448145938         448264614         448384537         461989485         462069691         462159328         462221326         462279605         462333576         462393638         462464165         462522426         462575960         462626292         462684630         462739145         462795394         462850413         462903436   
448018176      448146043         448264622         448384552         461989535         462069725         462159377         462221342         462279621         462333600         462393646         462464173         462522467         462575986         462626300         462684655         462739152         462795402         462850421         462903444   
448018465      448146100         448264986         448384669         461986929         462069758         462159559         462221367         462279803         462333626         462393927         462464199         462522715         462576034         462626508         462684663         462739285         462795428         462850512         462903451   
448018515      448146233         448265033         448384677         461986952         462069790         462159591         462221409         462279837         462333667         462393943         462464249         462522723         462576042         462626524         462684705         462739293         462795469         462850520         462903477   
448018564      448146258         448265058         448384701         461986960         462069915         462159617         462221441         462279944         462333675         462393950         462464256         462522764         462576067         462626573         462684713         462739335         462795493         462850546         462903485   
448018614      448146597         448265108         448385179         461986978         462070228         462159633         462221623         462280025         462333790         462393968         462464397         462522772         462576299         462626581         462684721         462739350         462795592         462850553         462903634   
448018655      448146621         448265140         448385187         461986994         462070251         462159641         462221649         462280165         462333824         462393984         462464447         462522814         462576315         462626615         462684739         462739368         462795626         462850579         462903642   
448018713      448146662         448265215         448385211         461987000         462070293         462159724         462221656         462280173         462333865         462393992         462464504         462522889         462576349         462626623         462684747         462739384         462795634         462850595         462903659   
448019281      448146704         448265652         448385229         461987299         462070343         462160011         462221722         462280413         462333881         462394016         462464520         462523036         462576364         462626722         462684754         462739533         462795642         462850736         462903667   
448019299      448146761         448265660         448385245         461987315         462070350         462160029         462221730         462280454         462333899         462394032         462464546         462523044         462576372         462626771         462684762         462739541         462795675         462850744         462903683   
448019364      448146803         448265736         448385310         461987323         462070392         462160078         462221748         462280470         462333972         462394073         462464579         462523085         462576398         462626789         462684788         462739558         462795683         462850793         462903691   
448019455      448146944         448265769         448385583         461987349         462070400         462160102         462221953         462280488         462334087         462394115         462464876         462523119         462576612         462626805         462684937         462739566         462795840         462850827         462903808   
448019489      448147025         448265843         448385633         461987380         462070426         462160201         462221961         462280538         462334095         462394123         462464884         462523135         462576646         462626813         462684952         462739582         462795857         462850835         462903816   
448019521      448147033         448265868         448385674         461987448         462070434         462160219         462221995         462280561         462334103         462394164         462464942         462523143         462576661         462626821         462684960         462739590         462795873         462850850         462903824   
448019539      448147090         448266049         448385690         461987687         462070459         462160441         462222001         462280819         462334129         462394297         462464959         462523366         462576679         462626912         462684978         462737958         462795881         462850991         462903832   
448019570      448147108         448266098         448385773         461987711         462070517         462160458         462222019         462280827         462334137         462394313         462464975         462523374         462576687         462626920         462684994         462738055         462795899         462851015         462903840   
448019638      448147231         448266114         448385880         461987729         462070533         462160466         462222043         462280835         462334160         462394339         462465006         462523408         462576695         462626953         462685033         462738063         462795964         462851023         462903873   
448019646      448147553         448266171         448386029         461987786         462070822         462160508         462222233         462280843         462334368         462394370         462462870         462523416         462576869         462626961         462685124         462738071         462796103         462851031         462903949   
448019661      448147579         448266189         448386045         461987810         462070830         462160516         462222258         462280850         462334384         462394396         462462888         462523432         462576877         462626995         462685140         462738097         462796111         462851049         462903956   
448019752      448147603         448266262         448386243         461987844         462070863         462160557         462222308         462280926         462334392         462394420         462462920         462523465         462576885         462627001         462685165         462738121         462796129         462851056         462903964   
448020099      448147629         448266650         448386300         461987992         462070970         462158163         462222316         462281106         462334418         462394586         462462961         462523598         462576919         462627266         462685207         462738295         462796137         462851189         462903972   
448020131      448147637         448266676         448386334         461988065         462070996         462158171         462222340         462281130         462334459         462394594         462463019         462523614         462576927         462627290         462685215         462738311         462796145         462851205         462903980   
448020164      448147645         448266718         448386383         461988073         462071077         462158221         462222365         462281155         462334483         462394602         462463035         462523622         462576935         462627340         462685223         462738345         462796160         462851213         462903998   
448020214      448144113         448266775         448386599         461988081         462071366         462158247         462222449         462281171         462334566         462394685         462463233         462523655         462577040         462627357         462685363         462738352         462796186         462851221         462904087   
448020297      448144162         448266809         448386607         461988107         462071382         462158262         462222472         462281247         462334574         462394701         462463241         462523671         462577057         462627399         462685371         462738394         462796228         462851312         462904103   
448020305      448144188         448266858         448386664         461988131         462071390         462158270         462222522         462281262         462334590         462394719         462463258         462523689         462577065         462627407         462685405         462738402         462796277         462851320         462904111   
448020495      448144246         448267302         448386672         461988362         462071424         462158486         462222530         462281437         462334632         462394818         462463266         462523697         462577073         462627530         462685447         462738543         462796285         462851486         462904129   
448020560      448144287         448267336         448386706         461988396         462071457         462158494         462222548         462281445         462334657         462394826         462463274         462523713         462577081         462627571         462685454         462738550         462796319         462851502         462904137   
448020636      448144295         448267369         448386748         461988412         462071465         462158502         462222555         462281486         462334673         462394834         462463290         462523739         462577115         462627597         462685462         462738584         462796327         462851510         462904152   
448020768      448144543         448267393         448387266         461988537         462071838         462158510         462222563         462281494         462334848         462394875         462463415         462523754         462577248         462627613         462685553         462738618         462796459         462851536         462904277   
448020776      448144568         448267427         448387274         461988552         462071879         462158544         462222571         462281502         462334889         462394883         462463449         462523796         462577263         462627621         462685561         462738634         462796475         462851551         462904285   
448020784      448144592         448267443         448387316         461988644         462071887         462158569         462222597         462281544         462334905         462394958         462463472         462523804         462577271         462627647         462685579         462738659         462796491         462851569         462904319   
448020933      448144618         448267526         448387373         461988784         462071929         462158650         462222662         462281700         462334962         462395088         462463480         462523960         462577313         462627795         462685587         462738774         462796509         462849969         462904327   
448020974      448144626         448267575         448387415         461988792         462072042         462158775         462222696         462281726         462335001         462395104         462463498         462524026         462577339         462627803         462685629         462738782         462796525         462849985         462904335   
448021055      448144675         448267617         448387423         461988818         462072059         462158817         462222704         462281734         462335019         462395120         462463555         462524083         462577354         462627829         462685645         462738790         462796533         462850009         462904368   
448021089      448145128         448267625         448388033         461988842         462072638         462158825         462223025         462281775         462335217         462395138         462463639         462524133         462575564         462627837         462685785         462738816         462796699         462850033         462904509   
448021162      448145151         448267633         448388231         461988859         462072695         462158841         462223041         462281783         462335233         462395146         462463647         462524141         462575580         462627845         462685819         462738832         462796715         462850058         462904517   
448021303      448145284         448267708         448388249         461988867         462072711         462158882         462223108         462281825         462335282         462395161         462463662         462524158         462575622         462627894         462685843         462738873         462796723         462850074         462904525   
448021584      448145359         448268078         448388280         461989170         462072737         462159013         462223116         462279399         462335290         462395260         462463670         462524257         462575630         462628074         462685868         462738998         462796731         462850256         462904533   
448021634      448145383         448268102         448388405         461989188         462072752         462159021         462223124         462279415         462335423         462395278         462463696         462524299         462575697         462628082         462685884         462739004         462796749         462850280         462904574   
448021667      448145425         448268151         448388488         461989287         462072794         462159039         462223157         462279423         462335456         462395310         462463746         462524349         462575739         462628116         462685892         462739038         462796756         462850298         462904608   
448021709      448145607         448268169         448384271         461989337         462072950         462159070         462223389         462279449         462335712         462395328         462463951         462524406         462575846         462628124         462685991         462739061         462796962         462850306         462904616   
448021725      448145649         448268193         448384297         461989345         462072992         462159146         462223470         462279456         462335761         462395336         462463969         462524430         462575853         462628132         462686064         462739079         462796988         462850322         462904624   
448021832      448145656         448268250         448384305         461989352         462073008         462159179         462223512         462279480         462335787         462395351         462464009         462524448         462575861         462628140         462686072         462739087         462797036         462850330         462904632   
448022129      448145748         448268573         448384313         461989626         462073016         462159385         462223520         462279662         462335803         462395526         462464041         462524554         462575895         462628157         462686080         462739160         462797044         462850439         462904640   
448022145      448145805         448268581         448384354         461989691         462073024         462159393         462223546         462279688         462335845         462395534         462464090         462524562         462575903         462628173         462686106         462739178         462797093         462850447         462904657   
448022210      448145821         448268607         448384495         461989733         462073065         462159401         462223561         462279738         462335878         462395542         462464116         462524653         462575911         462628181         462686122         462739194         462797101         462850454         462904665   
448022236      448146316         448268615         448384719         461989741         462073347         462159450         462223850         462279753         462335894         462395567         462464272         462524687         462576083         462628199         462686213         462739202         462797333         462850462         462904913   
448022343      448146472         448268755         448384727         461989758         462073354         462159492         462223876         462279787         462335910         462395575         462464280         462524695         462576109         462628249         462686239         462739244         462797341         462850496         462904947   
448022517      448146498         448268763         448384966         461989782         462073396         462159526         462223900         462279795         462335928         462395583         462464298         462524729         462576117         462628306         462686247         462739269         462797366         462850504         462904954   
448022855      448146506         448269217         448385013         461989790         462073404         462159732         462223934         462280223         462336009         462395740         462464306         462524828         462576125         462628454         462686254         462739392         462797382         462850629         462904988   
448022913      448146522         448269241         448385062         461989808         462073412         462159757         462223942         462280249         462336066         462395765         462464355         462524844         462576141         462628488         462686270         462739434         462797408         462850637         462904996   
448022947      448146563         448269340         448385138         461989824         462073420         462159807         462223959         462280256         462336082         462395799         462464371         462524869         462576208         462628496         462686288         462739475         462797440         462850645         462905019   
448022988      448146811         448269357         448385336         461989832         462073560         462159815         462224205         462280264         462336264         462395807         462464603         462524877         462576422         462628520         462684820         462739483         462797564         462850652         462905118   
448022996      448146845         448269365         448385344         461989881         462073578         462159864         462224239         462280330         462336272         462395872         462464629         462524885         462576471         462628538         462684853         462739509         462797580         462850660         462905142   
448023002      448146878         448269431         448385351         461989899         462073594         462159955         462224262         462280405         462336322         462395930         462464652         462524919         462576497         462628553         462684861         462739525         462797606         462850710         462905167   
448023663      448146894         448270041         448385518         461990095         462073602         462160243         462224270         462280611         462336397         462394180         462464694         462525122         462576505         462628645         462684887         462739632         462797622         462850884         462905183   
448023705      448146910         448270074         448385542         461990103         462073636         462160250         462224361         462280629         462336496         462394198         462464785         462525148         462576513         462628660         462684895         462739640         462797630         462850892         462905209   
448023804      448146936         448270132         448385575         461990111         462073651         462160268         462224395         462280645         462336512         462394206         462464819         462525254         462576554         462628694         462684929         462739657         462797655         462850926         462905217   

 


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448023820      448147280         448270140         448385906         461990129         462070566         462160276         462224577         462280736         462336736         462394214         462465055         462525262         462576711         462628702         462685041         462739673         462797770         462850934         462905332   
448023861      448147348         448270157         448385914         461990137         462070624         462160284         462224593         462280785         462336777         462394263         462465089         462525270         462576729         462628728         462685058         462739764         462797796         462850967         462905340   
448023994      448147355         448270181         448385948         461990160         462070681         462160391         462224601         462280801         462336801         462394289         462465105         462525312         462576752         462628736         462685066         462739814         462797812         462850975         462905373   
448019828      448147397         448270504         448385997         461990368         462070756         462160573         462224619         462280967         462336819         462394453         462465113         462525478         462576794         462628843         462685082         462739822         462797820         462851064         462905431   
448019885      448147413         448270546         448386003         461990376         462070806         462160599         462224650         462280975         462336835         462394479         462465121         462525486         462576802         462628850         462685090         462739848         462797838         462851072         462905449   
448019943      448147496         448270561         448386011         461990392         462070814         462160631         462224726         462280983         462336850         462394487         462465162         462525536         462576851         462628868         462685116         462739905         462797853         462851080         462905456   
448019984      448147751         448270801         448386391         461990434         462071143         462160649         462224924         462281007         462337098         462394529         462465170         462525551         462576943         462628876         462685231         462739939         462798018         462851106         462905571   
448020024      448147793         448270892         448386409         461990475         462071184         462160664         462224940         462281015         462337106         462394537         462465204         462525585         462576976         462628884         462685249         462739947         462798042         462851122         462905605   
448020073      448147801         448270900         448386417         461990483         462071200         462160672         462224973         462281080         462337130         462394545         462465212         462525593         462577008         462628900         462685256         462739954         462798059         462851130         462905613   
448020313      448147884         448271148         448386474         461990699         462071275         462160730         462225020         462281270         462337163         462394735         462465238         462525841         462577016         462629007         462685272         462740085         462798067         462851338         462905639   
448020339      448147892         448271205         448386532         461990756         462071283         462160755         462225046         462281288         462337171         462394743         462465295         462525866         462577024         462629023         462685314         462740093         462798075         462851387         462905647   
448020370      448147900         448271221         448386557         461990772         462071333         462160839         462225061         462281320         462337189         462394750         462465329         462525874         462577032         462629031         462685348         462740143         462798083         462851403         462905696   
448020412      448147926         448271478         448386755         461990798         462071515         462160862         462225228         462281353         462337296         462394768         462465543         462525882         462577164         462629049         462685488         462740150         462796376         462851452         462905852   
448020479      448147975         448271494         448386847         461990822         462071556         462160912         462225244         462281361         462337312         462394776         462465618         462525890         462577172         462629064         462685504         462740176         462796384         462851460         462905910   
448020487      448148015         448271510         448386961         461990855         462071630         462160953         462225269         462281429         462337379         462394792         462465675         462525908         462577180         462629098         462685512         462740192         462796392         462851478         462905928   
448020792      448148023         448271874         448387100         461991069         462071739         462161290         462225301         462281577         462337395         462394966         462465683         462523812         462577198         462629189         462685520         462740382         462796400         462851593         462905936   
448020818      448148031         448271932         448387118         461991085         462071747         462161316         462225319         462281601         462337411         462394990         462465691         462523846         462577222         462629197         462685538         462740390         462796418         462851601         462905951   
448020826      448148056         448271999         448387175         461991119         462071796         462161324         462225327         462281627         462337429         462395021         462465758         462523853         462577230         462629213         462685546         462740408         462796426         462851619         462905969   
448020842      448148502         448272005         448387480         461991143         462072117         462161332         462222738         462281635         462337528         462395039         462465857         462523861         462577420         462629239         462685652         462740432         462796558         462851627         462906157   
448020875      448148536         448272161         448387639         461991184         462072216         462161365         462222746         462281650         462337536         462395054         462465873         462523911         462577438         462629254         462685678         462740440         462796590         462851635         462906165   
448020883      448148544         448272179         448387688         461991192         462072331         462161381         462222787         462281684         462337544         462395062         462465899         462523952         462577453         462629262         462685702         462740499         462796632         462851650         462906173   
448021386      448148551         448267815         448387928         461991481         462072497         462161720         462222795         462281833         462337551         462395179         462465972         462524166         462577479         462629353         462685710         462740655         462796640         462851668         462906181   
448021394      448148650         448267898         448387977         461991515         462072547         462161761         462222944         462281874         462337569         462395187         462465980         462524182         462577560         462629361         462685744         462740671         462796665         462851676         462906223   
448021477      448148734         448267989         448387985         461991523         462072554         462161795         462222969         462281916         462337577         462395195         462465998         462524190         462577586         462629387         462685769         462740747         462796681         462851692         462906249   
448021527      448148965         448267997         448388546         461991549         462072810         462161852         462223173         462281965         462337734         462395229         462466160         462524216         462577628         462629395         462685900         462740754         462796764         462851718         462906397   
448021535      448148999         448268003         448388579         461991689         462072828         462161977         462223215         462281973         462337742         462395245         462466178         462524232         462577636         462629403         462685934         462740762         462796806         462851742         462906405   
448021568      448149146         448268029         448388629         461991739         462072844         462162009         462223256         462281981         462337833         462395252         462466186         462524240         462577669         462629411         462685959         462740770         462796814         462851759         462906413   
448021857      448149229         448268342         448388835         461991937         462072877         462162181         462223264         462282047         462337841         462395377         462466202         462524489         462577677         462629510         462685967         462740879         462796822         462851841         462906421   
448021865      448149369         448268409         448388918         461991986         462072893         462162207         462223298         462282070         462337874         462395385         462466210         462524497         462577693         462629536         462685975         462740895         462796871         462851866         462906447   
448021923      448149377         448268425         448388926         461991994         462072919         462162264         462223363         462282104         462337882         462395401         462466236         462524505         462577701         462629544         462685983         462740911         462796947         462851882         462906462   
448021949      448149757         448268433         448388959         461992042         462073081         462162280         462223595         462282138         462338187         462395443         462466384         462524521         462577800         462629577         462686130         462740929         462797135         462851890         462904673   
448022004      448149765         448268482         448388983         461992083         462073115         462162397         462223637         462282252         462338195         462395450         462466418         462524539         462577818         462629601         462686148         462741018         462797168         462851924         462904723   
448022038      448149773         448268532         448388991         461992117         462073198         462162447         462223736         462282286         462338203         462395476         462466426         462524547         462577842         462629619         462686163         462741026         462797176         462851932         462904780   
448022608      448149781         448268789         448389056         461992315         462073222         462162629         462223769         462282518         462338252         462395609         462466434         462524752         462577859         462628348         462686171         462741216         462797184         462852070         462904806   
448022632      448149831         448268847         448389080         461992489         462073255         462162652         462223777         462282534         462338260         462395625         462466467         462524778         462577925         462628363         462686189         462741224         462797200         462852088         462904814   
448022681      448149898         448268862         448389122         461992547         462073297         462162660         462223835         462282542         462338278         462395658         462466491         462524786         462577990         462628397         462686197         462741257         462797234         462852104         462904897   
448022715      448150144         448268920         448389437         461992570         462073438         462162686         462224015         462282583         462336108         462395666         462466699         462524794         462578139         462628413         462686338         462741273         462797473         462852153         462905027   
448022731      448150169         448269126         448389478         461992588         462073446         462162702         462224023         462282609         462336124         462395708         462466707         462524802         462578147         462628421         462686353         462741299         462797481         462852179         462905050   
448022822      448150177         448269134         448389502         461992596         462073479         462162769         462224031         462282625         462336132         462395732         462466723         462524810         462578204         462628439         462686387         462741323         462797515         462852187         462905068   
448023119      448150193         448269522         448389544         461989915         462073487         462162983         462224049         462282757         462336140         462395989         462466749         462524927         462578220         462628579         462686395         462741570         462797531         462852344         462905084   
448023408      448150235         448269688         448389551         461989923         462073495         462163015         462224072         462282781         462336173         462396003         462466764         462524943         462578246         462628587         462686403         462741588         462797549         462852377         462905092   
448023473      448150250         448269712         448389627         461989956         462073529         462163098         462224122         462282807         462336231         462396011         462466798         462524950         462578261         462628595         462686445         462741596         462797556         462852385         462905100   
448023523      448150466         448269746         448390013         461990046         462073669         462163106         462224429         462282823         462336538         462396052         462466996         462524968         462578477         462628603         462686528         462741604         462797663         462852401         462905225   
448023556      448150482         448269795         448390054         461990079         462073677         462163130         462224460         462282864         462336546         462396060         462467044         462524984         462578493         462628611         462686536         462741612         462797671         462852419         462905233   
448023580      448150680         448269928         448390070         461990087         462073685         462163148         462224494         462282872         462336553         462396102         462467051         462525049         462578501         462628629         462686551         462741620         462797697         462852435         462905241   
448024034      448150706         448270199         448390088         461990194         462073693         462163361         462224528         462282997         462336629         462396128         462467135         462525320         462578527         462628744         462686593         462741836         462797739         462852542         462905274   
448024133      448150755         448270249         448390096         461990244         462073701         462163379         462224544         462283003         462336686         462396144         462467176         462525338         462578535         462628777         462686619         462741851         462797747         462852567         462905290   
448024257      448150771         448270256         448390104         461990277         462073735         462163387         462224569         462283029         462336694         462396151         462467218         462525353         462578568         462628785         462686627         462741885         462797762         462852575         462905308   
448024273      448151100         448270280         448390492         461990293         462073743         462163403         462224734         462283060         462336868         462396185         462467515         462525411         462578774         462628801         462686726         462741893         462797879         462852583         462905480   
448024380      448151167         448270355         448390526         461990301         462073750         462163411         462224809         462283094         462336876         462396193         462467531         462525445         462578808         462628819         462686759         462741901         462797937         462852682         462905498   
448024471      448151183         448270371         448390534         461990343         462073792         462163445         462224825         462283102         462336892         462396250         462467556         462525452         462578824         462628827         462686783         462741919         462797978         462852690         462905514   
448024620      448151258         448270918         448390666         461990525         462073883         462163668         462224833         462283219         462336900         462396367         462467564         462525601         462578873         462628918         462686791         462739962         462797986         462852823         462905522   
448024695      448151357         448270934         448390708         461990574         462073933         462163684         462224841         462283268         462337015         462396375         462467572         462525619         462578915         462628926         462686809         462739988         462797994         462852831         462905548   
448024778      448151365         448271064         448390773         461990582         462074006         462163742         462224890         462283276         462337023         462396383         462467580         462525627         462578923         462628934         462686833         462739996         462798000         462852864         462905555   
448024844      448151753         448271098         448391136         461990590         462074311         462163767         462225129         462283292         462337197         462396425         462465345         462525635         462579103         462628942         462686940         462740028         462798109         462852880         462905704   
448024901      448151829         448271122         448391292         461990624         462074329         462163783         462225137         462283300         462337213         462396441         462465378         462525668         462579129         462628967         462686957         462740069         462798133         462852898         462905712   
448024927      448151852         448271130         448391417         461990673         462074345         462163791         462225152         462283318         462337247         462396466         462465386         462525817         462579186         462628991         462686999         462740077         462798174         462852948         462905738   
448025254      448151902         448271585         448391474         461990863         462074352         462160979         462225178         462283524         462337262         462396649         462465428         462525916         462579228         462629106         462687013         462740200         462798190         462853086         462905746   
448025395      448151928         448271627         448391607         461990889         462074386         462161019         462225202         462283540         462337270         462396680         462465485         462525924         462579244         462629122         462687021         462740218         462798216         462853094         462905795   
448025403      448151944         448271676         448391714         461990897         462074444         462161035         462225210         462283557         462337288         462396698         462465527         462525932         462579277         462629130         462687039         462740275         462798224         462853102         462905837   
448025577      448148064         448271692         448391979         461990921         462074618         462161118         462225384         462283573         462337437         462396722         462465766         462525940         462579392         462629155         462687146         462740309         462798232         462853110         462905993   
448025627      448148197         448271726         448392001         461991044         462074626         462161159         462225400         462283615         462337452         462396730         462465774         462525957         462579418         462629163         462687161         462740358         462798299         462853128         462906009   
448025650      448148262         448271767         448392126         461991051         462074758         462161217         462225467         462283631         462337478         462396755         462465790         462525965         462579426         462629171         462687179         462740374         462798307         462853136         462906033   

 


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448026054      448148312         448272195         448392274         461991200         462074766         462161431         462225483         462283813         462337486         462396946         462465816         462526021         462579434         462629270         462687187         462740515         462798323         462853227         462906074   
448026104      448148353         448272252         448392324         461991267         462074808         462161522         462225491         462283870         462337502         462396961         462465824         462526062         462579483         462629288         462687237         462740564         462798364         462853250         462906082   
448026146      448148361         448272351         448392381         461991317         462074824         462161548         462225558         462283904         462337510         462396995         462465840         462526070         462579491         462629304         462687278         462740606         462798380         462853276         462906116   
448026237      448148742         448272377         448392647         461991390         462074972         462161696         462225566         462283938         462337635         462397001         462466020         462526104         462579699         462629312         462687419         462740614         462798521         462853284         462906306   
448026302      448148767         448272393         448392670         461991416         462074998         462161704         462225582         462283953         462337650         462397019         462466061         462526112         462579715         462629338         462687427         462740622         462798562         462853292         462906314   
448026336      448148825         448272682         448392696         461991424         462075003         462161712         462225590         462283987         462337668         462397027         462466079         462526138         462579723         462629346         462687443         462740630         462798604         462853326         462906322   
448026534      448148858         448272690         448392712         461991754         462075011         462162017         462225608         462284175         462337692         462397142         462466087         462526328         462579764         462629437         462687468         462740796         462798646         462851767         462906330   
448026609      448148916         448272781         448392746         461991762         462075029         462162025         462225616         462284183         462337700         462397191         462466095         462526336         462579780         462629445         462687484         462740804         462798679         462851775         462906348   
448026666      448148924         448272807         448392761         461991796         462075052         462162058         462225624         462284191         462337718         462397209         462466111         462526351         462579848         462629452         462687500         462740838         462798687         462851783         462906355   
448026708      448149393         448272823         448393199         461991838         462075169         462162116         462225830         462284217         462337916         462397217         462466251         462526369         462577727         462629486         462687641         462740846         462798802         462851791         462906488   
448026799      448149450         448272831         448393306         461991846         462075193         462162124         462225871         462284225         462338013         462397241         462466269         462526393         462577735         462629494         462687658         462740853         462798810         462851809         462906538   
448026856      448149468         448272849         448393389         461991911         462075201         462162173         462225897         462284233         462338070         462397266         462466293         462526401         462577750         462629502         462687740         462740861         462798828         462851833         462906561   
448027367      448149492         448273292         448393405         461992166         462075219         462162496         462225905         462282351         462338096         462397423         462466301         462526534         462577776         462629635         462687757         462741059         462798851         462851965         462906595   
448027375      448149674         448273342         448393546         461992224         462075227         462162512         462225947         462282393         462338146         462397472         462466327         462526542         462577784         462629650         462687765         462741117         462798877         462851999         462906603   
448027383      448149740         448273367         448393652         461992232         462075235         462162520         462225970         462282401         462338153         462397514         462466368         462526609         462577792         462629668         462687773         462741158         462798885         462852021         462906611   
448027425      448149930         448273417         448389262         461992240         462075359         462162587         462226069         462282443         462338286         462397555         462466517         462526617         462578006         462629684         462687880         462741166         462798984         462852039         462906629   
448027458      448149963         448273433         448389296         461992265         462075375         462162595         462226093         462282484         462338294         462397571         462466558         462526625         462578022         462629692         462687898         462741182         462798992         462852054         462906637   
448027482      448150003         448273458         448389312         461992299         462075383         462162611         462226101         462282492         462338310         462397621         462466608         462526674         462578030         462629726         462687948         462741190         462799008         462852062         462906660   
448027839      448150029         448273730         448389346         461992638         462075409         462162785         462226127         462282666         462338336         462397795         462466616         462526757         462578048         462629734         462687955         462741364         462799016         462852203         462906678   
448027896      448150037         448273847         448389403         461992653         462075425         462162793         462226184         462282674         462338369         462397852         462466640         462526765         462578089         462629759         462687963         462741372         462799024         462852237         462906710   
448027912      448150102         448273854         448389411         461992661         462075458         462162892         462226192         462282682         462338377         462397878         462466665         462526781         462578121         462629767         462688011         462741398         462799149         462852245         462906736   
448027938      448150276         448273896         448389650         461992679         462075706         462162918         462226390         462282690         462338419         462397894         462466806         462526807         462578303         462629791         462688136         462741448         462799289         462852310         462907007   
448027946      448150342         448273961         448389759         461992687         462075870         462162926         462226408         462282724         462338427         462397928         462466848         462526823         462578311         462629866         462688151         462741539         462799297         462852328         462907015   
448027953      448150375         448273995         448389833         461992711         462075896         462162942         462226416         462282732         462338435         462397936         462466863         462526831         462578337         462629874         462688169         462741554         462799305         462852336         462907056   
448028399      448150383         448274639         448389858         461992737         462075912         462163163         462226424         462282880         462338443         462398116         462466871         462526971         462578352         462629940         462688177         462741638         462799354         462852443         462907072   
448028456      448150425         448274688         448389916         461992745         462075979         462163197         462226432         462282898         462338476         462398140         462466905         462526989         462578428         462629965         462688185         462741695         462799370         462852450         462907098   
448028472      448150433         448274704         448389973         461992760         462075995         462163221         462226440         462282906         462338484         462398165         462466962         462526997         462578444         462629973         462688193         462741703         462799388         462852476         462907155   
448028514      448150847         448274746         448390112         461992810         462076365         462163247         462226572         462282963         462338583         462398181         462467267         462527029         462578576         462629981         462686635         462741729         462799552         462852492         462907296   
448028530      448150854         448274779         448390120         461992836         462076464         462163320         462226622         462282971         462338609         462398207         462467317         462527052         462578592         462629999         462686643         462741752         462799594         462852500         462907312   
448028571      448150961         448274787         448390161         461992893         462076597         462163353         462226630         462282989         462338617         462398264         462467382         462527094         462578691         462630005         462686650         462741794         462799644         462852518         462907361   
448028936      448150979         448275164         448390179         461993206         462076639         462163486         462226655         462283110         462338625         462396268         462467390         462527235         462578717         462630104         462686676         462741935         462799727         462852716         462907379   
448028944      448151019         448275230         448390351         461993214         462076647         462163577         462226705         462283151         462338633         462396276         462467457         462527268         462578725         462630120         462686700         462742024         462799750         462852732         462907411   
448029025      448151050         448275248         448390369         461993263         462076662         462163593         462226721         462283169         462338641         462396284         462467473         462527318         462578758         462630138         462686718         462742065         462799818         462852773         462907445   
448029074      448151381         448275305         448390799         461993297         462074014         462163601         462226994         462283185         462338757         462396300         462467606         462527342         462578972         462630153         462686858         462742073         462800152         462852781         462907551   
448029132      448151480         448275313         448390906         461993347         462074022         462163627         462227018         462283193         462338773         462396334         462467622         462527359         462579012         462630187         462686866         462742131         462800186         462852799         462907569   
448029199      448151530         448275362         448390922         461993362         462074048         462163643         462227042         462283201         462338799         462396359         462467630         462527367         462579020         462630203         462686874         462742156         462800228         462852815         462907577   
448025015      448151597         448275529         448391052         461993701         462074204         462163809         462227067         462283334         462338807         462396516         462467648         462527474         462579038         462630302         462686882         462742198         462800277         462852971         462907635   
448025056      448151613         448275644         448391110         461993727         462074287         462163858         462227075         462283359         462338823         462396540         462467689         462527482         462579087         462630310         462686916         462742206         462800285         462853003         462907668   
448025072      448151688         448275651         448391128         461993743         462074303         462163932         462227083         462283383         462338849         462396581         462467697         462527490         462579095         462630328         462686924         462742214         462800335         462853037         462907676   
448025106      448151977         448275685         448391722         461993750         462074485         462163940         462227224         462283433         462339003         462396599         462467705         462527532         462579319         462630336         462687054         462742230         462800640         462853045         462907775   
448025205      448152025         448275693         448391763         461993768         462074493         462163957         462227232         462283490         462339011         462396623         462467721         462527540         462579327         462630344         462687062         462742255         462800673         462853060         462907809   
448025247      448152074         448275701         448391797         461993792         462074501         462163973         462227240         462283508         462339037         462396631         462467739         462527565         462579343         462630351         462687088         462742289         462800707         462853078         462907825   
448025718      448152090         448276113         448391896         461993891         462074519         462164013         462227265         462283656         462339045         462396797         462467762         462527789         462579350         462630443         462687096         462742396         462800715         462853144         462907833   
448025734      448152116         448276139         448391912         461993909         462074535         462164054         462227299         462283680         462339052         462396805         462467796         462527805         462579376         462630468         462687104         462742404         462800723         462853151         462907841   
448025767      448152181         448276147         448391953         461993925         462074584         462164138         462227323         462283706         462339094         462396813         462467812         462527813         462579384         462630476         462687112         462742438         462800731         462853169         462907858   
448025932      448152215         448276154         448392399         461993966         462074857         462164187         462227547         462283722         462339169         462396854         462467978         462527821         462579517         462630484         462687286         462742446         462798398         462853177         462908047   
448025999      448152256         448276170         448392498         461993982         462074881         462164245         462227562         462283748         462339185         462396888         462467986         462527839         462579582         462630492         462687302         462742479         462798414         462853185         462908062   
448026039      448152264         448276295         448392506         461994022         462074899         462164286         462227588         462283771         462339201         462396912         462467994         462527847         462579590         462630500         462687310         462742487         462798430         462853193         462908120   
448026351      448152272         448276600         448392514         461994220         462074915         462164427         462227596         462283995         462339219         462397035         462468018         462526179         462579608         462630583         462687336         462742685         462798448         462853334         462908138   
448026369      448152314         448276642         448392563         461994238         462074931         462164443         462227612         462284019         462339250         462397043         462468059         462526187         462579616         462630591         462687369         462742693         462798455         462853342         462908161   
448026427      448152538         448276659         448392613         461994261         462074964         462164468         462227638         462284027         462339268         462397068         462468067         462526203         462579673         462630609         462687385         462742701         462798497         462853359         462908203   
448026484      448153270         448276741         448392910         461994295         462075086         462164500         462225657         462284050         462339375         462397076         462468265         462526252         462579897         462630617         462687526         462742719         462798703         462853375         462908328   
448026500      448153296         448276782         448392928         461994303         462075102         462164609         462225707         462284092         462339458         462397084         462468273         462526286         462579913         462630633         462687534         462742727         462798737         462853383         462908351   
448026518      448153320         448276808         448392936         461994329         462075110         462164666         462225715         462284126         462339466         462397134         462468323         462526302         462579947         462630641         462687559         462742735         462798752         462853391         462908369   
448027003      448153387         448272864         448393058         461994527         462075128         462164831         462225731         462284258         462339490         462397316         462468356         462526450         462579970         462630724         462687567         462742867         462798778         462853409         462908385   
448027037      448153445         448272880         448393082         461994576         462075136         462164880         462225756         462284266         462339524         462397324         462468414         462526476         462579988         462630732         462687609         462742891         462798786         462853417         462908393   
448027128      448153460         448272914         448393165         461994584         462075151         462164930         462225772         462284340         462339532         462397332         462468471         462526484         462580010         462630740         462687633         462742909         462798794         462853425         462908401   
448027250      448153882         448273060         448393819         461994659         462075268         462164989         462225988         462284365         462339797         462397357         462468653         462526492         462580044         462630757         462687799         462742933         462798893         462853433         462908609   
448027292      448153957         448273110         448393835         461994667         462075276         462164997         462225996         462284399         462339821         462397381         462468687         462526518         462580051         462630765         462687807         462742941         462798919         462853441         462908625   
448027318      448153965         448273144         448394023         461994725         462075292         462165028         462226002         462284407         462339839         462397415         462468695         462526526         462580085         462630773         462687831         462742966         462798935         462853458         462908633   
448027516      448154138         448273532         448394064         461994931         462075326         462165218         462226028         462284415         462339854         462397639         462468729         462526690         462580101         462630864         462687849         462743089         462798943         462853615         462908658   
448027557      448154153         448273565         448394080         461994956         462075334         462165234         462226036         462284431         462339904         462397647         462468760         462526708         462580119         462630872         462687856         462743105         462798950         462853631         462908666   
448027599      448154161         448273623         448394114         461994972         462075342         462165259         462226044         462284449         462339920         462397670         462468794         462526716         462580127         462630880         462687872         462743113         462798976         462853649         462908674   

 


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448027607      448154633         448273656         448394130         461994998         462075490         462165267         462226242         462284456         462340068         462397688         462468943         462526724         462580291         462630898         462688037         462743121         462799156         462853664         462906751   
448027680      448154658         448273680         448394189         461995060         462075565         462165275         462226283         462284472         462340092         462397746         462468950         462526732         462580309         462630914         462688052         462743139         462799164         462853672         462906876   
448027706      448154732         448273722         448394221         461995102         462075573         462165283         462226291         462284498         462340134         462397779         462468968         462526740         462580317         462630930         462688078         462743154         462799198         462853698         462906892   
448028001      448154757         448274142         448394262         461995375         462075581         462165564         462226309         462284654         462340142         462397993         462468976         462526849         462580325         462629882         462688086         462743352         462799206         462853839         462906918   
448028068      448154773         448274167         448394346         461995409         462075599         462165598         462226341         462284696         462340191         462398041         462468984         462526872         462580341         462629890         462688110         462743360         462799248         462853847         462906934   
448028100      448154823         448274209         448394387         461995417         462075607         462165606         462226374         462284704         462340209         462398058         462468992         462526906         462580408         462629908         462688128         462743386         462799263         462853854         462906991   
448028159      448155366         448274290         448394676         461995441         462076050         462165622         462226465         462284712         462338500         462398066         462469230         462526922         462580499         462629916         462688243         462743394         462799396         462853888         462907171   
448028274      448155465         448274480         448394742         461995466         462076068         462165663         462226499         462284746         462338518         462398090         462469271         462526948         462580515         462629924         462688284         462743402         462799420         462853904         462907197   
448028357      448155523         448274498         448394767         461995516         462076092         462165671         462226515         462284753         462338526         462398108         462469289         462526963         462580523         462629932         462688292         462743410         462799453         462853920         462907213   
448028605      448155549         448274878         448394809         461992943         462076233         462165895         462226523         462284886         462338534         462398280         462469297         462527110         462580556         462630013         462688326         462743568         462799461         462854183         462907247   
448028704      448155606         448274936         448394817         461992984         462076241         462165903         462226556         462284894         462338567         462398298         462469347         462527144         462580648         462630021         462688342         462743576         462799479         462854209         462907262   
448028738      448155630         448275040         448394866         461993024         462076357         462165960         462226564         462284902         462338575         462398306         462469354         462527169         462580663         462630039         462688367         462743634         462799537         462854217         462907288   
448028787      448156497         448275115         448395103         461993032         462076720         462165978         462226804         462284910         462338658         462398322         462469487         462527193         462580929         462630062         462688375         462743642         462799883         462854233         462907478   
448028795      448156513         448275123         448395129         461993065         462076761         462165986         462226820         462284928         462338674         462398330         462469495         462527219         462580945         462630088         462688417         462743659         462799974         462854241         462907486   
448028852      448156604         448275149         448395152         461993123         462076837         462165994         462226846         462284944         462338682         462398348         462469511         462527227         462580960         462630096         462688433         462743675         462799982         462854266         462907502   
448029223      448156620         448275370         448395269         461993412         462076852         462166174         462226861         462285081         462338690         462398363         462469529         462527375         462580986         462630229         462688441         462743774         462800061         462854415         462907510   
448029264      448156661         448275396         448395335         461993487         462076860         462166182         462226895         462285123         462338716         462398397         462469545         462527383         462580994         462630252         462688466         462743782         462800079         462854423         462907528   
448029272      448156703         448275438         448395426         461993552         462076878         462166232         462226937         462285156         462338740         462398405         462469586         462527391         462581018         462630260         462688474         462743790         462800095         462854431         462907536   
448029280      448156901         448275446         448396051         461993594         462076886         462166281         462227117         462285164         462338872         462398413         462469727         462527409         462581224         462630278         462688573         462743816         462800418         462854464         462907692   
448029298      448156950         448275487         448396101         461993677         462076894         462166299         462227158         462285198         462338880         462398462         462469743         462527417         462581240         462630286         462688581         462743832         462800434         462854480         462907700   
448029348      448156976         448275495         448396283         461993693         462076910         462166315         462227166         462285206         462338906         462398496         462469750         462527433         462581257         462630294         462688607         462743840         462800483         462854498         462907726   
448029595      448157081         448275826         448396317         461993818         462076977         462166430         462227190         462285370         462338914         462398645         462469776         462527599         462581265         462630369         462688615         462742305         462800541         462854589         462907734   
448029876      448157107         448275867         448396390         461993826         462076993         462166455         462227208         462285388         462338930         462398652         462469792         462527631         462581273         462630377         462688680         462742313         462800574         462854597         462907759   
448029884      448157131         448275933         448396440         461993834         462077025         462166539         462227216         462285396         462338948         462398660         462469800         462527680         462581299         462630385         462688706         462742321         462800608         462854605         462907767   
448029892      448157743         448275941         448396705         461993842         462077504         462166547         462227331         462285404         462339102         462398678         462467820         462527698         462581414         462630393         462688870         462742339         462800756         462854613         462907882   
448030007      448157784         448275958         448396754         461993867         462077520         462166562         462227380         462285420         462339110         462398694         462467853         462527714         462581448         462630419         462688896         462742347         462800764         462854647         462907924   
448030247      448157826         448276089         448396804         461993875         462077587         462166588         462227448         462285438         462339128         462398702         462467861         462527730         462581455         462630435         462688904         462742362         462800798         462854654         462907940   
448030643      448157875         448276337         448396861         461994048         462077603         462164294         462227455         462285628         462339136         462398892         462467887         462527862         462581489         462630518         462688938         462742511         462800830         462854761         462908005   
448030676      448157891         448276428         448396887         461994139         462077629         462164310         462227463         462285651         462339144         462398959         462467895         462527870         462581497         462630526         462688961         462742628         462800855         462854779         462908013   
448030734      448157917         448276485         448396895         461994162         462077637         462164328         462227539         462285685         462339151         462398967         462467952         462527904         462581505         462630534         462688979         462742636         462800905         462854795         462908021   
448030742      448152587         448276501         448397232         461994170         462077769         462164344         462227679         462285693         462339276         462398975         462468075         462527920         462581588         462630542         462689159         462742651         462800947         462854803         462908211   
448030841      448152736         448276568         448397257         461994196         462077777         462164369         462227687         462285719         462339284         462398991         462468125         462527987         462581620         462630559         462689175         462742669         462800970         462854829         462908237   
448030866      448152827         448276584         448397315         461994204         462077850         462164419         462227703         462285743         462339292         462399015         462468158         462528043         462581646         462630567         462689209         462742677         462800996         462854837         462908260   
448031252      448152918         448276816         448397380         461994352         462077868         462164690         462227711         462285933         462339300         462399122         462468174         462528050         462581653         462630658         462689225         462742750         462801010         462854910         462908286   
448031302      448152959         448276857         448397414         461994386         462077892         462164716         462227778         462285941         462339342         462399155         462468232         462528068         462581695         462630666         462689233         462742776         462801093         462854928         462908294   
448031377      448153015         448276873         448397463         461994402         462077942         462164732         462227802         462285958         462339359         462399163         462468257         462528076         462581703         462630674         462689241         462742784         462801119         462854936         462908302   
448031385      448153544         448276907         448397752         461994410         462078155         462164757         462227828         462285974         462339540         462399221         462468497         462528084         462581885         462630682         462689472         462742818         462801275         462854944         462908450   
448031427      448153577         448276915         448397778         461994451         462078197         462164765         462227901         462286006         462339557         462399239         462468505         462528092         462581901         462630690         462689498         462742834         462801283         462854951         462908476   
448031450      448153684         448276964         448397786         461994493         462078205         462164781         462227927         462286014         462339581         462399247         462468570         462528118         462581927         462630716         462689514         462742842         462801291         462854977         462908500   
448031963      448153692         448277152         448397802         461994774         462078213         462165044         462227943         462286196         462339664         462399320         462468588         462528258         462581935         462630781         462689522         462742990         462801309         462853490         462908534   
448031997      448153809         448277202         448397828         461994782         462078254         462165077         462227950         462286204         462339748         462399502         462468604         462528266         462581943         462630799         462689530         462743006         462801325         462853508         462908559   
448032011      448153841         448277251         448397869         461994832         462078262         462165093         462228008         462286238         462339789         462399528         462468638         462528274         462581976         462630807         462689555         462743030         462801333         462853516         462908591   
448032300      448154237         448277269         448398214         461994857         462078395         462165101         462228131         462286246         462339979         462399536         462468844         462528308         462580135         462630815         462689704         462743048         462801465         462853573         462908682   
448032318      448154245         448277319         448398248         461994865         462078437         462165127         462228149         462286287         462339987         462399544         462468851         462528324         462580200         462630823         462689712         462743055         462801499         462853581         462908690   
448032326      448154310         448277434         448398453         461994873         462078478         462165135         462228156         462286295         462339995         462399551         462468893         462528332         462580218         462630856         462689720         462743063         462801549         462853599         462908708   
448032656      448154427         448277988         448398644         461995169         462078676         462165325         462228172         462284506         462340001         462399676         462468919         462528456         462580226         462630955         462689738         462743204         462801606         462853706         462908724   
448032813      448154526         448278093         448398735         461995235         462078692         462165333         462228214         462284530         462340019         462399684         462468927         462528472         462580259         462630963         462689779         462743220         462801622         462853722         462908740   
448032839      448154575         448278184         448398859         461995268         462078726         462165341         462228230         462284563         462340035         462399692         462468935         462528480         462580267         462630971         462689795         462743303         462801655         462853748         462908765   
448032847      448154831         448278192         448394403         461995318         462078924         462165424         462228438         462284613         462340217         462399700         462469008         462528498         462580416         462631003         462689969         462743311         462801820         462853755         462908799   
448032862      448154864         448278283         448394429         461995334         462078965         462165499         462228487         462284621         462340308         462399718         462469016         462528522         462580424         462631011         462689977         462743337         462801846         462853805         462908807   
448032896      448155184         448278341         448394478         461995342         462079005         462165523         462228511         462284639         462340324         462399726         462469024         462528555         462580432         462631037         462689985         462743345         462801861         462853813         462908823   
448033092      448155291         448278820         448394486         461995557         462079179         462165713         462228529         462284761         462340332         462399817         462469057         462528688         462580440         462631060         462689993         462743451         462801895         462853987         462908856   
448033118      448155341         448278887         448394585         461995565         462079245         462165739         462228545         462284787         462340357         462399866         462469081         462528704         462580457         462631078         462690009         462743469         462801903         462854027         462908864   
448033126      448155358         448278911         448394627         461995581         462079286         462165788         462228560         462284795         462340373         462399882         462469107         462528738         462580473         462631086         462690017         462743485         462801929         462854076         462908898   
448033217      448155812         448279018         448394874         461995599         462079567         462165804         462228818         462284803         462340399         462399908         462469362         462528746         462580697         462631136         462690173         462743493         462802125         462854084         462908997   
448033290      448155895         448279042         448394981         461995607         462079583         462165861         462228909         462284845         462340407         462399932         462469388         462528761         462580705         462631151         462690207         462743527         462802133         462854134         462909011   
448033308      448155911         448279224         448394999         461995615         462079591         462165887         462228917         462284878         462340449         462399940         462469396         462528787         462580754         462631219         462690231         462743535         462802182         462854175         462909037   
448033746      448156141         448279760         448395012         461995656         462079625         462166042         462228925         462284969         462340456         462400078         462469412         462528894         462580762         462631326         462690264         462743683         462802224         462854316         462909045   
448033761      448156356         448279893         448395038         461995698         462079807         462166059         462228966         462284977         462340480         462400110         462469420         462528928         462580820         462631334         462690272         462743691         462802299         462854324         462909086   
448033779      448156430         448279919         448395095         461995714         462079856         462166083         462228974         462285008         462340506         462400128         462469446         462528936         462580846         462631375         462690280         462743725         462802315         462854332         462909128   
448033837      448156745         448279927         448395483         461995748         462080052         462166091         462229055         462285024         462340605         462400136         462469594         462528951         462581026         462631425         462688490         462743733         462802422         462854357         462909243   
448033845      448156778         448280008         448395491         461995763         462080086         462166109         462229063         462285040         462340621         462400201         462469602         462528969         462581059         462631441         462688508         462743758         462802448         462854373         462909250   
448033852      448156786         448280016         448395509         461995789         462080102         462166141         462229105         462285073         462340639         462400227         462469610         462528985         462581075         462631474         462688516         462743766         462802471         462854381         462909318   

 


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448034256      448156844         448280453         448395517         461995995         462080144         462166331         462229147         462285222         462340696         462398512         462469644         462529157         462581109         462631649         462688524         462743899         462802604         462854506         462909334   
448034314      448156877         448280495         448395749         461996001         462080243         462166364         462229154         462285255         462340738         462398538         462469651         462529165         462581117         462631664         462688557         462743949         462802620         462854514         462909367   
448034330      448156893         448280503         448395871         461996019         462080300         462166372         462229162         462285313         462340753         462398553         462469719         462529181         462581133         462631672         462688565         462743980         462802646         462854522         462909375   
448034413      448157156         448280511         448396481         461996050         462077041         462166398         462229303         462285339         462340951         462398579         462469826         462529199         462581315         462631680         462688722         462744004         462802786         462854530         462909516   
448034520      448157354         448280529         448396499         461996084         462077058         462166414         462229337         462285347         462340969         462398587         462469834         462529256         462581356         462631698         462688763         462744012         462802810         462854563         462909524   
448034546      448157404         448280578         448396523         461996159         462077066         462166422         462229345         462285362         462340993         462398611         462469842         462529264         462581364         462631730         462688797         462744020         462802836         462854571         462909532   
448030296      448157446         448280941         448396549         461996373         462077140         462166596         462229352         462285453         462341009         462398710         462469875         462529405         462581372         462631904         462688805         462744046         462802844         462854670         462909540   
448030460      448157487         448280958         448396556         461996456         462077363         462166604         462229360         462285461         462341033         462398736         462469883         462529413         462581398         462631961         462688813         462744053         462802885         462854704         462909557   
448030478      448157594         448280966         448396606         461996472         462077439         462166620         462229378         462285495         462341041         462398751         462469917         462529421         462581406         462631987         462688862         462744095         462802893         462854712         462909565   
448030577      448157941         448281030         448396903         461996563         462077686         462166638         462229543         462285503         462341306         462398835         462469990         462529447         462581513         462632001         462689001         462744111         462803057         462854720         462909714   
448030585      448157990         448281121         448396978         461996639         462077694         462166646         462229550         462285529         462341314         462398843         462470006         462529454         462581521         462632019         462689019         462744129         462803073         462854738         462909730   
448030601      448158048         448281204         448397133         461996654         462077702         462166661         462229568         462285560         462341355         462398868         462470022         462529504         462581539         462632035         462689050         462744137         462803081         462854746         462909748   
448030908      448158089         448281709         448397190         461996878         462077710         462166711         462229576         462285784         462341363         462399023         462470030         462529611         462581554         462632266         462689068         462744236         462803149         462854845         462909771   
448030957      448158105         448281766         448397208         461996910         462077728         462166729         462229584         462285800         462341371         462399049         462470071         462529637         462581562         462632274         462689084         462744244         462803198         462854852         462909789   
448030965      448158154         448281790         448397224         461996936         462077744         462166786         462229618         462285818         462341389         462399056         462470139         462529652         462581570         462632308         462689092         462744251         462803214         462854878         462909797   
448030981      448158162         448281857         448397471         461997009         462077959         462166794         462229733         462285883         462341561         462399072         462470394         462529660         462581737         462632324         462689282         462744269         462801135         462854886         462909953   
448031047      448158196         448281899         448397554         461997025         462078015         462166802         462229758         462285917         462341645         462399080         462470428         462529686         462581745         462632399         462689340         462744277         462801168         462854894         462909979   
448031211      448158352         448281923         448397562         461997033         462078031         462166844         462229790         462285925         462341660         462399098         462470469         462529694         462581752         462632449         462689407         462744285         462801200         462854902         462909995   
448031583      448158394         448282194         448397638         461997173         462078072         462166968         462229816         462286030         462341702         462399254         462470485         462528134         462581760         462632696         462689423         462744509         462801234         462854993         462910019   
448031666      448158402         448282244         448397653         461997181         462078098         462166976         462229857         462286071         462341744         462399270         462470535         462528159         462581778         462632712         462689431         462744517         462801242         462855008         462910043   
448031831      448158436         448282277         448397745         461997199         462078148         462166984         462229865         462286089         462341769         462399288         462470543         462528167         462581802         462632753         462689456         462744541         462801267         462855016         462910084   
448031849      448158782         448282285         448397885         461997207         462078270         462167065         462228016         462286121         462341892         462399296         462470709         462528175         462581984         462632779         462689589         462744574         462801341         462855024         462910290   
448031864      448158857         448282319         448397919         461997223         462078312         462167099         462228040         462286139         462341926         462399304         462470725         462528183         462582008         462632811         462689605         462744624         462801374         462855032         462910324   
448031880      448158949         448282327         448397968         461997231         462078320         462167131         462228073         462286147         462341934         462399312         462470733         462528225         462582057         462632829         462689613         462744640         462801382         462855040         462910357   
448032367      448159046         448277541         448398008         461997520         462078338         462167305         462228099         462286303         462341959         462399569         462470741         462528340         462582065         462632985         462689654         462744830         462801390         462855057         462910373   
448032433      448159079         448277806         448398115         461997561         462078346         462167354         462228107         462286311         462341967         462399593         462470758         462528365         462582115         462633009         462689670         462744848         462801424         462855073         462910423   
448032474      448159103         448277830         448398123         461997579         462078379         462167370         462228115         462286345         462341983         462399619         462470782         462528373         462582198         462633017         462689696         462744855         462801432         462855107         462910449   
448032490      448159558         448277855         448398925         461997587         462078817         462167412         462228289         462286360         462342205         462399627         462470931         462528399         462582214         462633033         462689803         462744863         462801697         462855123         462910530   
448032516      448159590         448277913         448398933         461997595         462078841         462167446         462228297         462286386         462342213         462399643         462470956         462528407         462582230         462633090         462689852         462744871         462801721         462855131         462910548   
448032607      448159624         448277962         448398974         461997603         462078866         462167461         462228321         462286402         462342239         462399650         462470964         462528431         462582248         462633108         462689878         462744889         462801754         462855149         462910555   
448032904      448159640         448278366         448398982         461997793         462078874         462167602         462228370         462286410         462342247         462399734         462470972         462528571         462582289         462633280         462689910         462745001         462801770         462855271         462910563   
448032920      448159665         448278382         448399022         461997819         462078882         462167628         462228404         462286436         462342312         462399742         462470980         462528597         462582297         462633306         462689928         462745027         462801796         462855297         462910589   
448032953      448159699         448278390         448399139         461997827         462078890         462167651         462228412         462286444         462342387         462399759         462470998         462528621         462582305         462633363         462689951         462745092         462801804         462855321         462910613   
448032961      448159947         448278531         448399170         461997850         462079294         462167677         462228602         462286519         462342494         462399775         462471129         462528647         462582511         462633371         462690041         462745100         462801952         462855339         462908906   
448033019      448160051         448278580         448399238         461997868         462079328         462167685         462228610         462286535         462342544         462399783         462471137         462528662         462582537         462633389         462690066         462745118         462801960         462855354         462908922   
448033043      448160077         448278770         448399329         461997884         462079344         462167693         462228628         462286543         462342569         462399809         462471145         462528670         462582560         462633405         462690090         462745134         462801986         462855396         462908930   
448033357      448160168         448279331         448399386         461998064         462079427         462167826         462228677         462286675         462342577         462399965         462471152         462528795         462582578         462631235         462690132         462745373         462802026         462855610         462908948   
448033373      448160366         448279455         448399428         461998072         462079500         462167842         462228693         462286691         462342734         462399973         462471160         462528811         462582602         462631243         462690140         462745423         462802083         462855727         462908955   
448033522      448160507         448279497         448399477         461998163         462079526         462167859         462228776         462286709         462342825         462399981         462471186         462528837         462582628         462631268         462690165         462745431         462802109         462855743         462908963   
448033563      448160887         448279547         448400028         461998171         462079898         462167875         462228982         462286717         462340514         462400003         462471285         462528845         462582818         462631292         462690298         462745456         462802356         462855776         462909136   
448033589      448160937         448279596         448400044         461998262         462079906         462167891         462229006         462286725         462340530         462400045         462471319         462528860         462582834         462631300         462690306         462745498         462802372         462855792         462909177   
448033605      448161034         448279638         448400069         461998296         462079963         462167909         462229014         462286766         462340548         462400052         462471335         462528878         462582842         462631318         462690330         462745522         462802380         462855834         462909185   
448033860      448161059         448280065         448400093         461995797         462079971         462167990         462229022         462286881         462340555         462400243         462471350         462528993         462582883         462631482         462690371         462745704         462802398         462855966         462909201   
448033910      448161133         448280081         448400101         461995813         462080003         462168014         462229030         462286964         462340563         462400250         462471376         462529041         462582941         462631490         462690413         462745761         462802406         462855982         462909219   
448034025      448161208         448280115         448400119         461995847         462080029         462168022         462229048         462286980         462340571         462400284         462471384         462529058         462583006         462631557         462690421         462745787         462802414         462855990         462909227   
448034082      448161513         448280123         448400366         461995888         462080326         462168030         462229170         462286998         462340761         462400292         462471483         462529082         462583204         462631565         462690439         462745803         462802653         462856006         462909383   
448034132      448161521         448280172         448400390         461995961         462080342         462168048         462229204         462287012         462340787         462400300         462471491         462529116         462583220         462631573         462690447         462745811         462802661         462856014         462909417   
448034249      448161596         448280420         448400424         461995979         462080359         462168055         462229246         462287046         462340795         462400318         462471525         462529124         462583238         462631631         462690470         462745845         462802679         462856022         462909433   
448034595      448161620         448280677         448400457         461996175         462080458         462168147         462229261         462287186         462340845         462400326         462471541         462529280         462583261         462631748         462690496         462746009         462802711         462856139         462909466   
448034710      448161661         448280701         448400465         461996258         462080581         462168162         462229287         462287202         462340894         462400334         462471566         462529298         462583303         462631789         462690504         462746058         462802729         462856162         462909482   
448034736      448161729         448280743         448400481         461996274         462080599         462168196         462229295         462287228         462340928         462400375         462471582         462529314         462583337         462631813         462690520         462746090         462802760         462856170         462909508   
448034769      448161992         448280750         448400697         461996282         462080631         462168204         462229402         462287251         462341082         462400417         462471673         462529330         462583485         462631854         462690652         462746132         462802901         462856196         462909581   
448034793      448162057         448280784         448400747         461996316         462080698         462168212         462229410         462287277         462341116         462400425         462471681         462529363         462583501         462631870         462690660         462746140         462802919         462856212         462909623   
448034843      448162198         448280909         448400754         461996340         462080706         462168253         462229436         462287293         462341165         462400441         462471699         462529371         462583519         462631896         462690686         462746165         462802976         462856238         462909649   
448034934      448162214         448281279         448400820         461996738         462080763         462168501         462229477         462287475         462341173         462400649         462471707         462529520         462583535         462632076         462690694         462744145         462802984         462856352         462909664   
448034983      448162222         448281493         448400846         461996746         462080771         462168543         462229485         462287491         462341249         462400664         462471723         462529538         462583626         462632118         462690702         462744160         462803008         462856386         462909680   
448035014      448162263         448281501         448400879         461996753         462080888         462168600         462229501         462287525         462341280         462400672         462471731         462529546         462583634         462632142         462690728         462744178         462803032         462856394         462909698   
448035071      448162636         448281535         448401349         461996829         462081118         462168642         462229626         462287533         462341397         462400698         462470170         462529561         462583758         462632167         462690819         462744194         462803222         462856402         462909805   
448035113      448162669         448281618         448401364         461996837         462081126         462168659         462229634         462287541         462341405         462400722         462470196         462529595         462583766         462632209         462690843         462744202         462803255         462856436         462909813   
448035238      448162925         448281675         448401398         461996860         462081167         462168709         462229642         462287566         462341439         462400730         462470220         462529603         462583782         462632217         462690850         462744210         462803289         462856451         462909821   
448035428      448162974         448281980         448401455         461997041         462081209         462166851         462229675         462287855         462341488         462400920         462470246         462529702         462583808         462632456         462690884         462744301         462803297         462856584         462909870   
448035436      448163105         448281998         448401489         461997058         462081225         462166869         462229683         462287871         462341504         462400953         462470287         462529769         462583816         462632530         462690900         462744350         462803305         462856592         462909896   
448035469      448163238         448282004         448401539         461997124         462081241         462166877         462229709         462287897         462341512         462400961         462470303         462529785         462583832         462632563         462690926         462744384         462803354         462856683         462909920   

 


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448035519      448158527         448282061         448401901         461997132         462081449         462166885         462229899         462287913         462341777         462400995         462470550         462529801         462584111         462632571         462691031         462744392         462803370         462856717         462910159   
448035584      448158592         448282137         448401919         461997140         462081456         462166935         462229923         462287954         462341785         462401035         462470576         462529819         462584145         462632605         462691064         462744418         462803396         462856725         462910167   
448035592      448158618         448282160         448401935         461997165         462081498         462166950         462229956         462287988         462341827         462401043         462470618         462529876         462584160         462632613         462691072         462744459         462803404         462856741         462910241   
448035816      448158634         448282384         448401976         461997280         462081506         462167156         462229964         462288168         462341850         462401225         462470642         462529884         462584178         462632860         462691098         462744699         462803412         462856857         462910258   
448035873      448158675         448282418         448402008         461997322         462081670         462167180         462229980         462288200         462341868         462401233         462470659         462529900         462584202         462632894         462691114         462744707         462803438         462856865         462910266   
448035881      448158691         448282434         448402131         461997348         462081720         462167214         462229998         462288218         462341884         462401241         462470667         462529926         462584210         462632928         462691122         462744772         462803453         462856873         462910274   
448035907      448159210         448282509         448402297         461997363         462082066         462167222         462230012         462288234         462341991         462401282         462470824         462529934         462584327         462632944         462691288         462744806         462803594         462856881         462910456   
448035915      448159301         448282517         448402412         461997397         462082108         462167263         462230020         462288267         462342049         462401308         462470832         462529959         462584335         462632969         462691296         462744814         462803602         462856899         462910464   
448035956      448159343         448282525         448402453         461997439         462082124         462167297         462230046         462288275         462342080         462401316         462470840         462529967         462584350         462632977         462691304         462744822         462803610         462856907         462910472   
448036483      448159434         448282632         448402461         461997637         462082132         462167479         462230145         462288556         462342098         462401480         462470865         462530114         462584368         462633116         462691312         462744897         462803636         462855172         462910498   
448036509      448159459         448282756         448402529         461997686         462082249         462167495         462230186         462288564         462342114         462401563         462470881         462530148         462584384         462633173         462691320         462744913         462803644         462855180         462910514   
448036517      448159517         448282798         448402578         461997694         462082280         462167552         462230194         462288598         462342130         462401571         462470923         462530163         462584400         462633199         462691346         462744921         462803685         462855198         462910522   
448036590      448159731         448282913         448403097         461997710         462082520         462167560         462230327         462288606         462342411         462401597         462471020         462530221         462582321         462633207         462691494         462744962         462803800         462855206         462910621   
448036673      448159780         448283002         448403147         461997736         462082538         462167586         462230343         462288630         462342437         462401613         462471038         462530247         462582339         462633249         462691502         462744970         462803867         462855230         462910639   
448036798      448159806         448283010         448403253         461997751         462082603         462167594         462230384         462288655         462342445         462401621         462471061         462530254         462582388         462633264         462691510         462744988         462803974         462855263         462910647   
448037192      448159863         448283259         448403295         461997892         462082637         462167727         462230392         462286568         462342452         462401779         462471087         462530346         462582438         462633447         462691528         462745175         462804014         462855438         462910688   
448037200      448159897         448283267         448403303         461997900         462082652         462167735         462230400         462286576         462342460         462401803         462471095         462530353         462582461         462633454         462691544         462745183         462804030         462855511         462910720   
448037275      448159905         448283325         448403428         461997918         462082660         462167776         462230475         462286592         462342486         462401811         462471111         462530361         462582487         462633470         462691551         462745241         462804048         462855537         462910746   
448037309      448160531         448283341         448399550         461997959         462083015         462167784         462230566         462286626         462342924         462401829         462471194         462530387         462582644         462633512         462691700         462745266         462804204         462855545         462910779   
448037432      448160556         448283358         448399592         461997967         462083031         462167800         462230574         462286659         462342940         462401837         462471202         462530403         462582685         462633538         462691734         462745316         462804220         462855560         462910795   
448037440      448160564         448283374         448399774         461997975         462083056         462167818         462230590         462286667         462342965         462401852         462471210         462530411         462582693         462633553         462691742         462745357         462804238         462855578         462910845   
448037929      448160788         448284240         448399808         461998304         462083072         462167917         462230632         462286774         462342999         462402017         462471251         462530569         462582701         462633561         462691775         462745571         462804246         462855842         462910852   
448038026      448160812         448284265         448399824         461998312         462083080         462167925         462230681         462286782         462343005         462402041         462471269         462530577         462582784         462633579         462691783         462745639         462804253         462855859         462910886   
448038042      448160838         448284315         448399865         461998338         462083114         462167933         462230699         462286816         462343039         462402074         462471277         462530585         462582792         462633652         462691809         462745647         462804287         462855875         462910894   
448038075      448161224         448284356         448400135         461998346         462083569         462167941         462230830         462286824         462343062         462402090         462471392         462530593         462583071         462633660         462691924         462745662         462804576         462855891         462911017   
448038109      448161232         448284364         448400150         461998379         462083676         462167958         462230848         462286840         462343112         462402124         462471418         462530601         462583097         462633710         462691932         462745670         462804618         462855917         462911025   
448038257      448161299         448284422         448400184         461998387         462083692         462167974         462230855         462286873         462343211         462402132         462471426         462530619         462583139         462633744         462691957         462745696         462804667         462855933         462911033   
448038489      448161364         448284679         448400192         461998411         462083718         462168063         462230871         462287079         462343237         462402413         462471434         462530692         462583147         462633876         462691981         462745860         462804675         462856030         462911041   
448038497      448161406         448284828         448400200         461998452         462083767         462168071         462230905         462287087         462343260         462402447         462471442         462530718         462583170         462633892         462691999         462745878         462804691         462856055         462911066   
448038620      448161489         448284844         448400341         461998460         462083841         462168089         462230913         462287095         462343278         462402553         462471467         462530726         462583188         462633900         462692005         462745894         462804709         462856089         462911074   
448038646      448161737         448284869         448400499         461998478         462084021         462168097         462231077         462287103         462343385         462402561         462471590         462530734         462583345         462633926         462690538         462745936         462804899         462856097         462911298   
448038679      448161745         448284893         448400572         461998585         462084047         462168121         462231085         462287129         462343419         462402637         462471616         462530742         462583352         462633942         462690561         462745951         462804907         462856105         462911306   
448038778      448161778         448284927         448400606         461998593         462084054         462168139         462231093         462287178         462343427         462402652         462471632         462530759         462583360         462633959         462690587         462745977         462804949         462856121         462911314   
448039222      448161794         448285270         448400614         461998874         462084062         462168279         462231101         462287301         462343450         462400466         462471640         462530841         462583394         462634106         462690595         462746173         462804956         462856246         462911348   
448039230      448161935         448285379         448400630         461998924         462084088         462168360         462231119         462287343         462343476         462400482         462471657         462530858         462583410         462634122         462690629         462746215         462804998         462856287         462911355   
448039263      448161950         448285387         448400663         461998940         462084096         462168410         462231127         462287350         462343542         462400516         462471665         462530866         462583444         462634148         462690637         462746264         462805003         462856295         462911371   
448039271      448162412         448285460         448401125         461998981         462080953         462168428         462231291         462287392         462343682         462400557         462471749         462530874         462583667         462634155         462690736         462746272         462805144         462856311         462911462   
448039297      448162438         448285502         448401133         461998999         462081001         462168436         462231309         462287434         462343740         462400573         462471756         462530890         462583675         462634189         462690751         462746306         462805193         462856337         462911470   
448039313      448162453         448285585         448401208         461999005         462081027         462168485         462231317         462287467         462343765         462400599         462471764         462530908         462583691         462634239         462690769         462746314         462805201         462856345         462911488   
448035253      448162511         448285882         448401224         461999153         462081035         462168725         462231325         462287574         462343781         462400755         462471780         462530999         462583725         462634437         462690777         462746322         462805276         462856469         462911504   
448035329      448162537         448285965         448401307         461999237         462081050         462168733         462231333         462287582         462343823         462400813         462471814         462531005         462583733         462634460         462690793         462746371         462805284         462856485         462911520   
448035337      448162602         448286054         448401315         461999252         462081068         462168741         462231341         462287624         462343898         462400821         462471822         462531021         462583741         462634478         462690801         462746397         462805292         462856519         462911538   
448035345      448163279         448286096         448401570         461999278         462081274         462168758         462231556         462287640         462344037         462400854         462471848         462531039         462583873         462634486         462690942         462746405         462805490         462856535         462911645   
448035352      448163303         448286179         448401612         461999310         462081373         462168824         462231564         462287764         462344060         462400888         462471855         462531054         462583881         462634502         462690959         462746454         462805516         462856543         462911652   
448035386      448163352         448286195         448401679         461999351         462081407         462168865         462231598         462287822         462344078         462400912         462471863         462531062         462583923         462634510         462690975         462746462         462805524         462856576         462911710   
448035600      448163360         448286583         448401786         461999583         462081415         462168899         462231614         462287996         462344094         462401092         462471871         462531161         462584046         462634635         462690983         462746579         462805532         462856758         462911728   
448035626      448163394         448286641         448401851         461999591         462081423         462168964         462231622         462288036         462344128         462401126         462471897         462531179         462584061         462634726         462690991         462746595         462805540         462856766         462911744   
448035634      448163428         448286666         448401893         461999609         462081431         462168980         462231655         462288101         462344136         462401142         462471905         462531187         462584087         462634759         462691007         462746603         462805557         462856774         462911751   
448035667      448163477         448286690         448402149         461999641         462081787         462169053         462231754         462288119         462344375         462401159         462472044         462531211         462584244         462634775         462691163         462746652         462803461         462856808         462911850   
448035717      448163485         448286716         448402164         461999666         462081845         462169095         462231770         462288127         462344409         462401175         462472051         462531229         462584269         462634791         462691171         462746686         462803479         462856824         462911868   
448035741      448163519         448286732         448402180         461999682         462081910         462169137         462231788         462288143         462344417         462401191         462472069         462531237         462584285         462634809         462691239         462746694         462803487         462856840         462911876   
448035972      448163600         448286930         448402198         462000100         462081944         462169343         462231796         462288283         462344433         462401332         462472077         462529991         462584293         462635020         462691247         462746785         462803537         462856923         462911892   
448036061      448163659         448286955         448402206         462000209         462081951         462169368         462231812         462288317         462344458         462401357         462472085         462530007         462584301         462635046         462691254         462746801         462803578         462856956         462911918   
448036087      448163667         448286989         448402271         462000225         462081993         462169418         462231820         462288341         462344482         462401365         462472093         462530015         462584319         462635061         462691262         462746819         462803586         462856964         462911926   
448036137      448164053         448287011         448402586         462000241         462082330         462169533         462230251         462288374         462344656         462401381         462472184         462530031         462584418         462635079         462691353         462746827         462803693         462856972         462912015   
448036194      448164061         448287052         448402628         462000274         462082355         462169566         462230269         462288432         462344730         462401423         462472192         462530098         462584434         462635095         462691361         462746850         462803701         462856980         462912023   
448036228      448164137         448287078         448402669         462000290         462082421         462169590         462230277         462288473         462344763         462401431         462472200         462530106         462584442         462635186         462691379         462746876         462803719         462857004         462912031   
448036814      448164178         448283077         448402685         462000662         462082447         462169806         462230285         462288705         462344789         462401654         462472218         462530270         462584475         462635376         462691429         462747056         462803735         462857020         462912080   
448036848      448164194         448283085         448402834         462000688         462082462         462169848         462230293         462288721         462344847         462401704         462472291         462530296         462584517         462635392         462691437         462747064         462803743         462857053         462912106   
448036954      448164244         448283119         448403022         462000696         462082488         462169855         462230319         462288747         462344854         462401712         462472309         462530304         462584541         462635434         462691445         462747072         462803750         462857095         462912130   
448036988      448164467         448283168         448403451         462000738         462082678         462169863         462230483         462288804         462344979         462401738         462472507         462530312         462584608         462635459         462691593         462747080         462804055         462857103         462912320   
448036996      448164483         448283200         448403501         462000746         462082827         462169889         462230491         462288820         462344987         462401753         462472515         462530320         462584616         462635541         462691619         462747122         462804071         462857111         462912346   
448037069      448164509         448283234         448403568         462000795         462082876         462169897         462230517         462288853         462345067         462401761         462472531         462530338         462584624         462635566         462691635         462747130         462804089         462857137         462912361   

 


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448037549      448164525         448283382         448403584         462001025         462082918         462170044         462230525         462288861         462345075         462401860         462472606         462530429         462584632         462635749         462691676         462747213         462804147         462857251         462912395   
448037606      448164541         448283440         448403592         462001058         462082934         462170135         462230533         462288879         462345125         462401928         462472655         462530437         462584665         462635756         462691684         462747221         462804170         462857277         462912411   
448037648      448164582         448283606         448403634         462001082         462082975         462170184         462230541         462288887         462345141         462401936         462472663         462530460         462584681         462635772         462691692         462747247         462804196         462857293         462912437   
448037655      448165142         448283739         448403683         462001116         462083213         462170192         462230723         462288911         462345257         462401951         462472838         462530494         462584863         462635780         462691817         462747262         462804329         462857327         462910928   
448037887      448165167         448283820         448403733         462001249         462083221         462170200         462230756         462288929         462345273         462401969         462472887         462530502         462584871         462635822         462691841         462747270         462804345         462857335         462910936   
448037903      448165209         448283986         448403766         462001298         462083270         462170226         462230772         462288937         462345299         462401977         462472929         462530528         462584897         462635855         462691858         462747304         462804451         462857343         462910951   
448038265      448165290         448284489         448403907         462001496         462083296         462170424         462230798         462289133         462345315         462402157         462472937         462530627         462584905         462633751         462691882         462747395         462804493         462857525         462910969   
448038323      448165308         448284521         448403998         462001512         462083361         462170432         462230806         462289141         462345323         462402199         462472945         462530635         462584913         462633777         462691890         462747403         462804535         462857541         462910977   
448038331      448165316         448284547         448404020         462001538         462083460         462170465         462230814         462289158         462345349         462402215         462472952         462530650         462584954         462633793         462691916         462747411         462804550         462857574         462911009   
448038372      448165530         448284554         448404335         462001553         462083874         462170549         462230939         462289208         462343294         462402264         462473182         462530668         462585092         462633819         462692013         462747437         462804717         462857590         462911157   
448038398      448165548         448284562         448404376         462001579         462083882         462170556         462230962         462289216         462343302         462402272         462473190         462530676         462585100         462633843         462692021         462747445         462804808         462857608         462911181   
448038448      448165555         448284596         448404392         462001645         462083916         462170580         462230970         462289257         462343328         462402348         462473224         462530684         462585118         462633868         462692039         462747510         462804816         462857616         462911223   
448038935      448165589         448284976         448404475         461998601         462083924         462170754         462230996         462289398         462343344         462402678         462473257         462530767         462585126         462633975         462692047         462747759         462804840         462857749         462911231   
448038950      448165647         448284984         448404483         461998619         462083965         462170762         462231036         462289406         462343369         462402728         462473307         462530775         462585142         462633983         462692088         462747767         462804857         462857806         462911249   
448039081      448165712         448285072         448404533         461998668         462083999         462170770         462231051         462289422         462343377         462402736         462473315         462530783         462585167         462633991         462692104         462747775         462804873         462857830         462911280   
448039149      448166066         448285130         448404749         461998726         462084187         462170788         462231143         462289497         462343567         462402744         462473661         462530809         462585274         462634007         462692120         462747783         462805029         462857848         462911389   
448039172      448166173         448285247         448404756         461998775         462084195         462170804         462231192         462289513         462343583         462402751         462473695         462530817         462585308         462634031         462692138         462747791         462805037         462857863         462911405   
448039180      448166223         448285254         448404780         461998833         462084237         462170838         462231226         462289521         462343617         462402793         462473703         462530825         462585332         462634056         462692153         462747809         462805052         462857871         462911413   
448039446      448166256         448285601         448404806         461999021         462084294         462171042         462231259         462289620         462343625         462402819         462473711         462530916         462585340         462634270         462692161         462747932         462805078         462857962         462911421   
448039479      448166280         448285650         448404855         461999039         462084310         462171067         462231267         462289646         462343633         462402835         462473745         462530924         462585357         462634338         462692179         462747957         462805086         462857970         462911439   
448039552      448166322         448285684         448404871         461999047         462084443         462171091         462231283         462289661         462343674         462402843         462473752         462530932         462585415         462634361         462692187         462747973         462805136         462857996         462911454   
448039636      448166462         448285734         448405183         461999112         462084468         462171117         462231366         462289687         462343914         462402868         462474024         462530940         462585571         462634379         462692278         462747999         462805300         462858002         462911553   
448039644      448166595         448285775         448405209         461999138         462084542         462171158         462231374         462289752         462343930         462402892         462474115         462530973         462585589         462634411         462692286         462748070         462805318         462858044         462911561   
448039685      448166769         448285858         448405225         461999146         462084617         462171166         462231408         462289760         462343963         462402900         462474156         462530981         462585621         462634429         462692294         462748112         462805326         462858069         462911587   
448039693      448166777         448286229         448405258         461999369         462084625         462171349         462231424         462290032         462343997         462403080         462474263         462531088         462585639         462634528         462692310         462746488         462805391         462858218         462911603   
448039701      448166793         448286252         448405340         461999377         462084658         462171356         462231432         462290073         462344003         462403098         462474271         462531104         462585647         462634569         462692328         462746496         462805425         462858234         462911629   
448039727      448166827         448286377         448405357         461999419         462084682         462171364         462231523         462290099         462344011         462403106         462474339         462531112         462585670         462634577         462692336         462746504         462805458         462858259         462911637   
448039768      448167312         448286385         448405787         461999443         462084906         462171372         462231663         462290123         462344144         462403155         462471947         462531120         462585837         462634593         462692450         462746512         462805565         462858267         462911769   
448039776      448167320         448286419         448405803         461999484         462084922         462171414         462231671         462290131         462344201         462403163         462471954         462531138         462585878         462634619         462692484         462746520         462805656         462858275         462911793   
448039818      448167353         448286476         448405829         461999526         462084930         462171422         462231689         462290156         462344235         462403221         462471996         462531146         462585886         462634627         462692500         462746546         462805672         462858291         462911801   
448040097      448167387         448286781         448405837         461999724         462084971         462169178         462231713         462290263         462344250         462403536         462472002         462531245         462585894         462634833         462692518         462746702         462805698         462858473         462911827   
448040220      448167429         448286815         448405928         461999856         462084997         462169194         462231739         462290297         462344300         462403619         462472028         462531252         462585910         462634882         462692534         462746710         462805714         462858507         462911835   
448040261      448167445         448286823         448406025         461999898         462085010         462169228         462231747         462290321         462344334         462403635         462472036         462531260         462585928         462634908         462692542         462746728         462805748         462858515         462911843   
448040287      448163733         448286864         448406314         461999989         462085317         462169244         462231861         462290347         462344516         462403650         462472119         462531278         462586058         462634965         462692641         462746744         462805755         462858564         462911934   
448040295      448163840         448286898         448406389         462000027         462085325         462169285         462231887         462290370         462344524         462403692         462472127         462531286         462586108         462634973         462692674         462746769         462805805         462858572         462911959   
448040352      448163907         448286922         448406397         462000076         462085333         462169319         462231903         462290396         462344532         462403791         462472135         462531294         462586124         462635004         462692682         462746777         462805813         462858580         462911967   
448040493      448163931         448287136         448406454         462000324         462085382         462169616         462231911         462290537         462344557         462404047         462472143         462531302         462586132         462635194         462692724         462746892         462805839         462858788         462911975   
448040501      448164012         448287177         448406496         462000399         462085390         462169632         462231937         462290560         462344599         462404070         462472150         462531310         462586157         462635202         462692757         462746934         462805870         462858796         462911991   
448040519      448164038         448287243         448406504         462000506         462085408         462169707         462231952         462290578         462344623         462404138         462472168         462531328         462586173         462635210         462692765         462746959         462805896         462858804         462912007   
448040550      448164251         448287276         448406843         462000514         462085796         462169715         462231960         462290586         462344896         462404195         462472333         462531344         462586256         462635251         462692856         462746983         462806068         462858846         462912148   
448040592      448164285         448287300         448406926         462000548         462085804         462169764         462231978         462290610         462344904         462404328         462472366         462531369         462586264         462635301         462692864         462746991         462806084         462858861         462912213   
448040667      448164327         448287326         448406942         462000647         462085820         462169772         462231986         462290628         462344920         462404336         462472390         462531377         462586280         462635350         462692872         462747023         462806134         462858895         462912239   
448040980      448164335         448287334         448407007         462000803         462085853         462169921         462232000         462290743         462344946         462404542         462472408         462531484         462586298         462635632         462692880         462747148         462806159         462857178         462912254   
448041004      448164350         448287375         448407064         462000829         462085879         462169954         462232018         462290768         462344953         462404559         462472424         462531492         462586306         462635640         462692922         462747163         462806225         462857186         462912262   
448041012      448164426         448287474         448407080         462000860         462086018         462169962         462232026         462290784         462344961         462404567         462472465         462531518         462586314         462635657         462692930         462747171         462806274         462857194         462912296   
448041087      448164749         448287508         448407288         462000910         462086356         462169988         462232125         462290800         462345166         462404575         462472705         462531526         462584756         462635673         462693029         462747189         462806423         462857202         462912452   
448041178      448164855         448287516         448407346         462000951         462086430         462170010         462232133         462290826         462345190         462404609         462472721         462531534         462584764         462635681         462693052         462747197         462806449         462857236         462912502   
448041210      448165001         448287565         448407437         462000985         462086455         462170028         462232141         462290834         462345208         462404625         462472739         462531542         462584772         462635707         462693060         462747205         462806464         462857244         462912510   
448041657      448165035         448287748         448407452         462001314         462086497         462170234         462232158         462288945         462345216         462404757         462472762         462531625         462584822         462635863         462693078         462747338         462806472         462857368         462912551   
448041665      448165043         448287896         448407460         462001355         462086513         462170259         462232166         462288952         462345232         462404773         462472796         462531633         462584830         462635871         462693086         462747346         462806506         462857400         462912585   
448041673      448165100         448287904         448407510         462001397         462086521         462170309         462232174         462288978         462345240         462404781         462472812         462531641         462584855         462635921         462693102         462747353         462806522         462857426         462912601   
448041681      448165324         448287920         448404160         462001447         462086687         462170333         462232372         462288986         462345356         462404799         462472960         462531666         462584962         462635970         462693201         462747361         462806688         462857459         462912619   
448041749      448165357         448287946         448404202         462001462         462086752         462170341         462232422         462289042         462345364         462404815         462473000         462531674         462584988         462636028         462693219         462747379         462806696         462857467         462912627   
448041764      448165399         448287979         448404236         462001488         462086778         462170366         462232448         462289067         462345372         462404864         462473018         462531682         462585027         462636044         462693227         462747387         462806704         462857483         462912643   
448042051      448165449         448288365         448404301         462001652         462086828         462170606         462232455         462289265         462345406         462405101         462473067         462531765         462585035         462636069         462693235         462747551         462806720         462857624         462912650   
448042135      448165456         448288381         448404319         462001660         462086844         462170614         462232463         462289299         462345430         462405127         462473091         462531799         462585043         462636077         462693243         462747627         462806829         462857632         462912668   
448042168      448165472         448288480         448404327         462001678         462086877         462170622         462232471         462289315         462345448         462405192         462473174         462531807         462585050         462636085         462693250         462747643         462806837         462857657         462912676   
448042317      448165753         448288522         448404582         462001686         462087180         462170655         462232554         462289323         462345513         462405200         462473331         462531831         462585191         462636093         462693367         462747676         462806944         462857665         462912783   
448042358      448165787         448288571         448404632         462001694         462087198         462170671         462232562         462289364         462345521         462405234         462473448         462531856         462585225         462636291         462693375         462747700         462806969         462857707         462912791   
448042374      448165837         448288654         448404657         462001710         462087206         462170747         462232588         462289380         462345604         462405275         462473505         462531864         462585233         462636309         462693383         462747742         462806985         462857715         462912809   
448042689      448165894         448289025         448404665         462001751         462087214         462170853         462232596         462289539         462345612         462405416         462473521         462532011         462585241         462636507         462693391         462747817         462807017         462857889         462912825   
448042697      448165936         448289058         448404715         462001769         462087297         462170879         462232604         462289562         462345638         462405424         462473539         462532029         462585258         462636515         462693417         462747841         462807041         462857897         462912833   
448042713      448166009         448289066         448404723         462001876         462087388         462170887         462232612         462289570         462345653         462405465         462473554         462532045         462585266         462636523         462693433         462747858         462807058         462857905         462912841   

 


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448042747      448166348         448289090         448404921         462001967         462087602         462170895         462232687         462289588         462345935         462405481         462473810         462532052         462585423         462636531         462692195         462747866         462807181         462857921         462912965   
448042846      448166355         448289165         448404947         462002023         462087610         462170929         462232703         462289596         462345943         462405499         462473844         462532078         462585431         462636556         462692203         462747890         462807199         462857947         462913013   
448042879      448166363         448289272         448404954         462002056         462087636         462170960         462232711         462289612         462346016         462405507         462473885         462532086         462585456         462636580         462692229         462747924         462807223         462857954         462913021   
448043158      448166371         448289637         448405027         462002254         462087651         462171182         462232729         462289778         462346024         462402934         462473893         462532243         462585498         462636903         462692245         462748120         462807231         462858077         462913096   
448043174      448166389         448289652         448405068         462002288         462087719         462171208         462232737         462289885         462346032         462402975         462473919         462532268         462585506         462636911         462692252         462748146         462807256         462858093         462913104   
448043216      448166405         448289660         448405159         462002304         462087750         462171232         462232752         462289893         462346040         462402991         462473976         462532276         462585548         462636929         462692260         462748153         462807272         462858101         462913112   
448043232      448166850         448289694         448405407         462002411         462084708         462171257         462232976         462289968         462346180         462403015         462474347         462532300         462585696         462637018         462692351         462748187         462807405         462858168         462913245   
448043273      448166918         448289777         448405654         462002445         462084716         462171273         462233016         462289984         462346206         462403023         462474388         462532318         462585712         462637026         462692393         462748195         462807447         462858176         462913260   
448043299      448166934         448289884         448405688         462002460         462084724         462171299         462233032         462290016         462346222         462403049         462474396         462532334         462585746         462637042         462692401         462748203         462807462         462858192         462913278   
448039834      448167064         448290098         448405696         462002650         462084740         462171455         462233065         462290198         462346255         462403304         462474404         462532516         462585795         462637232         462692419         462748229         462807496         462858309         462913286   
448039842      448167106         448290114         448405761         462002668         462084823         462171463         462233164         462290206         462346263         462403353         462474420         462532524         462585803         462637240         462692427         462748237         462807504         462858317         462913294   
448039909      448167114         448290171         448405779         462002718         462084898         462171471         462233180         462290214         462346289         462403395         462474446         462532532         462585811         462637273         462692443         462748286         462807553         462858358         462913302   
448039917      448167452         448290189         448406074         462002726         462085036         462171497         462233313         462290222         462346461         462403429         462474453         462532540         462585969         462637281         462692559         462748294         462807744         462858382         462913401   
448039933      448167494         448290254         448406090         462002759         462085069         462171505         462233362         462290248         462346594         462403445         462474461         462532581         462585977         462637299         462692567         462748302         462807751         462858390         462913419   
448040014      448167601         448290262         448406124         462002775         462085093         462171513         462233396         462290255         462346669         462403502         462474503         462532599         462585985         462637307         462692575         462748328         462807793         462858408         462913427   
448040378      448167783         448290437         448406132         462003005         462085143         462171521         462233404         462290438         462346677         462403817         462474537         462532698         462585993         462637448         462692609         462748427         462807827         462858622         462913435   
448040386      448167890         448290460         448406249         462003013         462085150         462171570         462233412         462290453         462346685         462403841         462474586         462532706         462586009         462637455         462692617         462748435         462807835         462858630         462913484   
448040394      448167924         448290593         448406306         462003021         462085275         462171588         462233420         462290461         462346719         462403866         462474594         462532748         462586025         462637489         462692625         462748443         462807850         462858655         462913492   
448040428      448167940         448290619         448406629         462003112         462085424         462171679         462233545         462290479         462346883         462403908         462474826         462532755         462586181         462637539         462692773         462748450         462805920         462858663         462913658   
448040436      448168096         448290627         448406645         462003120         462085465         462171695         462233560         462290511         462346917         462403916         462474842         462532797         462586199         462637547         462692799         462748468         462805938         462858671         462913690   
448040469      448168104         448290668         448406652         462003153         462085598         462171786         462233586         462290529         462346933         462403973         462474859         462532805         462586215         462637562         462692815         462748476         462805979         462858697         462913708   
448040675      448168245         448291138         448406660         462003484         462085739         462171976         462233594         462290636         462347063         462404344         462474875         462531385         462586223         462637695         462692823         462748567         462805995         462858929         462913724   
448040691      448168286         448291179         448406694         462003542         462085770         462171984         462233602         462290669         462347089         462404377         462474883         462531393         462586231         462637703         462692831         462748583         462806027         462858937         462913781   
448040709      448168351         448291195         448406785         462003559         462085788         462172016         462233610         462290677         462347097         462404419         462474958         462531427         462586249         462637729         462692849         462748609         462806050         462858978         462913799   
448040733      448168641         448291203         448407098         462003609         462086034         462172032         462232034         462290685         462347279         462404468         462475179         462531435         462586322         462637745         462692955         462748617         462806282         462859000         462913955   
448040782      448168658         448291237         448407130         462003674         462086059         462172065         462232042         462290727         462347295         462404492         462475187         462531443         462586330         462637760         462692963         462748625         462806324         462859018         462913963   
448040956      448168690         448291278         448407163         462003724         462086075         462172073         462232075         462290735         462347303         462404518         462475195         462531468         462586348         462637778         462692971         462748633         462806340         462859026         462913971   
448041236      448168708         448287581         448407189         462004409         462086273         462172255         462232083         462290875         462347311         462404633         462475245         462531559         462586355         462637943         462692989         462748815         462806399         462859034         462914003   
448041392      448168757         448287599         448407205         462004425         462086307         462172271         462232109         462290883         462347360         462404658         462475278         462531575         462586371         462637950         462693003         462748823         462806407         462859042         462914029   
448041434      448168765         448287615         448407270         462004458         462086349         462172321         462232117         462290891         462347410         462404682         462475310         462531583         462586397         462637968         462693011         462748856         462806415         462859067         462914037   
448041509      448168948         448287631         448407544         462004474         462086539         462172347         462232182         462290933         462347618         462404690         462475559         462531591         462586405         462637984         462693110         462748864         462806563         462859091         462914185   
448041533      448168955         448287714         448407700         462004482         462086562         462172370         462232224         462290958         462347626         462404724         462475583         462531609         462586413         462638057         462693128         462748914         462806621         462859109         462914243   
448041608      448168989         448287722         448407718         462004557         462086570         462172412         462232232         462290966         462347634         462404732         462475609         462531617         462586421         462638073         462693144         462748948         462806647         462859141         462914268   
448041822      448169052         448288043         448407742         462004847         462086588         462172644         462232240         462290982         462347642         462404898         462475641         462531690         462586439         462638263         462693151         462749045         462806654         462859349         462914284   
448041855      448169128         448288068         448407791         462004854         462086646         462172669         462232299         462291006         462347691         462404930         462475666         462531708         462586447         462638271         462693177         462749052         462806662         462859364         462914292   
448041897      448169136         448288118         448407841         462004862         462086679         462172677         462232331         462291014         462347725         462405028         462475690         462531724         462586454         462638289         462693185         462749078         462806670         462859380         462914300   
448041905      448169607         448288233         448407866         462004888         462086992         462172685         462232489         462291022         462347899         462405036         462476045         462531732         462586652         462638297         462693268         462749086         462806845         462859406         462912692   
448041954      448169672         448288282         448407882         462004912         462087040         462172693         462232497         462291063         462347923         462405044         462476078         462531740         462586660         462638305         462693276         462749102         462806852         462859430         462912700   
448041962      448169680         448288316         448407890         462004920         462087057         462172719         462232505         462291071         462348046         462405051         462476086         462531757         462586702         462638347         462693292         462749110         462806860         462859448         462912718   
448042424      448169706         448288753         448407924         462005059         462087065         462172917         462232513         462291162         462348053         462405283         462476128         462531872         462586744         462636333         462693300         462749276         462806886         462859638         462912734   
448042465      448169789         448288787         448407940         462005067         462087073         462172982         462232521         462291188         462348061         462405291         462476151         462531880         462586751         462636341         462693342         462749284         462806894         462859661         462912759   
448042515      448169862         448288852         448407973         462005075         462087115         462173030         462232547         462291196         462348160         462405325         462476185         462531898         462586769         462636358         462693359         462749292         462806928         462859703         462912775   
448042523      448170118         448288860         448408245         462005083         462087404         462173089         462232620         462291204         462345679         462405341         462476532         462531906         462586850         462636374         462693441         462749326         462807066         462859711         462912874   
448042648      448170126         448288969         448408260         462005109         462087412         462173196         462232638         462291220         462345752         462405366         462476540         462531930         462586884         462636390         462693474         462749334         462807074         462859737         462912882   
448042655      448170175         448289009         448408286         462005117         462087461         462173212         462232646         462291238         462345786         462405408         462476599         462531989         462586892         462636424         462693482         462749383         462807090         462859786         462912908   
448042903      448170183         448289298         448408302         462002072         462087537         462173402         462232653         462291394         462345810         462405549         462476607         462532144         462586900         462636671         462693490         462749656         462807108         462859927         462912924   
448042960      448170225         448289397         448408336         462002098         462087586         462173436         462232661         462291436         462345844         462405564         462476623         462532177         462586918         462636754         462693557         462749664         462807132         462859935         462912932   
448043034      448170308         448289413         448408393         462002114         462087594         462173444         462232679         462291451         462345885         462405572         462476631         462532185         462586926         462636770         462693565         462749698         462807140         462859984         462912940   
448043059      448170589         448289421         448408716         462002122         462087859         462173451         462232778         462291501         462346073         462405580         462476870         462532193         462587007         462636796         462693573         462749771         462807298         462860008         462913138   
448043125      448170746         448289488         448408724         462002171         462087875         462173477         462232851         462291535         462346081         462405598         462476904         462532219         462587015         462636820         462693581         462749813         462807314         462860040         462913153   
448043141      448170795         448289603         448408732         462002239         462087883         462173493         462232869         462291600         462346107         462405606         462476938         462532227         462587023         462636846         462693631         462749839         462807322         462860057         462913179   
448043349      448170860         448289934         448408765         462002478         462087891         462173766         462232877         462291691         462346115         462405721         462476946         462532391         462587031         462637075         462693649         462749961         462807355         462860289         462913195   
448043430      448170878         448289942         448408831         462002502         462087933         462173774         462232893         462291725         462346131         462405747         462477027         462532417         462587049         462637109         462693656         462749995         462807363         462860297         462913211   
448043505      448170951         448289983         448408989         462002551         462087974         462173840         462232935         462291733         462346156         462405754         462477043         462532425         462587056         462637117         462693698         462750001         462807397         462860339         462913237   
448043554      448171157         448290007         448409516         462002593         462087982         462173865         462233198         462291758         462346297         462405796         462477159         462532441         462587171         462637125         462693813         462750050         462807587         462860354         462913310   
448043737      448171181         448290056         448409540         462002627         462088097         462173881         462233206         462291790         462346347         462405812         462477217         462532482         462587189         462637174         462693839         462750068         462807595         462860370         462913328   
448043745      448171223         448290080         448409623         462002635         462088105         462173899         462233214         462291816         462346362         462405887         462477233         462532508         462587197         462637224         462693847         462750084         462807603         462860388         462913336   
448043752      448171306         448290270         448409631         462002817         462088121         462174004         462233222         462291931         462346388         462406042         462477241         462532607         462587213         462637315         462693862         462748336         462807637         462860511         462913351   
448043976      448171322         448290288         448409748         462002825         462088196         462174038         462233289         462291956         462346396         462406067         462477258         462532615         462587221         462637331         462693888         462748344         462807645         462860529         462913369   
448043984      448171330         448290304         448409771         462002841         462088204         462174046         462233305         462291964         462346446         462406109         462477290         462532623         462587239         462637372         462693896         462748369         462807728         462860537         462913393   
448044081      448171686         448290320         448410068         462002874         462088527         462174087         462233438         462291980         462346727         462406125         462474628         462532664         462587320         462637406         462693987         462748385         462807876         462860560         462913500   
448044099      448171694         448290361         448410118         462002890         462088543         462174095         462233453         462291998         462346768         462406166         462474644         462532672         462587353         462637414         462693995         462748393         462807892         462860594         462913526   
448044107      448171801         448290395         448410126         462002924         462088568         462174137         462233461         462292020         462346818         462406174         462474693         462532680         462587403         462637422         462694001         462748419         462807959         462860602         462913559   

 


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448044560      448171892         448290692         448410159         462003203         462088576         462171794         462233487         462292137         462346834         462406380         462474701         462532813         462587411         462637570         462694019         462748492         462807967         462860701         462913567   
448044586      448171934         448290783         448410167         462003237         462088584         462171810         462233503         462292152         462346842         462406422         462474719         462532888         462587437         462637588         462694035         462748500         462807975         462860735         462913617   
448044594      448172015         448290809         448410241         462003245         462088592         462171828         462233537         462292186         462346859         462406430         462474784         462532904         462587445         462637596         462694043         462748526         462807983         462860768         462913641   
448044644      448168377         448290882         448410654         462003252         462088881         462171836         462233677         462292194         462347105         462406448         462474966         462532920         462587510         462637638         462694175         462748534         462807991         462860784         462913815   
448044693      448168385         448290916         448410696         462003336         462088915         462171893         462233685         462292202         462347113         462406497         462474990         462532938         462587528         462637646         462694183         462748542         462808007         462860792         462913849   
448044701      448168419         448291112         448410761         462003443         462088949         462171901         462233693         462292210         462347154         462406539         462475039         462532946         462587536         462637687         462694217         462748559         462808015         462860800         462913864   
448045237      448168518         448291294         448410811         462003781         462088956         462172081         462233719         462292376         462347204         462406661         462475070         462532953         462587544         462637786         462694233         462748658         462808023         462860958         462913898   
448045286      448168575         448291302         448410928         462003823         462088964         462172115         462233743         462292392         462347246         462406760         462475112         462533035         462587551         462637828         462694241         462748682         462808049         462860966         462913922   
448045302      448168583         448291344         448410944         462003963         462088972         462172164         462233750         462292400         462347253         462406802         462475120         462533084         462587569         462637851         462694282         462748708         462808056         462860974         462913948   
448045310      448168799         448291351         448411264         462004102         462089129         462172172         462233776         462292426         462347444         462406927         462475328         462533092         462587650         462637869         462694381         462748765         462808197         462860990         462914052   
448045401      448168807         448291419         448411348         462004292         462089137         462172198         462233784         462292467         462347469         462406984         462475344         462533126         462587668         462637885         462694399         462748773         462808205         462861006         462914060   
448045492      448168815         448291476         448411538         462004359         462089178         462172214         462233792         462292483         462347485         462407024         462475351         462533134         462587684         462637893         462694449         462748781         462808213         462861048         462914094   
448046086      448168823         448291526         448411611         462004573         462089186         462172453         462233800         462292566         462347568         462407230         462475476         462533324         462587692         462638123         462694464         462748955         462808247         462859158         462914144   
448046144      448168831         448291534         448411660         462004623         462089194         462172461         462233826         462292574         462347576         462407362         462475500         462533407         462587700         462638156         462694506         462748963         462808270         462859166         462914151   
448046151      448168906         448291559         448411751         462004763         462089228         462172511         462233834         462292582         462347592         462407370         462475534         462533423         462587726         462638180         462694530         462748997         462808288         462859190         462914169   
448046243      448169193         448291658         448411884         462004797         462089541         462172529         462233974         462292590         462347733         462407396         462475724         462533431         462586462         462638206         462694662         462749003         462808460         462859240         462914359   
448046284      448169300         448291666         448411900         462004821         462089673         462172586         462233990         462292608         462347766         462407412         462475740         462533449         462586470         462638222         462694704         462749011         462808494         462859265         462914367   
448046359      448169383         448291674         448411926         462004839         462089715         462172594         462234006         462292616         462347774         462407438         462475849         462533472         462586496         462638255         462694712         462749037         462808585         462859323         462914375   
448046599      448169490         448291989         448411934         462004938         462089756         462172743         462234022         462291089         462347790         462407545         462475880         462533621         462586504         462638354         462694787         462749177         462808601         462859489         462914391   
448046607      448169532         448292037         448411967         462004946         462089798         462172750         462234030         462291097         462347832         462407586         462475914         462533662         462586553         462638495         462694795         462749193         462808643         462859497         462914409   
448046664      448169599         448292094         448412007         462004953         462089822         462172784         462234048         462291105         462347881         462407610         462475963         462533670         462586645         462638503         462694829         462749201         462808650         462859562         462914433   
448046672      448169904         448292250         448408005         462004987         462090119         462172818         462234196         462291139         462348186         462407628         462476219         462533688         462586785         462638537         462694993         462749227         462808775         462859588         462914458   
448046698      448169920         448292391         448408021         462005026         462090135         462172826         462234204         462291147         462348202         462407669         462476284         462533712         462586793         462638578         462695008         462749235         462808783         462859596         462914466   
448046748      448169987         448292466         448408039         462005042         462090184         462172867         462234212         462291154         462348210         462407693         462476375         462533720         462586801         462638594         462695016         462749268         462808791         462859620         462914524   
448047050      448169995         448292862         448408120         462005125         462090234         462173220         462234220         462291253         462348228         462407917         462476383         462533936         462586827         462638602         462695024         462749474         462808809         462859802         462914540   
448047068      448170001         448293050         448408203         462005133         462090291         462173246         462234246         462291279         462348301         462407933         462476417         462533951         462586835         462638651         462695040         462749490         462808833         462859828         462914557   
448047118      448170068         448293092         448408211         462005141         462090333         462173261         462234261         462291287         462348319         462407958         462476474         462533969         462586843         462638685         462695099         462749573         462808841         462859851         462914565   
448047183      448170423         448293175         448408427         462005158         462090630         462173337         462234394         462291303         462348368         462407974         462476680         462533977         462586934         462638693         462695222         462749581         462808981         462859869         462914839   
448047217      448170449         448293183         448408484         462005166         462090648         462173352         462234410         462291345         462348384         462408014         462476698         462534033         462586942         462638701         462695230         462749615         462809054         462859901         462914854   
448047274      448170472         448293225         448408492         462005174         462090655         462173360         462234436         462291352         462348392         462408030         462476763         462534041         462586959         462638719         462695248         462749631         462809062         462859919         462914862   
448047480      448170498         448293555         448408559         462005182         462090697         462173576         462234501         462291618         462348400         462408113         462476789         462534165         462586967         462638859         462695321         462749847         462809112         462860099         462914896   
448047522      448170522         448293746         448408583         462005190         462090705         462173626         462234527         462291626         462348509         462408139         462476797         462534223         462586975         462638867         462695347         462749862         462809120         462860164         462914904   
448047548      448170555         448293803         448408617         462005208         462090796         462173642         462234568         462291634         462348517         462408147         462476839         462534249         462586991         462638883         462695362         462749896         462809187         462860172         462914961   
448047696      448171009         448293829         448409011         462005216         462091067         462173675         462234790         462291659         462348657         462408162         462477050         462534256         462587080         462638909         462693706         462749912         462809427         462860180         462915166   
448047720      448171025         448293837         448409128         462005240         462091075         462173683         462234824         462291675         462348673         462408170         462477076         462534264         462587114         462638925         462693722         462749920         462809450         462860263         462915182   
448047829      448171033         448294017         448409136         462005257         462091125         462173725         462234865         462291683         462348707         462408196         462477100         462534298         462587122         462638941         462693771         462749953         462809484         462860271         462915190   
448048165      448171041         448294215         448409193         462005497         462091158         462173915         462234907         462291840         462348715         462405895         462477118         462534421         462587130         462639089         462693789         462750100         462809526         462860396         462915216   
448048181      448171082         448294223         448409342         462005554         462091166         462173923         462234980         462291857         462348756         462405937         462477126         462534439         462587148         462639105         462693797         462750126         462809559         462860404         462915257   
448048249      448171116         448294231         448409391         462005562         462091174         462173931         462235003         462291865         462348772         462405986         462477142         462534470         462587155         462639147         462693805         462750142         462809567         462860412         462915299   
448048322      448171355         448294264         448409797         462005570         462088220         462173956         462235151         462291899         462348947         462406018         462477308         462534504         462587254         462639154         462693912         462750159         462809674         462860420         462915612   
448048389      448171389         448294330         448409896         462005596         462088345         462173972         462235177         462291915         462348962         462406026         462477316         462534538         462587262         462639162         462693920         462750167         462809708         462860446         462915646   
448048447      448171413         448294389         448409904         462005612         462088469         462173998         462235193         462291923         462349002         462406034         462477340         462534603         462587288         462639212         462693938         462750209         462809724         462860453         462915653   
448044149      448171546         448294728         448409953         462005877         462088477         462174160         462235219         462292038         462349010         462406208         462477381         462534785         462587296         462639329         462693946         462750217         462809732         462860628         462915661   
448044180      448171553         448294777         448410019         462005901         462088501         462174194         462235227         462292046         462349036         462406257         462477407         462534793         462587304         462639337         462693953         462750225         462809740         462860636         462915687   
448044347      448171678         448294785         448410050         462005919         462088519         462174210         462235268         462292053         462349051         462406265         462477423         462534801         462587312         462639345         462693961         462750266         462809757         462860651         462915745   
448044479      448172122         448294793         448410290         462005943         462088634         462174277         462235474         462292079         462349176         462406273         462477431         462534819         462587452         462639352         462694050         462750282         462809864         462860677         462915943   
448044495      448172171         448294819         448410324         462005950         462088683         462174285         462235490         462292087         462349259         462406307         462477456         462534827         462587460         462639386         462694068         462750290         462809872         462860685         462915950   
448044503      448172197         448294900         448410340         462005968         462088725         462174293         462235532         462292129         462349283         462406356         462477522         462534868         462587478         462639469         462694084         462750308         462809898         462860693         462915992   
448044750      448172221         448295295         448410514         462006081         462088733         462174400         462235565         462292269         462349309         462406547         462477563         462535006         462587486         462639584         462694092         462750423         462809914         462860818         462916065   
448044867      448172247         448295352         448410530         462006115         462088832         462174459         462235573         462292285         462349333         462406588         462477571         462535014         462587494         462639592         462694118         462750431         462809922         462860842         462916081   
448045021      448172270         448295477         448410613         462006131         462088840         462174467         462235607         462292293         462349366         462406596         462477621         462535048         462587502         462639600         462694134         462750449         462809989         462860859         462916099   
448045062      448172288         448295535         448410977         462006149         462089038         462174491         462235847         462292327         462349499         462406620         462477753         462535055         462587577         462639634         462694316         462750456         462808072         462860891         462916289   
448045120      448172304         448295543         448411017         462006180         462089061         462174517         462235870         462292335         462349507         462406646         462477795         462535063         462587585         462639642         462694324         462750506         462808080         462860917         462916305   
448045187      448172312         448295550         448411066         462006222         462089087         462174525         462235920         462292343         462349515         462406653         462477803         462535071         462587601         462639659         462694332         462750514         462808106         462860933         462916313   
448045641      448172346         448295774         448411207         462006461         462089095         462174772         462235987         462292491         462349572         462407065         462477845         462533142         462587619         462639790         462694340         462750688         462808148         462861071         462916362   
448045690      448172411         448295790         448411215         462006545         462089103         462174780         462235995         462292509         462349580         462407073         462477878         462533159         462587627         462639832         462694357         462750696         462808155         462861105         462916396   
448045765      448172460         448295840         448411223         462006560         462089111         462174806         462236001         462292525         462349598         462407099         462477969         462533266         462587635         462639857         462694365         462750704         462808163         462861121         462916404   
448045807      448172957         448295873         448411819         462006602         462089277         462174830         462233891         462292533         462349739         462407115         462478249         462533282         462587734         462639865         462694548         462750712         462808296         462861139         462916651   
448045880      448172981         448295881         448411835         462006651         462089293         462174871         462233917         462292541         462349747         462407123         462478256         462533290         462587767         462639873         462694555         462750746         462808304         462861147         462916669   
448045963      448173088         448295931         448411843         462006693         462089368         462174897         462233925         462292558         462349754         462407222         462478264         462533316         462587775         462639915         462694563         462750753         462808312         462861246         462916677   
448046391      448173161         448291690         448411850         462006883         462089509         462175043         462233933         462292624         462349770         462407453         462478272         462533506         462587783         462640079         462694589         462750878         462808361         462861261         462916693   
448046458      448173195         448291757         448411868         462006925         462089525         462175092         462233941         462292632         462349812         462407479         462478280         462533514         462587791         462640103         462694605         462750894         462808387         462861295         462916701   
448046466      448173245         448291765         448411876         462006933         462089533         462175118         462233966         462292657         462349838         462407487         462478355         462533530         462587809         462640111         462694647         462750910         462808403         462861303         462916792   

 


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448046524      448173500         448291773         448412015         462006958         462089897         462175126         462234071         462292665         462349986         462407495         462478504         462533548         462587817         462640137         462694860         462750936         462808676         462861337         462916966   
448046540      448173617         448291807         448412130         462006966         462089962         462175167         462234105         462292673         462350083         462407503         462478512         462533571         462587825         462640145         462694878         462750944         462808684         462861345         462917006   
448046573      448173674         448291906         448412148         462006982         462090036         462175217         462234139         462292681         462350091         462407529         462478538         462533597         462587833         462640178         462694910         462750985         462808692         462861352         462917030   
448046789      448173690         448292540         448412163         462007238         462090069         462175373         462234154         462292699         462350109         462407719         462478546         462533738         462587866         462640251         462694936         462751140         462808718         462861451         462917055   
448046847      448173732         448292607         448412171         462007311         462090093         462175431         462234162         462292723         462350117         462407735         462478579         462533795         462587874         462640269         462694944         462751173         462808759         462861477         462917063   
448046888      448173773         448292649         448412221         462007378         462090101         462175522         462234188         462292731         462350125         462407768         462478595         462533803         462587882         462640277         462694969         462751223         462808767         462861519         462917071   
448046904      448174300         448292664         448412320         462007485         462090382         462175530         462234279         462292756         462350315         462407776         462478751         462533829         462587957         462640285         462695107         462751249         462808858         462861527         462914573   
448046912      448174318         448292698         448412338         462007675         462090499         462175589         462234303         462292764         462350364         462407867         462478777         462533852         462587965         462640293         462695123         462751272         462808866         462861535         462914581   
448046961      448174359         448292821         448412353         462007733         462090523         462175662         462234311         462292772         462350372         462407875         462478819         462533910         462587973         462640301         462695149         462751322         462808874         462861550         462914607   
448047290      448174482         448293332         448412411         462007923         462090531         462175860         462234337         462292871         462350398         462408055         462478827         462534058         462587981         462638735         462695164         462751454         462808890         462861675         462914615   
448047316      448174508         448293365         448412429         462007931         462090549         462175878         462234360         462292889         462350422         462408063         462478876         462534066         462587999         462638743         462695180         462751462         462808924         462861683         462914763   
448047324      448174516         448293381         448412437         462007980         462090556         462175902         462234386         462292897         462350430         462408071         462478900         462534074         462588005         462638750         462695214         462751470         462808932         462861709         462914821   
448047357      448174680         448293415         448412791         462008004         462090861         462175910         462234642         462292905         462348558         462408089         462479064         462534132         462588203         462638784         462695388         462751504         462809195         462861733         462914987   
448047423      448174714         448293506         448412809         462008095         462090937         462175928         462234667         462292913         462348590         462408097         462479072         462534140         462588229         462638792         462695396         462751546         462809237         462861758         462914995   
448047456      448174722         448293514         448412825         462008111         462090952         462175977         462234683         462292921         462348608         462408105         462479114         462534157         462588260         462638842         462695404         462751579         462809245         462861774         462915000   
448047837      448174763         448294025         448413013         462005281         462090960         462176140         462234709         462293028         462348616         462408204         462479122         462534306         462588286         462638974         462695412         462751710         462809286         462861931         462915042   
448047852      448174797         448294033         448413039         462005299         462090986         462176173         462234725         462293036         462348632         462408212         462479155         462534314         462588294         462639014         462695453         462751728         462809302         462861998         462915083   
448047902      448174821         448294058         448413062         462005331         462091018         462176264         462234782         462293044         462348640         462408220         462479163         462534355         462588328         462639022         462695487         462751744         462809385         462862012         462915109   
448047910      448175174         448294108         448413344         462005380         462091182         462176272         462235037         462293069         462348780         462408261         462479346         462534363         462588476         462639030         462695511         462751819         462809591         462862020         462915356   
448047944      448175182         448294132         448413385         462005422         462091190         462176306         462235060         462293077         462348798         462408295         462479353         462534371         462588484         462639048         462695529         462751827         462809609         462862046         462915372   
448048140      448175216         448294165         448413401         462005430         462091216         462176322         462235078         462293127         462348822         462408311         462479379         462534413         462588492         462639071         462695552         462751835         462809617         462862103         462915414   
448048488      448175265         448294421         448413427         462005646         462091232         462176496         462235086         462293226         462348848         462408329         462479387         462534611         462588500         462639238         462695560         462751934         462809625         462862244         462915422   
448048538      448175315         448294587         448413567         462005653         462091265         462176553         462235128         462293234         462348921         462408337         462479411         462534645         462588534         462639253         462695578         462751942         462809633         462862269         462915430   
448048553      448175349         448294595         448413641         462005752         462091315         462176561         462235144         462293242         462348939         462408352         462479445         462534652         462588567         462639261         462695586         462751959         462809666         462862277         462915570   
448048587      448175794         448294603         448413997         462005794         462091331         462176579         462235334         462293259         462349069         462408360         462479650         462534660         462588781         462639279         462695743         462751967         462809765         462862285         462915786   
448048637      448175828         448294645         448414078         462005836         462091356         462176587         462235342         462293267         462349077         462408394         462479668         462534678         462588799         462639303         462695784         462751975         462809773         462862350         462915794   
448048678      448175844         448294702         448414094         462005844         462091398         462176637         462235375         462293275         462349101         462408402         462479676         462534777         462588807         462639311         462695800         462751983         462809799         462862384         462915828   
448048827      448175919         448295006         448414227         462005976         462091406         462176736         462235425         462293382         462349119         462408576         462479684         462534892         462588823         462639477         462695818         462750316         462809831         462862509         462915877   
448048868      448175927         448295014         448414284         462006008         462091422         462176744         462235433         462293390         462349127         462408626         462479692         462534900         462588849         462639493         462695826         462750332         462809849         462862517         462915893   
448048884      448176016         448295055         448414375         462006024         462091455         462176777         462235466         462293408         462349168         462408642         462479700         462534918         462588864         462639501         462695834         462750340         462809856         462862525         462915901   
448048918      448176412         448295089         448414649         462006040         462091570         462176785         462235623         462293424         462349374         462408659         462477639         462534926         462589052         462639519         462695941         462750365         462809997         462862541         462916107   
448048926      448176479         448295105         448414706         462006057         462091620         462176793         462235656         462293432         462349382         462408725         462477647         462534959         462589094         462639550         462695958         462750373         462810003         462862558         462916172   
448048942      448176552         448295147         448414805         462006065         462091646         462176801         462235698         462293440         462349390         462408766         462477654         462534991         462589185         462639576         462695966         462750415         462810029         462862574         462916206   
448049320      448176578         448295592         448414920         462006289         462091653         462174541         462235706         462293523         462349432         462408923         462477696         462535089         462589193         462639675         462696006         462750522         462810037         462862699         462916214   
448049387      448176628         448295634         448414946         462006297         462091661         462174590         462235722         462293549         462349440         462408949         462477738         462535105         462589219         462639691         462696022         462750530         462810052         462862707         462916230   
448049403      448176669         448295667         448414987         462006370         462091695         462174616         462235771         462293556         462349465         462408956         462477746         462535113         462589235         462639758         462696030         462750555         462810094         462862723         462916271   
448049437      448172551         448295725         448415349         462006396         462091935         462174707         462236027         462293572         462349606         462408998         462477993         462535154         462589367         462639766         462696188         462750563         462810169         462862749         462916495   
448049452      448172700         448295741         448415372         462006412         462091992         462174749         462236035         462293580         462349614         462409079         462478140         462535188         462589425         462639774         462696204         462750571         462810177         462862756         462916529   
448049593      448172726         448295766         448415430         462006453         462092008         462174764         462236050         462293598         462349622         462409087         462478157         462535212         462589433         462639782         462696220         462750639         462810185         462862780         462916552   
448050013      448172791         448296046         448415455         462006743         462092024         462174905         462236068         462293663         462349663         462409186         462478199         462535220         462589441         462639931         462696311         462750761         462810219         462862939         462916594   
448050112      448172874         448296111         448415463         462006750         462092099         462174921         462236076         462293671         462349671         462409194         462478215         462535238         462589458         462639956         462696345         462750787         462810243         462862970         462916610   
448050153      448172932         448296244         448415588         462006768         462092131         462174962         462236092         462293689         462349713         462409202         462478231         462535246         462589490         462639972         462696352         462750829         462810284         462862996         462916644   
448050310      448173278         448296301         448415844         462006818         462092388         462174988         462236118         462293697         462349846         462409244         462478397         462535253         462589581         462639998         462696477         462750837         462810532         462863028         462916818   
448050369      448173294         448296442         448415877         462006834         462092479         462174996         462236126         462293705         462349879         462409251         462478405         462535279         462589607         462640038         462696501         462750845         462810573         462863044         462916867   
448050401      448173377         448296459         448415901         462006842         462092529         462175027         462236134         462293713         462349895         462409269         462478413         462535287         462589615         462640061         462696527         462750860         462810581         462863093         462916883   
448050856      448173443         448296483         448415927         462007071         462092552         462175225         462236142         462293812         462349911         462409558         462478447         462535592         462589656         462640186         462696543         462750993         462810607         462861378         462916925   
448050930      448173450         448296509         448415943         462007089         462092560         462175266         462236159         462293838         462349929         462409566         462478462         462535600         462589763         462640194         462696584         462751009         462810656         462861394         462916933   
448051052      448173492         448296640         448415984         462007105         462092602         462175282         462236175         462293846         462349937         462409574         462478496         462535626         462589789         462640202         462696600         462751017         462810664         462861402         462916958   
448051128      448173849         448296681         448416214         462007121         462092792         462175290         462236324         462293853         462350158         462409582         462478611         462535634         462587890         462640210         462696733         462751074         462810896         462861428         462917089   
448051318      448173971         448296715         448416263         462007139         462092826         462175324         462236340         462293861         462350208         462409608         462478645         462535667         462587908         462640236         462696774         462751082         462810953         462861436         462917097   
448051334      448174110         448296749         448416297         462007154         462092834         462175340         462236365         462293879         462350216         462409616         462478678         462535675         462587916         462640244         462696782         462751124         462810979         462861444         462917113   
448051615      448174128         448296962         448416321         462007766         462092875         462175696         462236399         462292780         462350224         462409822         462478702         462535808         462587924         462640335         462696808         462751348         462810987         462861568         462917139   
448051706      448174243         448296988         448416354         462007774         462092909         462175746         462236407         462292806         462350232         462409855         462478710         462535824         462587932         462640350         462696816         462751355         462810995         462861576         462917154   
448051730      448174276         448297010         448416388         462007824         462092925         462175753         462236456         462292814         462350307         462409889         462478736         462535832         462587940         462640376         462696857         462751397         462811027         462861592         462917170   
448051755      448174524         448297028         448412452         462007873         462093261         462175803         462236613         462292822         462350448         462409947         462478926         462535857         462588013         462640384         462696980         462751405         462811167         462861600         462917196   
448051763      448174557         448297093         448412528         462007899         462093279         462175837         462236621         462292855         462350463         462409954         462478942         462535881         462588039         462640392         462697038         462751413         462811183         462861642         462917212   
448051789      448174615         448297101         448412585         462007915         462093311         462175852         462236662         462292863         462350471         462409996         462478967         462535907         462588088         462640418         462697053         462751421         462811191         462861659         462917246   
448052027      448174631         448297424         448412593         462008137         462093345         462175993         462236704         462292939         462350497         462410176         462478983         462536020         462588096         462640442         462697061         462751611         462811209         462861808         462917253   
448052043      448174649         448297465         448412635         462008152         462093360         462176009         462236720         462292947         462350505         462410184         462478991         462536038         462588161         462640459         462697095         462751637         462811225         462861824         462917261   
448052092      448174664         448297473         448412734         462008210         462093386         462176041         462236761         462292970         462350521         462410192         462479015         462536053         462588179         462640475         462697129         462751645         462811233         462861865         462917287   
448052142      448174896         448297515         448413096         462008236         462093667         462176066         462236944         462292988         462350554         462410226         462479171         462536061         462588351         462640509         462697301         462751652         462811415         462861881         462917410   
448052233      448174938         448297556         448413104         462008285         462093691         462176074         462236985         462292996         462350570         462410259         462479221         462536095         462588393         462640517         462697319         462751660         462811423         462861899         462917436   
448052290      448174995         448297564         448413112         462008301         462093782         462176132         462236993         462293002         462350596         462410267         462479254         462536160         462588419         462640566         462697343         462751678         462811456         462861907         462917444   

 


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448052779      448175125         448297879         448413179         462008319         462093873         462176363         462237009         462293135         462350612         462410523         462479296         462536301         462588427         462640640         462697376         462751843         462811464         462862129         462917469   
448052787      448175133         448297895         448413187         462008343         462093907         462176371         462237033         462293143         462350620         462410580         462479312         462536368         462588435         462640657         462697384         462751868         462811480         462862145         462917477   
448052928      448175166         448297903         448413252         462008350         462093949         462176413         462237041         462293150         462350687         462410598         462479320         462536376         462588443         462640665         462697392         462751876         462811506         462862178         462917493   
448052936      448175356         448297929         448413666         462008376         462094319         462176421         462237272         462293168         462350877         462410606         462479510         462536384         462588633         462640673         462695594         462751884         462811704         462862210         462917592   
448053033      448175505         448297986         448413690         462008418         462094368         462176439         462237298         462293184         462350901         462410622         462479528         462536392         462588641         462640681         462695602         462751892         462811712         462862228         462917600   
448053215      448175638         448298091         448413773         462008533         462094376         462176447         462237306         462293200         462350919         462410630         462479544         462536434         462588682         462640707         462695610         462751900         462811720         462862236         462917618   
448053462      448175711         448298422         448413781         462008756         462094426         462176645         462237330         462293283         462350935         462408428         462479551         462536632         462588716         462640962         462695651         462751991         462811761         462862418         462917626   
448053587      448175737         448298505         448413906         462008897         462094467         462176660         462237348         462293309         462350992         462408451         462479593         462536764         462588732         462640996         462695669         462752007         462811795         462862434         462917667   
448053595      448175760         448298554         448413971         462008905         462094517         462176678         462237363         462293317         462351040         462408493         462479643         462536772         462588740         462641002         462695693         462752023         462811803         462862442         462917675   
448053629      448176024         448298596         448414433         462008913         462091463         462176686         462237579         462293325         462351180         462408535         462479718         462536806         462588872         462641051         462695875         462752031         462811944         462862459         462917881   
448053777      448176107         448298653         448414466         462008921         462091471         462176710         462237611         462293358         462351214         462408550         462479734         462536814         462588922         462641077         462695891         462752056         462811951         462862475         462917899   
448053785      448176123         448298711         448414532         462008962         462091489         462176728         462237637         462293366         462351222         462408568         462479759         462536822         462588955         462641093         462695909         462752064         462811969         462862483         462917956   
448048983      448176172         448298984         448414540         462009192         462091513         462176819         462237645         462293457         462351230         462408782         462479767         462537002         462588989         462641291         462695917         462752072         462811977         462862582         462917972   
448049007      448176248         448299040         448414565         462009218         462091539         462176827         462237728         462293465         462351248         462408790         462479783         462537010         462589037         462641358         462695925         462752080         462811993         462862608         462917980   
448049072      448176289         448299107         448414573         462009234         462091547         462176843         462237736         462293473         462351313         462408824         462479791         462537036         462589045         462641366         462695933         462752098         462812009         462862624         462918004   
448049171      448176685         448299149         448415091         462009259         462091711         462176868         462237868         462293499         462351438         462408865         462479809         462537044         462589268         462641382         462696055         462752106         462812116         462862640         462918160   
448049254      448176784         448299255         448415133         462009267         462091729         462176900         462237918         462293507         462351461         462408873         462479833         462537051         462589276         462641408         462696063         462752114         462812132         462862657         462918178   
448049312      448176800         448299313         448415158         462009275         462091752         462176918         462237926         462293515         462351479         462408881         462479858         462537069         462589300         462641424         462696113         462752122         462812140         462862673         462918194   
448049718      448176859         448299453         448415174         462009481         462091828         462176934         462237942         462293606         462351487         462409095         462479866         462537200         462589318         462641614         462696121         462752205         462812173         462862814         462918269   
448049726      448176875         448299503         448415257         462009572         462091869         462176967         462237983         462293614         462351495         462409111         462479908         462537218         462589326         462641622         462696147         462752213         462812181         462862848         462918277   
448049791      448176925         448299511         448415307         462009580         462091885         462176991         462238015         462293622         462351529         462409137         462479924         462537275         462589342         462641648         462696170         462752239         462812199         462862855         462918319   
448049866      448176990         448299560         448415604         462009614         462092149         462177007         462238163         462293630         462351693         462409145         462480120         462537283         462589508         462641663         462696360         462752247         462810300         462862889         462918459   
448049882      448177014         448299610         448415612         462009648         462092156         462177031         462238197         462293648         462351727         462409152         462480161         462537325         462589516         462641705         462696378         462752254         462810326         462862905         462918475   
448049981      448177063         448299701         448415687         462009663         462092271         462177049         462238205         462293655         462351743         462409178         462480187         462537366         462589524         462641721         462696394         462752262         462810334         462862921         462918491   
448050468      448177089         448299933         448415695         462009846         462092339         462177254         462238239         462293721         462351768         462409301         462480195         462535329         462589532         462641879         462696428         462752338         462810433         462863119         462918525   
448050500      448177113         448299941         448415711         462009853         462092347         462177270         462238262         462293739         462351800         462409319         462480229         462535360         462589540         462641887         462696444         462752346         462810516         462863168         462918566   
448050583      448177147         448299958         448415786         462009895         462092354         462177320         462238304         462293747         462351818         462409392         462480237         462535386         462589557         462641895         462696469         462752353         462810524         462863176         462918574   
448050591      448177683         448299974         448415992         462009945         462092685         462177346         462236183         462293762         462352048         462409475         462480385         462535402         462589813         462641911         462696634         462752361         462810672         462863192         462918756   
448050641      448177816         448299982         448416040         462009978         462092693         462177379         462236191         462293796         462352055         462409483         462480393         462535428         462589839         462641929         462696642         462752379         462810755         462863200         462918814   
448050849      448177824         448300145         448416057         462010034         462092701         462177403         462236225         462293804         462352063         462409517         462480427         462535501         462589847         462641937         462696659         462752387         462810763         462863234         462918848   
448051409      448177949         448296772         448416065         462010141         462092719         462177668         462236233         462293887         462352071         462409632         462480484         462535683         462589854         462642125         462696683         462752460         462810789         462863309         462918855   
448051433      448178038         448296780         448416123         462010166         462092776         462177684         462236274         462293895         462352089         462409665         462480500         462535691         462589896         462642133         462696709         462752478         462810870         462863317         462918863   
448051490      448178061         448296863         448416164         462010224         462092784         462177718         462236308         462293903         462352113         462409681         462480534         462535717         462589920         462642141         462696725         462752502         462810888         462863325         462918889   
448051557      448178467         448296889         448416420         462010349         462093014         462177734         462236464         462293911         462352287         462409699         462480724         462535766         462589938         462642158         462696865         462752510         462811035         462863358         462919101   
448051573      448178483         448296921         448416479         462010372         462093048         462177759         462236498         462293929         462352311         462409731         462480740         462535774         462589946         462642208         462696899         462752528         462811050         462863408         462919119   
448051607      448178491         448296954         448416503         462010406         462093063         462177767         462236522         462293937         462352329         462409749         462480799         462535782         462589953         462642281         462696923         462752536         462811076         462863416         462919135   
448051805      448178533         448297176         448416586         462010547         462093071         462177973         462236530         462293952         462352337         462410036         462480823         462535915         462589987         462642604         462696931         462752601         462811118         462863556         462919143   
448051813      448178541         448297218         448416602         462010588         462093170         462178005         462236548         462293986         462352345         462410044         462480872         462535923         462590019         462642646         462696956         462752619         462811126         462863572         462919168   
448051839      448178590         448297242         448416610         462010653         462093246         462178047         462236563         462293994         462352386         462410051         462480880         462535931         462590035         462642687         462696972         462752627         462811134         462863580         462919176   
448051862      448178996         448297267         448416636         462010661         462093428         462178096         462236787         462294000         462352626         462410069         462481094         462535949         462590134         462642737         462697145         462752635         462811241         462863598         462917311   
448051912      448179028         448297325         448416644         462010745         462093469         462178120         462236803         462294018         462352659         462410093         462481128         462535972         462590142         462642794         462697152         462752643         462811258         462863606         462917352   
448051938      448179101         448297366         448416743         462010752         462093527         462178146         462236852         462294034         462352683         462410101         462481151         462535998         462590167         462642802         462697178         462752650         462811290         462863614         462917360   
448052373      448179218         448297614         448416792         462010992         462093543         462178278         462236878         462294133         462352691         462410291         462481169         462536178         462590175         462640574         462697202         462752734         462811308         462863762         462917378   
448052456      448179234         448297622         448417097         462011016         462093576         462178294         462236894         462294158         462352717         462410333         462481193         462536202         462590183         462640582         462697269         462752742         462811332         462863796         462917386   
448052480      448179267         448297770         448417121         462011032         462093618         462178310         462236910         462294166         462352741         462410366         462481250         462536236         462590191         462640590         462697285         462752759         462811365         462863838         462917402   
448052548      448179721         448297804         448417287         462011081         462093998         462178336         462237074         462294182         462350695         462410424         462481425         462536244         462590290         462640608         462697418         462752775         462811514         462863846         462917527   
448052654      448179739         448297812         448417337         462011123         462094004         462178377         462237090         462294208         462350729         462410465         462481474         462536269         462590316         462640624         462697442         462752783         462811530         462863861         462917535   
448052696      448179754         448297853         448417352         462011131         462094012         462178385         462237199         462294224         462350737         462410499         462481490         462536277         462590324         462640632         462697459         462752791         462811563         462863887         462917550   
448053249      448179762         448298141         448417378         462008566         462094145         462178591         462237207         462294497         462350745         462410648         462481524         462536467         462590357         462640715         462697483         462752882         462811597         462863978         462917568   
448053272      448179770         448298190         448417402         462008574         462094228         462178633         462237215         462294521         462350794         462410655         462481532         462536475         462590365         462640723         462697491         462752908         462811647         462863986         462917576   
448053280      448179788         448298216         448417485         462008582         462094293         462178682         462237231         462294554         462350844         462410697         462481557         462536491         462590480         462640780         462697533         462752916         462811670         462863994         462917584   
448053363      448180026         448298240         448417733         462008616         462094541         462178708         462237512         462294562         462351057         462410713         462481698         462536541         462590670         462640806         462697558         462752924         462811811         462864000         462917683   
448053389      448180182         448298273         448417808         462008632         462094574         462178716         462237520         462294570         462351081         462410796         462481722         462536558         462590704         462640889         462697624         462752965         462811837         462864018         462917741   
448053397      448180208         448298380         448417865         462008673         462094608         462178724         462237538         462294612         462351099         462410820         462481730         462536608         462590712         462640913         462697632         462752973         462811852         462864026         462917816   
448053843      448180224         448298729         448417949         462008988         462094665         462178898         462237546         462294695         462351123         462410879         462481763         462536871         462590738         462641127         462697657         462753120         462811878         462864141         462917857   
448053975      448180257         448298737         448418004         462009002         462094673         462178930         462237553         462294711         462351131         462410911         462481771         462536889         462590746         462641192         462697665         462753153         462811902         462864174         462917865   
448053983      448180281         448298760         448418038         462009028         462094764         462178948         462237561         462294760         462351156         462410929         462481805         462536897         462590761         462641259         462697681         462753195         462811910         462864182         462917873   
448054023      448180646         448298810         448418517         462009069         462094806         462178963         462237777         462294778         462351321         462410937         462481920         462536921         462591041         462641267         462697822         462753237         462812017         462864190         462918038   
448054072      448180661         448298893         448418590         462009093         462094871         462178997         462237793         462294786         462351339         462410960         462481938         462536970         462591058         462641275         462697830         462753245         462812041         462864208         462918046   
448054106      448180695         448298901         448418657         462009101         462094889         462179011         462237801         462294802         462351354         462410994         462481961         462536988         462591066         462641283         462697855         462753278         462812058         462864216         462918053   
448054130      448180711         448299339         448418715         462009341         462094913         462179128         462237819         462294919         462351388         462411125         462481979         462537085         462591082         462641432         462697871         462752148         462812066         462864364         462918095   
448054148      448180745         448299347         448418731         462009374         462094939         462179144         462237827         462294943         462351396         462411133         462482001         462537093         462591090         462641440         462697913         462752155         462812074         462864398         462918145   
448054163      448180778         448299354         448418764         462009382         462094996         462179177         462237835         462294968         462351420         462411158         462482019         462537119         462591108         462641457         462697939         462752163         462812108         462864406         462918152   

 


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448054171      448180901         448299362         448419069         462009416         462095308         462179185         462238031         462295023         462351537         462411182         462479999         462537127         462591215         462641572         462698119         462752171         462812207         462864422         462918350   
448054395      448180935         448299438         448419093         462009457         462095373         462179193         462238064         462295049         462351586         462411190         462480021         462537143         462591223         462641598         462698192         462752189         462812223         462864455         462918368   
448054445      448180968         448299446         448419143         462009465         462095423         462179201         462238072         462295056         462351602         462411208         462480047         462537168         462591231         462641606         462698242         462752197         462812249         462864463         462918376   
448054726      448180976         448299776         448419176         462009705         462095431         462177064         462238098         462295171         462351628         462411398         462480088         462537390         462591249         462641747         462698267         462752270         462812272         462864596         462918384   
448054734      448180984         448299834         448419234         462009713         462095449         462177098         462238114         462295270         462351669         462411422         462480096         462537424         462591256         462641754         462698283         462752288         462812280         462864604         462918426   
448054775      448181008         448299842         448419416         462009770         462095498         462177106         462238122         462295288         462351677         462411430         462480104         462537440         462591264         462641804         462698325         462752296         462812314         462864653         462918442   
448054809      448177238         448299859         448419804         462009796         462095803         462177114         462238312         462295296         462351834         462411505         462480278         462537465         462591439         462641820         462698473         462752304         462812348         462864661         462918590   
448054817      448177451         448299891         448419820         462009804         462095860         462177130         462238320         462295304         462351859         462411539         462480302         462537473         462591447         462641838         462698507         462752312         462812355         462864679         462918632   
448054841      448177519         448299925         448419861         462009838         462095928         462177247         462238338         462295312         462351909         462411562         462480310         462537481         462591462         462641861         462698531         462752320         462812363         462864687         462918640   
448055079      448177592         448300228         448419879         462010042         462095936         462177486         462238379         462295452         462351933         462411778         462480336         462537499         462591496         462641960         462698549         462752403         462812389         462864810         462918665   
448055087      448177634         448300236         448419895         462010059         462095944         462177494         462238411         462295528         462351958         462411877         462480344         462537515         462591504         462641994         462698572         462752411         462812447         462864844         462918681   
448055095      448177675         448300343         448419952         462010091         462096058         462177528         462238429         462295536         462351974         462411893         462480377         462537556         462591512         462642000         462698580         462752429         462812454         462864877         462918723   
448055186      448178178         448300392         448420299         462010109         462096421         462177536         462238437         462295569         462352188         462411919         462480583         462537564         462591637         462642034         462698713         462752437         462812686         462864885         462918905   
448055277      448178202         448300418         448420315         462010125         462096454         462177627         462238445         462295601         462352196         462411968         462480617         462537572         462591652         462642042         462698721         462752445         462812702         462864919         462918988   
448055319      448178350         448300475         448420331         462010133         462096488         462177643         462238502         462295619         462352220         462412008         462480658         462537606         462591777         462642067         462698739         462752452         462812736         462864984         462919002   
448055624      448178368         448300509         448420349         462010422         462096520         462177791         462238510         462295718         462352253         462412396         462480666         462537762         462591785         462642323         462698762         462752544         462812751         462863424         462919010   
448055665      448178392         448300590         448420364         462010455         462096702         462177841         462238528         462295734         462352261         462412461         462480682         462537770         462591835         462642463         462698770         462752551         462812769         462863440         462919036   
448055681      448178442         448300665         448420430         462010489         462096710         462177874         462238551         462295742         462352279         462412495         462480708         462537804         462591850         462642489         462698788         462752569         462812785         462863481         462919077   
448055731      448178681         448300723         448420877         462010497         462096918         462177908         462238809         462295767         462352394         462412503         462480898         462537820         462590043         462642505         462698929         462752577         462812967         462863507         462919218   
448055756      448178731         448300731         448420927         462010521         462096959         462177924         462238866         462295809         462352402         462412537         462480922         462537838         462590076         462642562         462698937         462752585         462812983         462863523         462919267   
448055798      448178772         448300764         448421008         462010539         462096967         462177957         462238874         462295833         462352451         462412545         462480971         462537846         462590084         462642570         462698945         462752593         462813007         462863531         462919275   
448056333      448178939         448300921         448421032         462010778         462096991         462178153         462238916         462294067         462352469         462412867         462481003         462537960         462590092         462642836         462698986         462752676         462813031         462863630         462919283   
448056408      448178947         448301002         448421057         462010786         462097015         462178179         462238932         462294075         462352485         462412883         462481045         462537986         462590118         462642844         462698994         462752684         462813056         462863671         462919291   
448056424      448178970         448301051         448421099         462010851         462097056         462178195         462238981         462294083         462352543         462412966         462481078         462537994         462590126         462642869         462699000         462752692         462813072         462863713         462919309   
448056432      448179309         448301077         448417139         462010893         462097171         462178229         462239187         462294091         462352766         462412974         462481276         462538000         462590217         462642885         462699117         462752700         462813171         462863721         462919341   
448056481      448179317         448301093         448417147         462010901         462097213         462178245         462239195         462294117         462352774         462412990         462481300         462538018         462590225         462642893         462699125         462752718         462813189         462863747         462919366   
448056499      448179333         448301101         448417162         462010943         462097288         462178252         462239203         462294125         462352790         462413022         462481318         462538034         462590258         462642984         462699133         462752726         462813197         462863754         462919390   
448056689      448179481         448301499         448417188         462011206         462097312         462178419         462239229         462294240         462352808         462413196         462481342         462538190         462590266         462643040         462699182         462752809         462813205         462863903         462919408   
448056762      448179515         448301531         448417261         462011214         462097361         462178427         462239237         462294257         462352816         462413246         462481375         462538208         462590274         462643099         462699224         462752817         462813213         462863929         462919440   
448056788      448179648         448301622         448417279         462011255         462097379         462178468         462239252         462294273         462352824         462413253         462481417         462538224         462590282         462643115         462699265         462752825         462813221         462863937         462919465   
448056820      448179812         448301648         448417600         462011271         462097676         462178492         462239393         462294406         462352857         462413287         462481565         462538232         462590514         462643149         462699398         462752833         462813338         462863945         462919598   
448056846      448179820         448301705         448417626         462011305         462097734         462178518         462239484         462294448         462352865         462413345         462481573         462538315         462590522         462643206         462699414         462752858         462813346         462863952         462919606   
448056887      448179846         448301713         448417642         462011313         462097759         462178542         462239492         462294471         462352873         462413378         462481599         462538380         462590597         462643214         462699471         462752874         462813361         462863960         462919655   
448057232      448179903         448302000         448417675         462011354         462097775         462178732         462239526         462294638         462352907         462413683         462481615         462538562         462590613         462643453         462699505         462752999         462813379         462864042         462919671   
448057463      448179911         448302067         448417691         462011404         462097791         462178757         462239534         462294646         462352923         462413741         462481656         462538570         462590647         462643461         462699539         462753013         462813387         462864059         462919689   
448057471      448179952         448302091         448417725         462011453         462097809         462178773         462239583         462294653         462352931         462413758         462481680         462538596         462590662         462643529         462699570         462753088         462813403         462864067         462919697   
448057489      448180356         448302158         448418087         462011461         462098195         462178799         462239757         462294661         462353137         462413766         462481813         462538604         462590779         462643552         462697707         462753096         462813494         462864075         462919986   
448057612      448180372         448302182         448418160         462011495         462098211         462178807         462239765         462294679         462353178         462413782         462481821         462538638         462590787         462643560         462697731         462753104         462813510         462864117         462920000   
448057661      448180463         448302315         448418194         462011511         462098245         462178831         462239773         462294687         462353186         462413790         462481839         462538661         462590829         462643578         462697764         462753112         462813528         462864133         462920026   
448057885      448180539         448302703         448418236         462011776         462098252         462179029         462239815         462294810         462353194         462411034         462481862         462538802         462590852         462643743         462697780         462753294         462813536         462864224         462920083   
448057935      448180547         448302711         448418301         462011784         462098278         462179045         462239856         462294844         462353210         462411067         462481896         462538844         462590944         462643750         462697798         462753336         462813544         462864257         462920117   
448058024      448180562         448302729         448418343         462011891         462098336         462179052         462239864         462294851         462353228         462411083         462481912         462538851         462590969         462643768         462697814         462753344         462813551         462864281         462920125   
448058149      448180802         448302828         448418806         462011917         462095019         462179060         462239971         462294869         462353384         462411091         462482068         462538877         462591116         462643818         462697947         462753351         462813692         462864323         462920273   
448058180      448180836         448302851         448418863         462011925         462095027         462179094         462239989         462294877         462353400         462411109         462482076         462538885         462591132         462643859         462697962         462753377         462813718         462864349         462920331   
448058214      448180844         448302935         448418905         462011941         462095050         462179110         462239997         462294885         462353418         462411117         462482084         462538893         462591140         462643867         462698002         462753393         462813734         462864356         462920364   
448054460      448180877         448303115         448418954         462012105         462095183         462179243         462240011         462295072         462353434         462411224         462482092         462539016         462591165         462644022         462698036         462753419         462813742         462864497         462920406   
448054486      448180885         448303149         448418996         462012113         462095209         462179268         462240037         462295080         462353541         462411265         462482100         462539073         462591173         462644030         462698069         462753450         462813767         462864513         462920414   
448054494      448180893         448303214         448419036         462012121         462095225         462179292         462240045         462295114         462353558         462411299         462482118         462539081         462591207         462644048         462698093         462753476         462813783         462864521         462920430   
448054551      448181065         448303321         448419630         462012139         462095506         462179300         462240185         462295148         462353715         462411323         462482142         462539115         462591280         462644055         462698333         462753484         462813916         462864539         462920521   
448054569      448181099         448303362         448419655         462012147         462095563         462179342         462240193         462295155         462353731         462411331         462482167         462539149         462591314         462644162         462698366         462753500         462813973         462864554         462920547   
448054593      448181115         448303370         448419689         462012154         462095654         462179359         462240219         462295163         462353756         462411380         462482183         462539164         462591371         462644170         462698416         462753518         462813981         462864588         462920554   
448054866      448181172         448303867         448419697         462012386         462095662         462179375         462240227         462295338         462353764         462411588         462482209         462539339         462591397         462644352         462698424         462753609         462814005         462864729         462920570   
448054916      448181248         448303875         448419747         462012394         462095761         462179391         462240235         462295346         462353798         462411604         462482225         462539354         462591405         462644378         462698432         462753625         462814047         462864745         462920588   
448054932      448181271         448303933         448419754         462012410         462095787         462179409         462240250         462295353         462353806         462411612         462482233         462539362         462591421         462644394         462698440         462753690         462814054         462864752         462920596   
448054999      448181446         448303966         448419960         462012444         462096082         462179417         462240508         462295403         462353947         462411703         462482498         462539396         462591520         462644402         462698606         462753708         462812470         462864778         462920711   
448055012      448181487         448303990         448419978         462012485         462096090         462179425         462240524         462295429         462353954         462411729         462482506         462539446         462591538         462644410         462698622         462753740         462812587         462864786         462920729   
448055053      448181511         448304139         448419994         462012519         462096223         462179433         462240532         462295437         462353996         462411752         462482522         462539495         462591553         462644428         462698630         462753757         462812603         462864794         462920752   
448055327      448181594         448304527         448420034         462012618         462096231         462179599         462240557         462295635         462354002         462412073         462482563         462537655         462591579         462644527         462698648         462753856         462812637         462864992         462920760   
448055376      448181636         448304543         448420133         462012626         462096249         462179615         462240565         462295668         462354036         462412081         462482597         462537671         462591587         462644543         462698663         462753898         462812652         462865015         462920778   
448055418      448181644         448304576         448420166         462012675         462096355         462179631         462240607         462295676         462354044         462412123         462482605         462537689         462591611         462644568         462698705         462753906         462812660         462865049         462920794   
448055459      448181909         448304667         448420703         462012808         462096751         462179649         462238569         462295684         462354218         462412156         462482928         462537705         462591900         462644576         462698796         462753914         462812801         462865056         462920935   
448055475      448181917         448304758         448420745         462012816         462096785         462179656         462238585         462295692         462354226         462412198         462482936         462537713         462591934         462644584         462698804         462753948         462812827         462865072         462920943   
448055517      448181958         448304790         448420786         462012832         462096850         462179664         462238593         462295700         462354234         462412305         462482951         462537754         462591942         462644592         462698812         462753955         462812835         462865080         462920968   

 


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448055947      448182030         448300772         448420794         462013046         462096868         462179870         462238668         462295841         462354267         462412560         462482969         462537853         462591975         462644709         462698846         462754136         462812843         462865114         462921008   
448056036      448182121         448300798         448420810         462013095         462096876         462179912         462238700         462295866         462354291         462412578         462482985         462537861         462592049         462644717         462698879         462754144         462812868         462865122         462921057   
448056044      448182154         448300806         448420844         462013103         462096892         462179920         462238726         462295874         462354317         462412610         462483025         462537879         462592080         462644733         462698911         462754185         462812959         462865155         462921065   
448056135      448182634         448300822         448421149         462013152         462097072         462179953         462239013         462295882         462354473         462412636         462483215         462537903         462592106         462644741         462699018         462754243         462813080         462865163         462921222   
448056291      448182675         448300830         448421172         462013210         462097098         462179979         462239054         462295890         462354499         462412651         462483256         462537911         462592114         462644766         462699026         462754276         462813098         462865197         462921230   
448056317      448182741         448300848         448421206         462013251         462097106         462179987         462239070         462295916         462354549         462412859         462483264         462537937         462592122         462644774         462699042         462754318         462813114         462865213         462921248   
448056531      448182766         448301184         448421297         462013525         462097130         462180217         462239096         462295924         462354580         462413030         462483280         462538067         462592130         462644907         462699059         462754508         462813122         462865338         462921255   
448056556      448182782         448301200         448421370         462013558         462097155         462180233         462239146         462295932         462354614         462413089         462483298         462538075         462592197         462644915         462699067         462754516         462813148         462865346         462921313   
448056564      448182790         448301234         448421396         462013632         462097163         462180241         462239161         462295940         462354622         462413121         462483314         462538083         462592205         462644923         462699109         462754532         462813163         462865395         462921339   
448056598      448183079         448301317         448421404         462013707         462097478         462180258         462239260         462295973         462354812         462413139         462483421         462538109         462592429         462644931         462699299         462754557         462813239         462865411         462919481   
448056655      448183186         448301333         448421545         462013731         462097536         462180266         462239286         462296047         462354846         462413154         462483439         462538117         462592452         462644956         462699307         462754573         462813247         462865437         462919499   
448056663      448183210         448301416         448421693         462013749         462097577         462180274         462239294         462296054         462354879         462413188         462483454         462538133         462592460         462644964         462699315         462754581         462813254         462865486         462919507   
448056945      448183236         448301804         448421776         462013905         462097585         462180415         462239310         462296302         462354887         462413394         462483462         462538422         462592478         462643230         462699323         462754748         462813262         462865627         462919556   
448057059      448183301         448301853         448421792         462013970         462097601         462180464         462239328         462296310         462354895         462413444         462483470         462538430         462592486         462643347         462699331         462754755         462813296         462865643         462919564   
448057075      448183319         448301895         448421867         462013988         462097643         462180472         462239377         462296336         462354978         462413535         462483538         462538455         462592494         462643354         462699380         462754763         462813312         462865650         462919572   
448057091      448183616         448301903         448422451         462014010         462097957         462180498         462239617         462296385         462352949         462413576         462483728         462538513         462592577         462643420         462699604         462754797         462813429         462865692         462919705   
448057117      448183640         448301911         448422477         462014028         462097965         462180506         462239625         462296419         462352972         462413600         462483736         462538521         462592585         462643438         462699612         462754813         462813437         462865718         462919754   
448057133      448183681         448301952         448422519         462014036         462097999         462180522         462239674         462296427         462352980         462413634         462483744         462538539         462592627         462643446         462699638         462754888         462813452         462865759         462919804   
448057679      448183756         448302471         448422527         462011529         462098021         462180670         462239708         462296575         462353004         462413824         462483769         462538679         462592635         462643594         462699703         462755141         462813460         462865890         462919861   
448057695      448183798         448302489         448422626         462011537         462098104         462180720         462239724         462296583         462353053         462413832         462483785         462538695         462592668         462643610         462699737         462755158         462813478         462865940         462919937   
448057745      448183830         448302505         448422733         462011586         462098187         462180803         462239732         462296591         462353079         462413865         462483793         462538729         462592676         462643651         462699745         462755166         462813486         462865973         462919960   
448057760      448184143         448302554         448423152         462011594         462098377         462180811         462239872         462296617         462353236         462413899         462484064         462538745         462592759         462643677         462699786         462755174         462813569         462865981         462920174   
448057802      448184168         448302604         448423186         462011602         462098484         462180845         462239880         462296625         462353251         462413907         462484098         462538752         462592767         462643693         462699794         462755190         462813585         462866013         462920182   
448057810      448184200         448302661         448423228         462011610         462098518         462180852         462239914         462296682         462353327         462413949         462484106         462538778         462592775         462643735         462699810         462755216         462813593         462866021         462920190   
448058222      448184291         448302943         448423244         462012014         462098542         462181017         462239922         462296930         462353343         462413964         462484114         462538901         462592783         462643883         462699828         462755414         462813601         462866153         462920208   
448058263      448184309         448303008         448423251         462012048         462098682         462181058         462239955         462296955         462353350         462413972         462484130         462538919         462592809         462643925         462699836         462755448         462813627         462866179         462920216   
448058271      448184333         448303016         448423269         462012063         462098708         462181066         462239963         462296971         462353368         462413998         462484171         462538935         462592858         462643941         462699869         462755455         462813643         462866187         462920265   
448058305      448184598         448303024         448423681         462012071         462098757         462181108         462240078         462296989         462353590         462414012         462484361         462538968         462593070         462643966         462699943         462755463         462813809         462866195         462920448   
448058321      448184663         448303032         448423707         462012089         462098781         462181116         462240086         462296997         462353608         462414038         462484379         462538976         462593088         462643974         462699950         462755471         462813817         462866229         462920455   
448058446      448184788         448303065         448423723         462012097         462098948         462181132         462240094         462297003         462353616         462414095         462484395         462538992         462593096         462643990         462699968         462755489         462813825         462866245         462920463   
448058479      448184796         448303487         448423731         462012188         462098955         462181355         462240102         462297102         462353640         462414244         462484411         462539180         462593112         462644220         462699984         462753526         462813882         462866401         462920471   
448058511      448184861         448303511         448423756         462012212         462098989         462181389         462240128         462297144         462353673         462414319         462484452         462539214         462593120         462644238         462699992         462753534         462813890         462866443         462920489   
448058529      448184903         448303701         448423764         462012238         462099037         462181496         462240144         462297151         462353707         462414343         462484478         462539230         462593138         462644253         462700006         462753542         462813908         462866450         462920513   
448058560      448185249         448303735         448424085         462012287         462099193         462181512         462240292         462297185         462353814         462414350         462482258         462539263         462593245         462644261         462700303         462753559         462814096         462866468         462920604   
448058578      448185298         448303750         448424101         462012311         462099219         462181520         462240342         462297219         462353848         462414368         462482324         462539271         462593252         462644279         462700311         462753575         462814104         462866476         462920620   
448058669      448185306         448303818         448424127         462012345         462099268         462181561         462240367         462297243         462353855         462414376         462482340         462539289         462593260         462644311         462700329         462753583         462814112         462866484         462920661   
448059030      448185348         448304170         448424150         462012535         462099276         462179441         462240391         462297474         462353863         462414590         462482399         462539529         462593294         462644444         462700337         462753781         462814138         462866591         462920679   
448059055      448185355         448304238         448424184         462012543         462099375         462179466         462240441         462297482         462353889         462414657         462482431         462539537         462593328         462644451         462700345         462753799         462814146         462866609         462920695   
448059063      448185363         448304295         448424200         462012550         462099391         462179508         462240482         462297490         462353921         462414673         462482464         462539578         462593369         462644469         462700360         462753807         462814161         462866617         462920703   
448059097      448181701         448304311         448424580         462012576         462099623         462179516         462240631         462297532         462354077         462414707         462482712         462539594         462593575         462644477         462700477         462753815         462814179         462866633         462920810   
448059113      448181719         448304386         448424614         462012592         462099680         462179540         462240656         462297540         462354127         462414772         462482746         462539602         462593591         462644501         462700485         462753823         462814187         462866641         462920844   
448059162      448181743         448304410         448424697         462012600         462099714         462179581         462240664         462297599         462354135         462414939         462482845         462539644         462593658         462644519         462700519         462753849         462814203         462866674         462920869   
448059444      448181784         448304808         448424804         462012865         462099722         462179730         462240706         462297789         462354150         462415183         462482852         462539651         462593674         462644600         462700527         462753971         462814211         462866799         462920877   
448059535      448181826         448304881         448424820         462012881         462099748         462179748         462240714         462297797         462354184         462415209         462482860         462539669         462593690         462644626         462700535         462753989         462814229         462866815         462920893   
448059543      448181859         448304972         448424846         462012899         462099763         462179789         462240755         462297821         462354192         462415225         462482886         462539677         462593716         462644634         462700568         462754003         462814245         462866823         462920927   
448059576      448182295         448305029         448425173         462012949         462100074         462179797         462240789         462297839         462354325         462415274         462483041         462539719         462593849         462644667         462700774         462754011         462814435         462866849         462921081   
448059618      448182329         448305078         448425199         462013012         462100132         462179839         462240805         462297854         462354358         462415316         462483082         462539735         462593856         462644675         462700782         462754078         462814443         462866856         462921123   
448059691      448182345         448305110         448425215         462013020         462100140         462179862         462240813         462297870         462354366         462415324         462483090         462539743         462593864         462644691         462700790         462754094         462814468         462866880         462921131   
448060038      448182402         448305128         448425223         462013269         462100157         462180019         462240821         462297961         462354374         462415605         462483157         462539891         462593872         462644782         462700816         462754391         462814542         462865221         462921172   
448060061      448182485         448305177         448425264         462013277         462100173         462180035         462240888         462298050         462354408         462415613         462483181         462539909         462593898         462644808         462700832         462754433         462814559         462865239         462921180   
448060103      448182592         448305193         448425306         462013327         462100181         462180050         462240896         462298068         462354440         462415662         462483207         462539925         462593914         462644816         462700857         462754458         462814567         462865254         462921206   
448060129      448182824         448305201         448425645         462013350         462100348         462180126         462240987         462298076         462354689         462415696         462483330         462539941         462592213         462644824         462701020         462754466         462814690         462865288         462921347   
448060137      448182840         448305300         448425736         462013384         462100355         462180142         462240995         462298092         462354697         462415738         462483355         462539966         462592247         462644873         462701038         462754474         462814708         462865296         462921354   
448060202      448182915         448305334         448425751         462013434         462100363         462180159         462241001         462298118         462354705         462415902         462483363         462539974         462592254         462644899         462701087         462754490         462814716         462865320         462921388   
448060533      448182949         448305599         448425835         462013780         462100371         462180282         462241019         462296062         462354739         462416074         462483371         462540097         462592262         462644980         462701095         462754599         462814724         462865510         462921420   
448060541      448182964         448305623         448425876         462013798         462100397         462180332         462241027         462296120         462354754         462416116         462483389         462540113         462592304         462644998         462701111         462754631         462814815         462865544         462921446   
448060566      448182998         448305672         448426015         462013806         462100504         462180340         462241050         462296153         462354788         462416157         462483413         462540147         462592403         462645003         462701129         462754672         462814823         462865569         462921461   
448060665      448183392         448305706         448421909         462013822         462100603         462180373         462241274         462296161         462354986         462416173         462483553         462540154         462592502         462645029         462701228         462754698         462814922         462865585         462921479   
448060723      448183442         448305722         448422048         462013871         462100629         462180399         462241282         462296237         462354994         462416223         462483595         462540162         462592510         462645045         462701236         462754706         462814963         462865593         462921487   
448060749      448183483         448305763         448422154         462013889         462100652         462180407         462241308         462296260         462355009         462416264         462483652         462540196         462592528         462645052         462701244         462754722         462814971         462865601         462921495   
448061234      448183491         448306050         448422279         462014051         462100736         462180555         462241316         462296435         462355017         462416470         462483660         462540329         462592536         462645078         462701251         462754904         462814989         462865767         462921511   
448061275      448183517         448306126         448422287         462014069         462100744         462180563         462241324         462296450         462355058         462416504         462483694         462540337         462592544         462645094         462701269         462754912         462815028         462865791         462921545   
448061317      448183558         448306159         448422329         462014101         462100785         462180589         462241332         462296476         462355074         462416538         462483710         462540345         462592551         462645102         462701285         462754946         462815051         462865809         462921560   

 


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448061382      448183921         448306225         448422741         462014119         462100892         462180621         462241506         462296484         462355082         462416553         462483835         462540386         462592684         462645110         462701392         462754979         462815168         462865817         462921792   
448061390      448183988         448306266         448422816         462014168         462100900         462180639         462241530         462296526         462355108         462416587         462483918         462540394         462592692         462645128         462701400         462755042         462815192         462865866         462921834   
448061499      448183996         448306332         448422857         462014184         462100975         462180662         462241548         462296559         462355157         462416637         462483934         462540402         462592700         462645136         462701426         462755109         462815200         462865874         462921859   
448061804      448184002         448306498         448422881         462014192         462100991         462180878         462241555         462296724         462355173         462416827         462483942         462540493         462592718         462645284         462701459         462755224         462815234         462866054         462921867   
448061846      448184028         448306506         448423111         462014234         462101056         462180902         462241563         462296740         462355181         462416835         462483975         462540519         462592726         462645292         462701467         462755281         462815275         462866070         462921875   
448061903      448184135         448306514         448423145         462014267         462101072         462180910         462241613         462296757         462355215         462416843         462483983         462540527         462592734         462645300         462701483         462755364         462815309         462866088         462921883   
448061911      448184374         448306522         448423285         462014283         462101346         462180936         462241761         462296781         462355389         462416850         462484197         462540535         462592965         462645318         462699877         462755372         462815390         462866104         462922055   
448061929      448184382         448306530         448423343         462014291         462101510         462180977         462241779         462296880         462355405         462416868         462484205         462540543         462592981         462645326         462699885         462755398         462815424         462866120         462922071   
448061952      448184424         448306563         448423392         462014317         462101551         462180993         462241811         462296906         462355413         462416876         462484247         462540550         462593013         462645334         462699893         462755406         462815440         462866146         462922170   
448062455      448184457         448306746         448423533         462014515         462101650         462181140         462241860         462297045         462355421         462414103         462484262         462540758         462593047         462645409         462699901         462755497         462815457         462866252         462922188   
448062463      448184473         448306878         448423541         462014531         462101684         462181157         462241886         462297052         462355439         462414145         462484296         462540782         462593054         462645417         462699919         462755539         462815481         462866286         462922204   
448062489      448184499         448306886         448423632         462014556         462101783         462181181         462241902         462297060         462355462         462414152         462484338         462540790         462593062         462645425         462699935         462755554         462815507         462866294         462922238   
448062513      448184994         448306944         448423798         462014572         462099094         462181231         462242157         462297078         462355603         462414160         462484494         462540816         462593146         462645441         462700048         462755620         462815648         462866302         462922352   
448062588      448185025         448307009         448423822         462014580         462099128         462181272         462242165         462297086         462355645         462414210         462484528         462540840         462593153         462645458         462700055         462755638         462815655         462866351         462922360   
448062596      448185074         448307041         448423830         462014622         462099144         462181306         462242173         462297094         462355678         462414228         462484536         462540857         462593179         462645466         462700063         462755661         462815689         462866377         462922394   
448058727      448185082         448307215         448423889         462014838         462099151         462181579         462242207         462297268         462355686         462414384         462484544         462540980         462593187         462645565         462700097         462755687         462815754         462866492         462922410   
448058743      448185108         448307256         448423897         462014895         462099169         462181652         462242215         462297318         462355694         462414392         462484569         462541012         462593195         462645573         462700212         462755711         462815770         462866500         462922428   
448058875      448185140         448307272         448424028         462014903         462099185         462181678         462242223         462297326         462355785         462414426         462484577         462541020         462593229         462645581         462700295         462755737         462815788         462866518         462922469   
448058925      448185439         448307280         448424267         462014978         462099425         462181686         462242371         462297359         462355900         462414558         462484643         462541038         462593385         462645615         462700394         462755778         462815978         462866542         462922584   
448058941      448185553         448307330         448424309         462015017         462099490         462181694         462242389         462297458         462355918         462414574         462484650         462541079         462593435         462645649         462700410         462755836         462815994         462866559         462922600   
448059022      448185629         448307363         448424390         462015025         462099508         462181702         462242405         462297466         462355926         462414582         462484692         462541087         462593443         462645664         462700428         462755885         462816000         462866583         462922618   
448059212      448185652         448307603         448424440         462015231         462099557         462181710         462242413         462297607         462355942         462415019         462484718         462541293         462593450         462645854         462700436         462756008         462816018         462866708         462922634   
448059253      448185660         448307637         448424465         462015249         462099565         462181736         462242439         462297615         462355959         462415035         462484726         462541319         462593526         462645904         462700444         462756016         462816042         462866716         462922667   
448059345      448185686         448307751         448424523         462015272         462099615         462181769         462242520         462297631         462355983         462415084         462484775         462541327         462593542         462645946         462700469         462756024         462816083         462866724         462922683   
448059378      448185744         448307801         448424887         462015306         462099789         462181801         462242652         462297680         462356056         462415100         462484866         462541335         462593740         462646027         462700600         462756032         462814252         462866740         462922816   
448059386      448185751         448307850         448424895         462015314         462099912         462181819         462242694         462297755         462356064         462415159         462484874         462541368         462593757         462646035         462700642         462756040         462814336         462866765         462922840   
448059410      448185843         448307918         448424937         462015330         462099938         462181827         462242702         462297771         462356072         462415175         462484890         462541376         462593765         462646043         462700659         462756065         462814344         462866781         462922857   
448059808      448185900         448308379         448424986         462015546         462099953         462181967         462242751         462297896         462356106         462415381         462484908         462539750         462593807         462646159         462700675         462756248         462814369         462866948         462922865   
448059840      448185959         448308437         448425082         462015561         462099961         462181983         462242793         462297912         462356130         462415415         462484916         462539776         462593823         462646167         462700725         462756263         462814385         462866971         462922873   
448059865      448185975         448308478         448425140         462015587         462100058         462181991         462242801         462297920         462356148         462415456         462484924         462539784         462593831         462646183         462700758         462756289         462814427         462867003         462922899   
448059956      448186205         448308577         448425314         462015652         462100207         462182064         462240912         462297938         462356288         462415464         462484999         462539800         462593930         462646191         462700881         462756305         462814575         462867011         462922998   
448059964      448186320         448308601         448425348         462015751         462100215         462182080         462240920         462297946         462356296         462415472         462485020         462539867         462593948         462646209         462700915         462756313         462814583         462867029         462923004   
448060012      448186395         448308619         448425405         462015769         462100231         462182106         462240938         462297953         462356304         462415522         462485038         462539875         462593963         462646233         462700923         462756321         462814617         462867045         462923012   
448060228      448186437         448305342         448425462         462015991         462100264         462182247         462240946         462298126         462356312         462415977         462485046         462539990         462593971         462646381         462700972         462756529         462814625         462867052         462923020   
448060236      448186486         448305383         448425488         462016015         462100306         462182254         462240953         462298134         462356320         462415985         462485053         462540030         462594003         462646399         462700980         462756545         462814666         462867086         462923038   
448060244      448186494         448305417         448425629         462016023         462100330         462182262         462240979         462298159         462356346         462416017         462485061         462540048         462594011         462646407         462700998         462756552         462814682         462867110         462923046   
448060285      448186866         448305433         448426064         462016049         462100520         462182288         462241076         462298183         462356452         462416025         462485178         462540055         462594029         462646415         462701137         462756560         462814856         462867128         462923129   
448060327      448186890         448305466         448426270         462016056         462100538         462182296         462241100         462298191         462356460         462416041         462485202         462540071         462594037         462646423         462701145         462756586         462814872         462867144         462923137   
448060467      448186957         448305540         448426338         462016106         462100553         462182338         462241134         462298209         462356478         462416058         462485210         462540089         462594052         462646431         462701178         462756610         462814880         462867151         462923145   
448060756      448187021         448305771         448426387         462016346         462100561         462182569         462241142         462298217         462356486         462416280         462485228         462540212         462594060         462646613         462701186         462756743         462814898         462867276         462923152   
448060764      448187096         448305839         448426403         462016387         462100579         462182593         462241175         462298233         462356494         462416330         462485244         462540238         462594086         462646621         462701202         462756750         462814906         462867292         462923178   
448060871      448187120         448305854         448426411         462016395         462100595         462182601         462241258         462298266         462356502         462416348         462485251         462540253         462594110         462646647         462701210         462756768         462814914         462867318         462923186   
448060905      448187419         448305904         448426510         462016411         462100819         462182619         462241340         462298274         462356577         462416371         462485343         462540279         462594227         462646738         462701293         462756834         462815093         462867342         462921578   
448061077      448187617         448305912         448426528         462016445         462100827         462182643         462241399         462298282         462356585         462416439         462485350         462540287         462594243         462646787         462701301         462756859         462815119         462867359         462921610   
448061101      448187633         448306027         448426585         462016460         462100835         462182650         462241423         462298308         462356593         462416462         462485368         462540295         462594250         462646811         462701319         462756867         462815127         462867425         462921628   
448061598      448187641         448306357         448426619         462016635         462100843         462182957         462241456         462298415         462356601         462416652         462485376         462540428         462594276         462645144         462701327         462756958         462815135         462867581         462921669   
448061622      448187716         448306365         448426627         462016684         462100868         462182973         462241464         462298431         462356627         462416702         462485384         462540436         462594284         462645169         462701343         462757014         462815143         462867607         462921719   
448061630      448187724         448306399         448426635         462016700         462100884         462182981         462241498         462298456         462356635         462416744         462485392         462540451         462594300         462645177         462701376         462757022         462815150         462867623         462921743   
448061671      448187948         448306431         448427153         462016726         462101106         462182999         462241639         462298472         462355231         462416777         462485467         462540469         462594417         462645219         462701491         462757048         462815333         462867649         462921891   
448061754      448187955         448306449         448427203         462016734         462101114         462183104         462241647         462298480         462355249         462416785         462485475         462540477         462594441         462645235         462701525         462757055         462815341         462867656         462921941   
448061770      448187971         448306456         448427211         462016759         462101155         462183112         462241670         462298506         462355256         462416793         462485483         462540485         462594458         462645250         462701533         462757063         462815358         462867672         462921958   
448062182      448188052         448306589         448427351         462014325         462101205         462183237         462241688         462298647         462355264         462416918         462485509         462540600         462594466         462645342         462701566         462757170         462815366         462867839         462921966   
448062224      448188136         448306613         448427575         462014366         462101239         462183260         462241704         462298662         462355280         462416934         462485525         462540618         462594474         462645359         462701590         462757188         462815374         462867847         462921982   
448062265      448188151         448306621         448427583         462014390         462101262         462183328         462241746         462298696         462355355         462416942         462485533         462540634         462594508         462645367         462701608         462757196         462815382         462867888         462922030   
448062323      448188581         448306639         448427930         462014432         462101817         462183344         462241969         462298704         462355470         462416991         462485632         462540667         462594656         462645375         462701624         462757204         462815531         462867904         462922246   
448062356      448188631         448306647         448427971         462014465         462101825         462183351         462242017         462298803         462355504         462417007         462485640         462540717         462594664         462645383         462701632         462757220         462815549         462867912         462922295   
448062430      448188698         448306712         448428078         462014507         462101833         462183369         462242025         462298829         462355546         462417031         462485657         462540741         462594672         462645391         462701657         462757287         462815564         462867938         462922303   
448062638      448188789         448307058         448428144         462014655         462101841         462183484         462242033         462298910         462355561         462417072         462485665         462540865         462594698         462645474         462701665         462757501         462815580         462868100         462922311   
448062646      448188797         448307132         448428185         462014689         462101874         462183492         462242066         462298969         462355587         462417098         462485673         462540873         462594706         462645482         462701673         462757527         462815598         462868118         462922337   
448062679      448188805         448307140         448428201         462014697         462101882         462183542         462242090         462298993         462355595         462417148         462485681         462540899         462594730         462645516         462701699         462757568         462815606         462868126         462922345   
448062786      448189092         448307173         448428532         462014747         462101890         462183575         462242231         462299033         462355793         462417163         462485772         462540907         462594987         462645524         462701830         462757584         462815838         462868134         462922477   
448062893      448189134         448307181         448428565         462014754         462101924         462183591         462242256         462299041         462355801         462417189         462485780         462540915         462594995         462645540         462701855         462757642         462815853         462868159         462922485   
448062927      448189175         448307199         448428581         462014796         462101973         462183609         462242264         462299058         462355827         462417197         462485798         462540956         462595034         462645557         462701871         462757691         462815887         462868167         462922501   

 


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448062935      448189217         448307389         448428607         462015066         462101981         462183815         462242272         462299231         462355850         462417320         462485806         462541095         462595059         462645714         462701897         462755893         462815911         462868266         462922519   
448063081      448189233         448307439         448428664         462015124         462101999         462183823         462242314         462299249         462355868         462417338         462485822         462541137         462595067         462645722         462701905         462755901         462815937         462868274         462922543   
448063123      448189266         448307447         448428672         462015132         462102039         462183831         462242322         462299272         462355876         462417353         462485830         462541145         462595075         462645748         462701913         462755927         462815960         462868282         462922576   
448063222      448189662         448307488         448429126         462015140         462102237         462183864         462242538         462299280         462355991         462417411         462484783         462541202         462595182         462645771         462702028         462755943         462816109         462868324         462922709   
448063230      448189696         448307496         448429191         462015165         462102245         462183906         462242546         462299298         462356007         462417437         462484791         462541277         462595190         462645789         462702044         462755950         462816125         462868340         462922741   
448063248      448189704         448307553         448429233         462015223         462102252         462183914         462242561         462299322         462356015         462417486         462484809         462541285         462595216         462645839         462702069         462755968         462816166         462868381         462922758   
448063438      448189720         448307967         448429258         462015348         462102278         462181835         462242603         462299439         462356023         462417650         462484825         462541384         462595224         462646076         462702101         462756099         462816190         462868571         462922766   
448063453      448189753         448308049         448429266         462015371         462102286         462181850         462242629         462299462         462356031         462417692         462484833         462541400         462595232         462646084         462702127         462756107         462816208         462868597         462922774   
448063487      448189761         448308098         448429274         462015447         462102294         462181876         462242645         462299496         462356049         462417700         462484841         462541426         462595240         462646092         462702143         462756115         462816232         462868605         462922790   
448063503      448185991         448308114         448429639         462015462         462102450         462181884         462242819         462299504         462356163         462417726         462484932         462541442         462595364         462646126         462702283         462756156         462816265         462868613         462922907   
448063552      448186031         448308221         448429696         462015470         462102534         462181934         462242827         462299546         462356171         462417742         462484940         462541483         462595372         462646134         462702291         462756164         462816273         462868621         462922915   
448063560      448186056         448308239         448429894         462015512         462102716         462181942         462242850         462299561         462356189         462417759         462484957         462541491         462595398         462646142         462702309         462756206         462816281         462868639         462922923   
448063750      448186114         448308692         448429936         462015819         462102799         462182114         462242918         462299660         462356197         462417841         462484965         462541509         462595422         462646266         462702317         462756354         462816299         462868795         462922956   
448063826      448186130         448308718         448429977         462015868         462102856         462182122         462242942         462299678         462356262         462417882         462484973         462541533         462595448         462646274         462702325         462756370         462816315         462868829         462922964   
448063859      448186155         448308734         448430025         462015900         462102906         462182155         462243007         462299694         462356270         462417908         462484981         462541558         462595471         462646316         462702358         462756404         462816380         462868845         462922980   
448063875      448186551         448308767         448430447         462015926         462103391         462182205         462243031         462299702         462356353         462417924         462485079         462541624         462595596         462646332         462702523         462756453         462816562         462868852         462923053   
448063883      448186627         448308783         448430462         462015942         462103425         462182213         462243072         462299736         462356403         462417940         462485111         462541632         462595612         462646340         462702531         462756487         462816570         462868894         462923061   
448063958      448186718         448308809         448430504         462015975         462103441         462182239         462243114         462299744         462356411         462417965         462485129         462541640         462595646         462646357         462702556         462756503         462816620         462868902         462923079   
448064303      448186759         448308817         448430512         462016163         462103516         462182346         462243122         462299884         462356429         462418161         462485137         462541798         462595653         462646464         462702564         462756628         462816653         462867177         462923087   
448064329      448186775         448308841         448430546         462016171         462103540         462182361         462243130         462299892         462356437         462418179         462485152         462541806         462595695         462646472         462702580         462756669         462816687         462867193         462923095   
448064345      448186858         448308874         448430553         462016205         462103573         462182429         462243197         462299918         462356445         462418195         462485160         462541822         462595703         462646480         462702598         462756677         462816695         462867201         462923111   
448064394      448187146         448308932         448430975         462016213         462103813         462182452         462243346         462299934         462356510         462418211         462485269         462541830         462594136         462646514         462702747         462756701         462816919         462867219         462923202   
448064402      448187187         448308940         448430983         462016221         462103821         462182478         462243361         462299975         462356528         462418237         462485277         462541855         462594144         462646530         462702754         462756719         462816943         462867243         462923236   
448064519      448187260         448309013         448431098         462016254         462103854         462182494         462243379         462299983         462356536         462418260         462485285         462541871         462594151         462646605         462702762         462756735         462816950         462867250         462923244   
448064808      448187278         448309237         448431114         462016478         462103888         462182684         462243387         462298316         462356544         462418369         462485301         462542044         462594177         462646829         462702770         462756883         462816968         462867466         462923251   
448064998      448187294         448309245         448431338         462016502         462103896         462182734         462243395         462298324         462356551         462418385         462485319         462542051         462594201         462646837         462702846         462756891         462816976         462867482         462923269   
448065037      448187393         448309302         448431403         462016528         462104027         462182759         462243411         462298357         462356569         462418393         462485335         462542069         462594219         462646845         462702853         462756917         462817008         462867490         462923285   
448065128      448187732         448309401         448426726         462016569         462104167         462182858         462243536         462298373         462356643         462418401         462485400         462542093         462594318         462646860         462703000         462756925         462817115         462867508         462923319   
448065201      448187757         448309443         448426759         462016619         462104233         462182890         462243544         462298381         462356650         462418427         462485418         462542143         462594326         462646936         462703026         462756933         462817131         462867516         462923335   
448065219      448187799         448309450         448426866         462016627         462104308         462182924         462243569         462298399         462356668         462418435         462485426         462542150         462594334         462646944         462703034         462756941         462817149         462867565         462923343   
448065607      448187831         448309864         448426981         462016809         462104332         462183120         462243593         462298548         462356676         462418559         462485434         462542275         462594367         462647009         462703059         462757071         462817156         462867714         462923350   
448065615      448187849         448309880         448427062         462016825         462104415         462183179         462243601         462298555         462356692         462418575         462485442         462542283         462594383         462647025         462703083         462757089         462817180         462867755         462923376   
448065631      448187864         448309898         448427070         462016890         462104423         462183187         462243619         462298571         462356700         462418583         462485459         462542291         462594409         462647082         462703091         462757105         462817198         462867763         462923384   
448065672      448188185         448309989         448427617         462016908         462104795         462183195         462243742         462298597         462356718         462418591         462485558         462542317         462594565         462647132         462703216         462757121         462817297         462867771         462923525   
448065698      448188235         448310037         448427682         462016916         462104803         462183211         462243759         462298605         462356726         462418617         462485566         462542325         462594573         462647157         462703273         462757139         462817305         462867789         462923558   
448065748      448188375         448310052         448427757         462016924         462104829         462183229         462243775         462298613         462356734         462418625         462485574         462542341         462594581         462647173         462703281         462757154         462817313         462867821         462923566   
448066050      448188409         448310532         448427765         462016932         462104936         462183377         462243817         462298852         462356767         462418740         462485582         462542473         462594607         462647413         462703307         462757295         462817347         462867946         462923574   
448066068      448188466         448310680         448427898         462016957         462104951         462183385         462243858         462298860         462356775         462418757         462485590         462542481         462594623         462647454         462703364         462757303         462817362         462867995         462923582   
448066159      448188532         448310730         448427922         462017047         462105008         462183393         462243866         462298878         462356783         462418765         462485616         462542507         462594631         462647520         462703430         462757360         462817388         462868035         462923590   
448066167      448188813         448310748         448428268         462017112         462105552         462183427         462244062         462298886         462356916         462418781         462485699         462542523         462594771         462647546         462701707         462757410         462817503         462868050         462923749   
448066217      448188896         448310771         448428276         462017120         462105636         462183443         462244070         462298894         462356924         462418807         462485715         462542531         462594797         462647561         462701723         462757477         462817594         462868068         462923772   
448066241      448188938         448310821         448428342         462017138         462105677         462183468         462244088         462298902         462356932         462418823         462485723         462542549         462594813         462647579         462701749         462757485         462817636         462868084         462923798   
448066753      448188987         448311100         448428433         462017310         462105701         462183633         462244104         462299132         462356940         462417213         462485749         462542648         462594938         462647777         462701756         462757709         462817651         462868175         462923806   
448066761      448189050         448311183         448428441         462017336         462105776         462183641         462244153         462299165         462356965         462417221         462485756         462542655         462594946         462647785         462701806         462757725         462817669         462868183         462923814   
448066803      448189068         448311217         448428474         462017401         462105792         462183690         462244179         462299173         462356973         462417239         462485764         462542663         462594961         462647835         462701814         462757733         462817685         462868209         462923822   
448066852      448189274         448311449         448428789         462017427         462102047         462183740         462244278         462299181         462357104         462417262         462485855         462542671         462595091         462647843         462701921         462757808         462817800         462868233         462924051   
448066878      448189407         448311480         448428805         462017443         462102062         462183773         462244302         462299199         462357120         462417296         462485863         462542689         462595109         462647850         462701939         462757816         462817818         462868241         462924069   
448067041      448189563         448311498         448428904         462017450         462102070         462183807         462244310         462299215         462357138         462417304         462485889         462542697         462595117         462647892         462701947         462757824         462817867         462868258         462924077   
448063305      448189605         448311860         448429001         462017583         462102120         462183948         462244328         462299348         462357146         462417502         462485897         462542804         462595125         462648056         462701954         462757832         462817875         462868407         462924085   
448063313      448189613         448311886         448429050         462017609         462102161         462183955         462244336         462299389         462357153         462417510         462485921         462542820         462595158         462648064         462702002         462757840         462817909         462868415         462924093   
448063321      448189639         448311977         448429068         462017617         462102229         462183997         462244344         462299397         462357161         462417528         462485947         462542853         462595166         462648072         462702010         462757873         462817917         462868423         462924127   
448063354      448189852         448311985         448429340         462017625         462102310         462184029         462244492         462299405         462357286         462417536         462485962         462542879         462595265         462648080         462702168         462757881         462818055         462868431         462924218   
448063388      448189894         448311993         448429381         462017732         462102328         462184045         462244500         462299413         462357294         462417569         462485970         462542887         462595307         462648122         462702184         462757923         462818071         462868514         462924226   
448063420      448189928         448312108         448429407         462017740         462102344         462184060         462244518         462299421         462357302         462417577         462485988         462542895         462595315         462648130         462702192         462757949         462818113         462868548         462924234   
448063578      448189944         448312371         448429423         462017914         462102351         462184078         462244542         462299579         462357310         462417775         462485996         462542960         462595323         462648361         462702200         462758103         462818139         462868647         462924242   
448063594      448189993         448312397         448429472         462017930         462102369         462184086         462244583         462299587         462357336         462417783         462486002         462542978         462595331         462648387         462702218         462758111         462818147         462868688         462924259   
448063651      448190017         448312405         448429555         462017955         462102443         462184094         462244617         462299603         462357344         462417791         462486010         462542986         462595349         462648429         462702234         462758160         462818154         462868704         462924275   
448063669      448190066         448312421         448430108         462017963         462103086         462184110         462244757         462299629         462357443         462417817         462486093         462542994         462595497         462648437         462702366         462758194         462816398         462868761         462924341   
448063701      448190074         448312496         448430124         462017971         462103201         462184128         462244765         462299645         462357468         462417825         462486119         462543000         462595505         462648452         462702390         462758210         462816406         462868779         462924358   
448063727      448190116         448312504         448430165         462017989         462103235         462184151         462244781         462299652         462357476         462417833         462486135         462543042         462595521         462648478         462702424         462758228         462816414         462868787         462924366   
448064006      448190215         448312900         448430207         462018128         462103250         462184268         462244815         462299751         462357484         462417981         462486150         462541665         462595539         462648627         462702440         462758392         462816422         462868928         462924374   
448064055      448190231         448312942         448430249         462018136         462103326         462184276         462244831         462299801         462357518         462418021         462486176         462541673         462595570         462648643         462702457         462758400         462816489         462868936         462924390   
448064121      448190249         448312983         448430371         462018144         462103334         462184318         462244856         462299827         462357526         462418054         462486275         462541699         462595588         462648650         462702507         462758426         462816554         462868951         462924408   

 


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448064188      448190611         448313049         448430678         462018177         462103599         462184326         462243221         462299835         462357617         462418096         462486465         462541707         462595711         462648668         462702671         462758459         462816752         462868977         462924499   
448064238      448190694         448313098         448430777         462018193         462103615         462184342         462243247         462299850         462357633         462418104         462486499         462541715         462595729         462648684         462702689         462758467         462816778         462869025         462924515   
448064253      448190702         448313114         448430827         462018201         462103664         462184359         462243254         462299876         462357641         462418120         462486523         462541731         462595737         462648692         462702697         462758475         462816802         462869058         462924523   
448064535      448190736         448309096         448430835         462018458         462103698         462184490         462243270         462300005         462357666         462418278         462486556         462541921         462595778         462648924         462702705         462758665         462816828         462869066         462924531   
448064576      448190769         448309120         448430918         462018482         462103714         462184508         462243288         462300021         462357674         462418286         462486580         462541947         462595810         462648940         462702721         462758673         462816869         462869082         462924549   
448064642      448190793         448309146         448430934         462018516         462103771         462184524         462243304         462300054         462357682         462418294         462486598         462541954         462595836         462648957         462702739         462758681         462816901         462869108         462924556   
448064675      448191528         448309179         448431452         462018532         462104068         462184532         462243437         462300120         462357948         462418302         462486762         462541996         462595869         462648981         462702895         462758699         462817016         462869116         462924630   
448064733      448191536         448309187         448431486         462018557         462104092         462184557         462243445         462300138         462357997         462418328         462486770         462542010         462595877         462648999         462702911         462758715         462817024         462869124         462924648   
448064774      448191551         448309229         448431502         462018565         462104100         462184565         462243478         462300146         462358003         462418344         462486788         462542036         462595885         462649005         462702937         462758723         462817040         462869132         462924655   
448065227      448191650         448309468         448431551         462018763         462104126         462184680         462243494         462300153         462358029         462418450         462486804         462542176         462595901         462649260         462702952         462758855         462817057         462869264         462924663   
448065250      448191734         448309617         448431585         462018854         462104134         462184698         462243502         462300161         462358045         462418484         462486812         462542184         462595927         462649278         462702960         462758863         462817065         462869306         462924671   
448065326      448191767         448309708         448431619         462018961         462104142         462184714         462243510         462300187         462358052         462418492         462486846         462542192         462595968         462649302         462702986         462758889         462817073         462869322         462924689   
448065482      448191973         448309740         448431684         462018987         462104548         462184722         462243627         462300195         462358284         462418500         462486986         462542226         462596123         462649310         462703109         462758897         462817206         462869348         462923392   
448065516      448191981         448309773         448431726         462018995         462104605         462184730         462243635         462300203         462358326         462418534         462487026         462542259         462596131         462649351         462703117         462758913         462817214         462869355         462923418   
448065581      448192039         448309815         448431742         462019084         462104621         462184748         462243668         462300260         462358359         462418542         462487059         462542267         462596149         462649377         462703141         462758947         462817222         462869397         462923426   
448065763      448192203         448310078         448431767         462019233         462104738         462184870         462243676         462300435         462358367         462418633         462487067         462542358         462596172         462647181         462703158         462759150         462817230         462869520         462923442   
448065847      448192286         448310102         448431783         462019308         462104746         462184904         462243718         462300476         462358375         462418658         462487075         462542366         462596180         462647215         462703166         462759226         462817255         462869553         462923467   
448065862      448192336         448310219         448431833         462019340         462104779         462184912         462243726         462300492         462358417         462418666         462487083         462542382         462596230         462647280         462703182         462759234         462817263         462869561         462923491   
448065912      448192617         448310318         448432005         462019423         462105057         462184920         462243882         462300500         462356791         462418674         462487281         462542390         462596446         462647330         462703463         462759242         462817412         462869587         462923616   
448065987      448192625         448310334         448432054         462019498         462105230         462184938         462243890         462300534         462356817         462418716         462487315         462542408         462596461         462647371         462703497         462759325         462817420         462869603         462923657   
448066027      448192641         448310490         448432070         462019548         462105255         462184946         462243908         462300559         462356841         462418724         462487349         462542416         462596503         462647389         462703505         462759333         462817438         462869645         462923681   
448066274      448192708         448310920         448432302         462017153         462105297         462185075         462243916         462300807         462356874         462418831         462487372         462542572         462596511         462647587         462703513         462759481         462817453         462869785         462923699   
448066308      448192757         448310938         448432344         462017195         462105347         462185091         462243999         462300849         462356882         462418849         462487406         462542580         462596545         462647595         462703554         462759523         462817479         462869793         462923707   
448066340      448192765         448310995         448432369         462017211         462105503         462185109         462244005         462300856         462356908         462418872         462487422         462542606         462596578         462647629         462703562         462759549         462817495         462869843         462923731   
448066357      448193243         448311019         448432716         462017252         462105826         462185117         462244187         462300880         462356981         462418906         462487638         462542614         462596818         462647736         462703604         462759572         462817719         462869850         462923871   
448066670      448193268         448311068         448432757         462017278         462105867         462185125         462244229         462300906         462357013         462418914         462487646         462542622         462596826         462647744         462703638         462759580         462817727         462869876         462923897   
448066696      448193284         448311076         448432856         462017294         462105875         462185133         462244237         462300914         462357054         462418955         462487679         462542630         462596834         462647769         462703661         462759648         462817743         462869884         462923947   
448067090      448193334         448311555         448432872         462017476         462105933         462185307         462244245         462301110         462357062         462418971         462487711         462542705         462596842         462647900         462703687         462759804         462817768         462870007         462923962   
448067256      448193425         448311605         448432971         462017492         462106022         462185315         462244252         462301128         462357070         462418989         462487729         462542713         462596917         462647942         462703695         462759820         462817776         462870015         462923970   
448067264      448193433         448311761         448433177         462017500         462106048         462185323         462244260         462301144         462357088         462418997         462487737         462542721         462596925         462647967         462703703         462759853         462817784         462870023         462924036   
448067348      448193680         448311837         448433490         462017534         462106063         462185331         462244351         462301169         462357179         462419011         462487935         462542754         462597105         462647991         462703828         462759861         462817941         462870031         462924135   
448067355      448193706         448311845         448433508         462017542         462106113         462185349         462244377         462301185         462357195         462419037         462487968         462542788         462597113         462648007         462703844         462759887         462817966         462870056         462924150   
448067405      448193714         448311852         448433599         462017575         462106154         462185380         462244385         462301201         462357203         462419045         462487976         462542796         462597139         462648015         462703851         462759895         462817974         462870064         462924168   
448067447      448193748         448312116         448433714         462017757         462106170         462185505         462244401         462301300         462357229         462419144         462488008         462542903         462597170         462648148         462703877         462757972         462817982         462870213         462924176   
448067603      448193771         448312132         448433722         462017765         462106246         462185521         462244427         462301326         462357237         462419151         462488016         462542911         462597188         462648163         462703893         462758004         462817990         462870221         462924192   
448067611      448193839         448312215         448433839         462017807         462106329         462185570         462244443         462301334         462357278         462419177         462488032         462542929         462597196         462648205         462703919         462758012         462818030         462870239         462924200   
448067645      448194126         448312280         448434357         462017856         462106584         462185653         462244641         462301342         462357351         462419201         462486028         462542937         462597311         462648221         462704057         462758061         462818188         462870247         462924283   
448067843      448194175         448312348         448434399         462017880         462106709         462185679         462244682         462301391         462357369         462419227         462486036         462542945         462597329         462648254         462704065         462758079         462818204         462870254         462924291   
448067850      448194233         448312363         448434613         462017898         462106717         462185695         462244708         462301409         462357393         462419235         462486044         462542952         462597337         462648270         462704073         462758095         462818212         462870262         462924309   
448068148      448194258         448312579         448434654         462018003         462106766         462184169         462244716         462301557         462357401         462419359         462486051         462543067         462597345         462648486         462704081         462758244         462818220         462870395         462924317   
448068155      448194308         448312587         448434688         462018011         462106816         462184201         462244724         462301581         462357419         462419417         462486077         462543075         462597352         462648502         462704107         462758251         462818246         462870437         462924325   
448068171      448194324         448312645         448434779         462018029         462106873         462184219         462244740         462301607         462357435         462419433         462486085         462543083         462597378         462648528         462704149         462758277         462818253         462870452         462924333   
448068197      448190413         448312728         448435024         462018037         462107186         462184227         462244864         462301631         462357542         462419466         462486283         462543091         462597493         462648544         462704263         462758285         462818303         462870460         462924416   
448068205      448190504         448312769         448435248         462018045         462107194         462184235         462244880         462301649         462357559         462419508         462486291         462543117         462597501         462648569         462704289         462758327         462818311         462870478         462924424   
448068221      448190553         448312835         448435255         462018060         462107236         462184250         462244906         462301656         462357567         462419524         462486333         462543133         462597535         462648593         462704313         462758350         462818329         462870502         462924432   
448068460      448190561         448313122         448435388         462018219         462107244         462184375         462244914         462301821         462357575         462419664         462486341         462543166         462597576         462648734         462704321         462758483         462818352         462870601         462924440   
448068478      448190587         448313130         448435487         462018235         462107343         462184383         462244930         462301847         462357583         462419672         462486390         462543174         462597600         462648759         462704453         462758491         462818378         462870650         462924457   
448068684      448190603         448313155         448435511         462018284         462107384         462184391         462244948         462301854         462357609         462419714         462486457         462543182         462597634         462648809         462704461         462758525         462818386         462870668         462924481   
448068692      448190843         448313189         448435933         462018367         462107715         462184425         462244955         462301896         462357690         462419763         462486622         462543208         462597758         462648817         462704578         462758582         462818626         462870676         462924564   
448068718      448190918         448313213         448435966         462018375         462107731         462184433         462244963         462301920         462357708         462419821         462486671         462543224         462597766         462648858         462704586         462758616         462818667         462870692         462924572   
448068734      448190983         448313221         448436022         462018433         462107756         462184474         462244989         462301938         462357815         462419854         462486689         462543232         462597808         462648882         462704602         462758632         462818675         462870718         462924580   
448069070      448191130         448313239         448436048         462018573         462107830         462184581         462244997         462302084         462357880         462420092         462486697         462543323         462597816         462649088         462704644         462758749         462818725         462869140         462924606   
448069088      448191155         448313247         448436089         462018599         462107905         462184599         462245002         462302092         462357914         462420118         462486713         462543331         462597840         462649096         462704651         462758772         462818758         462869165         462924614   
448069138      448191338         448313270         448436121         462018615         462107921         462184607         462245010         462302100         462357930         462420134         462486739         462543380         462597915         462649153         462704685         462758780         462818782         462869173         462924622   
448069146      448191783         448313312         448436485         462018672         462108093         462184631         462245101         462302134         462358060         462420167         462486853         462543398         462595976         462649203         462704818         462758798         462818915         462869181         462924697   
448069153      448191791         448313338         448436600         462018714         462108168         462184664         462245119         462302142         462358078         462420175         462486911         462543406         462595992         462649211         462704834         462758806         462818931         462869223         462924705   
448069260      448191825         448313395         448436618         462018748         462108218         462184672         462245127         462302159         462358110         462420183         462486945         462543414         462596008         462649245         462704842         462758848         462818949         462869231         462924713   
448069559      448191924         448313718         448436634         462019092         462108259         462184755         462245135         462300278         462358128         462420308         462486952         462543521         462596065         462649393         462704867         462758970         462818972         462869413         462924721   
448069609      448191957         448313817         448436667         462019118         462108309         462184763         462245150         462300351         462358151         462420316         462486960         462543539         462596073         462649450         462704875         462758988         462818980         462869462         462924788   
448069666      448191965         448313825         448436717         462019126         462108408         462184789         462245168         462300393         462358243         462420357         462486978         462543547         462596099         462649526         462704891         462758996         462818998         462869470         462924838   
448069716      448192369         448313890         448431866         462019159         462108986         462184797         462245242         462300401         462358425         462420373         462487091         462543554         462596289         462649534         462705005         462759036         462819186         462869488         462924861   
448069732      448192401         448313916         448431908         462019209         462109000         462184805         462245259         462300419         462358441         462420399         462487158         462543562         462596305         462649559         462705039         462759044         462819228         462869496         462924879   
448069807      448192435         448313999         448431932         462019217         462109117         462184839         462245267         462300427         462358458         462420423         462487174         462543588         462596362         462649591         462705047         462759077         462819236         462869504         462924887   

 


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448070078      448192443         448314245         448431957         462019555         462109166         462184961         462245283         462300591         462358474         462420712         462487182         462543695         462596404         462649625         462705070         462759358         462819269         462869652         462924895   
448070136      448192542         448314252         448431973         462019571         462109182         462184979         462245291         462300609         462358490         462420720         462487190         462543711         462596412         462649641         462705088         462759366         462819277         462869660         462924937   
448070177      448192559         448314286         448431999         462019613         462109331         462185026         462245309         462300633         462358516         462420746         462487240         462543737         462596438         462649666         462705104         462759390         462819293         462869678         462924945   
448070219      448192781         448314310         448432393         462019621         462109695         462185042         462245390         462300641         462358532         462420761         462487448         462543752         462596594         462649682         462705286         462759424         462819541         462869694         462925074   
448070243      448192880         448314419         448432435         462019647         462109711         462185059         462245408         462300690         462358664         462420779         462487455         462543760         462596602         462649690         462705294         462759432         462819558         462869702         462925132   
448070334      448192914         448314427         448432500         462019688         462109745         462185067         462245424         462300757         462358680         462420795         462487471         462543794         462596628         462649716         462705310         462759457         462819616         462869744         462925173   
448070607      448192930         448314716         448432518         462019720         462109760         462185166         462245432         462300922         462358698         462421025         462487489         462543869         462596693         462649856         462705336         462759655         462819624         462869892         462925181   
448070698      448193086         448314757         448432534         462019787         462109778         462185182         462245465         462300971         462358706         462421066         462487497         462543877         462596719         462649864         462705351         462759663         462819665         462869926         462925199   
448070730      448193235         448314906         448432567         462019811         462109828         462185190         462245473         462301003         462358714         462421074         462487612         462543885         462596743         462649872         462705377         462759739         462819673         462869942         462925207   
448070748      448193474         448314963         448433193         462019829         462110081         462185208         462245580         462301052         462358839         462421108         462487745         462543893         462596933         462649971         462703711         462759754         462819889         462869967         462925330   
448070789      448193482         448314971         448433201         462019837         462110099         462185257         462245598         462301094         462358847         462421124         462487752         462543901         462596941         462650011         462703737         462759762         462819905         462869975         462925348   
448070805      448193508         448315085         448433367         462019845         462110123         462185281         462245606         462301102         462358854         462421132         462487786         462543919         462597048         462650029         462703752         462759788         462819913         462869983         462925363   
448071175      448193599         448315523         448433409         462020132         462110180         462185414         462245655         462301219         462358862         462419052         462487802         462544065         462597063         462650193         462703786         462759911         462819947         462870072         462925371   
448071183      448193656         448315556         448433433         462020207         462110206         462185430         462245663         462301227         462358888         462419060         462487810         462544073         462597071         462650219         462703802         462759937         462819996         462870080         462925389   
448071258      448193672         448315572         448433458         462020280         462110354         462185455         462245671         462301235         462358896         462419086         462487919         462544081         462597097         462650227         462703810         462759945         462820036         462870122         462925397   
448071381      448193847         448315580         448433854         462020306         462106352         462185463         462245754         462301250         462359027         462419102         462488065         462544107         462597220         462650235         462703927         462759952         462820242         462870130         462925553   
448071423      448193953         448315630         448433862         462020397         462106386         462185471         462245770         462301268         462359035         462419110         462488099         462544115         462597238         462650243         462703935         462759960         462820309         462870148         462925561   
448071456      448193979         448315671         448433946         462020439         462106410         462185497         462245796         462301276         462359043         462419136         462488107         462544123         462597253         462650334         462703984         462759978         462820317         462870163         462925579   
448067892      448193987         448316000         448434100         462020538         462106436         462185703         462245804         462301417         462359050         462419243         462488123         462544198         462597287         462650417         462703992         462759986         462820325         462870270         462925587   
448067934      448194019         448316067         448434167         462020595         462106519         462185737         462245838         462301425         462359076         462419250         462488149         462544206         462597295         462650425         462704024         462760018         462820333         462870296         462925595   
448067942      448194027         448316133         448434241         462020645         462106576         462185752         462245846         462301433         462359134         462419284         462488164         462544214         462597303         462650433         462704040         462760091         462820358         462870338         462925603   
448068031      448194340         448316216         448434829         462020660         462106923         462185760         462245978         462301474         462359365         462419292         462488222         462544222         462597394         462650441         462704156         462760125         462820473         462870346         462925694   
448068098      448194357         448316307         448434845         462020678         462106972         462185778         462245994         462301490         462359415         462419300         462488263         462544230         462597402         462650458         462704172         462760208         462820481         462870353         462925702   
448068122      448194472         448316331         448434852         462020736         462106980         462185786         462246026         462301508         462359449         462419342         462488297         462544255         462597410         462650466         462704180         462760232         462820499         462870387         462925736   
448068239      448194571         448316612         448434860         462020942         462107038         462185794         462246034         462301672         462359498         462419540         462488321         462544339         462597436         462650631         462704230         462760463         462820580         462870536         462925744   
448068353      448194605         448316745         448434878         462020975         462107103         462185828         462246042         462301698         462359571         462419557         462488370         462544347         462597477         462650649         462704248         462760471         462820598         462870544         462925751   
448068361      448194639         448316760         448434936         462021007         462107111         462185851         462246059         462301706         462359589         462419581         462488396         462544362         462597485         462650698         462704255         462760489         462820614         462870551         462925793   
448068403      448194647         448316794         448435669         462021056         462107426         462185885         462246133         462301730         462359738         462419615         462488529         462544370         462597667         462650706         462704479         462760497         462818444         462870569         462925892   
448068437      448194779         448316869         448435701         462021064         462107434         462185893         462246141         462301755         462359746         462419649         462488552         462544388         462597683         462650789         462704487         462760505         462818451         462870585         462925900   
448068452      448194811         448316968         448435719         462021080         462107566         462185901         462246158         462301805         462359811         462419656         462488578         462544396         462597709         462650847         462704495         462760547         462818469         462870593         462925918   
448068817      448194829         448317222         448435776         462021221         462107582         462185992         462246174         462301946         462359845         462419870         462488586         462543257         462597717         462651019         462704503         462760661         462818550         462870726         462925926   
448068882      448194860         448317248         448435800         462021304         462107608         462186016         462246182         462302001         462359886         462419946         462488602         462543265         462597725         462651027         462704511         462760687         462818600         462870734         462925934   
448068932      448194886         448317255         448435875         462021395         462107624         462186024         462246190         462302019         462359894         462419953         462488610         462543273         462597733         462651050         462704545         462760745         462818618         462870742         462925942   
448068965      448195131         448317289         448436238         462021411         462107947         462186040         462245028         462302027         462360041         462420019         462488750         462543299         462597931         462651068         462704701         462760778         462818808         462870759         462926098   
448069005      448195255         448317313         448436279         462021429         462107970         462186057         462245044         462302035         462360074         462420043         462488859         462543307         462597956         462651084         462704719         462760810         462818824         462870767         462926114   
448069047      448195289         448317370         448436352         462021437         462107988         462186073         462245069         462302076         462360082         462420068         462488867         462543315         462598087         462651092         462704735         462760828         462818840         462870775         462926163   
448069310      448195305         448313478         448436386         462021734         462108044         462186149         462245077         462302167         462360116         462420191         462488883         462543455         462598095         462651225         462704750         462761016         462818857         462870809         462926171   
448069393      448195313         448313494         448436394         462021742         462108069         462186164         462245085         462302175         462360173         462420217         462488933         462543463         462598103         462651233         462704776         462761024         462818865         462870825         462926189   
448069419      448195321         448313510         448436436         462021767         462108077         462186172         462245093         462302183         462360181         462420241         462488966         462543471         462598129         462651282         462704792         462761040         462818873         462870833         462926205   
448069427      448195636         448313577         448436840         462021783         462108515         462186180         462245176         462302209         462360314         462420258         462489097         462543489         462598137         462651332         462704909         462761065         462819020         462870858         462926296   
448069443      448195677         448313601         448436881         462021833         462108648         462186198         462245184         462302258         462360355         462420282         462489105         462543505         462598160         462651373         462704933         462761081         462819046         462870866         462926312   
448069542      448195719         448313635         448436964         462021841         462108713         462186222         462245200         462302266         462360397         462420290         462489113         462543513         462598178         462651399         462704958         462761099         462819079         462870882         462926320   
448069823      448195750         448314039         448437012         462021981         462108929         462186388         462245218         462302282         462360405         462420506         462489139         462543596         462598186         462651548         462704974         462761271         462819129         462870981         462926346   
448069856      448195776         448314096         448437053         462021999         462108952         462186396         462245226         462302316         462360413         462420514         462489147         462543604         462598194         462651589         462704982         462761297         462819137         462870999         462926353   
448069864      448195826         448314146         448437079         462022005         462108960         462186420         462245234         462302324         462360439         462420571         462489170         462543612         462598202         462651639         462704990         462761305         462819145         462871005         462926361   
448069930      448196402         448314161         448437194         462022021         462109356         462186438         462245317         462302332         462360595         462420621         462489352         462543620         462598368         462651662         462705120         462761313         462819319         462871013         462924952   
448069955      448196444         448314187         448437335         462022039         462109398         462186479         462245333         462302365         462360603         462420647         462489394         462543638         462598400         462651688         462705153         462761321         462819327         462871021         462924960   
448070045      448196485         448314229         448437343         462022054         462109406         462186487         462245341         462302373         462360611         462420662         462489436         462543646         462598418         462651696         462705161         462761362         462819376         462871047         462924978   
448070359      448196501         448314435         448437384         462022286         462109588         462186628         462245358         462302464         462360629         462420803         462489451         462543802         462598426         462649724         462705211         462761461         462819384         462871153         462925017   
448070391      448196527         448314468         448437392         462022302         462109596         462186651         462245366         462302472         462360652         462420837         462489469         462543810         462598442         462649732         462705245         462761487         462819392         462871179         462925041   
448070433      448196584         448314476         448437400         462022328         462109687         462186685         462245382         462302480         462360660         462420852         462489485         462543828         462598475         462649799         462705278         462761537         462819491         462871203         462925058   
448070458      448196998         448314542         448437897         462022385         462109893         462186701         462245481         462302514         462358722         462420894         462489709         462543836         462598657         462649807         462705385         462761552         462819749         462871229         462925223   
448070474      448197038         448314567         448437905         462022419         462109919         462186719         462245515         462302530         462358730         462420910         462489733         462543844         462598673         462649815         462705401         462761578         462819756         462871237         462925256   
448070508      448197046         448314708         448437939         462022492         462109968         462186743         462245531         462302548         462358755         462420951         462489741         462543851         462598707         462649823         462705468         462761594         462819780         462871278         462925264   
448070821      448197053         448315127         448437947         462019886         462109976         462186917         462245549         462302746         462358797         462421140         462489758         462543927         462598715         462650037         462705476         462761776         462819806         462871450         462925272   
448070995      448197095         448315176         448437954         462019894         462110008         462186925         462245556         462302795         462358805         462421207         462489774         462543935         462598731         462650052         462705484         462761784         462819855         462871468         462925298   
448071019      448197194         448315234         448437996         462019944         462110032         462186941         462245572         462302811         462358813         462421215         462489782         462543968         462598772         462650078         462705492         462761792         462819863         462871484         462925306   
448071050      448197434         448315242         448438275         462019969         462110446         462186958         462245689         462302837         462358920         462421223         462490160         462543992         462598996         462650110         462705526         462761859         462820044         462871492         462925421   
448071068      448197459         448315275         448438283         462019977         462110529         462186966         462245697         462302845         462358953         462421264         462490178         462544016         462599010         462650169         462705534         462761867         462820069         462871518         462925439   
448071092      448197541         448315408         448438333         462020041         462110552         462186974         462245705         462302852         462358961         462421280         462490186         462544057         462599069         462650185         462705575         462761883         462820119         462871542         462925462   
448071571      448197582         448315705         448438408         462020454         462110594         462187204         462245713         462302993         462358995         462421355         462490202         462544131         462599077         462650342         462705583         462762097         462820176         462871674         462925470   
448071589      448197624         448315754         448438440         462020462         462110610         462187212         462245721         462303017         462359001         462421371         462490210         462544149         462599101         462650359         462705609         462762121         462820192         462871690         462925496   
448071639      448197657         448315804         448438499         462020470         462110628         462187238         462245747         462303025         462359019         462421405         462490251         462544156         462599135         462650367         462705617         462762139         462820226         462871716         462925504   

 


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448071647      448198218         448315820         448438754         462020488         462110743         462187329         462245887         462303033         462359217         462421421         462490426         462544164         462599424         462650383         462705716         462762147         462820374         462871724         462925611   
448071662      448198226         448315945         448438796         462020504         462110792         462187378         462245903         462303041         462359233         462421454         462490459         462544172         462599432         462650391         462705724         462762162         462820382         462871732         462925637   
448071696      448198234         448315994         448438820         462020520         462110800         462187436         462245911         462303066         462359274         462421462         462490467         462544180         462599440         462650409         462705740         462762253         462820424         462871781         462925652   
448071761      448198259         448316422         448438838         462020769         462110834         462187568         462245937         462303173         462359282         462421629         462490517         462544263         462599515         462650474         462705765         462760240         462820440         462871930         462925660   
448071787      448198366         448316489         448438960         462020785         462110917         462187576         462245945         462303181         462359308         462421637         462490558         462544271         462599531         462650508         462705773         462760257         462820457         462871948         462925678   
448071910      448198374         448316521         448439174         462020819         462110966         462187584         462245960         462303207         462359340         462421652         462490574         462544289         462599564         462650524         462705781         462760265         462820465         462871963         462925686   
448071944      448198598         448316547         448439687         462020843         462111162         462187626         462246075         462303256         462359597         462421702         462488412         462544297         462599705         462650532         462705906         462760372         462820622         462871971         462925801   
448071977      448198713         448316570         448439703         462020900         462111246         462187634         462246083         462303264         462359621         462421710         462488420         462544305         462599721         462650581         462705914         462760414         462820630         462871989         462925827   
448071993      448198762         448316604         448439729         462020926         462111279         462187675         462246091         462303306         462359639         462421769         462488446         462544321         462599739         462650599         462705922         462760430         462820648         462872037         462925843   
448072256      448198770         448316984         448439737         462021098         462111337         462185919         462246109         462303447         462359688         462421850         462488461         462544404         462599754         462650862         462705930         462760554         462820739         462872177         462925850   
448072280      448198861         448317081         448439745         462021122         462111345         462185935         462246117         462303454         462359696         462421884         462488487         462544412         462599762         462650870         462705948         462760596         462820747         462872185         462925876   
448072363      448198911         448317107         448439869         462021155         462111386         462185943         462246125         462303470         462359720         462421983         462488495         462544420         462599770         462650888         462705955         462760604         462820762         462872193         462925884   
448072439      448194894         448317180         448440255         462021171         462111543         462185950         462246208         462303496         462359902         462422007         462488644         462544438         462599929         462650904         462706110         462760612         462820770         462872201         462925967   
448072470      448194910         448317206         448440362         462021197         462111550         462185968         462246216         462303512         462359910         462422031         462488669         462544446         462599937         462650920         462706128         462760638         462820796         462872219         462926023   
448072645      448195016         448317214         448440396         462021213         462111592         462185976         462246224         462303546         462359936         462422056         462488677         462544487         462599945         462650938         462706144         462760646         462820820         462872276         462926031   
448072934      448195024         448317487         448440438         462021478         462111600         462186081         462246299         462303686         462359951         462422288         462488685         462544529         462599978         462651126         462706151         462760844         462820838         462872409         462926049   
448072975      448195065         448317511         448440495         462021486         462111659         462186099         462246356         462303694         462359977         462422312         462488693         462544545         462600008         462651134         462706177         462760851         462820846         462872425         462926064   
448072991      448195123         448317545         448440578         462021619         462111675         462186107         462246380         462303710         462360025         462422379         462488743         462544560         462600016         462651159         462706201         462760919         462820861         462872466         462926072   
448073007      448195354         448317628         448440909         462021627         462112020         462186115         462246422         462303728         462360199         462422411         462488974         462544578         462600115         462651175         462706276         462760950         462820986         462872474         462926213   
448073049      448195438         448317719         448440941         462021650         462112038         462186123         462246448         462303736         462360207         462422437         462489006         462544586         462600123         462651191         462706284         462760984         462820994         462872482         462926221   
448073098      448195461         448317735         448441113         462021726         462112079         462186131         462246455         462303744         462360223         462422445         462489014         462544602         462600164         462651217         462706300         462760992         462821000         462872516         462926239   
448073502      448195479         448317818         448441188         462021858         462112087         462186230         462246463         462303876         462360272         462422668         462489022         462544776         462600172         462651423         462706318         462761123         462821026         462870890         462926247   
448073643      448195511         448317925         448441279         462021882         462112111         462186248         462246471         462303884         462360280         462422684         462489055         462544784         462600263         462651456         462706334         462761149         462821034         462870908         462926254   
448073775      448195545         448317933         448441303         462021890         462112137         462186255         462246489         462303892         462360298         462422718         462489063         462544800         462600289         462651464         462706342         462761164         462821059         462870916         462926288   
448073916      448195842         448317941         448441824         462021908         462112251         462186263         462246596         462303918         462360454         462422759         462489196         462544883         462598277         462651498         462706466         462761172         462821208         462870932         462926403   
448073924      448195933         448317974         448441832         462021916         462112350         462186354         462246604         462303926         462360538         462422767         462489204         462544909         462598285         462651506         462706482         462761180         462821224         462870965         462926429   
448074112      448195990         448318014         448441907         462021940         462112426         462186370         462246612         462303942         462360553         462422775         462489220         462544925         462598301         462651522         462706490         462761214         462821257         462870973         462926445   
448074716      448196220         448318337         448441972         462022062         462112442         462186529         462246620         462302381         462360561         462423062         462489279         462545088         462598327         462651704         462706508         462761370         462821273         462871062         462926460   
448074906      448196303         448318352         448442038         462022161         462112491         462186552         462246638         462302407         462360579         462423096         462489287         462545096         462598335         462651761         462706516         462761388         462821299         462871088         462926478   
448074914      448196360         448318402         448442178         462022203         462112533         462186560         462246695         462302423         462360587         462423104         462489329         462545104         462598343         462651787         462706524         462761396         462821307         462871096         462926486   
448074963      448196683         448318410         448437665         462022211         462112855         462186578         462246869         462302431         462360678         462423138         462489519         462545146         462598491         462651795         462706698         462761438         462821463         462871104         462926494   
448074971      448196717         448318576         448437673         462022237         462112863         462186594         462246877         462302449         462360710         462423195         462489527         462545153         462598574         462651886         462706706         462761446         462821497         462871112         462926502   
448075002      448196733         448318626         448437772         462022260         462112889         462186602         462246893         462302456         462360744         462423211         462489535         462545179         462598582         462651910         462706714         462761453         462821539         462871146         462926510   
448075317      448196782         448318816         448437798         462022542         462112897         462186750         462246927         462302563         462360843         462423484         462489568         462545484         462598624         462651944         462706755         462761677         462821547         462871294         462926528   
448075390      448196915         448318899         448437855         462022559         462112913         462186800         462246943         462302597         462360876         462423500         462489600         462545500         462598632         462651969         462706763         462761685         462821596         462871302         462926536   
448075432      448196972         448319012         448437871         462022567         462112939         462186826         462246968         462302688         462360884         462423518         462489626         462545559         462598640         462651977         462706771         462761719         462821612         462871351         462926544   
448075457      448197319         448319038         448438028         462022575         462113317         462186875         462247164         462302704         462360967         462423526         462489931         462545567         462598798         462652009         462706946         462761727         462821836         462871369         462926650   
448075556      448197335         448319053         448438069         462022625         462113325         462186883         462247198         462302712         462360975         462423534         462489964         462545609         462598848         462652058         462706953         462761750         462821885         462871401         462926668   
448075606      448197368         448319087         448438101         462022633         462113358         462186891         462247206         462302720         462361007         462423591         462490038         462545666         462598855         462652066         462706987         462761768         462821919         462871443         462926676   
448075986      448197376         448319574         448438127         462022658         462113374         462186990         462247214         462302902         462361015         462423815         462490046         462545906         462598871         462652272         462707019         462761891         462821935         462871559         462926692   
448076091      448197392         448319624         448438135         462022708         462113416         462187048         462247255         462302936         462361023         462423914         462490053         462545955         462598947         462652280         462707043         462761925         462821943         462871583         462926718   
448076166      448197418         448319640         448438234         462022773         462113440         462187089         462247263         462302944         462361031         462423930         462490061         462545971         462598954         462652298         462707050         462761941         462821968         462871591         462926726   
448076224      448197681         448319673         448438556         462022856         462113705         462187097         462247487         462302951         462361189         462423989         462490285         462545997         462599168         462652306         462705625         462761966         462822073         462871609         462926809   
448076273      448197731         448319871         448438606         462022872         462113788         462187105         462247503         462302977         462361205         462423997         462490293         462546003         462599242         462652355         462705633         462761974         462822123         462871625         462926817   
448076299      448197764         448319970         448438622         462022914         462113804         462187139         462247545         462302985         462361221         462424037         462490327         462546029         462599259         462652405         462705658         462762006         462822149         462871666         462926825   
448076471      448197814         448320374         448438671         462023102         462113838         462187444         462247578         462303082         462361239         462421470         462490343         462546177         462599366         462652579         462705674         462762279         462822156         462871823         462926874   
448076497      448197822         448320465         448438689         462023110         462113929         462187477         462247602         462303090         462361254         462421496         462490368         462546185         462599382         462652587         462705690         462762295         462822198         462871849         462926890   
448076513      448198200         448320473         448438721         462023128         462113937         462187485         462247610         462303116         462361262         462421520         462490376         462546193         462599390         462652637         462705708         462762303         462822214         462871864         462926916   
448076547      448198382         448320606         448439307         462023144         462110974         462187493         462247776         462303124         462361361         462421538         462490590         462546219         462599580         462652645         462705807         462762311         462822396         462871880         462927047   
448076570      448198416         448320705         448439539         462023177         462110990         462187501         462247784         462303140         462361395         462421553         462490608         462546243         462599598         462652652         462705815         462762329         462822453         462871906         462927054   
448076596      448198457         448320721         448439554         462023185         462111030         462187543         462247792         462303157         462361429         462421595         462490616         462546250         462599614         462652660         462705856         462762337         462822461         462871922         462927062   
448072017      448198549         448320978         448439570         462023466         462111055         462187691         462247826         462303314         462361437         462421777         462490632         462546391         462599622         462652926         462705864         462762352         462822479         462872045         462927070   
448072033      448198556         448321018         448439588         462023490         462111097         462187709         462247834         462303348         462361445         462421801         462490665         462546409         462599655         462653007         462705872         462762360         462822503         462872060         462927096   
448072090      448198564         448321026         448439646         462023516         462111154         462187733         462247867         462303355         462361460         462421819         462490673         462546425         462599689         462653056         462705880         462762428         462822529         462872078         462927112   
448072157      448198978         448321174         448439901         462023532         462111402         462187741         462247990         462303363         462361627         462421827         462490715         462546433         462599788         462653064         462705971         462762451         462822701         462872094         462927245   
448072173      448198994         448321257         448439984         462023557         462111410         462187758         462248022         462303371         462361650         462421835         462490731         462546458         462599796         462653080         462705989         462762477         462822719         462872110         462927252   
448072249      448199018         448321273         448440024         462023607         462111444         462187790         462248097         462303413         462361684         462421843         462490772         462546466         462599812         462653106         462706029         462762493         462822727         462872144         462927260   
448072710      448199026         448321570         448440032         462023920         462111469         462187808         462248139         462303561         462361700         462422072         462490822         462546615         462599846         462653254         462706037         462762626         462822743         462872292         462927278   
448072751      448199067         448321588         448440081         462023938         462111501         462187816         462248147         462303579         462361734         462422098         462490848         462546623         462599853         462653262         462706045         462762634         462822750         462872342         462927286   
448072769      448199075         448321612         448440099         462024035         462111527         462187824         462248154         462303587         462361759         462422106         462490855         462546656         462599879         462653312         462706094         462762642         462822792         462872359         462927310   
448072819      448199083         448321620         448440636         462024043         462111774         462187857         462248329         462303603         462361874         462422155         462491036         462546672         462600024         462653320         462706219         462762659         462820903         462872367         462927427   
448072892      448199232         448321679         448440669         462024076         462111790         462187865         462248360         462303629         462361890         462422205         462491051         462546706         462600032         462653353         462706227         462762683         462820911         462872375         462927443   
448072900      448199265         448321687         448440792         462024118         462111824         462187907         462248402         462303652         462361908         462422262         462491077         462546714         462600057         462653361         462706235         462762691         462820937         462872391         462927450   

 


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448073122      448199307         448322032         448440800         462024282         462111840         462188061         462248469         462303769         462361916         462422551         462491093         462544628         462600065         462653536         462706243         462762816         462820945         462872532         462927500   
448073205      448199349         448322040         448440834         462024290         462111907         462188095         462248519         462303777         462361940         462422577         462491119         462544677         462600073         462653551         462706250         462762824         462820952         462872581         462927559   
448073213      448199372         448322073         448440875         462024316         462111998         462188103         462248600         462303793         462361965         462422601         462491127         462544701         462600099         462653593         462706268         462762865         462820978         462872607         462927575   
448073247      448199901         448322099         448441311         462024324         462112145         462188111         462246497         462303801         462362070         462422619         462491325         462544719         462600297         462653601         462706359         462762881         462821075         462872615         462927716   
448073387      448199984         448322131         448441329         462024365         462112186         462188145         462246505         462303819         462362088         462422627         462491333         462544750         462600305         462653619         462706391         462762899         462821091         462872623         462927740   
448073445      448200022         448322255         448441394         462024373         462112202         462188178         462246513         462303827         462362096         462422650         462491341         462544768         462600396         462653650         462706425         462762915         462821133         462872631         462927757   
448074179      448200071         448318097         448441469         462024530         462112210         462188509         462246521         462303959         462362104         462422817         462491374         462544958         462600404         462653775         462706433         462763129         462821141         462872656         462927765   
448074211      448200121         448318105         448441634         462024571         462112228         462188574         462246554         462304015         462362195         462422833         462491390         462544966         462600412         462653783         462706441         462763137         462821166         462872672         462927773   
448074336      448200147         448318204         448441675         462024621         462112236         462188608         462246562         462304023         462362229         462422882         462491408         462544982         462600420         462653809         462706458         462763160         462821174         462872680         462927799   
448074575      448200287         448318220         448442186         462024662         462112616         462188624         462246729         462304056         462362377         462422924         462491655         462544990         462600438         462653817         462706532         462763178         462821323         462872714         462927922   
448074658      448200386         448318287         448442228         462024746         462112673         462188699         462246745         462304064         462362393         462422940         462491663         462545039         462600446         462653825         462706623         462763186         462821331         462872730         462927930   
448074674      448200410         448318295         448442376         462024811         462112764         462188707         462246760         462304080         462362443         462423039         462491671         462545062         462600453         462653833         462706649         462763269         462821349         462872748         462927948   
448075093      448200469         448318634         448442384         462025297         462112798         462189002         462246778         462304114         462362476         462423237         462491697         462545211         462600461         462653973         462706664         462763434         462821414         462872961         462927955   
448075150      448200485         448318642         448442400         462025305         462112806         462189028         462246802         462304163         462362484         462423294         462491705         462545260         462600487         462653981         462706672         462763442         462821422         462873001         462927971   
448075168      448200519         448318659         448442442         462025370         462112814         462189044         462246836         462304189         462362492         462423302         462491713         462545302         462600495         462653999         462706680         462763459         462821455         462873027         462927989   
448075267      448200857         448318691         448442459         462025453         462113069         462189069         462246984         462304197         462362583         462423328         462491994         462545344         462600586         462654062         462706789         462763467         462821620         462873043         462926551   
448075291      448200956         448318725         448442483         462025461         462113077         462189119         462247040         462304205         462362591         462423385         462492000         462545369         462600594         462654088         462706797         462763533         462821653         462873050         462926577   
448075309      448200998         448318782         448442517         462025487         462113119         462189150         462247057         462304221         462362609         462423476         462492026         462545393         462600602         462654104         462706805         462763582         462821661         462873068         462926585   
448075655      448201129         448319095         448442582         462025784         462113143         462189424         462247073         462304403         462362625         462423609         462492067         462545674         462600610         462652090         462706896         462763715         462821745         462873316         462926593   
448075788      448201160         448319103         448442673         462025792         462113242         462189515         462247099         462304437         462362633         462423674         462492117         462545682         462600628         462652108         462706912         462763723         462821760         462873332         462926601   
448075911      448201269         448319251         448442715         462025834         462113275         462189556         462247131         462304445         462362641         462423682         462492133         462545716         462600644         462652132         462706920         462763731         462821786         462873340         462926643   
448075929      448201723         448319400         451624555         462025933         462113499         462189572         462247271         462304478         462361049         462423716         462492315         462545732         462600735         462652215         462707068         462763749         462821984         462873365         462926734   
448075952      448201731         448319467         451761456         462025966         462113523         462189655         462247305         462304528         462361072         462423732         462492331         462545831         462600743         462652223         462707076         462763756         462822016         462873399         462926759   
448075960      448201764         448319558         453040222         462026048         462113531         462189689         462247339         462304627         462361114         462423740         462492406         462545880         462600750         462652231         462707084         462763764         462822024         462873407         462926767   
448076315      448201889         448319996         453463796         462022922         462113564         462189895         462247354         462304791         462361122         462424078         462492471         462546037         462600768         462652421         462707092         462763871         462822032         462873506         462926775   
448076323      448201897         448320085         453707051         462022930         462113598         462189903         462247388         462304809         462361148         462424094         462492489         462546052         462600776         462652447         462707100         462763897         462822057         462873514         462926783   
448076372      448201954         448320119         453958589         462023003         462113655         462189937         462247412         462304825         462361163         462424102         462492497         462546060         462600792         462652462         462707142         462763913         462822065         462873548         462926791   
448076380      448202176         448320150         455345892         462023037         462113960         462189952         462247669         462304841         462361270         462424144         462492604         462546102         462600875         462652488         462707183         462763921         462822255         462873571         462926924   
448076406      448202184         448320267         455597419         462023060         462114000         462189960         462247685         462304858         462361304         462424169         462492612         462546110         462600925         462652538         462707191         462763939         462822263         462873613         462926940   
448076455      448202218         448320309         455832170         462023086         462114018         462190000         462247719         462304916         462361312         462424185         462492620         462546151         462600941         462652561         462707217         462763954         462822313         462873621         462926957   
448076638      448202259         448320747         455918623         462023219         462114034         462190158         462247727         462305087         462361320         462424193         462492638         462546292         462600958         462652728         462707241         462764135         462822321         462873738         462926981   
448076679      448202382         448320762         455976183         462023318         462114059         462190166         462247735         462305111         462361338         462424243         462492646         462546318         462600966         462652751         462707258         462764143         462822354         462873753         462926999   
448076729      448202390         448320846         456037845         462023334         462114091         462190182         462247750         462305129         462361353         462424268         462492703         462546326         462600974         462652769         462707290         462764150         462822362         462873761         462927013   
448076885      448202689         448320861         456274836         462023367         462114141         462190190         462247875         462305137         462361502         462424284         462492877         462546367         462601089         462652801         462707449         462764176         462822552         462873795         462927146   
448076927      448202739         448320895         456292093         462023391         462114216         462190224         462247909         462305145         462361510         462424292         462492950         462546375         462601097         462652835         462707456         462764192         462822578         462873829         462927179   
448076935      448202754         448320911         456302892         462023425         462114273         462190232         462247925         462305160         462361544         462424300         462492968         462546383         462601105         462652850         462707472         462764200         462822602         462873845         462927187   
448076943      448202853         448321307         456360080         462023615         462114307         462190406         462247933         462305293         462361551         462424524         462492976         462546474         462601113         462653114         462707530         462762527         462822628         462874124         462927203   
448076976      448202895         448321356         456450741         462023664         462114323         462190430         462247958         462305301         462361569         462424532         462492992         462546524         462601139         462653163         462707548         462762535         462822636         462874132         462927229   
448076992      448202929         448321380         456478197         462023698         462114372         462190448         462247966         462305319         462361577         462424557         462493016         462546557         462601147         462653189         462707563         462762576         462822651         462874223         462927237   
448077008      448203323         448321455         456816669         462023706         462114778         462190455         462248170         462305327         462361783         462424599         462490913         462546573         462601212         462653197         462707787         462762584         462822826         462874264         462927328   
448077065      448203349         448321554         456818632         462023789         462114844         462190489         462248196         462305335         462361809         462424631         462490939         462546581         462601220         462653213         462707829         462762592         462822867         462874280         462927336   
448077073      448203364         448321562         456836824         462023896         462114877         462190497         462248204         462305343         462361825         462424656         462490947         462546599         462601238         462653221         462707837         462762618         462822875         462874298         462927369   
448077529      448203380         448321695         456856590         462024159         462114901         462187915         462248212         462305517         462361841         462424920         462490954         462546722         462601246         462653387         462707845         462762717         462822909         462874413         462927377   
448077560      448203414         448321711         456869973         462024175         462114943         462187931         462248246         462305541         462361858         462424946         462490996         462546730         462601261         462653395         462707894         462762733         462822925         462874439         462927385   
448077578      448203471         448321745         456874031         462024183         462115007         462187964         462248311         462305582         462361866         462424961         462491002         462546748         462601287         462653429         462707936         462762741         462822958         462874447         462927401   
448077628      448199513         448321786         456981836         462024191         462115353         462187972         462248626         462305590         462361973         462424987         462491176         462546755         462601360         462653445         462708108         462762758         462822974         462874496         462927617   
448077743      448199588         448321802         456993567         462024217         462115403         462187980         462248642         462305608         462361981         462425018         462491192         462546771         462601378         462653486         462708124         462762790         462822982         462874504         462927625   
448077842      448199604         448321844         457021160         462024241         462115445         462188046         462248667         462305616         462362005         462425075         462491242         462546805         462601386         462653528         462708132         462762808         462823006         462874512         462927666   
448078337      448199802         448322313         457034262         462024423         462115460         462188186         462248709         462305681         462362021         462425307         462491259         462546813         462601394         462653668         462708140         462762956         462823014         462874629         462927674   
448078352      448199836         448322321         457051936         462024464         462115478         462188228         462248717         462305699         462362047         462425414         462491267         462546821         462601402         462653676         462708157         462762998         462823055         462874637         462927682   
448078436      448199885         448322354         457060572         462024480         462115544         462188244         462248725         462305707         462362062         462425422         462491309         462546854         462601410         462653684         462708165         462763004         462823071         462874660         462927690   
448078477      448200154         448322412         457130250         462024498         462115825         462188418         462248766         462305723         462362260         462425430         462491465         462546870         462601493         462653692         462708348         462763012         462823170         462874678         462927807   
448078493      448200188         448322438         457132231         462024506         462115833         462188467         462248782         462305731         462362278         462425448         462491473         462546904         462601519         462653726         462708355         462763095         462823212         462874702         462927823   
448078592      448200204         448322446         457143352         462024522         462115866         462188491         462248808         462305756         462362286         462425521         462491481         462546920         462601527         462653767         462708363         462763111         462823220         462874728         462927849   
448078899      448200212         448322578         457156222         462024845         462115890         462188798         462248824         462305871         462362302         462425810         462491499         462547142         462601535         462653858         462708397         462763285         462823279         462872755         462927864   
448079020      448200246         448322636         457160299         462024894         462115932         462188830         462248832         462305897         462362351         462425901         462491523         462547167         462601550         462653866         462708413         462763335         462823287         462872771         462927880   
448079061      448200261         448322644         457164390         462024985         462115940         462188939         462248865         462305947         462362369         462425927         462491606         462547209         462601568         462653882         462708421         462763343         462823295         462872805         462927914   
448079079      448200600         448322685         457290260         462025149         462116096         462188947         462249061         462305954         462362500         462425992         462491739         462547217         462600503         462653890         462708611         462763350         462823493         462872888         462927997   
448079111      448200634         448322701         457317386         462025172         462116112         462188954         462249079         462305962         462362518         462426016         462491788         462547266         462600511         462653940         462708629         462763368         462823501         462872912         462928003   
448079129      448200709         448322719         457359321         462025255         462116120         462188970         462249087         462306051         462362526         462426131         462491812         462547274         462600529         462653957         462708637         462763418         462823568         462872938         462928045   
448079509      448200717         448323055         457417947         462025578         462116153         462189176         462249152         462304296         462362542         462426339         462491853         462547407         462600537         462654138         462708660         462763616         462823584         462873076         462928060   
448079574      448200733         448323147         457418960         462025610         462116229         462189184         462249186         462304312         462362559         462426404         462491929         462547415         462600545         462654161         462708678         462763624         462823626         462873084         462928078   
448079582      448200741         448323162         457426450         462025636         462116237         462189192         462249194         462304353         462362575         462426420         462491937         462547456         462600578         462654203         462708694         462763640         462823634         462873100         462928086   

 


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448079616      448201293         448323196         448442822         462025677         462116476         462189259         462249426         462304379         462362690         462426453         462492158         462547480         462600651         462654260         462708835         462763657         462823782         462873209         462928102   
448079723      448201376         448323303         448442848         462025719         462116518         462189309         462249434         462304387         462362708         462426495         462492174         462547498         462600677         462654278         462708892         462763673         462823790         462873225         462928128   
448080036      448201467         448323311         448442889         462025743         462116542         462189382         462249442         462304395         462362716         462426529         462492216         462547563         462600693         462654286         462708900         462763707         462823808         462873282         462928136   
448080382      448201566         448323493         448442921         462026055         462116567         462189697         462249475         462304635         462362724         462426818         462492224         462547720         462600701         462654328         462708926         462763772         462823840         462873415         462928151   
448080416      448201632         448323535         448443010         462026063         462116609         462189739         462249483         462304676         462362757         462426842         462492232         462547761         462600719         462654351         462708934         462763780         462823907         462873449         462928169   
448080440      448201673         448323543         448443077         462026071         462116633         462189754         462249491         462304700         462362799         462426875         462492281         462547779         462600727         462654377         462708959         462763798         462823923         462873456         462928185   
448080515      448201970         448323626         454113325         462026113         462117003         462189804         462249624         462304718         462362807         462426925         462492539         462547829         462600800         462654385         462709056         462763830         462824103         462873464         462928276   
448080531      448201988         448323634         454382847         462026147         462117037         462189812         462249632         462304759         462362831         462426941         462492554         462547852         462600818         462654443         462709064         462763848         462824129         462873472         462928318   
448080580      448201996         448323642         455002832         462026188         462117060         462189887         462249640         462304767         462362856         462426958         462492562         462547860         462600826         462654526         462709189         462763863         462824152         462873498         462928326   
448080754      448202051         448323956         455102608         462026196         462117094         462190018         462249657         462304932         462362864         462427212         462492570         462548082         462600834         462654708         462709197         462764002         462824160         462873639         462928334   
448080762      448202127         448324046         455276071         462026279         462117102         462190059         462249673         462304965         462362880         462427220         462492588         462548090         462600842         462654716         462709205         462764028         462824228         462873647         462928342   
448080796      448202135         448324061         455309062         462026287         462117110         462190083         462249715         462304973         462362971         462427238         462492596         462548116         462600859         462654732         462709270         462764036         462824236         462873654         462928359   
448080853      448202416         448324079         456110279         462026303         462117474         462190109         462249897         462304981         462363086         462427253         462492729         462548124         462600982         462654765         462707316         462764044         462824574         462873696         462928433   
448080879      448202424         448324178         456185545         462026345         462117482         462190117         462249954         462305020         462363102         462427261         462492737         462548165         462600990         462654773         462707324         462764077         462824608         462873712         462928466   
448080887      448202465         448324186         456201961         462026394         462117508         462190141         462249970         462305053         462363110         462427295         462492778         462548173         462601006         462654799         462707332         462764119         462824616         462873720         462928474   
448081240      448202507         448324400         456210046         462026634         462117516         462190240         462249996         462305228         462363128         462424375         462492810         462548371         462601022         462654963         462707357         462764218         462824640         462873852         462928516   
448081273      448202614         448324459         456243146         462026642         462117557         462190257         462250036         462305236         462363136         462424425         462492828         462548389         462601048         462654971         462707415         462764226         462824657         462873860         462928524   
448081281      448202630         448324574         456273796         462026675         462117565         462190265         462250051         462305244         462363151         462424433         462492836         462548454         462601071         462654989         462707423         462764234         462824681         462873951         462928532   
448081471      448202978         448324582         456526367         462026725         462114406         462190273         462250507         462305269         462363334         462424441         462493024         462548470         462601154         462655010         462707597         462764259         462824905         462874009         462928649   
448081513      448203018         448324657         456541598         462026741         462114463         462190323         462250523         462305277         462363375         462424466         462493073         462548512         462601162         462655036         462707654         462764275         462824939         462874041         462928656   
448081521      448203059         448324673         456551282         462026758         462114539         462190364         462250531         462305285         462363383         462424490         462493180         462548538         462601170         462655044         462707704         462764283         462824954         462874108         462928664   
448077156      448203075         448325399         456759406         462026980         462114547         462190505         462250598         462305384         462363409         462424698         462493214         462548686         462601188         462655275         462707720         462764291         462824962         462874306         462928672   
448077172      448203133         448325407         456763671         462027012         462114695         462190513         462250705         462305400         462363417         462424748         462493222         462548694         462601196         462655283         462707753         462764325         462824988         462874322         462928680   
448077206      448203224         448325431         456781467         462027038         462114737         462190547         462250747         462305418         462363425         462424763         462493248         462548710         462601204         462655291         462707761         462764333         462825043         462874348         462928714   
448077362      448203539         448325522         456877885         462027095         462115015         462190554         462250952         462305426         462363573         462424821         462493263         462548728         462601295         462655309         462707944         462764341         462825175         462874371         462928839   
448077487      448203596         448325571         456879154         462027111         462115023         462190570         462250960         462305467         462363607         462424862         462493297         462548751         462601303         462655317         462707977         462764358         462825225         462874389         462928847   
448077495      448203760         448325605         456890540         462027129         462115064         462190638         462251000         462305483         462363615         462424888         462493321         462548769         462601329         462655325         462707993         462764366         462825233         462874397         462928888   
448077941      448203935         448325894         456892546         462027277         462115247         462190646         462251026         462305624         462363623         462425091         462493347         462548983         462601337         462655473         462708025         462764457         462825241         462874546         462928912   
448078063      448203950         448325910         456966340         462027285         462115296         462190687         462251083         462305632         462363649         462425117         462493354         462548991         462601345         462655507         462708066         462764465         462825258         462874553         462928920   
448078154      448204081         448325944         456977131         462027301         462115312         462190760         462251091         462305640         462363664         462425141         462493362         462549023         462601352         462655531         462708090         462764473         462825274         462874561         462928938   
448078196      448204123         448325977         457068278         462027335         462115601         462190778         462251265         462305657         462363854         462425174         462493495         462549031         462601428         462655556         462708223         462764481         462823089         462874579         462929068   
448078295      448204131         448326009         457089324         462027384         462115650         462190786         462251281         462305665         462363862         462425224         462493529         462549049         462601436         462655572         462708256         462764499         462823121         462874587         462929076   
448078303      448204149         448326090         457111771         462027418         462115684         462190802         462251307         462305673         462363870         462425240         462493560         462549056         462601451         462655580         462708264         462764507         462823139         462874603         462929084   
448078618      448204180         448326371         457113975         462027657         462115700         462190984         462251315         462305780         462363888         462425612         462493586         462546946         462601469         462655812         462708298         462764614         462823147         462874736         462929092   
448078634      448204198         448326538         457126274         462027715         462115726         462190992         462251323         462305806         462363896         462425703         462493594         462547001         462601477         462655820         462708314         462764622         462823154         462874744         462929118   
448078642      448204230         448326603         457127132         462027756         462115817         462191008         462251331         462305814         462363912         462425737         462493636         462547027         462601485         462655861         462708330         462764630         462823162         462874785         462929126   
448078725      448204479         448326637         457190247         462027798         462115957         462191149         462248873         462305830         462364050         462425778         462493818         462547076         462601576         462655903         462708439         462764655         462823352         462874801         462929233   
448078733      448204487         448326660         457196335         462027848         462115973         462191156         462248899         462305855         462364118         462425786         462493842         462547118         462601584         462655911         462708512         462764663         462823386         462874827         462929258   
448078840      448204511         448326686         457223444         462027889         462115981         462191172         462248915         462305863         462364159         462425794         462493859         462547126         462601592         462655937         462708538         462764671         462823394         462874843         462929316   
448079137      448204529         448322792         457226819         462028234         462116021         462191362         462248923         462306093         462364167         462426180         462493875         462547290         462601600         462656042         462708546         462764788         462823410         462874884         462929324   
448079202      448204586         448322859         457229482         462028283         462116054         462191396         462248931         462306135         462364183         462426206         462493883         462547316         462601618         462656059         462708553         462764796         462823444         462874892         462929332   
448079228      448204602         448322917         457249613         462028309         462116070         462191412         462248980         462306143         462364191         462426214         462493917         462547324         462601626         462656067         462708595         462764804         462823485         462874900         462929340   
448079269      448204867         448322925         457463230         462028341         462116278         462191479         462249244         462306150         462364449         462426255         462494048         462547332         462601634         462656083         462708710         462764820         462823642         462874967         462929456   
448079392      448204982         448322941         457464816         462028358         462116302         462191495         462249293         462306168         462364589         462426289         462494089         462547340         462601642         462656091         462708736         462764838         462823659         462874983         462929464   
448079434      448205070         448323014         457493922         462028366         462116310         462191503         462249319         462306184         462364639         462426313         462494097         462547357         462601667         462656133         462708751         462764846         462823691         462875014         462929506   
448080101      448205096         448323378         457500338         462028556         462116344         462191685         462249350         462306200         462364662         462426545         462494147         462547571         462601675         462656265         462708769         462764960         462823717         462875162         462929514   
448080119      448205195         448323386         457513133         462028606         462116369         462191701         462249368         462306218         462364712         462426552         462494162         462547605         462601683         462656273         462708777         462764978         462823725         462875188         462929548   
448080150      448205203         448323428         457518454         462028614         462116450         462191735         462249376         462306259         462364738         462426586         462494170         462547621         462601691         462656281         462708793         462764986         462823758         462875196         462929589   
448080291      448205609         448323436         457525657         462028648         462116658         462191768         462249525         462306267         462364936         462426743         462494295         462547639         462601790         462656299         462708967         462764994         462823972         462875212         462928193   
448080309      448205666         448323477         457558880         462028663         462116674         462191776         462249533         462306275         462364951         462426750         462494337         462547662         462601808         462656315         462708991         462765017         462823980         462875220         462928201   
448080341      448205674         448323485         457560217         462028705         462116823         462191792         462249541         462306291         462364969         462426776         462494345         462547704         462601824         462656323         462709007         462765025         462823998         462875238         462928219   
448080648      448205682         448323675         457565943         462029067         462116864         462191941         462249566         462306408         462364977         462426982         462494352         462547902         462601832         462654567         462709015         462765199         462824012         462875345         462928227   
448080655      448205716         448323790         457571396         462029125         462116930         462191990         462249582         462306424         462364985         462427055         462494360         462547936         462601840         462654609         462709031         462765272         462824046         462875352         462928250   
448080697      448205807         448323832         457581429         462029158         462116971         462192063         462249590         462306440         462364993         462427089         462494386         462547944         462601865         462654617         462709049         462765280         462824053         462875378         462928268   
448080705      448206110         448323840         457693406         462029166         462117185         462192121         462249756         462306457         462362997         462427105         462494568         462548009         462601964         462654658         462709288         462765298         462824269         462875386         462928367   
448080713      448206185         448323899         457702355         462029190         462117284         462192147         462249764         462306473         462363003         462427147         462494600         462548017         462601972         462654666         462709312         462765306         462824418         462875394         462928375   
448080747      448206193         448323915         457711620         462029208         462117292         462192170         462249822         462306499         462363011         462427196         462494618         462548025         462601980         462654690         462709320         462765314         462824442         462875402         462928383   
448080911      448206250         448324210         457714947         462026444         462117342         462192410         462249855         462306614         462363052         462427337         462494626         462548181         462601998         462654815         462709338         462765454         462824459         462875592         462928409   
448080994      448206284         448324277         457724383         462026477         462117367         462192477         462249863         462306622         462363060         462427352         462494642         462548199         462602004         462654823         462709346         462765470         462824491         462875618         462928417   
448081034      448206300         448324285         457748333         462026493         462117417         462192485         462249871         462306630         462363078         462427451         462494659         462548280         462602012         462654849         462709361         462765504         462824558         462875659         462928425   
448081109      448206516         448324293         457854362         462026501         462117573         462192535         462250135         462306648         462363185         462427485         462494857         462548306         462602277         462654898         462709379         462765520         462824749         462875675         462928540   
448081117      448206623         448324350         457889152         462026527         462117599         462192550         462250218         462306655         462363201         462427501         462494881         462548314         462602285         462654930         462709387         462765538         462824798         462875691         462928557   
448081208      448206649         448324368         457949808         462026584         462117623         462192568         462250226         462306697         462363219         462427527         462494907         462548355         462602301         462654955         462709403         462765561         462824822         462875758         462928581   

 


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448081562      448206748         448324707         457959567         462026766         462117714         462192758         462250242         462306861         462363284         462427584         462494915         462548546         462602327         462655051         462709411         462765678         462824848         462875964         462928599   
448081570      448206755         448324715         457964419         462026774         462117763         462192790         462250424         462306879         462363292         462427634         462494949         462548553         462602335         462655101         462709437         462765702         462824863         462875998         462928607   
448081638      448206763         448324723         457968048         462026832         462117821         462192808         462250465         462306887         462363318         462427642         462494956         462548561         462602384         462655150         462709478         462765710         462824871         462876004         462928615   
448081653      448207050         448324749         458035888         462026923         462117839         462192816         462250770         462306903         462363441         462427667         462495169         462548587         462602558         462655226         462709650         462765744         462825050         462876012         462928730   
448081695      448207100         448325035         458045911         462026931         462117870         462192857         462250846         462306911         462363466         462427741         462495177         462548637         462602566         462655234         462709734         462765769         462825076         462876038         462928763   
448081802      448207126         448325092         458059227         462026956         462117888         462192873         462250853         462306929         462363474         462427766         462495193         462548660         462602582         462655259         462709759         462765777         462825134         462876053         462928789   
448081844      448207191         448325639         458067626         462027137         462117896         462193137         462250887         462307117         462363482         462427980         462495201         462548801         462602608         462655341         462709767         462764374         462825142         462876178         462928797   
448081919      448207308         448325704         458087210         462027145         462117946         462193145         462250903         462307125         462363490         462428061         462495219         462548827         462602624         462655358         462709775         462764382         462825159         462876228         462928805   
448081968      448207324         448325761         458103280         462027178         462117979         462193152         462250937         462307141         462363524         462428079         462495235         462548876         462602657         462655390         462709825         462764390         462825167         462876236         462928821   
448082016      448207589         448325779         458257524         462027186         462118167         462193194         462251158         462307158         462363672         462428095         462493388         462548884         462602822         462655408         462710062         462764408         462825282         462876251         462928953   
448082164      448207647         448325795         458279155         462027228         462118175         462193277         462251174         462307174         462363680         462428129         462493396         462548926         462602897         462655457         462710070         462764424         462825290         462876277         462928961   
448082230      448207753         448325886         458284833         462027244         462118225         462193285         462251182         462307182         462363706         462428137         462493420         462548967         462602921         462655465         462710088         462764432         462825308         462876285         462928987   
448082867      448207761         448326132         458287745         462027434         462118241         462190828         462251208         462307349         462363748         462428426         462493446         462549072         462602939         462655630         462710120         462764515         462825316         462876434         462929001   
448082883      448207779         448326165         458301314         462027475         462118274         462190877         462251224         462307356         462363797         462428442         462493461         462549080         462602962         462655648         462710138         462764523         462825332         462876475         462929019   
448082958      448207852         448326264         458318268         462027491         462118308         462190885         462251240         462307372         462363821         462428459         462493487         462549148         462602970         462655689         462710153         462764549         462825340         462876483         462929043   
448082990      448204248         448326306         458405420         462027608         462118571         462190901         462251349         462307398         462363987         462428475         462493651         462549155         462603143         462655713         462710294         462764564         462825357         462876509         462929134   
448083063      448204263         448326314         458449931         462027616         462118621         462190950         462251356         462307414         462363995         462428517         462493677         462549163         462603150         462655754         462710302         462764572         462825365         462876533         462929159   
448083089      448204271         448326330         458463247         462027640         462118647         462190968         462251398         462307430         462364001         462428525         462493735         462549189         462603168         462655762         462710310         462764580         462825373         462876558         462929167   
448083576      448204321         448326694         458493582         462027905         462118654         462191206         462251414         462307679         462364027         462428723         462493743         462549197         462603184         462655960         462710344         462764697         462825381         462876673         462929175   
448083584      448204370         448326751         458510914         462027913         462118662         462191263         462251448         462307687         462364035         462428780         462493776         462549247         462603192         462655978         462710377         462764705         462825415         462876699         462929183   
448083683      448204438         448326827         458520103         462027988         462118670         462191305         462251455         462307711         462364043         462428798         462493792         462549254         462603200         462655994         462710401         462764721         462825449         462876707         462929209   
448083782      448204628         448326843         458669553         462027996         462118829         462191313         462251489         462307737         462364217         462428806         462493925         462549262         462603333         462656000         462710542         462764739         462825530         462876723         462929357   
448083824      448204735         448326884         458705555         462028093         462118894         462191347         462251505         462307752         462364241         462428814         462493941         462549288         462603341         462656026         462710567         462764747         462825563         462876731         462929373   
448083832      448204768         448326918         458751880         462028226         462118928         462191354         462251539         462307760         462364266         462428848         462493958         462549296         462603374         462656034         462710575         462764762         462825639         462876749         462929381   
448084111      448204784         448327015         458764933         462028408         462118985         462191529         462251554         462307901         462364316         462429051         462493974         462549494         462603481         462656174         462710583         462764853         462825647         462875055         462929415   
448084145      448204834         448327106         458765930         462028432         462119009         462191537         462251562         462307950         462364373         462429077         462493982         462549510         462603515         462656190         462710591         462764861         462825688         462875063         462929423   
448084186      448204842         448327122         458804929         462028440         462119033         462191545         462251588         462307968         462364415         462429093         462494006         462549528         462603549         462656208         462710658         462764887         462825712         462875113         462929431   
448084194      448205252         448327130         458976214         462028465         462119207         462191586         462251745         462307976         462364746         462429176         462494212         462549536         462601717         462656216         462710963         462764903         462825837         462875121         462929605   
448084285      448205294         448327148         459014916         462028507         462119389         462191628         462251778         462308008         462364753         462429275         462494220         462549577         462601725         462656224         462710971         462764929         462825845         462875139         462929613   
448084400      448205377         448327189         459015426         462028523         462119447         462191677         462251836         462308016         462364787         462429309         462494253         462549593         462601741         462656257         462710997         462764952         462825852         462875154         462929639   
448084673      448205443         448327528         459036679         462028747         462119496         462191818         462251851         462306309         462364795         462429473         462494261         462549825         462601766         462656356         462711011         462765033         462825860         462875253         462929654   
448084707      448205492         448327643         459039061         462028788         462119611         462191834         462251877         462306317         462364860         462429481         462494279         462549833         462601774         462656372         462711029         462765058         462825886         462875261         462929662   
448084798      448205567         448327650         459041422         462028804         462119637         462191859         462251919         462306341         462364902         462429499         462494287         462549874         462601782         462656380         462711037         462765066         462825894         462875295         462929670   
448084814      448205856         448327775         457608883         462028895         462119868         462191867         462252057         462306366         462365016         462429531         462494394         462549999         462601873         462656422         462711193         462765082         462825993         462875311         462929696   
448084848      448205922         448327783         457617280         462029000         462119884         462191917         462252065         462306382         462365024         462429598         462494410         462550005         462601881         462656448         462711201         462765108         462826033         462875329         462929704   
448084855      448205971         448327825         457635001         462029042         462119900         462191925         462252073         462306390         462365040         462429606         462494477         462550054         462601907         462656489         462711219         462765157         462826058         462875337         462929738   
448085175      448206011         448328146         457641827         462029216         462119934         462192196         462252081         462306515         462365057         462429747         462494485         462550187         462601931         462656505         462711243         462765330         462826074         462875485         462929746   
448085217      448206029         448328153         457658110         462029224         462119983         462192212         462252123         462306523         462365065         462429762         462494527         462550229         462601949         462656539         462711276         462765348         462826090         462875519         462929761   
448085233      448206052         448328161         457693091         462029257         462119991         462192220         462252131         462306531         462365099         462429788         462494535         462550278         462601956         462656604         462711300         462765371         462826108         462875527         462929795   
448085241      448206342         448328179         457749000         462029265         462120239         462192253         462252289         462306549         462365149         462429796         462494667         462550302         462602095         462656620         462711466         462765405         462826280         462875535         462929969   
448085274      448206359         448328187         457768760         462029315         462120262         462192279         462252354         462306564         462365156         462429812         462494675         462550328         462602129         462656638         462711474         462765421         462826298         462875543         462930033   
448085282      448206433         448328211         457785251         462029331         462120304         462192337         462252362         462306598         462365214         462429838         462494683         462550344         462602137         462656646         462711482         462765447         462826322         462875576         462930041   
448085803      448206474         448328534         457805000         462029356         462120312         462192584         462252370         462306705         462365248         462429994         462494824         462550500         462602145         462656810         462711532         462765579         462826330         462875774         462930066   
448085860      448206482         448328575         457822534         462029364         462120437         462192592         462252396         462306721         462365370         462430026         462494832         462550559         462602244         462656836         462711557         462765587         462826355         462875782         462930074   
448085928      448206508         448328591         457837326         462029380         462120536         462192600         462252404         462306754         462365412         462430042         462494840         462550658         462602251         462656844         462711581         462765603         462826371         462875865         462930082   
448086017      448206789         448328625         457977817         462029463         462120809         462192618         462252560         462306788         462365529         462430125         462495029         462550666         462602400         462656869         462709502         462765611         462826504         462875915         462930215   
448086025      448206839         448328633         458010733         462029471         462120841         462192626         462252586         462306846         462365537         462430166         462495045         462550716         462602426         462656885         462709544         462765637         462826520         462875949         462930223   
448086124      448206870         448328690         458015195         462029497         462120890         462192733         462252610         462306853         462365545         462430281         462495060         462550740         462602459         462656893         462709551         462765660         462826546         462875956         462930280   
448086470      448206946         448329086         458017423         462029646         462120916         462192899         462252651         462306960         462365552         462427816         462495086         462550922         462602467         462657099         462709569         462765785         462826553         462876095         462930298   
448086512      448206995         448329102         458019247         462029653         462120924         462192931         462252685         462306994         462365578         462427857         462495128         462550948         462602475         462657115         462709585         462765801         462826579         462876111         462930314   
448086520      448207043         448329136         458030459         462029679         462120932         462192949         462252701         462307026         462365594         462427881         462495136         462550963         462602533         462657156         462709635         462765819         462826595         462876137         462930348   
448086561      448207332         448329177         458152816         462029703         462118019         462192980         462252933         462307034         462365685         462427915         462495292         462550971         462602665         462657164         462709858         462765835         462826785         462876145         462930462   
448086629      448207373         448329235         458157179         462029729         462118043         462193020         462253006         462307059         462365693         462427923         462495300         462551003         462602681         462657214         462709932         462765843         462826801         462876152         462930488   
448086694      448207431         448329268         458159431         462029745         462118068         462193038         462253030         462307075         462365701         462427972         462495318         462551011         462602707         462657230         462709957         462765850         462826819         462876160         462930496   
448082362      448207506         448329474         458161262         462029828         462118100         462193319         462253063         462307190         462365719         462428186         462495326         462551292         462602715         462657537         462709981         462765868         462826827         462876293         462930553   
448082479      448207530         448329516         458174018         462029836         462118118         462193335         462253113         462307224         462365727         462428236         462495334         462551300         462602756         462657636         462710021         462765876         462826835         462876319         462930561   
448082545      448207548         448329532         458194511         462029844         462118126         462193350         462253139         462307265         462365743         462428251         462495342         462551375         462602772         462657701         462710054         462765892         462826843         462876327         462930587   
448082677      448207878         448329573         458322765         462029893         462118316         462193368         462253360         462307315         462365941         462428277         462495391         462551383         462603010         462657743         462710161         462765918         462826967         462876368         462930710   
448082693      448207902         448329581         458331352         462029901         462118332         462193384         462253394         462307323         462365958         462428319         462495417         462551409         462603069         462657750         462710187         462765926         462826983         462876384         462930728   
448082750      448207936         448329599         458333465         462029935         462118357         462193400         462253444         462307331         462365990         462428392         462495425         462551425         462603077         462657792         462710229         462765942         462827015         462876400         462930751   
448083121      448207951         448329839         458349388         462030073         462118464         462193426         462253451         462307471         462366022         462428558         462495441         462551557         462603085         462658113         462710237         462766148         462827031         462876566         462930769   
448083154      448208017         448329847         458360476         462030107         462118498         462193442         462253469         462307513         462366030         462428566         462495458         462551565         462603119         462658121         462710252         462766189         462827049         462876590         462930793   
448083204      448208058         448329995         458365954         462030115         462118555         462193467         462253485         462307521         462366048         462428624         462495482         462551573         462603135         462658154         462710260         462766239         462827056         462876608         462930850   

 


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448083261      448208231         448330043         458549656         462030123         462118688         462193491         462253626         462307588         462366162         462428632         462495599         462551615         462603226         462658162         462710443         462766247         462825456         462876616         462930991   
448083311      448208264         448330050         458557030         462030131         462118704         462193525         462253634         462307596         462366220         462428665         462495623         462551706         462603234         462658188         462710450         462766254         462825464         462876640         462931015   
448083378      448208306         448330068         458592052         462030156         462118746         462193608         462253642         462307661         462366253         462428715         462495631         462551722         462603275         462658196         462710468         462766262         462825480         462876665         462931023   
448083857      448208330         448330456         458617750         462030305         462118779         462193731         462253683         462307786         462366261         462428871         462495656         462549338         462603283         462658451         462710500         462766429         462825506         462876806         462931031   
448083873      448208439         448330555         458627031         462030321         462118795         462193772         462253709         462307802         462366287         462428889         462495664         462549353         462603309         462658485         462710526         462766437         462825514         462876814         462931049   
448083964      448208546         448330589         458642485         462030339         462118803         462193814         462253725         462307810         462366295         462428913         462495672         462549387         462603325         462658501         462710534         462766445         462825522         462876848         462931064   
448083980      448208868         448330647         458902335         462030347         462119058         462193848         462251604         462307844         462366469         462428947         462495854         462549395         462603556         462658535         462710740         462766452         462825720         462876855         462931270   
448084012      448208959         448330654         458910429         462030354         462119074         462193855         462251612         462307877         462366493         462428954         462495870         462549403         462603572         462658592         462710781         462766486         462825738         462876863         462931288   
448084087      448209106         448330688         458958402         462030370         462119082         462193863         462251620         462307885         462366501         462429010         462495888         462549437         462603598         462658642         462710799         462766494         462825746         462876871         462931296   
448084418      448209114         448327270         458962594         462030495         462119090         462193970         462251646         462308024         462366550         462429325         462495912         462549635         462603606         462658881         462710922         462766684         462825787         462876913         462931320   
448084442      448209148         448327312         458967791         462030529         462119116         462193988         462251687         462308032         462366584         462429341         462495920         462549643         462603630         462658907         462710948         462766742         462825795         462876939         462931353   
448084467      448209213         448327353         458970233         462030545         462119132         462193996         462251729         462308057         462366600         462429382         462495938         462549650         462603663         462658923         462710955         462766775         462825829         462876947         462931361   
448084517      448209429         448327452         459047346         462030552         462119645         462194002         462251927         462308065         462366766         462429408         462496068         462549718         462603697         462658931         462711045         462766783         462825902         462876954         462931486   
448084566      448209437         448327460         459051934         462030560         462119652         462194010         462251943         462308081         462366790         462429416         462496076         462549767         462603705         462658956         462711052         462766791         462825910         462876962         462931510   
448084632      448209478         448327510         459065678         462030594         462119686         462194051         462251968         462308099         462366816         462429432         462496092         462549809         462603754         462659012         462711110         462766809         462825928         462876970         462931528   
448084947      448209510         448327866         459066809         462030677         462119702         462194283         462251976         462308107         462366832         462429622         462496126         462550088         462603796         462659129         462711128         462766965         462825944         462877184         462931585   
448084954      448209601         448327908         459081287         462030685         462119751         462194341         462251984         462308115         462366840         462429630         462496134         462550112         462603812         462659145         462711151         462766973         462825951         462877259         462931593   
448085027      448209635         448327965         459094934         462030693         462119769         462194366         462252016         462308164         462366865         462429663         462496159         462550138         462603838         462659152         462711185         462766981         462825969         462877291         462931601   
448085118      448209965         448327999         459106597         462030701         462120031         462194374         462252172         462308172         462367046         462429671         462496290         462550146         462604034         462659194         462711334         462767005         462826124         462877309         462929803   
448085134      448210013         448328013         459117602         462030719         462120056         462194408         462252206         462308180         462367129         462429705         462496357         462550161         462604067         462659210         462711367         462767021         462826132         462877317         462929894   
448085167      448210062         448328120         459121257         462030727         462120064         462194424         462252214         462308206         462367137         462429713         462496365         462550179         462604075         462659244         462711375         462767062         462826181         462877325         462929910   
448085423      448210096         448328237         459129730         462030818         462120122         462194689         462252230         462308313         462367178         462429846         462496373         462550351         462604125         462656653         462711391         462767252         462826207         462877440         462929936   
448085431      448210120         448328252         459130704         462030826         462120148         462194697         462252248         462308321         462367194         462429911         462496381         462550369         462604141         462656737         462711425         462767294         462826223         462877457         462929944   
448085456      448210153         448328278         459142113         462030842         462120189         462194721         462252263         462308339         462367202         462429929         462496407         462550385         462604190         462656752         462711458         462767310         462826249         462877465         462929951   
448085662      448210716         448328443         459226791         462030859         462120569         462194739         462252420         462308362         462365438         462429937         462496514         462550393         462604281         462656760         462711599         462767351         462826421         462877499         462930108   
448085670      448210724         448328492         459230306         462030867         462120585         462194762         462252438         462308388         462365446         462429978         462496522         462550435         462604315         462656778         462711623         462767369         462826439         462877507         462930157   
448085696      448210799         448328500         459237079         462030883         462120700         462194770         462252446         462308404         462365461         462429986         462496530         462550484         462604356         462656802         462711680         462767385         462826462         462877531         462930165   
448086132      448210872         448328823         459253878         462029505         462120726         462194887         462252479         462308487         462365487         462430315         462496589         462550773         462604364         462656901         462711714         462767492         462826470         462877754         462930173   
448086199      448210880         448328849         459256319         462029513         462120759         462194937         462252545         462308495         462365503         462430323         462496605         462550815         462604380         462656919         462711748         462767500         462826488         462877788         462930181   
448086215      448210914         448328971         459265377         462029554         462120791         462194945         462252552         462308529         462365511         462430356         462496621         462550856         462604471         462656976         462711755         462767526         462826496         462877796         462930199   
448086231      448211136         448329003         459353447         462029604         462120999         462194960         462252818         462308545         462365610         462430364         462496795         462550864         462604679         462657024         462711763         462767542         462826645         462877812         462930355   
448086421      448211201         448329045         459379376         462029612         462121088         462194978         462252859         462308552         462365628         462430372         462496829         462550898         462604687         462657040         462711789         462767559         462826652         462877820         462930389   
448086447      448211375         448329052         459399598         462029620         462121096         462195009         462252875         462308560         462365636         462430406         462496852         462550914         462604711         462657081         462711805         462767583         462826678         462877846         462930397   
448086728      448211391         448329300         459403861         462029752         462121112         462195124         462252883         462308669         462365644         462430463         462496860         462551029         462604737         462657313         462711847         462767765         462826702         462877986         462930421   
448086744      448211425         448329326         459419586         462029760         462121252         462195132         462252891         462308677         462365651         462430489         462496894         462551078         462604745         462657362         462711888         462767781         462826751         462878000         462930439   
448086751      448211524         448329342         459485967         462029778         462121310         462195173         462252917         462308693         462365669         462430513         462496902         462551094         462604752         462657370         462711953         462767799         462826769         462878059         462930447   
448086827      448211912         448329367         459561593         462029786         462121393         462195181         462253204         462308701         462365826         462430521         462497074         462551201         462604919         462657479         462712274         462767815         462826876         462878083         462930603   
448086967      448211946         448329391         459563144         462029794         462121401         462195207         462253212         462308719         462365875         462430562         462497090         462551268         462604927         462657487         462712282         462767914         462826892         462878091         462930629   
448086975      448211995         448329409         459572350         462029802         462121492         462195256         462253220         462308727         462365883         462430570         462497116         462551276         462604976         462657503         462712290         462767930         462826900         462878109         462930652   
448087080      448212035         448329615         459577953         462029968         462121526         462195371         462253238         462308834         462365891         462430828         462497173         462551433         462605007         462657818         462712308         462765967         462826918         462878307         462930678   
448087122      448212068         448329631         459579967         462029984         462121534         462195397         462253329         462308867         462365917         462430836         462497199         462551458         462605023         462657933         462712324         462766015         462826926         462878323         462930686   
448087130      448212159         448329722         459581252         462029992         462121583         462195405         462253352         462308875         462365925         462430844         462497215         462551466         462605056         462657990         462712357         462766049         462826934         462878349         462930702   
448087247      448212407         448329797         459598389         462030024         462121989         462195413         462253493         462308883         462366055         462430851         462495490         462551474         462605247         462658048         462712480         462766098         462827064         462878356         462930868   
448087304      448212464         448329813         459601423         462030040         462122011         462195421         462253527         462308891         462366063         462430869         462495508         462551508         462605338         462658063         462712498         462766114         462827072         462878364         462930876   
448087361      448212506         448329821         459605994         462030057         462122029         462195454         462253535         462308925         462366071         462430877         462495524         462551540         462605353         462658089         462712522         462766122         462827098         462878380         462930900   
448087627      448212514         448330134         459614756         462030172         462122045         462193624         462253550         462309030         462366089         462431040         462495532         462551748         462605361         462658246         462712530         462766270         462827114         462878521         462930918   
448087635      448212571         448330159         459615415         462030198         462122094         462193640         462253568         462309048         462366113         462431057         462495565         462551763         462605379         462658303         462712589         462766288         462827122         462878588         462930942   
448087643      448212589         448330175         459617130         462030230         462122136         462193665         462253600         462309055         462366147         462431107         462495581         462551771         462605403         462658337         462712639         462766320         462827148         462878604         462930959   
448087650      448208553         448330258         459656575         462030248         462122375         462193673         462253733         462309063         462366329         462431131         462495680         462551797         462605510         462658360         462712811         462766353         462827155         462878612         462931080   
448087700      448208595         448330399         459670725         462030263         462122458         462193699         462253766         462309071         462366352         462431172         462495698         462551813         462605528         462658378         462712852         462766379         462827163         462878638         462931114   
448087742      448208694         448330449         459681904         462030271         462122573         462193715         462253782         462309105         462366378         462431206         462495722         462551821         462605551         462658428         462712860         462766411         462827171         462878646         462931130   
448087973      448208710         448330738         459845517         462030388         462122607         462193889         462253790         462309188         462366428         462431305         462495805         462551839         462605569         462658717         462712878         462766510         462827221         462878828         462931163   
448087999      448208751         448330753         459960357         462030396         462122649         462193897         462253808         462309220         462366436         462431321         462495813         462551854         462605593         462658782         462712894         462766536         462827254         462878851         462931221   
448088021      448208785         448330787         459963492         462030412         462122706         462193913         462253816         462309238         462366451         462431370         462495839         462551896         462605635         462658816         462712910         462766585         462827262         462878927         462931254   
448088070      448209239         448330803         459981353         462030438         462123167         462193921         462253832         462309253         462366659         462431412         462495953         462551953         462605858         462658857         462713116         462766601         462827395         462878935         462931379   
448088088      448209247         448330852         459983649         462030446         462123175         462193939         462253857         462309261         462366667         462431420         462495979         462551961         462605866         462658865         462713132         462766619         462827452         462878943         462931387   
448088138      448209338         448330985         459983730         462030453         462123209         462193954         462253865         462309295         462366675         462431479         462495995         462551979         462605874         462658873         462713181         462766650         462827460         462878950         462931395   
448088930      448209353         448331025         459989398         462030610         462123258         462194093         462253881         462309378         462366691         462431651         462496001         462552233         462605916         462659020         462713199         462766841         462827478         462877010         462931429   
448088948      448209379         448331041         459990552         462030628         462123282         462194119         462253899         462309386         462366709         462431685         462496043         462552241         462605924         462659038         462713207         462766858         462827486         462877044         462931460   
448089003      448209403         448331082         459990560         462030636         462123316         462194143         462253907         462309394         462366741         462431693         462496050         462552258         462605940         462659046         462713264         462766866         462827510         462877077         462931478   
448089011      448209676         448331090         460003106         462030644         462123795         462194150         462254111         462309428         462366873         462431701         462496175         462552282         462603853         462659061         462713371         462766890         462827619         462877093         462931635   
448089037      448209692         448331124         460003965         462030651         462123829         462194242         462254129         462309436         462366881         462431727         462496183         462552316         462603895         462659079         462713405         462766908         462827627         462877101         462931643   
448089045      448209742         448331165         460004575         462030669         462123894         462194275         462254137         462309469         462366949         462431735         462496225         462552324         462603903         462659103         462713421         462766940         462827635         462877119         462931692   

 


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448089359      448209759         448331447         460006356         462030735         462123969         462194432         462254160         462308214         462366972         462431826         462496258         462552506         462603994         462659293         462713447         462767070         462827650         462877341         462931718   
448089417      448209817         448331470         460006984         462030743         462124058         462194499         462254186         462308230         462367004         462431842         462496274         462552514         462604000         462659319         462713462         462767096         462827676         462877374         462931734   
448089466      448209882         448331587         460007123         462030750         462124082         462194531         462254210         462308248         462367012         462431859         462496282         462552522         462604026         462659335         462713470         462767120         462827700         462877382         462931742   
448089482      448210161         448331611         459158499         462030776         462124231         462194572         462254400         462308263         462367210         462431891         462496423         462552548         462604208         462659343         462713595         462767187         462827783         462877408         462931759   
448089581      448210385         448331660         459176616         462030784         462124348         462194630         462254426         462308271         462367236         462431909         462496431         462552605         462604224         462659392         462713603         462767195         462827791         462877416         462931783   
448089664      448210542         448331702         459181442         462030792         462124371         462194648         462254459         462308289         462367277         462431917         462496449         462552621         462604240         462659426         462713629         462767245         462827809         462877432         462931791   
448090266      448210559         448331868         459182556         462030891         462124389         462194796         462254467         462308412         462367301         462432113         462496456         462552811         462604257         462659434         462713678         462767401         462827833         462877572         462931809   
448090381      448210609         448331876         459196614         462030917         462124504         462194804         462254475         462308420         462367343         462432162         462496464         462552845         462604265         462659608         462713702         462767419         462827841         462877606         462931817   
448090399      448210708         448331934         459203048         462030925         462124512         462194820         462254509         462308438         462367368         462432170         462496480         462552878         462604273         462659616         462713728         462767435         462827866         462877614         462931833   
448090431      448210930         448332015         459282190         462030933         462124835         462194846         462254616         462308453         462367376         462432220         462496647         462552886         462604513         462659673         462714049         462767450         462827957         462877630         462931973   
448090456      448210948         448332023         459320495         462030958         462124868         462194853         462254657         462308461         462367384         462432246         462496654         462552902         462604554         462659699         462714056         462767476         462827965         462877648         462932005   
448090472      448210963         448332197         459321501         462030974         462124918         462194879         462254673         462308479         462367426         462432279         462496688         462552910         462604588         462659715         462714072         462767484         462827973         462877671         462932054   
448090696      448210989         448332544         459324737         462030982         462124934         462195017         462254681         462308578         462367434         462432493         462496712         462553017         462604612         462659871         462714098         462767633         462827981         462877879         462932062   
448090886      448210997         448332593         459332599         462030990         462125014         462195033         462254699         462308586         462367475         462432501         462496720         462553041         462604653         462659905         462714163         462767641         462827999         462877895         462932070   
448090894      448211078         448332643         459340287         462031006         462125055         462195041         462254715         462308610         462367491         462432527         462496779         462553058         462604661         462659913         462714189         462767674         462828005         462877903         462932088   
448090977      448211532         448332809         459538740         462031014         462125410         462195082         462254814         462308628         462367814         462432535         462496936         462553066         462604778         462659921         462712068         462767690         462828096         462877929         462932203   
448091066      448211565         448332841         459549788         462031022         462125493         462195090         462254830         462308636         462367848         462432550         462496977         462553082         462604810         462659947         462712092         462767716         462828104         462877960         462932211   
448091124      448211573         448332874         459550380         462031030         462125535         462195108         462254848         462308651         462367863         462432667         462496985         462553108         462604844         462659962         462712118         462767724         462828112         462877978         462932229   
448091405      448211763         448333245         459553467         462031121         462125584         462195264         462254863         462308735         462367889         462430596         462496993         462553298         462604869         462660234         462712159         462767963         462828138         462878158         462932245   
448091454      448211805         448333252         459558177         462031147         462125600         462195272         462254889         462308750         462367897         462430646         462497041         462553322         462604893         462660259         462712183         462768011         462828153         462878166         462932252   
448091488      448211870         448333294         459560512         462031154         462125634         462195280         462254996         462308776         462367954         462430653         462497066         462553330         462604901         462660267         462712241         462768060         462828179         462878190         462932278   
448091603      448212183         448333302         459582425         462031170         462121625         462195322         462255332         462308784         462368200         462430737         462497223         462553348         462605072         462660317         462712365         462768078         462828294         462878208         462932369   
448091660      448212217         448333500         459582433         462031188         462121641         462195330         462255357         462308792         462368218         462430745         462497249         462553355         462605106         462660325         462712373         462768094         462828302         462878265         462932377   
448091769      448212233         448333559         459583878         462031196         462121658         462195355         462255365         462308800         462368358         462430810         462497264         462553389         462605122         462660382         462712407         462768110         462828328         462878273         462932385   
448087478      448212308         448333773         459585295         462031519         462121765         462195462         462255399         462308933         462368366         462430885         462497272         462553611         462605148         462660648         462712423         462768136         462828344         462878414         462932443   
448087494      448212332         448333823         459592150         462031527         462121823         462195520         462255423         462308958         462368390         462430919         462497298         462553637         462605189         462660655         462712449         462768151         462828369         462878422         462932468   
448087502      448212357         448333872         459596326         462031535         462121948         462195538         462255456         462308974         462368432         462430950         462497322         462553645         462605205         462660671         462712472         462768185         462828377         462878448         462932476   
448087536      448212613         448333898         459618500         462031550         462122177         462195546         462255654         462308990         462368648         462430984         462497371         462553652         462605411         462660721         462712647         462768201         462828476         462878463         462932625   
448087551      448212621         448333955         459627329         462031592         462122243         462195587         462255662         462309006         462368663         462431016         462497405         462553660         462605437         462660739         462712654         462768219         462828484         462878489         462932633   
448087569      448212662         448334011         459634390         462031626         462122284         462195595         462255688         462309022         462368671         462431032         462497454         462553678         462605445         462660747         462712688         462768268         462828492         462878497         462932666   
448087809      448212696         448334250         459637302         462032004         462122300         462195603         462255696         462309121         462368713         462431222         462497496         462553777         462605452         462660937         462712746         462768391         462828526         462878661         462932674   
448087817      448212704         448334268         459639332         462032020         462122359         462195652         462255738         462309139         462368762         462431230         462497512         462553793         462605486         462660986         462712761         462768409         462828534         462878679         462932682   
448087841      448212712         448334292         459648416         462032046         462122367         462195678         462255753         462309147         462368788         462431248         462497520         462553819         462605494         462660994         462712803         462768417         462828542         462878687         462932708   
448087858      448212738         448334300         459965406         462032061         462122896         462195686         462255886         462309154         462369208         462431271         462497645         462553827         462605668         462661018         462712936         462768425         462827304         462878752         462932880   
448087866      448212829         448334334         459965505         462032095         462122912         462195710         462255902         462309162         462369216         462431289         462497678         462553843         462605718         462661059         462712951         462768433         462827312         462878778         462932906   
448087890      448212837         448334359         459971693         462032103         462123043         462195736         462255910         462309170         462369224         462431297         462497769         462553868         462605726         462661067         462713066         462768474         462827320         462878786         462932914   
448088211      448212928         448334748         459974523         462032350         462123050         462195892         462256066         462309303         462369232         462431495         462497801         462551987         462605759         462661224         462713082         462768623         462827338         462878968         462932963   
448088443      448212944         448334839         459977088         462032376         462123100         462195918         462256082         462309311         462369265         462431552         462497827         462552027         462605775         462661273         462713090         462768631         462827346         462878976         462933003   
448088625      448212985         448334870         459978474         462032426         462123126         462195926         462256116         462309329         462369273         462431560         462497843         462552068         462605833         462661281         462713108         462768649         462827361         462878984         462933029   
448088641      448213355         448334953         459998068         462032509         462123423         462195934         462253915         462309337         462369406         462431586         462498114         462552084         462605973         462661299         462713280         462768656         462827528         462879040         462933169   
448088708      448213397         448335018         459998282         462032517         462123498         462195942         462253964         462309352         462369455         462431628         462498122         462552092         462605981         462661323         462713298         462768672         462827536         462879057         462933185   
448088856      448213421         448335034         459998795         462032533         462123597         462195967         462254004         462309360         462369489         462431636         462498130         462552183         462606013         462661331         462713314         462768680         462827551         462879149         462933227   
448089060      448213454         448331215         459998969         462032806         462123662         462196155         462254012         462309477         462369505         462431743         462498155         462552365         462606021         462661455         462713330         462768805         462827569         462879164         462933292   
448089102      448213504         448331223         460000771         462032814         462123720         462196163         462254061         462309485         462369547         462431750         462498171         462552415         462606047         462661463         462713348         462768813         462827593         462879172         462933300   
448089276      448213512         448331256         460001449         462032822         462123779         462196239         462254103         462309493         462369554         462431768         462498221         462552423         462606054         462661489         462713363         462768821         462827601         462879198         462933318   
448089300      448213702         448331264         460008105         462032897         462124090         462196254         462254236         462309501         462369695         462431776         462498387         462552431         462606062         462661521         462713520         462768839         462827718         462879206         462933433   
448089318      448213728         448331272         460010044         462032921         462124108         462196270         462254244         462309535         462369703         462431792         462498403         462552456         462606088         462661554         462713538         462768854         462827726         462879214         462933441   
448089334      448213769         448331389         460010531         462032939         462124124         462196296         462254269         462309543         462369729         462431818         462498429         462552498         462606104         462661570         462713546         462768862         462827734         462879230         462933458   
448089672      448213777         448331710         460013691         462033176         462124132         462196403         462254319         462309550         462369737         462431933         462498437         462552654         462606112         462661711         462713553         462769001         462827742         462879404         462933466   
448089706      448213801         448331744         460019847         462033192         462124140         462196437         462254350         462309568         462369752         462431982         462498445         462552662         462606146         462661752         462713561         462769027         462827759         462879420         462933474   
448089763      448213850         448331769         460025059         462033200         462124173         462196452         462254376         462309592         462369802         462432006         462498478         462552704         462606179         462661828         462713579         462769035         462827775         462879438         462933516   
448090043      448214189         448331819         460027600         462033226         462124538         462196460         462254517         462309600         462369992         462432022         462498593         462552712         462606328         462661844         462713769         462769068         462827874         462879453         462931858   
448090126      448214312         448331835         460031560         462033317         462124546         462196478         462254525         462309618         462370008         462432048         462498601         462552738         462606336         462661901         462713827         462769084         462827882         462879461         462931866   
448090142      448214338         448331850         460035181         462033333         462124561         462196528         462254533         462309626         462370032         462432105         462498619         462552795         462606344         462661927         462713843         462769092         462827890         462879495         462931874   
448090548      448214346         448332312         460035637         462033598         462124660         462196635         462254566         462309709         462370123         462432287         462498627         462552928         462606351         462659731         462713942         462769217         462827924         462879636         462931882   
448090555      448214411         448332346         460036791         462033614         462124710         462196643         462254574         462309717         462370149         462432303         462498635         462552936         462606393         462659756         462713991         462769233         462827932         462879644         462931924   
448090571      448214577         448332379         460037435         462033689         462124819         462196650         462254582         462309725         462370164         462432345         462498643         462552944         462606401         462659764         462714015         462769308         462827940         462879651         462931940   
448090605      448214841         448332387         460045123         462033705         462125071         462196668         462254723         462309733         462367574         462432378         462498783         462552969         462606500         462659772         462714213         462769332         462828013         462879669         462932104   
448090613      448214858         448332486         460047160         462033721         462125089         462196684         462254764         462309741         462367673         462432469         462498809         462552977         462606518         462659855         462714221         462769357         462828021         462879685         462932146   
448090621      448214940         448332536         460049224         462033747         462125121         462196700         462254772         462309758         462367699         462432485         462498841         462552985         462606534         462659863         462714270         462769381         462828047         462879701         462932153   
448091207      448215004         448332916         460049539         462031055         462125238         462196882         462254780         462309840         462367749         462432675         462498858         462553116         462606542         462659988         462714288         462769530         462828062         462879909         462932161   
448091215      448215053         448332973         460050404         462031063         462125360         462196890         462254798         462309857         462367756         462432717         462498916         462553157         462606567         462660044         462714312         462769548         462828070         462879941         462932187   
448091223      448215095         448333054         460050651         462031071         462125378         462196957         462254806         462309865         462367772         462432733         462498924         462553215         462606575         462660069         462714338         462769555         462828088         462879982         462932195   

 


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448091256      448215426         448333070         460067002         462031097         462125659         462196973         462255092         462309873         462367962         462432782         462499203         462553249         462606765         462660135         462714353         462769589         462828195         462879990         462932286   
448091306      448215434         448333088         460069602         462031105         462125675         462196981         462255142         462309907         462367988         462432790         462499237         462553264         462606799         462660184         462714387         462769613         462828203         462880006         462932294   
448091371      448215491         448333096         460069669         462031113         462125691         462196999         462255225         462309923         462368002         462432899         462499278         462553272         462606815         462660200         462714395         462769639         462828211         462880055         462932302   
448091777      448215517         448333567         460073331         462031279         462125709         462197161         462255241         462310038         462368051         462432907         462499294         462553413         462606823         462660408         462714411         462769738         462828245         462880188         462932310   
448091793      448215541         448333609         460074032         462031287         462125857         462197179         462255308         462310046         462368069         462432915         462499302         462553462         462606831         462660432         462714429         462769753         462828252         462880204         462932336   
448091819      448215699         448333633         460076433         462031428         462125873         462197195         462255324         462310053         462368176         462432931         462499310         462553504         462606856         462660440         462714445         462769779         462828260         462880220         462932351   
448091827      448215970         448333682         460088271         462031469         462125881         462197245         462255464         462310061         462368457         462433038         462499476         462553512         462607011         462660481         462714700         462769837         462828385         462880238         462932500   
448091850      448216002         448333716         460089097         462031477         462125899         462197377         462255506         462310079         462368481         462433129         462499484         462553520         462607045         462660523         462714718         462769860         462828393         462880261         462932526   
448091884      448216127         448333724         460089394         462031501         462125915         462197393         462255555         462310087         462368564         462433145         462499518         462553561         462607060         462660630         462714734         462769894         462828401         462880279         462932567   
448091900      448216135         448334045         460089410         462031709         462125998         462197575         462255571         462310285         462368606         462433376         462499526         462553694         462607078         462660804         462714759         462768276         462828435         462880444         462932575   
448092015      448216150         448334078         460090442         462031758         462126053         462197591         462255605         462310301         462368622         462433442         462499583         462553702         462607094         462660846         462714767         462768300         462828450         462880451         462932591   
448092148      448216168         448334110         460090624         462031865         462126095         462197625         462255613         462310319         462368630         462433509         462499591         462553728         462607110         462660861         462714775         462768318         462828468         462880485         462932609   
448092221      448216424         448334136         460100647         462031873         462126368         462197641         462255761         462310327         462368903         462433517         462497538         462553736         462607276         462660879         462714908         462768334         462828567         462880493         462932740   
448092262      448216457         448334193         460100787         462031923         462126376         462197674         462255787         462310335         462368994         462433574         462497553         462553744         462607342         462660903         462714916         462768342         462828575         462880527         462932773   
448092296      448216465         448334227         460104128         462031931         462126392         462197708         462255795         462310368         462369075         462433608         462497595         462553769         462607359         462660929         462714940         462768375         462828583         462880535         462932799   
448092429      448216622         448334383         460104557         462032111         462126400         462195777         462255852         462310525         462369091         462433749         462497603         462553900         462607367         462661075         462714957         462768490         462828591         462880634         462932807   
448092445      448216655         448334441         460104581         462032145         462126525         462195785         462255860         462310574         462369174         462433756         462497629         462553918         462607375         462661133         462714981         462768516         462828625         462880659         462932864   
448092528      448216739         448334466         460107071         462032210         462126665         462195819         462255878         462310582         462369182         462433780         462497637         462553967         462607409         462661158         462714999         462768532         462828633         462880675         462932872   
448092551      448212993         448334474         460119910         462032251         462126814         462195827         462256132         462310590         462369281         462433855         462497850         462554007         462607532         462661166         462715178         462768557         462828641         462880733         462933037   
448092569      448213025         448334490         460120264         462032301         462126855         462195835         462256157         462310608         462369299         462433863         462497942         462554015         462607540         462661182         462715244         462768599         462828658         462880741         462933045   
448092692      448213074         448334524         460123854         462032327         462126897         462195868         462256199         462310616         462369315         462433897         462497983         462554031         462607565         462661208         462715293         462768607         462828674         462880758         462933052   
448092932      448213231         448335091         460124555         462032558         462126913         462195991         462256207         462310798         462369349         462434135         462497991         462554049         462607599         462661356         462715343         462768698         462828682         462880998         462933128   
448093104      448213272         448335117         460124795         462032574         462126921         462196031         462256249         462310806         462369356         462434168         462498064         462554072         462607607         462661364         462715384         462768706         462828708         462881012         462933136   
448093120      448213348         448335208         460124977         462032608         462126954         462196049         462256264         462310814         462369380         462434184         462498072         462554080         462607615         462661380         462715400         462768722         462828716         462881020         462933144   
448093187      448213595         448335240         460133937         462032616         462127267         462196080         462256272         462310830         462369570         462434200         462498239         462554098         462607771         462661406         462715566         462768748         462828807         462881038         462933326   
448093237      448213629         448335307         460138118         462032657         462127291         462196098         462256280         462310871         462369604         462434226         462498270         462554106         462607797         462661414         462715574         462768771         462828815         462881061         462933334   
448093252      448213645         448335364         460139850         462032707         462127317         462196148         462256314         462310913         462369620         462434242         462498288         462554114         462607813         462661422         462715616         462768797         462828823         462881087         462933342   
448093534      448213652         448335372         460141278         462033077         462127325         462196320         462256371         462311150         462369638         462434457         462498304         462554247         462607821         462661596         462715624         462768888         462828831         462879248         462933359   
448093617      448213686         448335380         460141732         462033085         462127333         462196338         462256413         462311168         462369653         462434481         462498346         462554254         462607854         462661646         462715632         462768896         462828849         462879255         462933367   
448093724      448213694         448335463         460142615         462033093         462127341         462196346         462256447         462311184         462369679         462434531         462498361         462554262         462607888         462661653         462715640         462768912         462828856         462879271         462933391   
448093740      448213918         448335489         460149958         462033127         462127556         462196353         462256637         462311192         462369844         462434556         462498528         462554288         462606187         462661661         462715756         462768961         462828948         462879362         462933524   
448093823      448213934         448335729         460153091         462033135         462127580         462196379         462256645         462311218         462369893         462434564         462498536         462554296         462606203         462661679         462715772         462768987         462828955         462879370         462933532   
448093872      448214023         448335778         460153406         462033150         462127598         462196387         462256686         462311259         462369901         462434606         462498544         462554312         462606245         462661687         462715780         462768995         462828963         462879388         462933540   
448094136      448214031         448336180         460154164         462033408         462127606         462196544         462256694         462309634         462369919         462434812         462498551         462554478         462606286         462661935         462715806         462769100         462828971         462879511         462933557   
448094169      448214064         448336230         460154594         462033416         462127622         462196569         462256710         462309642         462369950         462434846         462498569         462554486         462606294         462661950         462715814         462769126         462828989         462879529         462933573   
448094193      448214072         448336347         460154743         462033424         462127648         462196593         462256728         462309667         462369976         462434879         462498585         462554494         462606310         462661976         462715830         462769134         462828997         462879537         462933581   
448094268      448214585         448336396         460038201         462033440         462127762         462196601         462256884         462309675         462370198         462434911         462498684         462554502         462606427         462661984         462716028         462769142         462829094         462879586         462933599   
448094284      448214643         448336479         460038441         462033473         462127804         462196619         462256900         462309683         462370206         462434937         462498718         462554510         462606435         462662008         462716036         462769167         462829102         462879594         462933607   
448094326      448214692         448336503         460040827         462033507         462127812         462196627         462256967         462309691         462370230         462434952         462498726         462554528         462606450         462662016         462716044         462769183         462829110         462879602         462933649   
448094656      448214700         448336727         460041437         462033788         462127820         462196726         462256983         462309766         462370255         462435405         462498734         462554668         462606468         462662024         462716069         462769415         462829136         462879743         462933656   
448094664      448214783         448336800         460042484         462033887         462127838         462196759         462257031         462309782         462370289         462435421         462498742         462554676         462606476         462662032         462716085         462769472         462829169         462879800         462933672   
448094672      448214809         448336867         460045008         462033911         462127853         462196767         462257106         462309790         462370305         462435538         462498767         462554684         462606484         462662065         462716093         462769480         462829177         462879818         462933698   
448094722      448215111         448337006         460054638         462033937         462127960         462196775         462257288         462309808         462370321         462435553         462498932         462554718         462606609         462662073         462716218         462769498         462829292         462879859         462933821   
448094763      448215210         448337089         460055031         462033986         462128000         462196817         462257296         462309816         462370347         462435595         462499054         462554726         462606633         462662081         462716275         462769506         462829342         462879875         462933839   
448094813      448215228         448337121         460060007         462034000         462128026         462196825         462257304         462309824         462370362         462435678         462499088         462554734         462606641         462662115         462716341         462769514         462829359         462879883         462933847   
448095075      448215293         448337469         460061138         462034059         462128034         462197005         462257338         462309931         462370370         462435959         462499120         462554890         462606658         462662297         462716366         462769654         462829367         462880063         462933854   
448095083      448215376         448337550         460062854         462034075         462128059         462197013         462257379         462309956         462370453         462436031         462499146         462554908         462606690         462662305         462716408         462769670         462829375         462880071         462933888   
448095109      448215384         448337642         460064694         462034117         462128109         462197021         462257387         462309998         462370479         462436049         462499187         462554916         462606732         462662313         462716432         462769696         462829383         462880105         462933896   
448095174      448215731         448337675         460080435         462034141         462128307         462197104         462257510         462310004         462370602         462436080         462499344         462554932         462606864         462662339         462714452         462769704         462829490         462880121         462933995   
448095240      448215772         448337683         460082837         462034158         462128323         462197138         462257569         462310012         462370610         462436114         462499369         462554940         462606922         462662347         462714536         462769712         462829565         462880147         462934019   
448095265      448215822         448337717         460084031         462034166         462128331         462197153         462257593         462310020         462370685         462436148         462499401         462554957         462606948         462662354         462714551         462769720         462829581         462880162         462934035   
448095653      448215897         448337907         460084072         462034380         462128349         462197427         462257684         462310137         462370701         462433152         462499419         462555046         462606955         462662461         462714569         462769969         462829599         462880287         462934050   
448095661      448215921         448337923         460084726         462034398         462128380         462197468         462257700         462310152         462370719         462433194         462499435         462555053         462606963         462662479         462714601         462769985         462829615         462880295         462934084   
448095729      448215947         448337972         460086192         462034422         462128414         462197492         462257734         462310178         462370735         462433244         462499450         462555079         462606989         462662495         462714619         462770025         462829631         462880360         462934092   
448095745      448216192         448338020         460090913         462034430         462126111         462197518         462257916         462310194         462370867         462433277         462499609         462555087         462607136         462662503         462714783         462770058         462829722         462880386         462934167   
448095752      448216226         448338046         460095854         462034455         462126152         462197526         462257957         462310210         462370883         462433301         462499617         462555095         462607144         462662529         462714809         462770066         462829763         462880402         462934183   
448095836      448216275         448338061         460096001         462034505         462126186         462197534         462257973         462310236         462370891         462433343         462499625         462555103         462607151         462662545         462714833         462770090         462829771         462880436         462934209   
448092312      448216325         448338558         460096274         462034802         462126244         462197724         462257981         462310376         462370925         462433624         462499658         462555269         462607185         462662644         462714841         462770108         462829805         462880550         462934233   
448092320      448216390         448338632         460097892         462034810         462126301         462197740         462258013         462310392         462370933         462433632         462499666         462555277         462607227         462662677         462714858         462770116         462829839         462880568         462934241   
448092353      448216408         448338657         460098312         462034844         462126335         462197757         462258039         462310426         462370966         462433640         462499674         462555293         462607243         462662701         462714882         462770132         462829862         462880576         462934274   
448092361      448216754         448338665         460108731         462034851         462126673         462197799         462258161         462310459         462371147         462433665         462499690         462555301         462607433         462662719         462715038         462770165         462830019         462880600         462934365   
448092395      448216804         448338681         460109788         462034877         462126715         462197815         462258179         462310475         462371170         462433699         462499708         462555319         462607458         462662727         462715046         462770181         462830043         462880618         462934373   
448092403      448216846         448338707         460111693         462034885         462126749         462197823         462258203         462310517         462371188         462433731         462499716         462555327         462607474         462662735         462715079         462770207         462830050         462880626         462934381   

 


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448092759      448217018         448338939         460113780         462035130         462126764         462197898         462258237         462310640         462371204         462433947         462499724         462555483         462607482         462662933         462715137         462770306         462830100         462880766         462934399   
448092775      448217067         448338970         460115801         462035155         462126772         462197914         462258245         462310657         462371220         462433962         462499732         462555509         462607490         462662941         462715145         462770322         462830118         462880832         462934407   
448092783      448217075         448339028         460117989         462035189         462126798         462198037         462258260         462310681         462371238         462434028         462499740         462555533         462607516         462662958         462715160         462770413         462830134         462880857         462934415   
448092833      448217091         448339044         460125057         462035213         462126988         462198045         462258393         462310731         462371352         462434077         462499906         462555541         462607649         462662966         462715426         462770447         462828724         462880865         462934571   
448092866      448217117         448339051         460127822         462035221         462126996         462198078         462258435         462310764         462371360         462434119         462499922         462555574         462607664         462662982         462715442         462770496         462828740         462880964         462934589   
448092908      448217125         448339093         460127939         462035239         462127010         462198094         462258443         462310780         462371386         462434127         462499963         462555582         462607698         462662990         462715459         462770512         462828757         462880980         462934597   
448093294      448217166         448339481         460130479         462035619         462127093         462198284         462258450         462311028         462371436         462434275         462500018         462554171         462607722         462663139         462715509         462770702         462828773         462881111         462934613   
448093302      448217208         448339507         460131873         462035627         462127119         462198292         462258468         462311036         462371451         462434325         462500026         462554189         462607730         462663147         462715541         462770744         462828781         462881152         462934621   
448093310      448217240         448339523         460132178         462035668         462127135         462198300         462258518         462311051         462371477         462434333         462500059         462554205         462607748         462663162         462715558         462770777         462828799         462881160         462934639   
448093419      448217521         448339630         460143159         462035684         462127358         462198318         462256496         462311085         462371592         462434358         462500299         462554213         462607904         462663188         462715673         462770793         462828864         462881178         462934761   
448093427      448217539         448339655         460146350         462035692         462127465         462198359         462256520         462311093         462371600         462434374         462500323         462554221         462607912         462663196         462715681         462770819         462828872         462881194         462934779   
448093476      448217570         448339663         460147952         462035700         462127473         462198367         462256553         462311143         462371626         462434432         462500331         462554239         462607920         462663212         462715707         462770835         462828880         462881202         462934795   
448093906      448217588         448335927         460148117         462035866         462127481         462198680         462256603         462311267         462371642         462434622         462500356         462554320         462607946         462663287         462715715         462771031         462828914         462881210         462934811   
448093922      448217661         448335935         460148653         462035908         462127531         462198714         462256611         462311283         462371659         462434655         462500372         462554346         462607953         462663295         462715731         462771072         462828922         462881244         462934829   
448093989      448217711         448336016         460148992         462035999         462127549         462198722         462256629         462311317         462371675         462434705         462500489         462554361         462607979         462663303         462715749         462771080         462828930         462881251         462934837   
448094011      448218149         448336065         460156540         462036054         462127655         462198805         462256744         462311333         462371816         462434721         462500612         462554379         462608019         462663311         462715848         462771114         462829003         462881269         462935016   
448094045      448218156         448336081         460157415         462036070         462127689         462198839         462256769         462311358         462371824         462434739         462500638         462554387         462608035         462663329         462715871         462771163         462829037         462881285         462935024   
448094102      448218172         448336115         460158306         462036088         462127705         462198847         462256801         462311366         462371840         462434747         462500646         462554429         462608043         462663337         462715897         462771197         462829045         462881301         462935032   
448094375      448218230         448336545         460160047         462036468         462127713         462198979         462256819         462311408         462371857         462435066         462500661         462554536         462608050         462663436         462715939         462771320         462829052         462881434         462935040   
448094441      448218263         448336586         460160161         462036476         462127721         462199019         462256827         462311440         462371865         462435108         462500679         462554569         462608084         462663444         462715962         462771338         462829060         462881467         462935065   
448094540      448218347         448336628         460168750         462036500         462127754         462199084         462256843         462311457         462371873         462435140         462500687         462554585         462608092         462663469         462716010         462771346         462829086         462881491         462935081   
448094573      448218735         448336644         460170327         462036567         462127879         462199092         462257163         462311507         462371972         462435157         462500786         462554619         462608217         462663477         462716101         462771361         462829185         462881509         462933714   
448094581      448218875         448336685         460170871         462036658         462127895         462199100         462257171         462311549         462371998         462435207         462500794         462554635         462608241         462663584         462716127         462771379         462829193         462881574         462933722   
448094649      448218917         448336719         460174006         462036690         462127929         462199175         462257197         462311572         462372004         462435371         462500810         462554643         462608258         462663592         462716143         462771387         462829201         462881616         462933755   
448094847      448218933         448337196         460174139         462036849         462127937         462199308         462257221         462311721         462372020         462435702         462500836         462554742         462608290         462662180         462716150         462771494         462829219         462881731         462933763   
448094888      448218966         448337204         460175631         462036880         462127945         462199316         462257239         462311754         462372061         462435710         462500844         462554767         462608308         462662206         462716168         462771528         462829235         462881749         462933771   
448094946      448218982         448337220         460176944         462036930         462127952         462199399         462257247         462311762         462372079         462435769         462500869         462554775         462608316         462662214         462716176         462771551         462829243         462881772         462933805   
448094961      448219253         448337261         460184344         462036963         462128117         462199423         462257395         462311788         462370487         462435900         462500984         462554817         462608472         462662222         462716440         462771569         462829391         462881780         462933904   
448095018      448219295         448337394         460186091         462036989         462128125         462199431         462257429         462311812         462370495         462435918         462500992         462554833         462608498         462662248         462716465         462771577         462829409         462881814         462933912   
448095026      448219303         448337451         460187354         462037029         462128232         462199449         462257437         462311820         462370529         462435934         462501024         462554882         462608548         462662271         462716481         462771585         462829425         462881822         462933920   
448095307      448219329         448337733         460188808         462034281         462128240         462199647         462257460         462311986         462370537         462436155         462501032         462554965         462608555         462662370         462716556         462771742         462829433         462881996         462933953   
448095323      448219345         448337758         460188816         462034299         462128257         462199670         462257478         462312018         462370545         462436171         462501057         462554973         462608563         462662388         462716564         462771783         462829466         462882002         462933961   
448095356      448219352         448337782         460190507         462034315         462128273         462199696         462257502         462312026         462370578         462436213         462501073         462554981         462608571         462662396         462716614         462771791         462829474         462882036         462933987   
448095380      448220046         448337816         460196983         462034331         462128448         462199712         462257809         462312109         462370743         462436239         462501180         462555004         462608654         462662404         462716648         462771817         462829649         462882069         462934100   
448095430      448220061         448337832         460197676         462034349         462128497         462199720         462257833         462312125         462370750         462436247         462501198         462555012         462608670         462662438         462716671         462771858         462829664         462882077         462934118   
448095539      448220087         448337873         460197940         462034372         462128505         462199753         462257841         462312141         462370776         462436288         462501206         462555038         462608704         462662453         462716689         462771866         462829672         462882085         462934126   
448095844      448220178         448338079         460200439         462034513         462128547         462199944         462257874         462312232         462370784         462436304         462501222         462555129         462608720         462662552         462716697         462772013         462829680         462882234         462934134   
448095869      448220194         448338244         460200603         462034562         462128554         462199985         462257882         462312240         462370826         462436312         462501248         462555137         462608738         462662560         462716705         462772021         462829706         462882259         462934142   
448095893      448220251         448338368         460201411         462034588         462128612         462199993         462257890         462312265         462370842         462436403         462501255         462555160         462608746         462662586         462716739         462772054         462829714         462882291         462934159   
448095919      448220582         448338376         460210511         462034679         462128638         462200007         462258047         462312299         462370982         462436411         462501321         462555186         462608936         462662594         462716937         462772070         462829904         462882309         462934282   
448096008      448220632         448338434         460210925         462034695         462128646         462200064         462258070         462312315         462371006         462436429         462501347         462555210         462608951         462662628         462716945         462772088         462829920         462882325         462934290   
448096081      448220764         448338459         460213614         462034745         462128687         462200106         462258088         462312323         462371014         462436460         462501354         462555251         462608969         462662636         462716952         462772096         462829938         462882341         462934308   
448096107      448220798         448338731         460214109         462034927         462128729         462200270         462258096         462312554         462371055         462436627         462501370         462555335         462608977         462662768         462716960         462770215         462829946         462882531         462934316   
448096156      448220806         448338772         460216344         462034968         462128802         462200304         462258112         462312562         462371113         462436643         462501388         462555368         462608985         462662776         462716986         462770223         462829953         462882549         462934324   
448096230      448220848         448338780         460217151         462035015         462128869         462200320         462258138         462312596         462371121         462436650         462501438         462555376         462609017         462662784         462716994         462770231         462829979         462882580         462934332   
448096271      448221036         448338806         460232002         462035049         462129081         462200346         462258286         462312604         462371261         462436668         462499757         462555392         462609132         462662859         462717091         462770249         462830142         462882598         462934456   
448096289      448221044         448338814         460240138         462035064         462129107         462200361         462258302         462312646         462371279         462436684         462499815         462555418         462609157         462662875         462717109         462770264         462830159         462882606         462934464   
448096339      448221127         448338913         460240518         462035114         462129115         462200395         462258310         462312661         462371295         462436692         462499823         462555459         462609165         462662909         462717117         462770280         462830167         462882630         462934480   
448096586      448221135         448339176         460241839         462035296         462129123         462198110         462258328         462312919         462371303         462436999         462499831         462555608         462609173         462663022         462717190         462770520         462830175         462882762         462934514   
448096594      448221192         448339234         460245301         462035346         462129131         462198136         462258369         462312935         462371311         462437005         462499864         462555624         462609181         462663030         462717208         462770561         462830217         462882770         462934522   
448096610      448221382         448339242         460245426         462035403         462129164         462198201         462258377         462313016         462371337         462437013         462499880         462555657         462609199         462663063         462717216         462770595         462830233         462882788         462934555   
448096628      448217257         448339283         460252588         462035528         462129263         462198235         462258526         462313032         462371485         462437021         462500182         462555665         462609298         462663097         462717349         462770637         462830266         462882804         462934647   
448096651      448217331         448339317         460254105         462035585         462129289         462198250         462258591         462313040         462371519         462437039         462500190         462555673         462609322         462663105         462717364         462770645         462830316         462882838         462934662   
448096800      448217356         448339366         460254683         462035601         462129297         462198268         462258617         462313073         462371527         462437062         462500224         462555681         462609330         462663121         462717372         462770686         462830332         462882846         462934688   
448096974      448217471         448339705         460254766         462035718         462129305         462198441         462258666         462313164         462371535         462437187         462500232         462555707         462609355         462663220         462717414         462770868         462830357         462883026         462934720   
448097014      448217489         448339713         460255284         462035726         462129321         462198458         462258674         462313198         462371543         462437211         462500240         462555715         462609363         462663238         462717422         462770884         462830399         462883034         462934746   
448097030      448217505         448339770         460255573         462035759         462129339         462198532         462258682         462313230         462371568         462437229         462500257         462555756         462609389         462663246         462717430         462770892         462830415         462883075         462934753   
448097121      448217745         448339788         460272669         462035775         462129552         462198607         462258708         462313248         462371709         462437245         462500505         462555764         462609512         462663253         462717554         462770975         462830506         462883125         462934852   
448097196      448217752         448339853         460275639         462035791         462129644         462198649         462258724         462313255         462371725         462437278         462500513         462555772         462609520         462663261         462717570         462771007         462830514         462883133         462934860   
448097220      448217893         448339895         460275845         462035825         462129701         462198664         462258732         462313297         462371733         462437286         462500521         462555798         462609538         462663279         462717588         462771023         462830522         462883141         462934878   
448097550      448217919         448339911         460277379         462036146         462129727         462198870         462258740         462313412         462371741         462437476         462500539         462555913         462609546         462663352         462717604         462771205         462830530         462881335         462934886   
448097592      448218107         448340075         460279029         462036211         462129735         462198896         462258799         462313461         462371774         462437518         462500547         462555947         462609561         462663360         462717653         462771221         462830555         462881350         462934902   
448097758      448218123         448340083         460282197         462036245         462129776         462198904         462258807         462313503         462371782         462437526         462500588         462555954         462609579         462663378         462717661         462771254         462830563         462881368         462934910   

 


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448097816      448218370         448340174         460300585         462036278         462130030         462198912         462258914         462313537         462371881         462437534         462500695         462555970         462608118         462663394         462717760         462771262         462830787         462881376         462935115   
448097840      448218420         448340265         460301310         462036393         462130121         462198953         462258955         462313578         462371899         462437559         462500703         462555988         462608126         462663402         462717810         462771288         462830803         462881400         462935123   
448097881      448218495         448340299         460301609         462036435         462130147         462198961         462258963         462313586         462371907         462437583         462500737         462555996         462608159         462663410         462717828         462771304         462830811         462881426         462935131   
448098202      448218503         448340786         460302979         462036716         462130162         462199191         462259003         462311598         462371931         462437849         462500745         462556119         462608167         462663618         462717836         462771395         462830829         462881632         462935149   
448098301      448218644         448340828         460309024         462036757         462130170         462199217         462259029         462311606         462371949         462437898         462500752         462556127         462608175         462663691         462717844         462771403         462830837         462881665         462935156   
448098335      448218651         448340901         460317613         462036765         462130188         462199225         462259094         462311655         462371964         462437922         462500778         462556135         462608209         462663709         462717851         462771429         462830845         462881673         462935164   
448098418      448219055         448340927         460177942         462036781         462130444         462199258         462259201         462311671         462372087         462437955         462500885         462556143         462608332         462663717         462718040         462771445         462831116         462881699         462935172   
448098483      448219063         448340992         460182595         462036799         462130451         462199274         462259219         462311689         462372095         462437963         462500893         462556150         462608340         462663758         462718057         462771460         462831124         462881707         462935198   
448098525      448219071         448341057         460182983         462036815         462130493         462199282         462259235         462311705         462372103         462437971         462500901         462556168         462608381         462663766         462718081         462771478         462831132         462881715         462935206   
448098731      448219113         448341438         460183627         462037037         462130543         462199472         462259243         462311838         462372111         462438078         462500919         462556259         462608399         462663774         462718099         462771593         462831157         462881830         462935214   
448098780      448219147         448341446         460183684         462037060         462130592         462199480         462259268         462311887         462372129         462438086         462500935         462556267         462608456         462663790         462718107         462771601         462831165         462881848         462935230   
448098814      448219238         448341495         460184120         462037078         462130675         462199498         462259284         462311903         462372152         462438094         462500976         462556283         462608464         462663840         462718115         462771619         462831173         462881897         462935289   
448098822      448219428         448341503         460191315         462037128         462130873         462199548         462259383         462311929         462372160         462438102         462501081         462556291         462608589         462663857         462718289         462771627         462831348         462881913         462935461   
448098855      448219451         448341529         460193543         462037144         462130907         462199597         462259441         462311945         462372178         462438144         462501115         462556309         462608605         462663873         462718297         462771643         462831363         462881939         462935479   
448098871      448219501         448341537         460194343         462037177         462130915         462199613         462259490         462311960         462372194         462438151         462501131         462556317         462608613         462663899         462718305         462771692         462831421         462881947         462935487   
448099028      448219600         448341842         460195381         462037193         462130972         462199787         462259508         462312158         462372228         462438300         462501149         462556408         462608621         462664194         462718313         462771882         462831439         462882093         462935503   
448099036      448219741         448341883         460195910         462037219         462130980         462199795         462259532         462312166         462372236         462438318         462501156         462556416         462608639         462664285         462718321         462771890         462831447         462882101         462935511   
448099085      448219758         448341941         460196512         462037284         462131012         462199837         462259540         462312174         462372244         462438326         462501164         462556424         462608647         462664327         462718354         462771908         462831454         462882127         462935529   
448099101      448220335         448341990         460202872         462037367         462131350         462199845         462259664         462312182         462372335         462438334         462501263         462556432         462608753         462664343         462716747         462771957         462831611         462882143         462935693   
448099184      448220418         448342006         460204803         462037391         462131392         462199894         462259672         462312190         462372343         462438342         462501271         462556440         462608787         462664350         462716770         462771965         462831629         462882192         462935719   
448099291      448220442         448342022         460204894         462037458         462131426         462199928         462259706         462312224         462372368         462438359         462501289         462556457         462608795         462664368         462716788         462771973         462831645         462882200         462935735   
448099689      448220509         448342261         460205586         462037540         462131467         462200155         462259748         462312331         462372376         462436478         462501297         462556564         462608811         462664632         462716853         462772138         462831678         462882358         462935750   
448099747      448220541         448342311         460206436         462037607         462131491         462200163         462259755         462312364         462372384         462436494         462501305         462556572         462608829         462664657         462716861         462772187         462831694         462882366         462935776   
448099754      448220574         448342444         460206972         462037649         462131541         462200171         462259763         462312372         462372392         462436510         462501313         462556580         462608845         462664681         462716911         462772195         462831702         462882424         462935784   
448099838      448220863         448342477         460217284         462037656         462128877         462200189         462259946         462312455         462372491         462436569         462501453         462556598         462609041         462664731         462717000         462772203         462831785         462882432         462935941   
448099929      448220889         448342485         460218340         462037672         462128943         462200197         462259953         462312497         462372509         462436601         462501461         462556606         462609058         462664764         462717026         462772211         462831793         462882440         462935958   
448099960      448220921         448342493         460223050         462037706         462128950         462200262         462259979         462312521         462372517         462436619         462501479         462556614         462609074         462664772         462717034         462772229         462831801         462882481         462935990   
448096396      448220996         448342774         460223787         462037938         462128968         462200411         462259987         462312729         462372525         462436759         462501495         462556697         462609082         462664913         462717059         462772252         462831827         462882648         462936006   
448096404      448221002         448342816         460226350         462037961         462129024         462200437         462260001         462312752         462372533         462436767         462501503         462556739         462609090         462664939         462717067         462772302         462831835         462882689         462936022   
448096487      448221010         448342824         460227747         462037987         462129040         462200478         462260019         462312760         462372541         462436908         462501529         462556747         462609124         462664954         462717083         462772336         462831868         462882697         462936063   
448096495      448221390         448342857         460246325         462038001         462129172         462200486         462260167         462312778         462372624         462436932         462501594         462556754         462609207         462664962         462717265         462772377         462831991         462882713         462936170   
448096529      448221416         448342899         460248032         462038043         462129180         462200494         462260183         462312851         462372632         462436940         462501610         462556770         462609215         462664970         462717281         462772401         462832007         462882739         462936279   
448096578      448221457         448342923         460248461         462038050         462129198         462200569         462260191         462312901         462372640         462436973         462501651         462556788         462609223         462664988         462717307         462772427         462832015         462882754         462936303   
448096834      448221499         448343228         460249840         462038225         462129214         462200577         462260209         462313107         462372657         462437070         462501677         462556879         462609256         462665076         462717315         462772609         462832031         462882861         462936311   
448096859      448221507         448343269         460251093         462038233         462129230         462200585         462260225         462313115         462372665         462437096         462501693         462556887         462609264         462665084         462717323         462772617         462832049         462882879         462936345   
448096883      448221531         448343277         460251820         462038258         462129248         462200627         462260233         462313123         462372673         462437104         462501701         462556895         462609272         462665092         462717331         462772625         462832056         462882945         462936352   
448096909      448221549         448343335         460257868         462038266         462129354         462200635         462260332         462313131         462372764         462437112         462501826         462556903         462609405         462665118         462717448         462772658         462830423         462882994         462936576   
448096917      448221572         448343392         460258585         462038274         462129370         462200650         462260340         462313149         462372780         462437146         462501834         462556911         462609439         462665167         462717455         462772666         462830431         462883000         462936592   
448096941      448221580         448343608         460259542         462038282         462129388         462200742         462260357         462313156         462372798         462437153         462501842         462556929         462609470         462665183         462717463         462772674         462830449         462883018         462936618   
448097360      448221689         448343947         460266109         462038456         462129461         462201047         462260365         462313305         462372814         462437310         462501859         462555806         462609488         462665332         462717521         462772898         462830456         462883174         462936626   
448097378      448221713         448344077         460266240         462038480         462129487         462201054         462260381         462313313         462372830         462437336         462501875         462555822         462609496         462665357         462717539         462772906         462830480         462883190         462936659   
448097386      448221747         448344085         460268980         462038514         462129495         462201062         462260399         462313339         462372848         462437385         462501883         462555830         462609504         462665399         462717547         462772930         462830498         462883216         462936667   
448097428      448222000         448344093         460287840         462038548         462129842         462201088         462258831         462313362         462372962         462437393         462501982         462555863         462609603         462665415         462717679         462772989         462830589         462883232         462936782   
448097469      448222026         448344101         460288319         462038571         462129875         462201096         462258849         462313370         462372970         462437419         462501990         462555871         462609611         462665431         462717687         462773029         462830605         462883273         462936840   
448097493      448222034         448344143         460293525         462038647         462129917         462201120         462258856         462313404         462372988         462437450         462502006         462555889         462609645         462665449         462717695         462773037         462830639         462883299         462936881   
448097964      448222042         448340323         460296510         462038878         462129941         462201203         462258864         462313602         462373002         462437690         462502014         462556010         462609652         462665555         462717729         462773201         462830654         462883315         462936907   
448098012      448222125         448340349         460299399         462038902         462129958         462201252         462258872         462313669         462373010         462437740         462502030         462556028         462609660         462665589         462717737         462773219         462830662         462883323         462936956   
448098061      448222158         448340364         460300346         462038936         462129982         462201260         462258906         462313677         462373036         462437773         462502048         462556036         462609686         462665597         462717752         462773334         462830720         462883349         462937004   
448098145      448222539         448340547         460321755         462038951         462130246         462201278         462259110         462313750         462373101         462437781         462502162         462556069         462609710         462665613         462717869         462773367         462830894         462883372         462937129   
448098160      448222687         448340612         460321912         462038985         462130253         462201286         462259136         462313768         462373119         462437799         462502188         462556077         462609744         462665621         462717927         462773375         462830902         462883380         462937145   
448098194      448222828         448340695         460323710         462039017         462130287         462201328         462259144         462313776         462373127         462437807         462502196         462556085         462609769         462665647         462717968         462773383         462830936         462883398         462937152   
448098590      448222836         448341107         460324502         462039256         462130303         462201468         462259151         462313800         462373135         462437997         462502212         462556176         462609777         462665779         462717992         462773524         462830985         462883471         462937160   
448098608      448222877         448341172         460326960         462039298         462130386         462201500         462259185         462313818         462373143         462438029         462502220         462556184         462609793         462665811         462718008         462773573         462831058         462883489         462937194   
448098616      448222950         448341222         460327877         462039330         462130428         462201534         462259193         462313826         462373150         462438037         462502238         462556192         462609801         462665829         462718032         462773599         462831066         462883497         462937210   
448098632      448223065         448341313         460329675         462039355         462130691         462201583         462259292         462313842         462373234         462438045         462502428         462556200         462609892         462665837         462718149         462773607         462831199         462883513         462935321   
448098665      448223081         448341347         460333461         462039363         462130733         462201609         462259300         462313859         462373242         462438052         462502451         462556226         462609900         462665860         462718172         462773649         462831207         462883539         462935354   
448098715      448223131         448341404         460336878         462039439         462130782         462201617         462259318         462314022         462373259         462438060         462502469         462556242         462609918         462665878         462718206         462773664         462831223         462883547         462935396   
448098905      448223156         448341651         460340219         462039678         462130808         462201773         462259334         462314246         462373275         462438169         462502527         462556325         462609926         462663915         462718214         462773870         462831249         462883661         462935412   
448098939      448223164         448341669         460343247         462039702         462130824         462201781         462259342         462314253         462373283         462438193         462502535         462556341         462609942         462663956         462718222         462773938         462831280         462883729         462935420   
448098954      448223180         448341677         460343718         462039769         462130865         462201807         462259375         462314261         462373291         462438201         462502543         462556358         462609967         462663964         462718271         462773961         462831330         462883737         462935446   
448098970      448223461         448341693         460355373         462039785         462131046         462201849         462259557         462314279         462372269         462438250         462502733         462556366         462610072         462664020         462718362         462773995         462831462         462883745         462935552   
448099002      448223487         448341701         460355498         462039835         462131053         462201872         462259565         462314295         462372277         462438276         462502782         462556382         462610080         462664061         462718388         462774035         462831488         462883760         462935586   
448099010      448223495         448341818         460356967         462039926         462131087         462201880         462259581         462314329         462372293         462438292         462502790         462556390         462610106         462664186         462718420         462774084         462831520         462883778         462935628   

 


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448099366      448223628         448342055         460358237         462037466         462131194         462201989         462259599         462314527         462372301         462438375         462502824         462556481         462610114         462664376         462718453         462774316         462831561         462883893         462935636   
448099457      448223644         448342097         460358310         462037482         462131277         462201997         462259615         462314535         462372319         462438383         462502832         462556507         462610122         462664418         462718545         462774324         462831579         462883901         462935669   
448099507      448223677         448342121         460362023         462037490         462131319         462202011         462259649         462314543         462372327         462438391         462502873         462556523         462610130         462664491         462718552         462774340         462831595         462883919         462935677   
448099549      448224113         448342139         460374861         462037516         462131558         462202029         462259805         462314568         462372400         462438409         462503079         462556531         462610221         462664541         462718560         462774381         462831710         462883943         462935826   
448099572      448224162         448342170         460377146         462037524         462131590         462202037         462259821         462314592         462372418         462438425         462503111         462556549         462610239         462664582         462718586         462774407         462831728         462883968         462935834   
448099622      448224204         448342212         460384738         462037532         462131608         462202045         462259847         462314600         462372426         462438433         462503129         462556556         462610247         462664608         462718610         462774423         462831736         462883984         462935875   
448099978      448224220         448342576         460385628         462037722         462131616         462202177         462259862         462314808         462372467         462438441         462503145         462556622         462610254         462664814         462718628         462774548         462831751         462884131         462935909   
448099986      448224246         448342659         460389919         462037789         462131624         462202185         462259870         462314824         462372475         462438458         462503186         462556630         462610262         462664830         462718644         462774555         462831769         462884156         462935917   
448100008      448224261         448342675         460389927         462037821         462131673         462202193         462259904         462314915         462372483         462438490         462503194         462556648         462610288         462664855         462718651         462774563         462831777         462884164         462935933   
448100065      448224741         448342717         460408842         462037839         462131681         462202227         462260035         462314931         462372558         462438508         462503376         462556655         462610387         462664863         462718800         462774589         462831884         462884172         462936089   
448100099      448224931         448342758         460409139         462037854         462131699         462202235         462260043         462314949         462372566         462438516         462503384         462556663         462610395         462664871         462718834         462774597         462831892         462884180         462936105   
448100198      448224964         448342766         460409857         462037888         462131749         462202268         462260068         462314972         462372574         462438532         462503426         462556671         462610411         462664889         462718867         462774605         462831900         462884198         462936113   
448100206      448224998         448342931         460409899         462038084         462131780         462202367         462260092         462315136         462372590         462438680         462503491         462556796         462610429         462664996         462718883         462772484         462831934         462884313         462936121   
448100289      448225003         448342964         460410517         462038092         462131798         462202375         462260142         462315144         462372608         462438706         462503517         462556804         462610437         462665001         462718891         462772518         462831942         462884347         462936147   
448100321      448225045         448343046         460412927         462038100         462131848         462202391         462260159         462315193         462372616         462438714         462503525         462556812         462610445         462665027         462718925         462772526         462831959         462884354         462936154   
448100396      448225318         448343079         460428444         462038159         462132051         462202474         462260241         462315235         462372681         462438722         462501735         462556820         462610601         462665035         462719022         462772542         462832072         462884370         462936360   
448100412      448225342         448343095         460428964         462038209         462132085         462202482         462260258         462315243         462372699         462438730         462501743         462556846         462610627         462665050         462719030         462772559         462832080         462884396         462936378   
448100453      448225417         448343145         460430960         462038217         462132101         462202524         462260266         462315268         462372707         462438748         462501750         462556853         462610635         462665068         462719063         462772567         462832098         462884446         462936410   
448100826      448225482         448343640         460431182         462038332         462132119         462200866         462260308         462315441         462372723         462438821         462501768         462556937         462610643         462665191         462719071         462772682         462832122         462884602         462936444   
448100883      448225490         448343798         460432420         462038357         462132135         462200874         462260316         462315458         462372731         462438839         462501776         462556945         462610650         462665225         462719105         462772740         462832163         462884628         462936485   
448100917      448225524         448343889         460434723         462038365         462132150         462200908         462260324         462315466         462372756         462438847         462501784         462556952         462610668         462665258         462719139         462772773         462832171         462884644         462936527   
448100933      448221754         448343897         460451768         462038381         462132333         462200965         462260407         462315474         462372855         462438854         462501909         462556960         462610783         462665274         462719329         462772823         462832197         462884651         462936675   
448100941      448221796         448343921         460452311         462038399         462132390         462200973         462260423         462315490         462372863         462438912         462501917         462556978         462610791         462665282         462719337         462772831         462832213         462884669         462936691   
448100958      448221812         448343939         460453913         462038423         462132416         462201021         462260449         462315508         462372905         462438920         462501925         462556986         462610809         462665316         462719345         462772872         462832221         462884693         462936725   
448101451      448221887         448344192         460456486         462038654         462132424         462201146         462260464         462315623         462372921         462439290         462501941         462556994         462610817         462665456         462719352         462773052         462832254         462884834         462936733   
448101535      448221937         448344267         460458466         462038720         462132432         462201153         462260472         462315631         462372939         462439316         462501966         462557000         462610825         462665464         462719410         462773078         462832262         462884859         462936758   
448101543      448221945         448344275         460461221         462038787         462132481         462201161         462260498         462315656         462372954         462439332         462501974         462557018         462610841         462665472         462719428         462773086         462832270         462884875         462936766   
448101576      448222182         448344374         460482508         462038829         462132853         462201179         462260522         462315664         462373044         462439340         462502063         462557059         462611005         462665506         462719535         462773136         462832411         462884891         462937012   
448101709      448222190         448344440         460482524         462038845         462132887         462201187         462260530         462315672         462373051         462439381         462502089         462557067         462611013         462665514         462719550         462773185         462832437         462884909         462937020   
448101717      448222208         448344515         460483738         462038852         462132903         462201195         462260548         462315680         462373069         462439423         462502097         462557075         462611021         462665530         462719568         462773193         462832478         462884933         462937038   
448101907      448222240         448344531         460485816         462039041         462132911         462201336         462260563         462315888         462373077         462439738         462502105         462557166         462611062         462665654         462719584         462773425         462832510         462883406         462937053   
448101915      448222380         448344598         460490329         462039090         462132960         462201344         462260571         462315938         462373085         462439746         462502113         462557182         462611070         462665688         462719592         462773458         462832536         462883414         462937079   
448101972      448222430         448344614         460490337         462039124         462132994         462201369         462260597         462315946         462373093         462439795         462502121         462557190         462611088         462665696         462719634         462773466         462832544         462883430         462937111   
448102087      448222976         448344622         460528441         462039165         462133265         462201419         462260688         462315953         462373168         462439803         462502246         462557216         462609819         462665746         462719808         462773490         462832684         462883448         462937251   
448102152      448222984         448344648         460531361         462039199         462133299         462201427         462260696         462315995         462373176         462439811         462502261         462557240         462609843         462665753         462719816         462773508         462832692         462883455         462937277   
448102202      448223008         448344655         460532955         462039207         462133315         462201435         462260738         462316001         462373192         462439845         462502303         462557356         462609850         462665761         462719899         462773516         462832726         462883463         462937285   
448102673      448223024         448344911         460535677         462039447         462133331         462201641         462260746         462314030         462373200         462440017         462502329         462557547         462609868         462665902         462719915         462773680         462832734         462883562         462937293   
448102756      448223032         448345025         460535768         462039454         462133356         462201666         462260779         462314089         462373218         462440074         462502378         462557554         462609876         462665928         462719923         462773706         462832742         462883570         462937301   
448102798      448223057         448345090         460538994         462039462         462133364         462201674         462260787         462314154         462373226         462440116         462502394         462557562         462609884         462665944         462719964         462773748         462832759         462883596         462937319   
448102855      448223206         448345199         460344344         462039512         462133653         462201690         462260878         462314170         462373309         462440157         462502550         462557570         462609975         462665951         462720111         462773789         462832932         462883612         462937368   
448102947      448223222         448345405         460348006         462039587         462133661         462201708         462260894         462314204         462373317         462440199         462502592         462557596         462609991         462665977         462720152         462773839         462832965         462883638         462937418   
448102954      448223255         448345413         460350010         462039637         462133745         462201724         462260910         462314220         462373325         462440207         462502618         462557604         462610015         462665985         462720160         462773847         462832973         462883646         462937426   
448103432      448223271         448345678         460350671         462039934         462133752         462201906         462260928         462314337         462373333         462440579         462502626         462557729         462610031         462666009         462720202         462774126         462832981         462883802         462937434   
448103473      448223305         448345694         460353337         462039975         462133760         462201914         462260936         462314345         462373341         462440595         462502634         462557737         462610049         462666017         462720228         462774142         462833005         462883810         462937459   
448103606      448223388         448345710         460353485         462040007         462133844         462201930         462260969         462314378         462373358         462440645         462502675         462557752         462610064         462666033         462720236         462774209         462833013         462883828         462937509   
448103622      448223701         448345736         460363013         462040031         462134115         462201955         462261066         462314410         462373366         462440652         462502899         462557778         462610148         462666041         462720335         462774225         462833104         462883844         462937640   
448103655      448223743         448345777         460363104         462040049         462134131         462201963         462261074         462314436         462373374         462440660         462502956         462557786         462610163         462666058         462720350         462774233         462833112         462883877         462937699   
448103663      448223750         448345785         460363237         462040148         462134149         462201971         462261082         462314519         462373390         462440678         462502964         462557794         462610189         462666082         462720368         462774274         462833138         462883885         462937731   
448104075      448223776         448346171         460365356         462040171         462134271         462202052         462261090         462314634         462373408         462441007         462502972         462557919         462610197         462666231         462720434         462774431         462833146         462883992         462937764   
448104083      448223917         448346205         460369879         462040205         462134289         462202060         462261108         462314642         462373416         462441064         462502980         462557992         462610205         462666249         462720459         462774449         462833153         462884008         462937780   
448104125      448223990         448346247         460370810         462040213         462134313         462202086         462261116         462314659         462373457         462441072         462503004         462558057         462610213         462666264         462720483         462774456         462833179         462884016         462937806   
448104166      448224527         448346346         460391741         462040221         462134537         462202094         462261249         462314675         462373671         462441114         462503228         462558065         462610304         462666298         462718677         462774480         462833252         462884081         462938051   
448104224      448224543         448346387         460393028         462040247         462134545         462202102         462261256         462314774         462373697         462441155         462503236         462558073         462610312         462666314         462718701         462774498         462833260         462884099         462938069   
448104232      448224576         448346437         460393820         462040262         462134552         462202151         462261264         462314782         462373705         462441163         462503251         462558081         462610320         462666355         462718743         462774530         462833302         462884123         462938101   
448104703      448224618         448346726         460398811         462040528         462134560         462202276         462261272         462314980         462373713         462438557         462503269         462558248         462610338         462666470         462718750         462774613         462833310         462884222         462938119   
448104745      448224659         448346734         460399470         462040536         462134594         462202292         462261298         462315011         462373721         462438565         462503327         462558263         462610353         462666488         462718768         462774621         462833328         462884230         462938135   
448104877      448224733         448346890         460406911         462040593         462134636         462202300         462261322         462315052         462373739         462438623         462503335         462558271         462610379         462666496         462718784         462774639         462833336         462884248         462938150   
448104893      448225128         448346932         460414105         462040601         462131863         462202318         462261470         462315086         462373903         462438631         462503533         462558297         462610486         462666504         462718933         462774647         462833542         462884255         462938267   
448104927      448225136         448346999         460416100         462040635         462131913         462202334         462261488         462315102         462373911         462438664         462503558         462558305         462610494         462666520         462718941         462774670         462833575         462884289         462938291   
448104943      448225169         448347161         460425523         462040668         462131921         462202342         462261496         462315128         462373945         462438672         462503566         462558313         462610502         462666561         462718966         462774688         462833609         462884297         462938325   
448100479      448225177         448347625         460425572         462040973         462131939         462202557         462261504         462315292         462373960         462438755         462503574         462558511         462610528         462666694         462718974         462774696         462833625         462884453         462938333   
448100503      448225185         448347633         460426166         462040999         462131947         462202581         462261512         462315318         462373978         462438763         462503624         462558537         462610569         462666728         462718990         462774704         462833633         462884461         462938341   
448100578      448225292         448347716         460428139         462041013         462131988         462202599         462261520         462315326         462373986         462438771         462503632         462558545         462610585         462666769         462719014         462774712         462833641         462884529         462938366   

 


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448100644      448225557         448347807         460435761         462041070         462132176         462202615         462261611         462315367         462374190         462438797         462503657         462558552         462610676         462666785         462719147         462774738         462833740         462884537         462938473   
448100693      448225649         448347849         460438237         462041096         462132184         462202623         462261629         462315383         462374232         462438805         462503665         462558560         462610718         462666793         462719170         462774746         462833757         462884545         462938481   
448100719      448225656         448347856         460439995         462041104         462132218         462202631         462261637         462315409         462374265         462438813         462503731         462558586         462610726         462666801         462719188         462774753         462833765         462884560         462938499   
448101196      448225714         448348219         460445273         462041336         462132234         462202656         462261645         462315516         462374273         462438953         462503749         462558842         462610734         462667023         462719212         462774894         462833781         462884743         462938507   
448101204      448225730         448348243         460447071         462041351         462132291         462202664         462261660         462315524         462374372         462438961         462503772         462558859         462610742         462667031         462719220         462774902         462833799         462884750         462938531   
448101287      448225797         448348516         460450406         462041401         462132317         462202680         462261694         462315532         462374380         462439019         462503814         462558867         462610775         462667080         462719253         462774944         462833807         462884768         462938556   
448101303      448225813         448348532         460471022         462041435         462132515         462202698         462261785         462315599         462374653         462439035         462503947         462558875         462610874         462667171         462719436         462774977         462832296         462884776         462938705   
448101345      448225821         448348623         460473069         462041468         462132572         462202706         462261793         462315607         462374711         462439068         462503970         462558883         462610882         462667197         462719451         462774993         462832320         462884784         462938721   
448101402      448225888         448348664         460474828         462041484         462132648         462202714         462261835         462315615         462374737         462439282         462504051         462558891         462610890         462667221         462719469         462775032         462832338         462884818         462938739   
448101725      448225904         448349043         460475601         462041773         462132705         462202839         462261850         462315698         462374810         462439563         462504069         462557091         462610916         462667403         462719493         462775313         462832346         462884941         462938747   
448101766      448225953         448349100         460480338         462041781         462132788         462202854         462261900         462315722         462374836         462439597         462504143         462557109         462610932         462667437         462719519         462775370         462832353         462884974         462938754   
448101790      448225979         448349175         460482383         462041799         462132804         462202888         462261918         462315730         462374851         462439605         462504176         462557125         462610973         462667445         462719527         462775388         462832395         462884982         462938770   
448101832      448226357         448349191         460491319         462041815         462133018         462202896         462260605         462315813         462375049         462439613         462504390         462557133         462611096         462667452         462719675         462775412         462832577         462885013         462938945   
448101857      448226373         448349290         460497118         462041823         462133083         462202904         462260613         462315821         462375056         462439662         462504416         462557141         462611112         462667460         462719709         462775438         462832619         462885021         462938952   
448101881      448226381         448349324         460498769         462041831         462133117         462202946         462260639         462315862         462375122         462439720         462504432         462557158         462611153         462667486         462719717         462775495         462832627         462885039         462938960   
448102210      448226571         448344663         460499064         462042011         462133125         462203050         462260654         462316019         462375155         462439852         462504440         462557364         462611179         462667593         462719741         462775651         462832643         462885047         462938978   
448102236      448226613         448344689         460510852         462042060         462133133         462203068         462260662         462316027         462375163         462439860         462504465         462557448         462611187         462667601         462719774         462775677         462832650         462885054         462939034   
448102244      448226639         448344754         460518459         462042102         462133190         462203084         462260670         462316092         462375189         462439902         462504473         462557471         462611211         462667619         462719782         462775693         462832668         462885062         462939059   
448102442      448226928         448344796         460544489         462042284         462133448         462203092         462260795         462316118         462375346         462439969         462504614         462557497         462611229         462667650         462719998         462775701         462832775         462885070         462939208   
448102608      448227033         448344838         460557945         462042326         462133471         462203100         462260803         462316159         462375379         462439985         462504630         462557521         462611237         462667676         462720004         462775719         462832783         462885096         462939216   
448102657      448227132         448344861         460567100         462042375         462133497         462203118         462260811         462316167         462375403         462439993         462504663         462557539         462611252         462667718         462720020         462775727         462832817         462885104         462939224   
448102962      448227181         448345538         460570039         462042557         462133596         462203233         462260829         462316209         462375429         462440215         462504671         462557612         462611278         462667924         462720046         462775909         462832866         462885245         462939257   
448103010      448227207         448345546         460583347         462042599         462133612         462203241         462260845         462316233         462375437         462440330         462504689         462557646         462611286         462667957         462720095         462775917         462832874         462885252         462939307   
448103028      448227215         448345587         460588536         462042623         462133638         462203258         462260852         462316241         462375445         462440363         462504697         462557653         462611294         462667981         462720103         462775925         462832908         462885260         462939315   
448103069      448227546         448345637         460596752         462042649         462133851         462203290         462260977         462316258         462375650         462440389         462504887         462557679         462611427         462668013         462720251         462775941         462833021         462885278         462937525   
448103168      448227629         448345652         460599038         462042698         462133877         462203316         462260985         462316266         462375676         462440488         462504903         462557703         462611443         462668039         462720269         462775958         462833039         462885286         462937541   
448103416      448227645         448345660         460599897         462042706         462133927         462203324         462260993         462316282         462375684         462440561         462504911         462557711         462611492         462668054         462720277         462775966         462833054         462885294         462937558   
448103689      448227736         448345843         460600000         462043035         462133935         462203456         462261009         462316381         462375692         462440686         462504952         462557802         462611518         462666108         462720293         462776121         462833062         462885401         462937574   
448103788      448227843         448345942         460608375         462043043         462133968         462203464         462261025         462316415         462375726         462440736         462504960         462557810         462611526         462666124         462720301         462776147         462833088         462885427         462937590   
448103853      448227850         448345975         460621014         462043092         462133992         462203472         462261041         462316423         462375734         462440769         462504986         462557828         462611567         462666157         462720319         462776170         462833096         462885435         462937624   
448103903      448228197         448346056         460640535         462043167         462134339         462203480         462261132         462316464         462373473         462440777         462505116         462557836         462611732         462666165         462720517         462776220         462833187         462885468         462937814   
448103986      448228338         448346064         460640618         462043175         462134362         462203514         462261157         462316522         462373507         462440900         462505256         462557844         462611765         462666181         462720533         462776246         462833195         462885476         462937863   
448104059      448228411         448346098         460647969         462043183         462134370         462203548         462261165         462316530         462373549         462440934         462505264         462557869         462611773         462666199         462720558         462776287         462833203         462885484         462937871   
448104265      448228429         448346486         460655319         462040288         462134404         462203654         462261173         462316787         462373556         462441171         462505314         462558099         462611849         462666363         462720590         462776444         462833211         462885567         462937897   
448104356      448228536         448346502         460660327         462040379         462134487         462203662         462261215         462316803         462373580         462441262         462505322         462558107         462611872         462666389         462720608         462776485         462833237         462885583         462937962   
448104372      448228577         448346544         460661424         462040437         462134503         462203670         462261231         462316852         462373606         462441270         462505389         462558123         462611898         462666405         462720624         462776501         462833245         462885591         462938036   
448104455      448229005         448346569         460698160         462040445         462134685         462203688         462261363         462316860         462373788         462441288         462505512         462558149         462612011         462666421         462720640         462776519         462833344         462885633         462938176   
448104661      448229062         448346577         460700529         462040460         462134727         462203696         462261371         462316878         462373812         462441296         462505520         462558164         462612037         462666447         462720665         462776550         462833401         462885641         462938184   
448104679      448229070         448346593         460703929         462040502         462134743         462203704         462261405         462316886         462373861         462441304         462505546         462558222         462612045         462666462         462720673         462776568         462833427         462885658         462938192   
448104984      448229138         448347179         460705858         462040734         462134750         462203803         462261439         462317058         462373879         462441346         462505579         462558321         462612078         462666579         462720681         462776766         462833443         462885971         462938218   
448104992      448229146         448347195         460714611         462040825         462134768         462203829         462261447         462317082         462373887         462441353         462505611         462558354         462612086         462666595         462720707         462776790         462833450         462885989         462938242   
448105015      448229153         448347252         460715162         462040866         462134826         462203837         462261462         462317090         462373895         462441361         462505629         462558396         462612094         462666629         462720723         462776816         462833518         462886045         462938259   
448105049      448229757         448347310         460744568         462040890         462134842         462203845         462261538         462317140         462374034         462441379         462505827         462558438         462612201         462666637         462720814         462776840         462833666         462886144         462938374   
448105072      448229823         448347401         460745607         462040916         462134859         462203860         462261553         462317165         462374059         462441429         462505843         462558453         462612227         462666660         462720830         462776857         462833674         462886219         462938390   
448105122      448230037         448347591         460750185         462040932         462134891         462203878         462261579         462317173         462374083         462441486         462505868         462558479         462612250         462666678         462720848         462776865         462833682         462886359         462938408   
448105296      448230094         448347872         460771157         462041153         462134974         462203977         462261587         462317298         462374109         462441767         462505884         462558602         462612284         462666843         462720855         462774787         462833690         462886615         462938432   
448105312      448230151         448347922         460771504         462041187         462135005         462204009         462261595         462317306         462374117         462441791         462505892         462558651         462612318         462666892         462720863         462774803         462833708         462886623         462938457   
448105361      448230169         448347971         460774797         462041203         462135021         462204017         462261603         462317314         462374125         462441809         462505983         462558677         462612326         462666942         462720889         462774837         462833716         462886714         462938465   
448105403      448230714         448348037         460829419         462041229         462135237         462204033         462261702         462317322         462374398         462441825         462503822         462558768         462612441         462666959         462721051         462774845         462833823         462886730         462938598   
448105445      448230722         448348185         460829922         462041260         462135245         462204058         462261710         462317330         462374406         462441890         462503855         462558776         462612458         462666967         462721069         462774860         462833856         462886961         462938630   
448105460      448230813         448348201         460834187         462041278         462135302         462204082         462261728         462317348         462374414         462441940         462503863         462558826         462612490         462666991         462721085         462774886         462833880         462887068         462938648   
448105759      448230821         448348789         460858343         462041526         462135393         462202722         462261744         462317520         462374455         462442138         462503871         462558933         462612524         462667239         462721101         462775057         462833914         462887712         462938655   
448105783      448230847         448348797         460858814         462041559         462135435         462202730         462261769         462317553         462374463         462442229         462503897         462558958         462612540         462667247         462721127         462775099         462833922         462887829         462938663   
448105809      448230854         448348813         460869514         462041575         462135443         462202755         462261777         462317595         462374604         462442237         462503913         462558966         462612573         462667254         462721135         462775115         462833930         462887886         462938689   
448105882      448225995         448348821         460926405         462041641         462135849         462202805         462261934         462317603         462374877         462442252         462504184         462558982         462612656         462667346         462721267         462775198         462833955         462887894         462938804   
448105908      448226035         448348862         460926413         462041682         462135856         462202813         462261983         462317611         462374901         462442344         462504218         462558990         462612680         462667361         462721275         462775214         462833963         462887928         462938820   
448106021      448226076         448348888         460927452         462041716         462135872         462202821         462262015         462317629         462374943         462442369         462504259         462559006         462612698         462667395         462721283         462775297         462833971         462888066         462938846   
448106260      448226142         448349357         460928468         462041856         462135906         462202953         462262023         462317793         462374968         462442542         462504283         462559014         462612706         462667494         462721291         462775545         462833989         462888678         462938887   
448106393      448226183         448349399         460930365         462041864         462135948         462202961         462262031         462317801         462374992         462442559         462504317         462559030         462612714         462667502         462721309         462775560         462833997         462888942         462938895   
448106443      448226308         448349456         460931785         462041880         462136011         462202979         462262080         462317926         462375015         462442567         462504366         462559071         462612722         462667528         462721317         462775578         462834003         462889031         462938937   
448106518      448226662         448349464         460948680         462041914         462136201         462203027         462262106         462317967         462375205         462442583         462504507         462559089         462613035         462667536         462721572         462775594         462834169         462889254         462939067   
448106583      448226738         448349563         460949365         462041997         462136227         462203035         462262155         462317975         462375213         462442591         462504523         462559097         462613043         462667569         462721630         462775602         462834185         462889262         462939075   
448106609      448226746         448349571         460949456         462042003         462136243         462203043         462262171         462318007         462375239         462442625         462504556         462559113         462613050         462667577         462721648         462775628         462834201         462889320         462939125   

 


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448107052      448226829         448349621         460949498         462042391         462136292         462203126         462262197         462318148         462375304         462442823         462504564         462559238         462613068         462667783         462721671         462775743         462834243         462885146         462939133   
448107078      448226886         448349647         460949563         462042409         462136375         462203142         462262213         462318155         462375320         462442906         462504572         462559246         462613084         462667809         462721689         462775784         462834268         462885153         462939174   
448107086      448226902         448349670         460949928         462042417         462136391         462203183         462262254         462318221         462375338         462442930         462504606         462559261         462613126         462667817         462721713         462775792         462834284         462885187         462939190   
448107243      448227223         448349746         460956055         462042433         462136664         462203209         462262502         462318239         462375486         462442948         462504713         462559279         462611302         462667825         462721929         462775818         462834466         462885195         462939331   
448107284      448227280         448349795         460956501         462042482         462136672         462203217         462262536         462318312         462375528         462442963         462504754         462559287         462611310         462667841         462721952         462775842         462834482         462885211         462939349   
448107292      448227298         448349852         460957954         462042540         462136763         462203225         462262544         462318353         462375577         462442989         462504770         462559295         462611328         462667916         462721978         462775875         462834508         462885237         462939364   
448107615      448227413         448350165         460959893         462042763         462136789         462203340         462262551         462316290         462375585         462443177         462504812         462559428         462611377         462668062         462722000         462775974         462834532         462885310         462939372   
448107672      448227447         448350207         460961196         462042805         462136854         462203357         462262585         462316308         462375619         462443193         462504861         462559436         462611393         462668088         462722042         462775982         462834565         462885328         462939398   
448107680      448227504         448350215         460962061         462042821         462136862         462203365         462262619         462316324         462375627         462443250         462504879         462559444         462611419         462668096         462722059         462775990         462834573         462885336         462939406   
448107706      448227942         448350330         460629884         462042888         462137027         462203399         462262726         462316340         462375759         462443326         462505017         462559451         462611609         462668104         462722208         462776006         462834722         462885351         462939414   
448107722      448228080         448350363         460631336         462043001         462137050         462203415         462262742         462316365         462375783         462443458         462505025         462559477         462611633         462668146         462722216         462776014         462834748         462885377         462939422   
448107888      448228106         448350389         460637861         462043019         462137084         462203449         462262759         462316373         462375791         462443482         462505041         462559493         462611682         462668153         462722224         462776097         462834755         462885385         462939430   
448108233      448228114         448350751         460638760         462043225         462137142         462203555         462262767         462316571         462375809         462443698         462505066         462559584         462611690         462668179         462722240         462776295         462834763         462885492         462939448   
448108241      448228122         448350843         460638794         462043308         462137159         462203571         462262783         462316654         462375825         462443722         462505074         462559600         462611708         462668187         462722273         462776303         462834771         462885500         462939463   
448108258      448228163         448350868         460640329         462043332         462137316         462203597         462262791         462316662         462375833         462443730         462505082         462559618         462611724         462668203         462722281         462776311         462834797         462885518         462939471   
448108266      448228593         448350900         460664311         462043506         462137431         462203613         462262981         462316670         462375858         462443748         462505405         462559626         462611906         462668237         462722380         462776352         462834912         462885534         462939679   
448108282      448228726         448350926         460670821         462043522         462137464         462203621         462262999         462316704         462375908         462443755         462505413         462559659         462611914         462668245         462722398         462776402         462834953         462885542         462939687   
448108290      448228759         448350934         460679178         462043621         462137472         462203639         462263005         462316753         462375940         462443763         462505447         462559675         462611930         462668252         462722406         462776410         462834961         462885559         462939695   
448108563      448228825         448351155         460680069         462043654         462137480         462203720         462263021         462316894         462376088         462444043         462505454         462559774         462611955         462668468         462722422         462776618         462834987         462885682         462939711   
448108589      448228908         448351205         460686694         462043696         462137506         462203753         462263054         462316902         462376112         462444068         462505496         462559782         462611963         462668492         462722430         462776667         462835075         462885732         462939729   
448108597      448228940         448351213         460691140         462043761         462137514         462203761         462263112         462316910         462376153         462444076         462505504         462559790         462612003         462668526         462722455         462776683         462835133         462885880         462939752   
448108613      448229161         448351239         460726110         462043845         462137662         462203779         462263351         462316936         462376302         462444092         462505702         462559808         462612110         462668559         462720731         462776691         462835307         462885922         462939927   
448108662      448229286         448351247         460726169         462043852         462137738         462203787         462263369         462316969         462376310         462444118         462505736         462559857         462612136         462668567         462720749         462776725         462835323         462885955         462939943   
448108712      448229351         448351312         460727209         462043910         462137746         462203795         462263385         462316993         462376336         462444126         462505744         462559865         462612151         462668575         462720756         462776741         462835331         462885963         462939950   
448109033      448229377         448351882         460733058         462044116         462137753         462203886         462263484         462317181         462376344         462441544         462505777         462559998         462612169         462668666         462720764         462776931         462835364         462886367         462939968   
448109066      448229526         448351908         460736184         462044256         462137829         462203894         462263492         462317199         462376351         462441577         462505785         462560095         462612177         462668740         462720772         462776964         462835372         462886383         462939992   
448109140      448229617         448351999         460737463         462044272         462137852         462203928         462263500         462317207         462376369         462441593         462505819         462560103         462612185         462668773         462720798         462776972         462835398         462886391         462940008   
448109199      448230201         448352005         460789936         462044348         462135039         462203936         462263674         462317215         462376625         462441676         462506023         462560111         462612334         462668781         462720913         462777004         462835604         462886482         462940107   
448109207      448230250         448352062         460793805         462044397         462135088         462203951         462263690         462317223         462376666         462441684         462506049         462560129         462612367         462668880         462720947         462777053         462835612         462886490         462940115   
448109223      448230284         448352187         460795586         462044439         462135153         462203969         462263799         462317231         462376682         462441759         462506064         462560137         462612383         462668898         462720954         462777061         462835620         462886565         462940164   
448105486      448230375         448352344         460798044         462044652         462135179         462204090         462263831         462317355         462376807         462441965         462506106         462560343         462612391         462669037         462720962         462777129         462835638         462887159         462940172   
448105494      448230474         448352369         460806904         462044728         462135187         462204108         462263856         462317405         462376823         462442005         462506155         462560368         462612409         462669045         462721028         462777160         462835687         462887175         462940180   
448105502      448230573         448352377         460811458         462044744         462135211         462204132         462263872         462317447         462376831         462442021         462506171         462560384         462612425         462669060         462721044         462777178         462835695         462887290         462940222   
448105536      448230896         448352419         460890296         462044793         462135468         462204173         462264086         462317454         462377037         462442039         462506189         462560392         462612581         462669086         462721143         462777194         462835794         462887498         462940404   
448105585      448230938         448352450         460901267         462044819         462135500         462204215         462264110         462317470         462377045         462442070         462506213         462560442         462612599         462669102         462721192         462777228         462835802         462887605         462940420   
448105742      448230961         448352500         460902687         462044843         462135682         462204231         462264128         462317488         462377052         462442120         462506221         462560533         462612607         462669110         462721200         462777236         462835828         462887647         462940446   
448106062      448230995         448352781         460917123         462044975         462135716         462204256         462264151         462317637         462377078         462442401         462506239         462560640         462612615         462669243         462721226         462777376         462835893         462888207         462940487   
448106112      448231035         448352815         460919749         462045006         462135732         462204264         462264169         462317645         462377110         462442419         462506254         462560665         462612623         462669250         462721234         462777418         462835901         462888272         462940503   
448106153      448231142         448352880         460922115         462045063         462135781         462204363         462264177         462317736         462377128         462442427         462506320         462560673         462612649         462669276         462721242         462777426         462835919         462888413         462940529   
448106161      448231183         448352922         460931868         462045071         462136037         462204389         462264383         462317769         462377292         462442518         462506593         462560699         462612763         462669326         462721382         462777434         462834078         462888553         462940776   
448106211      448231191         448353003         460932643         462045139         462136052         462204413         462264409         462317777         462377318         462442526         462506601         462560707         462612789         462669334         462721416         462777459         462834086         462888611         462940784   
448106252      448231209         448353086         460935364         462045154         462136094         462204447         462264417         462317785         462377342         462442534         462506700         462560715         462612805         462669367         462721473         462777475         462834094         462888645         462940792   
448106625      448231274         448353458         460935547         462045352         462136128         462204629         462264425         462318015         462377359         462442666         462506726         462559147         462612870         462669532         462721481         462777582         462834102         462889346         462940800   
448106781      448231324         448353474         460945975         462045378         462136144         462204637         462264466         462318049         462377375         462442682         462506775         462559154         462612912         462669664         462721549         462777608         462834136         462889353         462940818   
448106807      448231431         448353540         460946247         462045386         462136185         462204686         462264482         462318064         462377482         462442690         462506783         462559188         462612961         462669680         462721564         462777616         462834144         462889478         462940867   
448106914      448231803         448353573         460950348         462045402         462136441         462204736         462262304         462318098         462377722         462442708         462506908         462559196         462613142         462669698         462721762         462777624         462834300         462889502         462941063   
448106930      448231837         448353581         460952161         462045451         462136466         462204744         462262338         462318106         462377755         462442716         462506932         462559212         462613175         462669706         462721770         462777632         462834318         462889536         462941089   
448106955      448231878         448353631         460952831         462045485         462136490         462204751         462262353         462318130         462377797         462442799         462506940         462559220         462613191         462669714         462721796         462777640         462834326         462889551         462941154   
448107359      448231886         448349860         460953417         462045774         462136524         462204850         462262361         462318395         462377813         462443003         462506973         462559303         462613209         462669888         462721812         462777764         462834367         462889601         462941196   
448107409      448231902         448349878         460953706         462045790         462136540         462204868         462262379         462318411         462377821         462443045         462507005         462559311         462613233         462669904         462721887         462777772         462834375         462889627         462941261   
448107490      448231928         448349977         460955883         462045808         462136631         462204892         462262403         462318437         462377847         462443086         462507070         462559378         462613266         462669912         462721903         462777806         462834458         462889643         462941279   
448107532      448232512         448350074         460963564         462045824         462136870         462204900         462262643         462318445         462378001         462443094         462507278         462559386         462613282         462669953         462722083         462777814         462834581         462889650         462941402   
448107565      448232553         448350090         460963572         462045832         462136888         462204959         462262650         462318460         462378027         462443136         462507286         462559394         462613365         462669987         462722091         462777830         462834607         462889668         462941410   
448107607      448232595         448350108         460964489         462045931         462136912         462204991         462262668         462318494         462378050         462443151         462507294         462559410         462613381         462670050         462722109         462777855         462834623         462889676         462941444   
448107904      448232603         448350447         460966914         462046160         462136979         462205139         462262676         462318510         462378084         462443508         462507344         462559501         462613407         462670241         462722133         462777996         462834649         462889775         462941469   
448107946      448232702         448350470         460968852         462046244         462136987         462205147         462262692         462318536         462378100         462443516         462507377         462559519         462613415         462670258         462722141         462778036         462834672         462889791         462941501   
448107953      448232710         448350496         460968944         462046251         462136995         462205188         462262700         462318551         462378118         462443540         462507385         462559527         462613423         462670290         462722190         462778044         462834680         462889817         462941543   
448108035      448233031         448350595         460970429         462046293         462137324         462205204         462262825         462318577         462378233         462443599         462507534         462559535         462613589         462670308         462722299         462778051         462834821         462889833         462939489   
448108142      448233122         448350652         460970668         462046327         462137332         462205238         462262833         462318585         462378274         462443664         462507575         462559550         462613605         462670324         462722307         462778101         462834839         462889841         462939513   
448108183      448233148         448350744         460971682         462046368         462137340         462205253         462262841         462318601         462378290         462443672         462507583         462559568         462613647         462670407         462722315         462778127         462834862         462889874         462939521   
448108316      448233171         448350942         460971930         462046681         462137365         462205444         462262866         462318809         462378316         462443789         462507591         462559683         462613654         462668260         462722323         462778267         462834870         462890013         462939539   
448108332      448233197         448351031         460977143         462046723         462137381         462205451         462262908         462318817         462378324         462443821         462507633         462559691         462613670         462668294         462722331         462778275         462834888         462890021         462939547   
448108449      448233270         448351049         460977382         462046756         462137423         462205477         462262973         462318841         462378340         462443904         462507658         462559725         462613696         462668310         462722349         462778291         462834896         462890070         462939661   

 


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448108472      448233627         448351106         460984982         462046764         462137522         462205485         462263187         462318858         462376179         462443938         462507856         462559733         462613811         462668419         462722463         462778358         462835190         462890088         462939760   
448108514      448233635         448351114         460985633         462046780         462137571         462205543         462263195         462318874         462376203         462443979         462507922         462559758         462613837         462668435         462722471         462778424         462835232         462890120         462939786   
448108555      448233700         448351122         460986557         462046855         462137605         462205600         462263211         462318882         462376229         462444019         462507948         462559766         462613860         462668443         462722497         462778432         462835240         462890138         462939794   
448108746      448233742         448351379         460990138         462043969         462137621         462205766         462263245         462319096         462376237         462444183         462507963         462559873         462613886         462668583         462722505         462778564         462835265         462890229         462939844   
448108779      448233783         448351437         460992282         462043977         462137639         462205774         462263260         462319104         462376245         462444225         462507997         462559915         462613894         462668591         462722513         462778572         462835281         462890245         462939851   
448108787      448233817         448351478         460994858         462043993         462137647         462205782         462263344         462319112         462376260         462444290         462508003         462559923         462613902         462668609         462722521         462778580         462835299         462890252         462939885   
448108803      448234005         448351585         461007304         462044017         462137894         462205816         462263526         462319120         462376435         462444365         462508136         462559931         462614017         462668617         462722539         462778598         462835414         462890260         462940016   
448108878      448234013         448351627         461007940         462044033         462137951         462205865         462263583         462319153         462376476         462444373         462508151         462559972         462614033         462668625         462722547         462778606         462835489         462890302         462940024   
448108928      448234070         448351858         461008393         462044108         462137985         462205931         462263625         462319187         462376500         462444381         462508169         462559980         462614058         462668658         462722554         462778622         462835497         462890344         462940057   
448109330      448234138         448352211         461008559         462044462         462138017         462206129         462263641         462319369         462376526         462444399         462508185         462560145         462614132         462668914         462722562         462778754         462835513         462890500         462940065   
448109355      448234237         448352229         461009169         462044579         462138025         462206137         462263658         462319385         462376534         462444431         462508193         462560160         462614157         462668930         462722570         462778762         462835570         462890526         462940081   
448109694      448234302         448352245         461012510         462044595         462138066         462206160         462263666         462319401         462376575         462444449         462508201         462560186         462614165         462668948         462722604         462778770         462835588         462890575         462940099   
448109744      448234666         448352260         461020083         462044611         462138124         462206210         462263880         462319419         462376898         462444498         462508359         462560194         462614298         462668955         462722687         462778788         462835703         462890583         462940230   
448109751      448234708         448352310         461024424         462044637         462138173         462206228         462263906         462319468         462376906         462444506         462508375         462560202         462614306         462668963         462722711         462778796         462835711         462890591         462940248   
448109777      448234831         448352328         461026007         462044645         462138199         462206277         462263948         462319476         462376914         462444605         462508391         462560335         462614314         462669003         462722737         462778804         462835729         462890641         462940313   
448109793      448234864         448352526         461028185         462044868         462138272         462206558         462263955         462319609         462376930         462444878         462508466         462560541         462614330         462669144         462722745         462777244         462835737         462890807         462940354   
448109819      448234948         448352575         461028920         462044876         462138348         462206566         462264003         462319617         462376971         462444910         462508482         462560566         462614355         462669177         462722752         462777251         462835752         462890880         462940370   
448109843      448235127         448352666         461033920         462044884         462138371         462206632         462264078         462319633         462377029         462444928         462508490         462560582         462614363         462669185         462722760         462777277         462835778         462890898         462940396   
448109967      448235341         448352716         461038655         462044900         462138660         462206640         462264201         462319666         462377136         462444993         462506379         462560608         462614470         462669201         462722927         462777301         462835927         462890930         462940545   
448110031      448235390         448352732         461040248         462044934         462138678         462206657         462264227         462319674         462377151         462445016         462506437         462560616         462614488         462669219         462722935         462777335         462835935         462890955         462940578   
448110155      448235440         448352773         461040537         462044942         462138686         462206681         462264235         462319708         462377185         462445040         462506452         462560624         462614496         462669227         462722943         462777343         462835943         462890971         462940636   
448110304      448235465         448353110         461041055         462045188         462138728         462204462         462264284         462319849         462377201         462445230         462506486         462560749         462614512         462669383         462722950         462777491         462835976         462891128         462940644   
448110395      448235515         448353128         461043440         462045196         462138744         462204488         462264367         462319864         462377235         462445255         462506502         462560780         462614520         462669391         462722968         462777517         462835984         462891144         462940701   
448110403      448235523         448353268         461044240         462045279         462138793         462204546         462264375         462319880         462377276         462445321         462506544         462560798         462614553         462669433         462722976         462777525         462836008         462891151         462940768   
448110411      448231464         448353284         461055428         462045295         462139056         462204553         462264508         462319906         462377540         462445339         462506809         462560806         462614645         462669466         462723107         462777541         462836065         462891185         462940891   
448110445      448231480         448353334         461057028         462045311         462139064         462204579         462264516         462319922         462377573         462445354         462506817         462560822         462614652         462669490         462723123         462777566         462836099         462891201         462940933   
448110528      448231670         448353367         461057481         462045329         462139163         462204611         462264540         462319930         462377599         462445388         462506825         462560830         462614660         462669516         462723131         462777574         462836123         462891219         462940966   
448111047      448231704         448353656         461058356         462045568         462139189         462204769         462264615         462320060         462377623         462445552         462506866         462560848         462614702         462669813         462723180         462777657         462836131         462891300         462940990   
448111070      448231787         448353672         461058877         462045584         462139197         462204785         462264698         462320136         462377631         462445610         462506882         462560855         462614710         462669821         462723198         462777665         462836164         462891334         462941022   
448111187      448231795         448353706         461059073         462045592         462139239         462204793         462264706         462320177         462377706         462445644         462506890         462560871         462614736         462669839         462723206         462777681         462836172         462891342         462941030   
448111237      448231951         448353771         461076531         462045600         462139486         462204801         462264714         462320185         462377888         462445693         462507096         462560897         462614843         462669854         462723412         462777715         462836370         462891383         462941287   
448111328      448232017         448353797         461077851         462045709         462139528         462204819         462264748         462320201         462377904         462445719         462507120         462560939         462614850         462669862         462723446         462777723         462836388         462891409         462941303   
448111385      448232165         448353813         461080228         462045725         462139551         462204843         462264771         462320219         462377920         462445727         462507161         462560962         462614876         462669870         462723495         462777731         462836396         462891425         462941311   
448111856      448232371         448353854         461082760         462045956         462139569         462205014         462264797         462320300         462377938         462446121         462507187         462561051         462614884         462670076         462723503         462777863         462836404         462889684         462941329   
448112003      448232389         448353904         461085540         462045964         462139601         462205055         462264821         462320334         462377953         462446139         462507211         462561093         462614900         462670100         462723529         462777897         462836420         462889692         462941345   
448112094      448232488         448353912         461086142         462046012         462139676         462205063         462264839         462320342         462377995         462446154         462507260         462561101         462614918         462670134         462723537         462777921         462836446         462889718         462941360   
448112169      448232736         448353946         461093478         462046020         462139932         462205089         462265026         462320383         462378134         462446238         462507393         462561119         462613431         462670175         462723685         462777939         462836537         462889726         462941592   
448112235      448232751         448353995         461094708         462046095         462139973         462205097         462265083         462320391         462378142         462446253         462507435         462561127         462613472         462670209         462723701         462777947         462836552         462889734         462941600   
448112243      448232843         448354019         461096471         462046152         462139981         462205121         462265141         462320425         462378167         462446295         462507443         462561143         462613480         462670233         462723719         462777954         462836578         462889759         462941634   
448112631      448232850         448354324         461097529         462046376         462140047         462205311         462265158         462318627         462378183         462446451         462507450         462561358         462613506         462670480         462723735         462778150         462836636         462889882         462941642   
448112649      448232868         448354340         461098618         462046418         462140088         462205329         462265166         462318635         462378191         462446469         462507500         462561374         462613530         462670506         462723743         462778184         462836669         462889932         462941675   
448112656      448232926         448354423         461098642         462046509         462140112         462205352         462265182         462318643         462378217         462446485         462507526         462561390         462613555         462670530         462723792         462778192         462836693         462889940         462941683   
448112698      448233304         448354456         460979412         462046558         462140427         462205394         462265380         462318684         462378357         462446501         462507773         462561408         462613704         462670548         462723933         462778200         462836792         462889965         462941725   
448112771      448233338         448354464         460979669         462046574         462140435         462205428         462265406         462318700         462378423         462446576         462507807         462561416         462613738         462670597         462723941         462778218         462836800         462889981         462941741   
448112854      448233395         448354514         460980600         462046640         462140468         462205436         462265422         462318759         462378472         462446592         462507815         462561424         462613746         462670647         462723966         462778242         462836818         462890005         462941758   
448113258      448233478         448354829         460981574         462046871         462140476         462205618         462265448         462318924         462378498         462446766         462507823         462561515         462613787         462670654         462724006         462778465         462836826         462890146         462941766   
448113266      448233494         448354852         460983703         462046947         462140492         462205626         462265489         462318957         462378530         462446774         462507831         462561531         462613795         462670670         462724014         462778473         462836842         462890161         462941774   
448113308      448233544         448354860         460983760         462046988         462140518         462205642         462265497         462318973         462378571         462446782         462507849         462561556         462613803         462670688         462724055         462778481         462836859         462890179         462941790   
448113340      448233841         448354878         460995590         462046996         462140633         462205667         462265604         462318999         462378621         462446840         462508029         462561564         462613936         462670704         462724238         462778507         462836941         462890187         462941899   
448113407      448233908         448354910         460997133         462047002         462140666         462205683         462265620         462319005         462378639         462446907         462508037         462561572         462613944         462670712         462724261         462778523         462836966         462890203         462941923   
448113431      448233916         448354936         460998438         462047036         462140674         462205733         462265695         462319054         462378670         462446915         462508086         462561580         462613951         462670738         462724311         462778531         462836990         462890211         462941931   
448113761      448233940         448355131         461002669         462047044         462140716         462205956         462265711         462319203         462378688         462447152         462508102         462561846         462613977         462670886         462724337         462778655         462837006         462890351         462941972   
448113837      448233965         448355156         461002941         462047051         462140724         462206012         462265729         462319237         462378712         462447301         462508110         462561861         462613993         462670902         462724378         462778671         462837048         462890377         462941980   
448113936      448233981         448355222         461005993         462047093         462140740         462206038         462265737         462319245         462378787         462447319         462508128         462561887         462614009         462670936         462724386         462778689         462837121         462890385         462941998   
448113993      448234351         448355271         461013146         462047119         462140856         462206079         462266230         462319336         462378910         462447392         462508235         462561903         462614199         462670944         462722612         462778697         462837246         462890393         462942137   
448114033      448234385         448355305         461013427         462047135         462140864         462206103         462266339         462319344         462378928         462447434         462508268         462561911         462614207         462670969         462722638         462778721         462837253         462890443         462942145   
448114074      448234443         448355370         461013468         462047168         462140872         462206111         462266354         462319351         462378951         462447475         462508292         462561945         462614215         462670977         462722646         462778747         462837279         462890468         462942152   
448114371      448234450         448355834         461014367         462047481         462140898         462206301         462266362         462319484         462378969         462444613         462508300         462562109         462614249         462671066         462722653         462778820         462837287         462890708         462942186   
448114439      448234492         448355883         461015539         462047531         462140906         462206459         462266396         462319518         462378977         462444639         462508318         462562117         462614256         462671082         462722661         462778838         462837295         462890724         462942202   
448114504      448234641         448355891         461018384         462047549         462140914         462206483         462266438         462319542         462378993         462444746         462508326         462562125         462614280         462671116         462722679         462778846         462837303         462890732         462942228   
448114520      448235143         448355958         461034423         462047556         462138470         462206491         462266537         462319575         462379165         462444811         462508516         462562141         462614389         462671165         462722778         462778853         462837469         462890740         462942467   
448114579      448235184         448356089         461034613         462047630         462138496         462206517         462266578         462319583         462379199         462444852         462508540         462562166         462614397         462671199         462722794         462778861         462837519         462890757         462942475   
448114645      448235259         448356147         461035123         462047671         462138512         462206525         462266586         462319591         462379207         462444860         462508565         462562190         462614405         462671215         462722844         462778879         462837535         462890765         462942483   

 


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448110189      448235283         448356469         461035461         462048091         462138546         462206749         462266636         462319716         462379215         462445065         462508599         462562372         462614413         462671355         462722869         462778887         462837543         462891003         462942509   
448110205      448235291         448356485         461037129         462048158         462138587         462206764         462266693         462319732         462379256         462445081         462508623         462562380         462614454         462671371         462722877         462778895         462837550         462891011         462942525   
448110221      448235317         448356527         461038234         462048240         462138603         462206772         462266735         462319773         462379298         462445099         462508631         462562398         462614462         462671405         462722893         462778911         462837568         462891029         462942541   
448110262      448235531         448356642         461044729         462048299         462138835         462206806         462266941         462319799         462379520         462445123         462508656         462562406         462614561         462671421         462722984         462778952         462837691         462891045         462942673   
448110288      448235663         448356659         461048837         462048315         462138850         462206855         462266958         462319815         462379538         462445180         462508698         462562422         462614579         462671447         462723057         462778960         462837717         462891052         462942723   
448110296      448235739         448356675         461050866         462048455         462138926         462206947         462266966         462319831         462379546         462445206         462508706         462562448         462614595         462671504         462723065         462778978         462837725         462891086         462942749   
448110536      448235747         448356998         461051179         462048802         462138942         462206996         462266974         462319948         462379553         462445404         462508730         462562687         462614611         462671652         462723073         462779075         462837741         462891227         462942756   
448110650      448235762         448357012         461052979         462048851         462138959         462207051         462267048         462319955         462379561         462445412         462508755         462562752         462614629         462671678         462723081         462779109         462837766         462891235         462942772   
448110791      448235812         448357038         461053134         462048893         462139007         462207077         462267055         462319997         462379579         462445461         462508789         462562760         462614637         462671710         462723099         462779117         462837774         462891243         462942780   
448110858      448235820         448357251         461060410         462048935         462139288         462207150         462267220         462320029         462379686         462445479         462508987         462562778         462614751         462671736         462723230         462779141         462836255         462891250         462942863   
448110973      448235903         448357269         461061947         462048950         462139320         462207176         462267246         462320037         462379694         462445487         462508995         462562794         462614769         462671819         462723255         462779158         462836263         462891284         462942871   
448110981      448236349         448357277         461064263         462049008         462139361         462207192         462267261         462320045         462379702         462445537         462509043         462562802         462614777         462671835         462723297         462779166         462836289         462891292         462942889   
448111500      448236380         448357582         461066458         462049248         462139395         462207416         462267303         462320235         462379710         462445750         462509050         462560988         462614793         462671991         462723321         462779257         462836313         462891433         462942905   
448111534      448236398         448357590         461067050         462049289         462139460         462207457         462267329         462320250         462379736         462445909         462509100         462560996         462614801         462672015         462723354         462779265         462836321         462891458         462942939   
448111575      448236455         448357640         461074056         462049305         462139478         462207499         462267360         462320268         462379744         462445958         462509126         462561002         462614819         462672056         462723362         462779273         462836347         462891466         462942954   
448111674      448236836         448357673         461088007         462049339         462139726         462207515         462264854         462320276         462379843         462445990         462509233         462561010         462614934         462672072         462723545         462779307         462836453         462891474         462943044   
448111773      448236851         448357749         461088783         462049354         462139734         462207523         462264888         462320284         462379850         462446022         462509241         462561036         462614942         462672098         462723560         462779323         462836461         462891482         462943051   
448111831      448237107         448357764         461089054         462049388         462139866         462207572         462264938         462320292         462379884         462446097         462509274         462561044         462614967         462672114         462723578         462779331         462836487         462891490         462943069   
448112250      448237156         448354027         461089757         462049529         462139874         462207846         462264961         462320482         462379900         462446311         462509282         462561192         462614975         462672338         462723594         462779414         462836495         462891508         462943077   
448112342      448237172         448354100         461090805         462049537         462139882         462207861         462264995         462320508         462379942         462446337         462509308         462561218         462614991         462672346         462723644         462779422         462836511         462891516         462943085   
448112375      448237222         448354142         461091381         462049545         462139908         462207887         462265018         462320524         462379959         462446360         462509324         462561226         462615006         462672387         462723651         462779430         462836529         462891565         462943101   
448112474      448237479         448354175         461098980         462049586         462140138         462207911         462265216         462320532         462380114         462446394         462509472         462561234         462615022         462672403         462723818         462779448         462836701         462891599         462943192   
448112557      448237511         448354274         461099087         462049594         462140286         462207945         462265232         462320557         462380130         462446402         462509480         462561283         462615048         462672478         462723826         462779455         462836719         462891607         462943200   
448112565      448237610         448354282         461100547         462049602         462140310         462207960         462265257         462320565         462380155         462446436         462509506         462561333         462615055         462672528         462723859         462779547         462836727         462891615         462943218   
448112904      448237669         448354522         461101610         462049776         462140351         462208067         462265299         462320581         462380197         462446618         462509514         462561432         462615071         462672635         462723867         462779786         462836735         462891680         462943226   
448112920      448237727         448354571         461102568         462049792         462140385         462208075         462265307         462320599         462380205         462446634         462509548         462561457         462615097         462672643         462723909         462779794         462836750         462891698         462943234   
448112946      448237743         448354639         461102840         462049818         462140393         462208083         462265315         462320607         462380239         462446659         462509605         462561465         462615121         462672668         462723925         462779810         462836768         462891706         462943259   
448112979      448237941         448354654         461103178         462049826         462140559         462208109         462265505         462320631         462380379         462446683         462509738         462561473         462615212         462672676         462724063         462779828         462836867         462891714         462941808   
448113019      448238014         448354738         461104564         462049842         462140575         462208166         462265521         462320664         462380429         462446709         462509746         462561481         462615220         462672692         462724089         462779836         462836891         462891722         462941832   
448113183      448238097         448354811         461104770         462049891         462140583         462208182         462265562         462320672         462380445         462446758         462509753         462561499         462615246         462672700         462724105         462779844         462836909         462891748         462941840   
448113449      448238188         448354944         461105942         462050022         462140609         462208307         462265570         462320805         462380478         462446980         462509803         462561598         462615295         462670746         462724121         462780032         462836917         462891938         462941857   
448113563      448238220         448354985         461107153         462050071         462140617         462208315         462265588         462320854         462380494         462446998         462509852         462561614         462615303         462670811         462724170         462780040         462836925         462891946         462941865   
448113621      448238279         448355016         461108151         462050089         462140625         462208323         462265596         462320920         462380510         462447012         462509860         462561655         462615311         462670837         462724204         462780073         462836933         462891953         462941881   
448113647      448238709         448355065         461114001         462050147         462140757         462208331         462265760         462320946         462378795         462447053         462509977         462561671         462615410         462670852         462724394         462780081         462837147         462892068         462942004   
448113670      448238717         448355099         461114175         462050154         462140781         462208349         462265877         462320979         462378811         462447079         462509985         462561747         462615436         462670860         462724428         462780099         462837154         462892084         462942020   
448113746      448238725         448355107         461116725         462050220         462140799         462208364         462265950         462321001         462378852         462447095         462510017         462561812         462615444         462670878         462724444         462780115         462837162         462892092         462942046   
448114082      448238758         448355404         461119422         462047184         462140807         462208505         462266057         462321159         462378860         462447509         462510033         462561978         462615451         462670993         462724469         462780248         462837188         462892183         462942053   
448114124      448238774         448355636         461119638         462047267         462140815         462208513         462266115         462321209         462378878         462447640         462510058         462562018         462615469         462671009         462724477         462780271         462837204         462892191         462942061   
448114157      448238840         448355677         461123416         462047291         462140849         462208547         462266164         462321217         462378902         462447657         462510074         462562034         462615477         462671017         462724501         462780289         462837212         462892209         462942079   
448114272      448239293         448355701         461137473         462047317         462140922         462208562         462266453         462321266         462379009         462447707         462510173         462562042         462615576         462671033         462724527         462780313         462837345         462892217         462942269   
448114306      448239335         448355719         461138356         462047358         462140930         462208588         462266461         462321282         462379017         462447756         462510181         462562067         462615584         462671041         462724535         462780339         462837360         462892258         462942301   
448114314      448239392         448355792         461139685         462047432         462140997         462208612         462266479         462321316         462379033         462447772         462510223         462562075         462615592         462671058         462724543         462780347         462837402         462892266         462942327   
448114785      448239434         448356204         461140865         462047770         462141029         462208752         462266487         462321472         462379058         462447798         462510264         462562216         462615600         462671223         462724600         462780453         462837428         462892423         462942376   
448114892      448239442         448356238         461141731         462047796         462141078         462208760         462266503         462321522         462379082         462447822         462510272         462562265         462615618         462671272         462724634         462780461         462837436         462892449         462942392   
448114926      448239467         448356253         461142051         462047838         462141086         462208885         462266529         462321530         462379140         462447830         462510298         462562299         462615634         462671280         462724675         462780479         462837451         462892456         462942442   
448114942      448240168         448356329         461146615         462047945         462141110         462208927         462266750         462321548         462379355         462447871         462510447         462562307         462615725         462671314         462724840         462780487         462837592         462892472         462942558   
448114959      448240226         448356360         461150039         462048034         462141128         462208992         462266768         462321563         462379413         462447947         462510470         462562331         462615733         462671322         462724899         462780511         462837626         462892506         462942574   
448114991      448240283         448356451         461153124         462048075         462141169         462209008         462266792         462321571         462379421         462447970         462510488         462562349         462615741         462671330         462724949         462780602         462837642         462892555         462942590   
448115014      448240325         448356766         461153876         462048463         462141177         462209198         462266875         462321704         462379488         462448184         462510561         462562513         462615766         462671512         462724964         462778986         462837659         462892688         462942608   
448115139      448240333         448356824         461156267         462048471         462141185         462209206         462266891         462321753         462379504         462448226         462510579         462562521         462615774         462671561         462724980         462779026         462837675         462892696         462942616   
448115154      448240366         448356865         461157653         462048604         462141201         462209214         462266933         462321761         462379512         462448242         462510595         462562554         462615782         462671587         462724998         462779034         462837683         462892712         462942632   
448115204      448240911         448356881         461176190         462048653         462141409         462209248         462267063         462321779         462379587         462448259         462508805         462562638         462615865         462671603         462725128         462779042         462837808         462892753         462942798   
448115303      448240952         448356949         461180630         462048703         462141417         462209263         462267089         462321787         462379595         462448267         462508821         462562653         462615873         462671629         462725144         462779059         462837816         462892761         462942806   
448115352      448241059         448356956         461180705         462048752         462141425         462209271         462267139         462321795         462379603         462448291         462508870         462562661         462615881         462671637         462725151         462779067         462837832         462892795         462942814   
448115923      448241083         448357384         461190571         462049016         462141433         462207259         462267170         462321936         462379637         462448671         462508912         462562927         462615899         462671843         462725169         462779174         462837840         462892969         462942822   
448115949      448241125         448357418         461194235         462049024         462141482         462207275         462267196         462321944         462379652         462448705         462508953         462562950         462615907         462671850         462725177         462779190         462837865         462892977         462942830   
448115972      448241182         448357509         461210593         462049065         462141516         462207325         462267212         462321951         462379678         462448739         462508961         462562968         462615915         462671918         462725193         462779208         462837899         462893009         462942848   
448116103      448236463         448357533         461260713         462049099         462141789         462207333         462267402         462321977         462379751         462448754         462509134         462562976         462615998         462671942         462725359         462779216         462837923         462893074         462942962   
448116186      448236489         448357566         461261604         462049131         462141813         462207341         462267428         462322017         462379769         462448762         462509159         462562984         462616004         462671959         462725367         462779232         462837931         462893082         462942988   
448116202      448236554         448357574         461262735         462049222         462141821         462207390         462267436         462322025         462379777         462448770         462509167         462563016         462616012         462671975         462725391         462779240         462837972         462893090         462942996   
448116459      448236687         448357871         461263287         462049412         462141847         462207606         462267493         462322181         462379793         462448861         462509175         462563024         462616020         462672122         462725417         462779349         462838038         462893215         462943002   
448116467      448236703         448357897         461263469         462049420         462141862         462207614         462267519         462322199         462379819         462448895         462509209         462563057         462616046         462672155         462725433         462779364         462838046         462893223         462943010   
448116566      448236786         448357905         461264277         462049453         462141888         462207630         462267543         462322223         462379835         462448937         462509225         462563081         462616053         462672171         462725458         462779372         462838053         462893272         462943036   

 


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448116640      448237255         448357947         461277501         462049495         462142019         462207671         462267592         462322249         462379967         462448986         462509332         462563156         462616129         462672189         462725573         462779380         462838178         462893280         462943119   
448116756      448237297         448357954         461280851         462049503         462142027         462207689         462267618         462322256         462379983         462449034         462509407         462563172         462616137         462672213         462725599         462779398         462838186         462893306         462943127   
448116814      448237313         448358010         461284184         462049511         462142035         462207762         462267659         462322264         462379991         462449091         462509423         462563198         462616152         462672312         462725615         462779406         462838210         462893314         462943135   
448117184      448237370         448358168         461289910         462049610         462142050         462207986         462267667         462322355         462380007         462449299         462509431         462563305         462616160         462672569         462725631         462779604         462838244         462891623         462943143   
448117200      448237404         448358275         461300014         462049636         462142092         462208000         462267709         462322397         462380049         462449323         462509456         462563339         462616178         462672577         462725672         462779638         462838251         462891631         462943168   
448117267      448237412         448358291         461303026         462049693         462142100         462208018         462267816         462322413         462380106         462449364         462509464         462563370         462616186         462672593         462725680         462779646         462838335         462891649         462943176   
448117275      448237750         448358416         461336455         462049727         462142258         462208026         462267956         462322421         462380262         462449372         462509621         462563412         462615139         462672601         462725813         462779661         462838475         462891656         462943275   
448117309      448237768         448358507         461340457         462049750         462142266         462208042         462267980         462322439         462380270         462449398         462509639         462563420         462615147         462672619         462725854         462779695         462838533         462891664         462943283   
448117341      448237826         448358606         461340531         462049768         462142282         462208059         462267998         462322462         462380288         462449422         462509647         462563438         462615162         462672627         462725862         462779729         462838541         462891672         462943291   
448117622      448237842         448358879         461343089         462049917         462142290         462208232         462268004         462320680         462380296         462449653         462509670         462563578         462615170         462672734         462725896         462779893         462838558         462891755         462943309   
448117853      448237875         448358887         461347809         462049925         462142308         462208240         462268012         462320698         462380346         462449661         462509704         462563636         462615196         462672742         462725904         462779901         462838582         462891789         462943333   
448117887      448237883         448358911         461351934         462049966         462142324         462208265         462268046         462320706         462380361         462449687         462509712         462563644         462615204         462672759         462725912         462779935         462838616         462891839         462943341   
448117952      448238345         448358994         461108284         462049974         462142464         462208273         462268194         462320748         462380544         462449703         462509878         462563677         462615329         462672775         462726035         462779968         462838764         462891854         462943358   
448117960      448238428         448359026         461109399         462049982         462142472         462208281         462268210         462320789         462380601         462449745         462509886         462563693         462615345         462672783         462726043         462779984         462838772         462891888         462943366   
448117986      448238444         448359042         461109936         462050006         462142480         462208299         462268244         462320797         462380619         462449760         462509894         462563719         462615352         462672809         462726068         462780008         462838806         462891920         462943374   
448118398      448238642         448359406         461110512         462050238         462142522         462208398         462268277         462321019         462380643         462449885         462509928         462563842         462615360         462672817         462726076         462780123         462838822         462892100         462943382   
448118448      448238659         448359463         461111817         462050329         462142530         462208414         462268285         462321043         462380700         462449901         462509951         462563859         462615378         462672833         462726126         462780172         462838830         462892118         462943390   
448118455      448238683         448359513         461113169         462050352         462142571         462208430         462268301         462321068         462380718         462449919         462509969         462563867         462615394         462672841         462726142         462780180         462838921         462892134         462943416   
448118463      448238907         448359554         461128035         462050360         462142787         462208455         462268459         462321084         462380734         462449943         462510082         462563875         462615485         462672874         462726357         462780214         462839028         462892159         462943523   
448118497      448238923         448359570         461128787         462050378         462142845         462208463         462268467         462321100         462380742         462449968         462510090         462563909         462615501         462672882         462726365         462780222         462839069         462892167         462943549   
448118513      448238972         448359604         461130270         462050436         462142852         462208471         462268475         462321134         462380759         462449976         462510124         462563933         462615535         462672890         462726373         462780230         462839119         462892175         462943556   
448118778      448239004         448359794         461130304         462050444         462142860         462208638         462268509         462321332         462380767         462450073         462510132         462564063         462615543         462673021         462726399         462780362         462839127         462892324         462943564   
448118802      448239061         448359810         461130460         462050451         462142902         462208646         462268517         462321340         462380783         462450099         462510157         462564071         462615550         462673039         462726415         462780370         462839135         462892340         462943580   
448118992      448239228         448359968         461135600         462050469         462143041         462208695         462268533         462321415         462380809         462450123         462510165         462564089         462615568         462673054         462726456         462780388         462839150         462892373         462943606   
448119008      448239558         448359976         461142457         462050477         462143256         462208711         462268640         462321431         462381013         462450149         462510306         462564097         462615642         462673070         462724709         462780396         462839390         462892381         462943697   
448119073      448239566         448359992         461142465         462050485         462143280         462208729         462268657         462321456         462381021         462450180         462510314         462564113         462615659         462673146         462724758         462780420         462839416         462892407         462943705   
448119081      448239624         448360057         461142531         462050501         462143306         462208737         462268699         462321464         462381096         462450206         462510330         462564121         462615675         462673153         462724782         462780438         462839457         462892415         462943721   
448119594      448239699         448360321         461145013         462050709         462143314         462209032         462268707         462321589         462381112         462448028         462510389         462564345         462615683         462673237         462724790         462780610         462839465         462892563         462943739   
448119610      448239772         448360354         461145401         462050733         462143322         462209081         462268723         462321639         462381146         462448044         462510405         462564360         462615691         462673245         462724808         462780628         462839473         462892621         462943747   
448119628      448240135         448360362         461146300         462050766         462143488         462209115         462268756         462321662         462381187         462448051         462510421         462564451         462615709         462673260         462724824         462780636         462839481         462892639         462943754   
448119677      448240655         448360503         461160202         462050782         462141243         462209149         462268921         462321670         462381492         462448069         462510603         462564485         462615808         462673294         462725003         462780644         462839648         462892647         462943820   
448119693      448240671         448360560         461160616         462050808         462141284         462209156         462269002         462321688         462381500         462448127         462510637         462564501         462615816         462673302         462725011         462780669         462839663         462892654         462943432   
448119768      448240721         448360594         461163412         462050816         462141292         462209180         462269010         462321696         462381518         462448143         462510645         462564527         462615824         462673310         462725045         462780685         462839671         462892670         462943440   
448115394      448240739         448360842         461167538         462050956         462141300         462209347         462269028         462321829         462381526         462448382         462510678         462564642         462615832         462673492         462725060         462780701         462839697         462892803         462943465   
448115428      448240762         448360883         461167637         462050964         462141342         462209362         462269036         462321837         462381542         462448390         462510686         462564659         462615840         462673518         462725078         462780743         462839705         462892845         462943473   
448115451      448240853         448361063         461172702         462050980         462141367         462209370         462269044         462321845         462381567         462448473         462510694         462564683         462615857         462673534         462725102         462780750         462839713         462892860         462943499   
448115501      448241232         448361097         461221012         462051004         462141623         462209438         462269168         462321860         462381666         462448507         462510710         462564709         462615923         462673542         462725201         462780768         462839812         462892878         462943507   
448115600      448241257         448361147         461222739         462051012         462141649         462209495         462269218         462321878         462381740         462448630         462510728         462564766         462615949         462673559         462725227         462780776         462839820         462892910         462943622   
448115709      448241323         448361238         461241176         462051038         462141664         462209511         462269226         462321894         462381757         462448663         462510751         462564774         462615956         462673617         462725235         462780826         462839846         462892928         462943630   
448116269      448241448         448361402         461247439         462051228         462141680         462209552         462269234         462322033         462381765         462448788         462510769         462564907         462615964         462673716         462725250         462780958         462839853         462893124         462943648   
448116293      448241455         448361444         461248205         462051244         462141698         462209586         462269275         462322058         462381773         462448796         462510801         462564923         462615972         462673732         462725268         462780974         462839879         462893132         462943655   
448116301      448241471         448361485         461252355         462051269         462141730         462209602         462269283         462322066         462381781         462448804         462510819         462564931         462615980         462673807         462725276         462780982         462839887         462893173         462943671   
448116335      448241489         448361600         461265654         462051285         462141896         462209610         462269366         462322108         462381922         462448812         462510959         462564949         462616061         462673823         462725466         462781014         462838061         462893181         462943689   
448116343      448241604         448361659         461267932         462051301         462141904         462209636         462269374         462322124         462381930         462448846         462510967         462564956         462616079         462673831         462725482         462781022         462838087         462893199         462943762   
448116376      448241653         448361683         461268294         462051319         462141938         462209669         462269408         462322165         462382011         462448853         462511031         462564964         462616087         462673856         462725508         462781097         462838095         462893207         462943770   
448116863      448241679         448361915         461272338         462051442         462141953         462209842         462269416         462322272         462382029         462449141         462511056         462563206         462616095         462674037         462725516         462781279         462838111         462893322         462943788   
448116947      448241711         448361931         461274045         462051459         462141961         462209867         462269440         462322298         462382060         462449158         462511064         462563248         462616103         462674045         462725540         462781303         462838145         462893330         462943796   
448117077      448241745         448361956         461276313         462051517         462142001         462209925         462269473         462322306         462382086         462449166         462511114         462563255         462616111         462674060         462725565         462781311         462838152         462893355         462943804   
448117101      448242016         448361964         461303729         462051525         462142126         462209958         462267840         462322314         462382219         462449208         462511254         462563271         462616194         462674078         462725714         462781329         462838343         462893363         462943812   
448117135      448242099         448362004         461320384         462051673         462142134         462209982         462267857         462322330         462382227         462449257         462511262         462563289         462616210         462674086         462725722         462781337         462838368         462893397      
448117150      448242172         448362053         461321440         462051699         462142167         462210006         462267865         462322348         462382243         462449265         462511304         462563297         462616228         462674102         462725730         462781345         462838376         462893413      
448117457      448242206         448358630         461326449         462051939         462142183         462210154         462267881         462322488         462382268         462449463         462511320         462563446         462616236         462674276         462725748         462781535         462838434         462893447      
448117523      448242214         448358697         461327306         462051954         462142191         462210162         462267915         462322512         462382276         462449471         462511346         462563453         462616251         462674284         462725755         462781543         462838442         462893454      
448117564      448242388         448358721         461334831         462051962         462142225         462210188         462267949         462322520         462382284         462449489         462511429         462563479         462616277         462674300         462725797         462781568         462838459         462893470      
448117572      448242792         448358747         461356255         462051988         462142332         462210220         462268095         462322546         462382367         462449505         462511536         462563495         462616285         462674318         462725938         462781584         462838624         462893488      
448117580      448242818         448358762         461357501         462052036         462142381         462210238         462268111         462322553         462382375         462449562         462511551         462563552         462616293         462674326         462725953         462781634         462838632         462893512      
448117606      448242859         448358853         461359374         462052176         462142399         462210253         462268137         462322561         462382383         462449638         462511627         462563560         462616319         462674334         462725961         462781642         462838707         462893520      
448118000      448242966         448359224         461361982         462052473         462142407         462210329         462268145         462322579         462382409         462449778         462511650         462563727         462616327         462674458         462725987         462781832         462838715         462893652      
448118018      448243006         448359315         461363202         462052564         462142423         462210345         462268178         462322595         462382441         462449786         462511692         462563750         462616343         462674466         462726019         462781840         462838749         462893678      
448118190      448243022         448359323         461366700         462052580         462142456         462210402         462268186         462322603         462382466         462449794         462511718         462563784         462616350         462674482         462726027         462781907         462838756         462893686      
448118240      448243386         448359364         461368128         462052598         462142589         462210410         462268319         462322611         462382615         462449810         462511858         462563800         462616442         462674508         462726217         462781915         462838939         462893728      
448118315      448243428         448359372         461371163         462052622         462142639         462210436         462268368         462322629         462382623         462449828         462511866         462563818         462616459         462674516         462726241         462781949         462838954         462893736      
448118372      448243436         448359380         461375990         462052663         462142688         462210485         462268400         462322645         462382664         462449836         462511874         462563826         462616467         462674524         462726258         462781956         462838988         462893751      

 


Loan
Number
   Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
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Number
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Number
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Number
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Number
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Number
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Number
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448118539      448243493         448359612         461379562         462053067         462142704         462210634         462268418         462322744         462382706         462449992         462511908         462563966         462616475         462672908         462726266         462782095         462838996         462893876      
448118596      448243576         448359620         461381683         462053190         462142712         462210709         462268434         462322751         462382722         462450008         462511932         462563974         462616483         462672957         462726282         462782103         462839002         462893918      
448118653      448243600         448359638         461383390         462053232         462142753         462210733         462268442         462322769         462382755         462450016         462511957         462563990         462616491         462672965         462726340         462782111         462839010         462893934      
448118661      448243923         448359679         461393639         462053281         462143082         462210774         462268541         462322777         462380825         462450024         462512179         462564030         462616582         462672973         462726498         462782129         462839192         462893942      
448118703      448243964         448359687         461396095         462053323         462143090         462210782         462268558         462322785         462380882         462450040         462512203         462564048         462616590         462672999         462726514         462782137         462839267         462893983      
448118711      448243972         448359745         461397317         462053331         462143199         462210857         462268566         462322793         462380916         462450065         462512229         462564055         462616608         462673013         462726522         462782152         462839291         462893991      
448119123      448244061         448360073         461398653         462050527         462143207         462211285         462268574         462322876         462380932         462450255         462512237         462564139         462616616         462673161         462726571         462782285         462839309         462894114      
448119214      448244087         448360156         461400103         462050568         462143231         462211319         462268616         462322884         462380981         462450263         462512260         462564238         462616624         462673179         462726589         462782319         462839325         462894122      
448119321      448244129         448360172         461400301         462050584         462143249         462211327         462268624         462322892         462380999         462450339         462512278         462564261         462616632         462673187         462726654         462782327         462839382         462894130      
448119347      448244517         448360248         461425340         462050600         462143538         462211517         462268772         462322926         462381211         462450347         462512385         462564295         462616772         462673203         462726662         462782335         462839499         462894155      
448119354      448244616         448360255         461425589         462050659         462143546         462211533         462268848         462322934         462381278         462450354         462512393         462564303         462616780         462673211         462726688         462782400         462839523         462894171      
448119487      448244657         448360263         461425720         462050683         462143579         462211582         462268855         462322942         462381344         462450396         462512419         462564311         462616798         462673229         462726712         462782434         462839531         462894197      
448119800      448244715         448360727         461426116         462050840         462143595         462211756         462268871         462323031         462381377         462450438         462512450         462564550         462616806         462673336         462726720         462782608         462839556         462894338      
448119826      448244830         448360743         461426413         462050857         462143645         462211764         462268897         462323049         462381450         462450479         462512468         462564568         462616814         462673344         462726761         462782640         462839572         462894353      
448119842      448244855         448360784         461427411         462050865         462143835         462211798         462268913         462323056         462381476         462450511         462512492         462564576         462616863         462673419         462726811         462782657         462839598         462894361      

 


SCHEDULE B-1

REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE SERVICER

REGARDING THE RECEIVABLES

1. Characteristics of Receivables. Each Receivable (A) was originated (i) by AmeriCredit or (ii) by a Dealer and purchased by AmeriCredit from such Dealer under an existing Dealer Agreement or pursuant to a Dealer Assignment with AmeriCredit and was validly assigned by such Dealer to AmeriCredit pursuant to a Dealer Assignment, (B) was originated by AmeriCredit or such Dealer for the retail sale of a Financed Vehicle in the ordinary course of AmeriCredit’s or the Dealer’s business, in each case (i) was originated in accordance with AmeriCredit’s credit policies and (ii) was fully and properly executed by the parties thereto, and (iii) AmeriCredit and, to the best of the Seller’s and the Servicer’s knowledge, each Dealer had all necessary licenses and permits to originate Receivables in the state where AmeriCredit or each such Dealer was located, (C) contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for realization against the collateral security, and (D) has not been amended or collections with respect to which waived, other than as evidenced in the Receivable File or the Servicer’s electronic records relating thereto.

2. Compliance with Law. All requirements of applicable federal, state and local laws, and regulations thereunder (including, without limitation, usury laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the Federal Reserve Board’s Regulations “B” and “Z” (including amendments to the Federal Reserve’s Official Staff Commentary to Regulation Z, effective October 1, 1998, concerning negative equity loans), the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Servicemembers Civil Relief Act, each applicable state Motor Vehicle Retail Installment Sales Act, the Gramm-Leach-Bliley Act and state adaptations of the National Consumer Act and of the Uniform Consumer Credit Code and other consumer credit laws and equal credit opportunity and disclosure laws) in respect of the Receivables and the Financed Vehicles, have been complied with in all material respects.

3. Binding Obligation. Each Receivable represents the genuine, legal, valid and binding payment obligation of the Obligor thereon, enforceable by the holder thereof in accordance with its terms, except (A) as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law and (B) as such Receivable may be modified by the application after the Cutoff Date of the Servicemembers Civil Relief Act, as amended; and, to the best of the Seller’s and the Servicer’s knowledge, all parties to each Receivable had full legal capacity to execute and deliver such Receivable and all other documents related thereto and to grant the security interest purported to be granted thereby.

4. Schedule of Receivables. The information set forth in the Schedule of Receivables has been produced from the Electronic Ledger and was true and correct in all material respects as of the close of business on the Cutoff Date.

 

SCH-B-1-1


5. Marking Records. Each of AmeriCredit and the Seller agree that the Receivables have been sold to the Trust pursuant to the Sale and Servicing Agreement and Granted to the Trust Collateral Agent pursuant to the Indenture. Further, AmeriCredit has indicated in its computer files that the Receivables are owned by the Trust.

6. Chattel Paper. The Receivables constitute “tangible chattel paper” or “electronic chattel paper” within the meaning of the UCC.

7. One Original. There is only one original executed copy (or with respect to “electronic chattel paper”, one authoritative copy) of each Contract. With respect to Contracts that are “electronic chattel paper”, each authoritative copy (a) is unique, identifiable and unalterable (other than with the participation of the Trust Collateral Agent in the case of an addition or amendment of an identified assignee and other than a revision that is readily identifiable as an authorized or unauthorized revision), (b) has been marked with a legend to the following effect: “Authoritative Copy” and (c) has been communicated to and is maintained by or on behalf of the Custodian.

8. Not an Authoritative Copy. With respect to Contracts that are “electronic chattel paper”, the Servicer has marked all copies of each such Contract other than an authoritative copy with a legend to the following effect: “This is not an authoritative copy.”

9. Revisions. With respect to Contracts that are “electronic chattel paper”, the related Receivables have been established in a manner such that (a) all copies or revisions that add or change an identified assignee of the authoritative copy of each such Contract must be made with the participation of the Trust Collateral Agent and (b) all revisions of the authoritative copy of each such Contract are readily identifiable as an authorized or unauthorized revision.

10. Pledge or Assignment. With respect to Contracts that are “electronic chattel paper”, the authoritative copy of each Contract communicated to the Custodian has no marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Trust Collateral Agent.

11. Receivable Files Complete. There exists a Receivable File pertaining to each Receivable. Related documentation concerning the Receivable, including any documentation regarding modifications of the Contract, will be maintained electronically by the Servicer in accordance with customary policies and procedures. With respect to any Receivables that are tangible chattel paper, the complete Receivable File for each Receivable currently is in the possession of the Custodian.

12. Receivables in Force. No Receivable has been satisfied, or, to the best of the Seller’s and the Servicer’s knowledge, subordinated or rescinded, and the Financed Vehicle securing each such Receivable has not been released from the lien of the related Receivable in whole or in part. No terms of any Receivable have been waived, altered or modified in any respect since its origination, except by instruments or documents identified in the Receivable File or the Servicer’s electronic records.

13. Good Title. Immediately prior to the conveyance of the Receivables to the Trust pursuant to this Agreement, the Seller was the sole owner thereof and had good and indefeasible

 

SCH-B-1-2


title thereto, free of any Lien and, upon execution and delivery of this Agreement by the Seller, the Trust shall have good and indefeasible title to and will be the sole owner of such Receivables, free of any Lien. The Seller has not taken any action to convey any right to any Person that would result in such Person having a right to payments received under the related Insurance Policies or the related Dealer Agreements or Dealer Assignments or to payments due under such Receivables. No Dealer has a participation in, or other right to receive, proceeds of any Receivable.

14. Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AmeriCredit in the Financed Vehicle. The Lien Certificate for each Financed Vehicle shows, or AmeriCredit has commenced procedures that will result in such Lien Certificate which will show, AmeriCredit named (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. Immediately after the sale, transfer and assignment by the Seller to the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). To the best of the Seller’s and the Servicer’s knowledge, as of the Cutoff Date, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related Receivable.

15. Receivable Not Assumable. No Receivable is assumable by another Person in a manner which would release the Obligor thereof from such Obligor’s obligations to the owner thereof with respect to such Receivable.

16. No Defenses. No Receivable is subject to any right of rescission, setoff, counterclaim or defense, including the defense of usury, and the operation of any of the terms of any Receivable, or the exercise of any right thereunder, will not render such Receivable unenforceable in whole or in part and no such right has been asserted or threatened with respect to any Receivable.

17. No Default. There has been no default, breach, or, to the knowledge of the Seller and Servicer, violation or event permitting acceleration under the terms of any Receivable (other than payment delinquencies of not more than 30 days), and, to the best of the Seller’s and the Servicer’s knowledge, no condition exists or event has occurred and is continuing that with notice, the lapse of time or both would constitute a default, breach, violation or event permitting acceleration under the terms of any Receivable, and there has been no waiver of any of the foregoing.

18. Insurance. At the time of an origination of a Receivable by AmeriCredit or a Dealer, each Financed Vehicle is required to be covered by a comprehensive and collision insurance policy, and each Receivable permits the holder thereof to obtain physical loss and damage insurance at the expense of the Obligor if the Obligor fails to do so.

 

SCH-B-1-3


19. Certain Characteristics of the Receivables.

(A) Each Receivable had a remaining maturity, as of the Cutoff Date, of not less than 3 months and not more than 75 months.

(B) Each Receivable had an original maturity, as of the Cutoff Date, of not less than 3 months and not more than 75 months.

(C) Each Receivable had a remaining Principal Balance, as of the Cutoff Date, of at least $250 and not more than $85,000.

(D) Each Receivable had an Annual Percentage Rate, as of the Cutoff Date, of at least 1% and not more than 33%.

(E) No Receivable was more than 30 days past due as of the Cutoff Date.

(F) Each Receivable arose under a Contract that is governed by the laws of the United States or any State thereof.

(G) Each Obligor had a billing address in the United States as of the date of origination of the related Receivable.

(H) Each Receivable is denominated in, and each Contract provides for payment in, United States dollars.

(I) Each Receivable arose under a Contract that is assignable without the consent of, or notice to, the Obligor thereunder, and does not contain a confidentiality provision that purports to restrict the ability of the Servicer to exercise its rights under the Sale and Servicing Agreement, including, without limitation, its right to review the Contract. Each Receivable prohibits the sale or transfer of the Financed Vehicle without the consent of the Servicer.

(J) Each Receivable arose under a Contract with respect to which AmeriCredit has performed all obligations required to be performed by it thereunder.

(K) No automobile related to a Receivable was held in repossession inventory as of the Cutoff Date.

(L) The Servicer’s records do not indicate that any Obligor was in bankruptcy as of the Cutoff Date.

(M) No Obligor is the United States of America or any State or any agency, department, subdivision or instrumentality thereof.

20. Prepayment. Each Receivable allows for prepayment and partial prepayments without penalty.

 

SCH-B-1-4


SCHEDULE B-2

REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE SERVICER

REGARDING THE POOL OF RECEIVABLES

1. Adverse Selection. No selection procedures adverse to the Noteholders were utilized in selecting the Receivables from those receivables owned by the Seller which met the selection criteria set forth in clauses (A) through (M) of number 19 of Schedule B-1.

2. All Filings Made. All filings (including, without limitation, UCC filings (including, without limitation, the filing by the Seller of all appropriate financing statements in the proper filing office in the State of Nevada under applicable law in order to perfect the security interest in the Receivables granted to the Trust hereunder)) required to be made by any Person and actions required to be taken or performed by any Person in any jurisdiction to give the Trust and the Trust Collateral Agent a first priority perfected lien on, or ownership interest in, the Receivables and the proceeds thereof and the Other Conveyed Property have been made, taken or performed.

3. Consumer Leases. No Receivable in the pool constitutes a “consumer lease” under either (a) the UCC as in effect in the jurisdiction the law of which governs the Receivable or (b) the Consumer Leasing Act, 15 USC 1667.

 

SCH-B-2-1


EXHIBIT A

SERVICER’S CERTIFICATE

EX-10.1 6 d317641dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

PURCHASE AGREEMENT

between

AFS SENSUB CORP.

Purchaser

and

AMERICREDIT FINANCIAL SERVICES, INC.

Seller

Dated as of January 11, 2017

 


TABLE OF CONTENTS

 

        

Page

 
ARTICLE I. DEFINITIONS      1   

SECTION 1.1

 

General

     1   

SECTION 1.2

 

Specific Terms

     1   

SECTION 1.3

 

Usage of Terms

     2   

SECTION 1.4

 

[Reserved]

     2   

SECTION 1.5

 

No Recourse

     2   

SECTION 1.6

 

Action by or Consent of Noteholders and Certificateholder

     2   
ARTICLE II. CONVEYANCE OF THE RECEIVABLES AND THE OTHER CONVEYED PROPERTY      3   

SECTION 2.1

 

Conveyance of the Receivables and the Other Conveyed Property

     3   
ARTICLE III. REPRESENTATIONS AND WARRANTIES      4   

SECTION 3.1

 

Representations and Warranties of Seller

     4   

SECTION 3.2

 

Representations and Warranties of Purchaser

     6   
ARTICLE IV. COVENANTS OF SELLER      8   

SECTION 4.1

 

Protection of Title of Purchaser

     8   

SECTION 4.2

 

Other Liens or Interests

     9   

SECTION 4.3

 

Costs and Expenses

     10   

SECTION 4.4

 

Indemnification

     10   
ARTICLE V. REPURCHASES      11   

SECTION 5.1

 

Repurchase of Receivables upon Breach

     11   

SECTION 5.2

 

Reassignment of Purchased Receivables

     12   

SECTION 5.3

 

Waivers

     13   
ARTICLE VI. MISCELLANEOUS      13   

SECTION 6.1

 

Liability of Seller

     13   

SECTION 6.2

 

Merger or Consolidation of Seller or Purchaser

     13   

SECTION 6.3

 

Limitation on Liability of Seller and Others

     13   

SECTION 6.4

 

Seller May Own Notes or the Certificate

     14   

SECTION 6.5

 

Amendment

     14   

SECTION 6.6

 

Notices

     15   

SECTION 6.7

 

Merger and Integration

     15   

SECTION 6.8

 

Severability of Provisions

     15   

SECTION 6.9

 

Intention of the Parties

     15   

SECTION 6.10

 

Governing Law

     16   

SECTION 6.11

 

Counterparts

     16   

SECTION 6.12

 

Conveyance of the Receivables and the Other Conveyed Property to the Issuer

     16   

SECTION 6.13

 

Nonpetition Covenant

     16   

 

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SCHEDULES

Schedule A — Schedule of Receivables

Schedule B-1 — Representations and Warranties of the Seller Regarding the Receivables

Schedule B-2 — Representations and Warranties of the Seller Regarding the Pool of Receivables

 

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PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT, dated as of January 11, 2017, executed between AFS SenSub Corp., a Nevada corporation, as purchaser (“Purchaser”) and AmeriCredit Financial Services, Inc., a Delaware corporation, as Seller (“Seller”).

W I T N E S S E T H :

WHEREAS, Purchaser has agreed to purchase from the Seller, and the Seller, pursuant to this Agreement, is transferring to Purchaser the Receivables and Other Conveyed Property.

NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter contained, and for other good and valuable consideration, the receipt of which is acknowledged, Purchaser and the Seller, intending to be legally bound, hereby agree as follows:

ARTICLE I.

DEFINITIONS

SECTION 1.1 General. The specific terms defined in this Article include the plural as well as the singular. The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision, and Article, Section, Schedule and Exhibit references, unless otherwise specified, refer to Articles and Sections of and Schedules and Exhibits to this Agreement. Capitalized terms used herein without definition shall have the respective meanings assigned to such terms in the Sale and Servicing Agreement dated as of January 11, 2017, by and among AFS SenSub Corp., as Seller, AmeriCredit Financial Services, Inc., in its individual capacity and as Servicer, AmeriCredit Automobile Receivables Trust 2017-1, as Issuer, and The Bank of New York Mellon, as Trust Collateral Agent.

SECTION 1.2 Specific Terms. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

Agreement” shall mean this Purchase Agreement and all amendments hereof and supplements hereto.

Closing Date” means February 23, 2017.

Issuer” means AmeriCredit Automobile Receivables Trust 2017-1.

Other Conveyed Property” means all property conveyed by the Seller to the Purchaser pursuant to Section 2.1(a)(ii) through (viii) of this Agreement.

Owner Trustee” means Wilmington Trust Company, as Owner Trustee appointed and acting pursuant to the Trust Agreement.

Purchase Agreement Collateral” has the meaning specified in Section 6.9 of this Agreement.


Receivables” has the meaning assigned in the Sale and Servicing Agreement.

Related Documents” means the Notes, the Certificate, the Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Asset Representations Reviewer Agreement and the Underwriting Agreement. The Related Documents to be executed by any party are referred to herein as “such party’s Related Documents,” “its Related Documents” or by a similar expression.

Repurchase Event” means the occurrence of a breach of any of the Seller’s representations and warranties in Section 3.1(a) or any other event which requires the repurchase of a Receivable by the Seller, under the Sale and Servicing Agreement.

Sale and Servicing Agreement” means the Sale and Servicing Agreement referred to in Section 1.1.

Schedule of Receivables” means the Schedule of Receivables sold and transferred pursuant to this Agreement which is attached hereto as Schedule A.

Trust” means the Issuer.

Trust Collateral Agent” means The Bank of New York Mellon, as trust collateral agent and any successor trust collateral agent appointed and acting pursuant to the Sale and Servicing Agreement.

Trustee” means The Bank of New York Mellon, as trustee and any successor trustee appointed and acting pursuant to the Indenture.

SECTION 1.3 Usage of Terms. With respect to all terms used in this Agreement, the singular includes the plural and the plural the singular; words importing any gender include the other gender; references to “writing” include printing, typing, lithography, and other means of reproducing words in a visible form; references to agreements and other contractual instruments include all subsequent amendments thereto or changes therein entered into in accordance with their respective terms and not prohibited by this Agreement or the Sale and Servicing Agreement; references to Persons include their permitted successors and assigns; and the terms “include” or “including” mean “include without limitation” or “including without limitation.”

SECTION 1.4 [Reserved].

SECTION 1.5 No Recourse. Without limiting the obligations of Seller hereunder, no recourse may be taken, directly or indirectly, under this Agreement or any certificate or other writing delivered in connection herewith or therewith, against any stockholder, officer or director, as such, of Seller, or of any predecessor or successor of Seller.

SECTION 1.6 Action by or Consent of Noteholders and Certificateholder. Whenever any provision of this Agreement refers to action to be taken, or consented to, by the

 

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Noteholders or the Certificateholder, such provision shall be deemed to refer to the Noteholders or the Certificateholder, as the case may be, of record as of the Record Date immediately preceding the date on which such action is to be taken, or consent given, by Noteholders or the Certificateholder. Solely for the purposes of any action to be taken, or consented to, by Noteholders or the Certificateholder, any Note or the Certificate registered in the name of the Seller or any Affiliate thereof shall be deemed not to be outstanding; provided, however, that, solely for the purpose of determining whether the Trustee or the Trust Collateral Agent is entitled to rely upon any such action or consent, only Notes or the Certificate which the Owner Trustee or a Responsible Officer of the Trustee or the Trust Collateral Agent, respectively, has actual knowledge is so owned shall be so disregarded.

ARTICLE II.

CONVEYANCE OF THE RECEIVABLES

AND THE OTHER CONVEYED PROPERTY

SECTION 2.1 Conveyance of the Receivables and the Other Conveyed Property.

(a) Subject to the terms and conditions of this Agreement, Seller hereby sells, transfers, assigns, and otherwise conveys to Purchaser without recourse (but without limitation of its obligations in this Agreement), and Purchaser hereby purchases, all right, title and interest of Seller in and to the following described property (collectively, the “Receivables and the Other Conveyed Property”):

(i) the Receivables and all moneys received thereon after the Cutoff Date;

(ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles;

(iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables;

(iv) any proceeds received from a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement;

(v) all rights under any Service Contracts on the related Financed Vehicles;

(vi) the related Receivable Files;

(vii) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vi); and

(viii) all proceeds and investments with respect to items (i) through (vii).

 

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It is the intention of Seller and Purchaser that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and the Other Conveyed Property from Seller to Purchaser, conveying good title thereto free and clear of any Liens, and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of Seller’s estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law.

(b)    Simultaneously with the conveyance of the Receivables and the Other Conveyed Property to Purchaser, Purchaser has paid or caused to be paid to or upon the order of Seller an amount equal to the book value of the Receivables sold by Seller, as set forth on the books and records of Seller, by wire transfer of immediately available funds and the remainder as a contribution to the capital of the Purchaser (a wholly-owned subsidiary of Seller).

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

SECTION 3.1 Representations and Warranties of Seller. Seller makes the following representations and warranties as of the date hereof and as of the Closing Date on which Purchaser relies in purchasing the Receivables and the Other Conveyed Property and in transferring the Receivables and the Other Conveyed Property to the Issuer under the Sale and Servicing Agreement. Such representations are made as of the execution and delivery of this Agreement, but shall survive the sale, transfer and assignment of the Receivables and the Other Conveyed Property hereunder, and the sale, transfer and assignment thereof by Purchaser to the Issuer under the Sale and Servicing Agreement. Seller and Purchaser agree that Purchaser will assign to Issuer all Purchaser’s rights under this Agreement and that the Trustee will thereafter be entitled to enforce this Agreement against Seller in the Trustee’s own name on behalf of the Noteholders.

(a) Representations regarding the Receivables. The representations and warranties set forth on Schedule of B-1 with respect to the Receivables as of the date hereof, and as of the Closing Date, are true and correct.

(b) Representations regarding the Pool of Receivables. The representations and warranties set forth on Schedule B-2 with respect to the pool of Receivables as of the date hereof, and as of the Closing Date, are true and correct.

(c) No Fraud or Misrepresentation. To the best of the Seller’s knowledge, each Receivable that was originated by a Dealer was sold by the Dealer to the Seller and by the Seller to the Purchaser without any fraud or misrepresentation on the part of such Dealer or the Seller, respectively.

(d) Lawful Assignment. No Receivable was originated in, or is subject to the laws of, any jurisdiction the laws of which would make unlawful, void or voidable the sale, transfer and assignment of such Receivable under this Agreement or pursuant to transfers of the Notes.

(e) No Impairment. The Seller has not done anything to convey any right to any Person that would result in such Person having a right to payments due under the Receivables or

 

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otherwise to impair the rights of the Purchaser, the Trust, the Trustee, the Trust Collateral Agent and the Noteholders in any Receivable or the proceeds thereof. Other than the security interest granted to the Purchaser pursuant to this Agreement and except any other security interests that have been fully released and discharged as of the Closing Date, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Purchaser hereunder or that has been terminated. The Seller is not aware of any judgment, ERISA or tax lien filings against it.

(f) No Funds Advanced. No funds had been advanced by the Seller or anyone acting on behalf of the Seller in order to cause any Receivable to qualify under the representation and warranty set forth as clause 19(E) of Schedule B-1.

(g) Organization and Good Standing. Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaser.

(h) Due Qualification. Seller is duly qualified to do business as a foreign corporation, is in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification.

(i) Power and Authority. Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property to be sold and assigned to and deposited with Purchaser hereunder and has duly authorized such sale and assignment to Purchaser by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have been duly authorized by Seller by all necessary corporate action.

(j) No Consent Required. Seller is not required to obtain the consent of any other Person, or any consent, license, approval or authorization or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery or performance of this Agreement and the Related Documents, except for such as have been obtained, effected or made.

(k) Valid Sale; Binding Obligations. This Agreement and Seller’s Related Documents have been duly executed and delivered, shall effect a valid sale, transfer and assignment of the Receivables and the Other Conveyed Property to the Purchaser, enforceable against Seller and creditors of and purchasers from Seller; and this Agreement and Seller’s Related Documents constitute legal, valid and binding obligations of Seller enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law.

 

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(l) No Violation. The consummation of the transactions contemplated by this Agreement and the Related Documents, and the fulfillment of the terms of this Agreement and the Related Documents, shall not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice, lapse of time or both) a default under, the articles of incorporation or bylaws of Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, the Sale and Servicing Agreement and the Indenture, or violate any law, order, rule or regulation applicable to Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Seller or any of its properties.

(m) No Proceedings. There are no proceedings or investigations pending or, to Seller’s knowledge, threatened against Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over Seller or its properties (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Seller of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) seeking to affect adversely the federal income tax or other federal, state or local tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables and the Other Conveyed Property hereunder or under the Sale and Servicing Agreement.

(n) Solvency. The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Receivables, nor does the Seller anticipate any pending insolvency.

(o) True Sale. The Receivables are being transferred with the intention of removing them from Seller’s estate pursuant to Section 541 of the Bankruptcy Code, as the same may be amended from time to time.

(p) Chief Executive Office and Principal Place of Business. The chief executive office and principal place of business of Seller is located at 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102.

SECTION 3.2 Representations and Warranties of Purchaser. Purchaser makes the following representations and warranties, on which Seller relies in selling, assigning, transferring and conveying the Receivables and the Other Conveyed Property to Purchaser hereunder. Such representations are made as of the execution and delivery of this Agreement, but shall survive the sale, transfer and assignment of the Receivables and the Other Conveyed Property hereunder and the sale, transfer and assignment thereof by Purchaser to the Issuer under the Sale and Servicing Agreement.

(a) Organization and Good Standing. Purchaser has been duly organized and is validly existing and in good standing as a corporation under the laws of the State of Nevada, with the power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and has, full power, authority and legal right to acquire and own the Receivables and the Other Conveyed Property, and to transfer the Receivables and the Other Conveyed Property to the Issuer pursuant to the Sale and Servicing Agreement.

 

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(b) Due Qualification. Purchaser is duly qualified to do business as a foreign corporation, is in good standing, and has obtained all necessary licenses and approvals in all jurisdictions where the failure to do so would materially and adversely affect Purchaser’s ability to acquire the Receivables or the Other Conveyed Property, and to transfer the Receivables and the Other Conveyed Property to the Issuer pursuant to the Sale and Servicing Agreement, or the validity or enforceability of the Receivables and the Other Conveyed Property or to perform Purchaser’s obligations hereunder and under the Purchaser’s Related Documents.

(c) Power and Authority. Purchaser has the power, authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate action.

(d) No Consent Required. Purchaser is not required to obtain the consent of any other Person, or any consent, license, approval or authorization or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery or performance of this Agreement and the Related Documents, except for such as have been obtained, effected or made.

(e) Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, conservatorship, receivership, liquidation and other similar laws and to general equitable principles.

(f) No Violation. The execution, delivery and performance by Purchaser of this Agreement, the consummation of the transactions contemplated by this Agreement and the Related Documents and the fulfillment of the terms of this Agreement and the Related Documents do not and will not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of incorporation or bylaws of Purchaser, or conflict with or breach any of the terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement, mortgage, deed of trust or other instrument to which Purchaser is a party or by which Purchaser is bound or to which any of its properties are subject, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than the Sale and Servicing Agreement), or violate any law, order, rule or regulation, applicable to Purchaser or its properties, of any federal or state regulatory body, any court, administrative agency, or other governmental instrumentality having jurisdiction over Purchaser or any of its properties.

 

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(g) No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of Purchaser, threatened against Purchaser, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables and the Other Conveyed Property hereunder or the transfer of the Receivables and the Other Conveyed Property to the Issuer pursuant to the Sale and Servicing Agreement.

In the event of any breach of a representation and warranty made by Purchaser hereunder, Seller covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the Certificate, pass-through certificates or other similar securities issued by Purchaser, or a trust or similar vehicle formed by Purchaser, have been paid in full. Seller and Purchaser agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the Certificateholder.

ARTICLE IV.

COVENANTS OF SELLER

SECTION 4.1 Protection of Title of Purchaser.

(a) At or prior to the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the Receivables and the Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Trust Collateral Agent under the Indenture in the Receivables and the Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Trust Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Trust Collateral Agent may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Trust Collateral Agent to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as each may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral

 

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in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein.

(b) Seller shall not change its name, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Trust Collateral Agent on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Trust Collateral Agent at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements.

(c) Seller shall give Purchaser, the Issuer and the Trust Collateral Agent at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of America.

(d) Prior to the Closing Date, Seller has maintained accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or prior to the Closing Date, the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to Purchaser, and the conveyance of the Receivables by Purchaser to the Issuer, Seller’s master computer records (including archives) that shall refer to a Receivable indicate clearly that such Receivable has been sold to Purchaser and has been conveyed by Purchaser to the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the Receivable shall become a Purchased Receivable or a Sold Receivable or shall have been paid in full or sold pursuant to the terms of the Sale and Servicing Agreement.

(e) If at any time Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any Receivable (other than a Purchased Receivable or a Sold Receivable), shall indicate clearly that such Receivable has been sold to Purchaser, sold by Purchaser to Issuer, and is owned by the Issuer.

SECTION 4.2 Other Liens or Interests. Except for the conveyances hereunder, Seller will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on the Receivables or the Other Conveyed Property or any interest therein, and Seller shall defend the right, title, and interest of Purchaser and the Issuer in and to the Receivables and the Other Conveyed Property against all claims of third parties claiming through or under Seller.

 

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SECTION 4.3 Costs and Expenses. Seller shall pay all reasonable costs and disbursements in connection with the performance of its obligations hereunder and under its Related Documents.

SECTION 4.4 Indemnification.

(a) Seller shall defend, indemnify and hold harmless Purchaser, the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Noteholders and the Certificateholder from and against any and all costs, expenses, losses, damages, claims, and liabilities, arising out of or resulting from any breach of any of Seller’s representations and warranties contained herein.

(b) Seller shall defend, indemnify and hold harmless Purchaser, the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Noteholders and the Certificateholder from and against any and all costs, expenses, losses, damages, claims, and liabilities, arising out of or resulting from the use, ownership or operation by Seller or any affiliate thereof of a Financed Vehicle.

(c) Seller shall defend, indemnify and hold harmless Purchaser, the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Noteholders and the Certificateholder from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of or resulting from any action taken, or failed to be taken, by it in respect of any portion of the Receivables other than in accordance with this Agreement or the Sale and Servicing Agreement.

(d) Seller agrees to pay, and shall defend, indemnify and hold harmless Purchaser, the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Noteholders and the Certificateholder from and against any taxes that may at any time be asserted against Purchaser, the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Noteholders and the Certificateholder with respect to the transactions contemplated in this Agreement, including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes (but not including any taxes asserted with respect to, and as of the date of, the sale, transfer and assignment of the Receivables and the Other Conveyed Property to Purchaser and by Purchaser to the Issuer or the issuance and original sale of the Notes or issuance of the Certificate, or asserted with respect to ownership of the Receivables and Other Conveyed Property which shall be indemnified by Seller pursuant to clause (e) below, or federal, state or other income taxes, arising out of distributions on the Notes or the Certificate or transfer taxes arising in connection with the transfer of the Notes or the Certificate) and costs and expenses in defending against the same, arising by reason of the acts to be performed by Seller under this Agreement or imposed against such Persons.

(e) Seller agrees to pay, and to indemnify, defend and hold harmless Purchaser, the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Noteholders and the Certificateholder from, any taxes which may at any time be asserted against such Persons with respect to, and as of the date of, the conveyance or ownership of the Receivables or the Other Conveyed Property hereunder and the conveyance or ownership of the Receivables under the Sale and Servicing Agreement or the issuance and original sale of the Notes or the issuance of the Certificate, including, without limitation, any sales, gross receipts, personal property, tangible or intangible personal property, privilege or license taxes (but not including any federal

 

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or other income taxes, including franchise taxes, arising out of the transactions contemplated hereby or transfer taxes arising in connection with the transfer of the Notes or the Certificate) and costs and expenses in defending against the same, arising by reason of the acts to be performed by Seller under this Agreement or imposed against such Persons.

(f) Seller shall defend, indemnify, and hold harmless Purchaser, the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Noteholders and the Certificateholder from and against any and all costs, expenses, losses, claims, damages, and liabilities to the extent that such cost, expense, loss, claim, damage, or liability arose out of, or was imposed upon Purchaser, the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Noteholders or the Certificateholder through the negligence, willful misfeasance, or bad faith of Seller in the performance of its duties under this Agreement or by reason of reckless disregard of Seller’s obligations and duties under this Agreement.

(g) Seller shall indemnify, defend and hold harmless Purchaser, the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Noteholders and the Certificateholder from and against any loss, liability or expense incurred by reason of the violation by Seller of federal or state securities laws in connection with the registration or the sale of the Notes.

(h) Seller shall indemnify, defend and hold harmless Purchaser, the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Noteholders and the Certificateholder from and against any loss, liability or expense imposed upon, or incurred by, Purchaser, the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Noteholders or the Certificateholder as result of the failure of any Receivable, or the sale of the related Financed Vehicle, to comply with all requirements of applicable law.

(i) Seller shall defend, indemnify, and hold harmless Purchaser from and against all costs, expenses, losses, claims, damages, and liabilities arising out of or incurred in connection with the acceptance or performance of Seller’s trusts and duties as Servicer under the Sale and Servicing Agreement, except to the extent that such cost, expense, loss, claim, damage, or liability shall be due to the willful misfeasance, bad faith, or negligence (except for errors in judgment) of Purchaser.

(j) Seller shall indemnify the Owner Trustee and its officers, directors, successors, assigns, agents and servants jointly and severally with the Purchaser pursuant to Section 7.2 of the Trust Agreement.

Indemnification under this Section 4.4 shall include reasonable fees and expenses of counsel and expenses of litigation and shall survive payment of the Notes and the Certificate. The indemnity obligations hereunder shall be in addition to any obligation that Seller may otherwise have.

ARTICLE V.

REPURCHASES

SECTION 5.1 Repurchase of Receivables upon Breach. Upon the occurrence of a Repurchase Event, Seller shall, unless the breach which is the subject of such Repurchase

 

11


Event shall have been cured in all material respects, repurchase the Receivable relating thereto from the Issuer if and only if the interests of the Noteholders therein are materially and adversely affected by any such breach and, simultaneously with the repurchase of the Receivable, Seller shall deposit the Purchase Amount in full, without deduction or offset, to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereof, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser, the Issuer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Owner Trustee on behalf of the Certificateholder. The provisions of this Section 5.1 are intended to grant the Issuer and the Trust Collateral Agent a direct right against Seller to demand performance hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Furthermore, any Person who may request that any Receivable be repurchased by the Seller or the Purchaser in accordance with Section 3.2 of the Sale and Servicing Agreement may request that the Seller repurchase the related Receivable due to the occurrence of a Repurchase Event, in the same manner that it would request such repurchase pursuant to Section 3.2 of the Sale and Servicing Agreement. Any repurchase hereunder shall take place in the manner specified in Section 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement.

In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by Seller, Seller shall indemnify the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Noteholders and the Certificateholder from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such Repurchase Events.

SECTION 5.2 Reassignment of Purchased Receivables. Upon deposit in the Collection Account of the Purchase Amount of any Receivable repurchased by Seller under Section 5.1 hereof, Purchaser and the Issuer shall take such steps as may be reasonably requested by Seller in order to assign to Seller all of Purchaser’s and the Issuer’s right, title and interest in and to such Receivable and all security and documents and all Other Conveyed Property conveyed to Purchaser and the Issuer directly relating thereto, without recourse, representation or warranty, except as to the absence of Liens created by or arising as a result of actions of Purchaser or the Issuer. Such assignment shall be a sale and assignment outright, and not for security. If, following the reassignment of a Purchased Receivable, in any enforcement suit or legal proceeding, it is held that Seller may not enforce any such Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce the Receivable, Purchaser and the Issuer shall, at the expense of Seller, take such steps as Seller deems reasonably necessary to enforce the Receivable, including bringing suit in Purchaser’s or in the Issuer’s name.

 

12


SECTION 5.3 Waivers. No failure or delay on the part of Purchaser (or the Issuer as assignee of Purchaser, or the Trust Collateral Agent as assignee of the Issuer) or the Trustee in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other or future exercise thereof or the exercise of any other power, right or remedy.

ARTICLE VI.

MISCELLANEOUS

SECTION 6.1 Liability of Seller. Seller shall be liable in accordance herewith only to the extent of the obligations in this Agreement specifically undertaken by Seller and the representations and warranties of Seller.

SECTION 6.2 Merger or Consolidation of Seller or Purchaser. Any corporation or other entity (a) into which Seller or Purchaser may be merged or consolidated, (b) resulting from any merger or consolidation to which Seller or Purchaser is a party or (c) succeeding to the business of Seller or Purchaser, in the case of Purchaser, which corporation has a certificate of incorporation containing provisions relating to limitations on business and other matters substantively identical to those contained in Purchaser’s certificate of incorporation, provided that in any of the foregoing cases such corporation shall execute an agreement of assumption to perform every obligation of Seller or Purchaser, as the case may be, under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to Seller or Purchaser, as the case may be, hereunder (without relieving Seller or Purchaser of their responsibilities hereunder, if it survives such merger or consolidation) without the execution or filing of any document or any further action by any of the parties to this Agreement. Seller or Purchaser shall promptly inform the other party, the Issuer, the Trust Collateral Agent and the Owner Trustee and, as a condition to the consummation of the transactions referred to in clauses (a), (b) and (c) above, (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Sections 3.1 and 3.2 of this Agreement shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction) and be continuing, (ii) Seller or Purchaser, as applicable, shall have delivered written notice of such consolidation, merger or purchase and assumption to the Rating Agencies prior to the consummation of such transaction and shall have delivered to the Issuer and the Trust Collateral Agent an Officer’s Certificate of the Seller or a certificate signed by or on behalf of the Purchaser, as applicable, and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 6.2 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (iii) Seller or Purchaser, as applicable, shall have delivered to the Issuer, and the Trust Collateral Agent an Opinion of Counsel, stating, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer and the Trust Collateral Agent in the Receivables and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest.

SECTION 6.3 Limitation on Liability of Seller and Others. Seller and any director, officer, employee or agent thereof may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting

 

13


any matters arising under this Agreement. Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement or its Related Documents and that in its opinion may involve it in any expense or liability.

SECTION 6.4 Seller May Own Notes or the Certificate. Subject to the provisions of the Sale and Servicing Agreement, Seller and any Affiliate of Seller may in their individual or any other capacity become the owner or pledgee of Notes or the Certificate with the same rights as they would have if they were not Seller or an Affiliate thereof.

SECTION 6.5 Amendment.

(a) This Agreement may be amended by Seller and Purchaser without the consent of the Trust Collateral Agent, the Owner Trustee, the Certificateholder or any of the Noteholders (i) to cure any ambiguity or (ii) to correct any provisions in this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Issuer, the Owner Trustee and the Trust Collateral Agent, adversely affect in any material respect the interests of any Certificateholder, Noteholder, the Trustee or the Trust Collateral Agent and that such amendment is authorized and permitted by this Agreement.

(b) This Agreement may also be amended from time to time by Seller and Purchaser, and with the consent of the Trust Collateral Agent and, if required, the Certificateholder and the Noteholders evidencing not less than a majority of the outstanding principal amount of the Notes, in accordance with the Sale and Servicing Agreement, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, or of modifying in any manner the rights of the Certificateholder or Noteholders; provided, however, the Seller provides the Trust Collateral Agent with an Opinion of Counsel (which may be provided by the Seller’s internal counsel) that no such amendment shall increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made on any Note or the Certificate and that such amendment is authorized and permitted by this Agreement.

(c) Prior to the execution of any such amendment or consent, Seller shall have furnished written notification of the substance of such amendment or consent to each Rating Agency.

(d) It shall not be necessary for the consent of Certificateholder or Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholder or Noteholders shall be subject to such reasonable requirements as the Trust Collateral Agent may prescribe, including the establishment of record dates. The consent of a Holder of the Certificate or a Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder and on all future Holders of the Certificate or such Note and of the Certificate or any Note issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Certificate or Note.

 

14


SECTION 6.6 Notices. All demands, notices and communications to Seller or Purchaser hereunder shall be in writing, personally delivered, or sent by telecopier (subsequently confirmed in writing), reputable overnight courier or mailed by certified mail, return receipt requested, and shall be deemed to have been given upon receipt (a) in the case of Seller, to AmeriCredit Financial Services, Inc., 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102, Attention: Chief Financial Officer, or (b) in the case of Purchaser, to AFS SenSub Corp., 2215-B Renaissance Drive, Suite 10, Las Vegas, Nevada 89119, Attention: Chief Financial Officer, with a copy to AFS SenSub Corp., c/o AmeriCredit Financial Services, Inc., 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102, Attention: Chief Financial Officer, or such other address as shall be designated by a party in a written notice delivered to the other party or to the Issuer, Owner Trustee or the Trust Collateral Agent, as applicable.

SECTION 6.7 Merger and Integration. Except as specifically stated otherwise herein, this Agreement and Related Documents set forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement and the Related Documents. This Agreement may not be modified, amended, waived or supplemented except as provided herein.

SECTION 6.8 Severability of Provisions. If any one or more of the covenants, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, provisions or terms shall be deemed severable from the remaining covenants, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement.

SECTION 6.9 Intention of the Parties.

The execution and delivery of this Agreement shall constitute an acknowledgment by Seller and Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, conveying good title thereto free and clear of any Liens, from Seller to Purchaser, and that the Receivables and the Other Conveyed Property shall not be a part of Seller’s estate in the event of the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder to Seller, the Seller hereby grants to Purchaser a security interest in all of Seller’s right, title and interest in and to the following property whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Purchase Agreement Collateral”)

(a) the Receivables and all moneys received thereon after the Cutoff Date;

(b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles;

 

15


(c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables;

(d) any proceeds received from a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement;

(e) all rights under any Service Contracts on the related Financed Vehicles;

(f) the related Receivable Files;

(g) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (f); and

(h) all proceeds and investments with respect to items (a) through (g).

SECTION 6.10 Governing Law. This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, the law of the State of New York, without giving effect to its conflict of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law).

SECTION 6.11 Counterparts. For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

SECTION 6.12 Conveyance of the Receivables and the Other Conveyed Property to the Issuer. Seller acknowledges that Purchaser intends, pursuant to the Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the Closing Date. Seller acknowledges and consents to such conveyance and pledge and waives any further notice thereof and covenants and agrees that the representations and warranties of Seller contained in this Agreement and the rights of Purchaser hereunder are intended to benefit the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder. In furtherance of the foregoing, Seller covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder and that, notwithstanding anything to the contrary in this Agreement, Seller shall be directly liable to the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder (notwithstanding any failure by the Servicer or the Purchaser to perform its respective duties and obligations hereunder or under Related Documents) and that the Trust Collateral Agent may enforce the duties and obligations of Seller under this Agreement against Seller for the benefit of the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder.

SECTION 6.13 Nonpetition Covenant. Neither Purchaser nor Seller shall petition or otherwise invoke the process of any court or government authority for the purpose of

 

16


commencing or sustaining a case against the Purchaser or the Issuer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Purchaser or the Issuer or any substantial part of their respective property, or ordering the winding up or liquidation of the affairs of the Purchaser or the Issuer.

[Remainder of Page Intentionally Left Blank]

 

17


IN WITNESS WHEREOF, the parties have caused this Purchase Agreement to be duly executed by their respective officers as of the day and year first above written.

 

AFS SENSUB CORP., as Purchaser
By:  

 

Name:  
Title:  
AMERICREDIT FINANCIAL SERVICES, INC., as Seller
By:  

 

Name:  
Title:  

Accepted:

 

THE BANK OF NEW YORK MELLON,

not in its individual capacity but solely
as Trustee and Trust Collateral Agent

By:  

 

Name:  
Title:  

 

[Signature Page to Purchase Agreement]


SCHEDULE A

SCHEDULE OF RECEIVABLES

[See Attached]

 

SCH-A-1


Loan
Number
   Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
 
446313678      448120006         448245241         448360792         461442048         462050873         462143843         462211806         462269077         462323064         462381583         462450529         462512591         462564618         462617101         462673443         462726969         462782665         462839747         462894395   
447991183      448120048         448245290         448360818         461443715         462050915         462143850         462211814         462269101         462323098         462381591         462450578         462512617         462564626         462617150         462673450         462726977         462782715         462839754         462894403   
447991217      448120055         448245308         448360834         461444192         462050949         462143926         462211822         462269119         462323122         462381609         462450586         462512633         462564634         462617168         462673476         462727041         462782798         462839762         462894411   
447991233      448120071         448245316         448361246         461446734         462051053         462143934         462211954         462269127         462323205         462381633         462450750         462512690         462564790         462617192         462673625         462727058         462780859         462839788         462894528   
447991266      448120113         448245365         448361261         461448078         462051061         462143967         462211970         462269135         462323213         462381641         462450776         462512757         462564816         462617259         462673633         462727090         462780891         462839796         462894536   
447991290      448120162         448245472         448361279         461449332         462051145         462143975         462211988         462269150         462323221         462381658         462450792         462512781         462564840         462617267         462673658         462727165         462780909         462839804         462894544   
447991373      448120188         448245852         448361295         461456774         462051160         462144122         462212002         462269309         462323239         462381799         462450834         462510835         462564865         462617358         462673666         462727348         462780917         462839911         462894577   
447991399      448120246         448245860         448361311         461460420         462051194         462144189         462212010         462269317         462323247         462381823         462450859         462510843         462564873         462617366         462673674         462727397         462780933         462839929         462894593   
447991423      448120295         448245886         448361352         461462830         462051202         462144239         462212036         462269325         462323254         462381849         462450883         462510868         462564899         462617408         462673682         462727439         462780941         462839937         462894601   
447991456      448120543         448245977         448361691         461466104         462051327         462144247         462209677         462269333         462323379         462381864         462451147         462510918         462564972         462617416         462673864         462727447         462781139         462839945         462894767   
447991506      448120576         448245985         448361782         461466757         462051335         462144262         462209685         462269341         462323387         462381872         462451204         462510926         462564980         462617457         462673880         462727470         462781162         462839952         462894809   
447991548      448120667         448246025         448361790         461468753         462051343         462144304         462209693         462269358         462323395         462381898         462451220         462510934         462565003         462617465         462673906         462727496         462781170         462839960         462894817   
447991605      448120675         448241786         448361832         461477788         462051350         462144601         462209750         462269481         462323403         462382110         462451238         462511122         462565011         462617739         462673930         462727652         462781204         462839978         462894825   
447991639      448120725         448241851         448361873         461478968         462051392         462144635         462209792         462269499         462323429         462382136         462451246         462511197         462565045         462617770         462673989         462727660         462781238         462839986         462894833   
447991688      448120774         448241869         448361881         461479099         462051400         462144668         462209800         462269507         462323437         462382144         462451279         462511213         462565052         462617804         462674003         462727702         462781253         462839994         462894882   
447991746      448121004         448241927         448362137         461493249         462051715         462144684         462210048         462269531         462323551         462382151         462451469         462511221         462565086         462617812         462674110         462727777         462781360         462840000         462895012   
447991779      448121137         448241976         448362160         461495145         462051749         462144742         462210055         462269556         462323569         462382169         462451477         462511239         462565102         462617820         462674151         462727819         462781394         462840018         462895020   
447991787      448121178         448241992         448362186         461495863         462051830         462144783         462210097         462269572         462323585         462382185         462451527         462511247         462565136         462617846         462674169         462727827         462781410         462840026         462895038   
447991795      448121186         448242396         448362202         461513368         462051848         462145137         462210105         462269622         462323593         462382292         462451568         462511437         462565169         462617960         462674177         462728031         462781451         462840158         462895046   
447991803      448121228         448242594         448362236         461516957         462051905         462145160         462210139         462269630         462323601         462382300         462451592         462511445         462565177         462617978         462674185         462728049         462781477         462840166         462895079   
447991845      448121244         448242628         448362251         461518433         462051921         462145210         462210147         462269655         462323619         462382318         462451634         462511460         462565243         462617986         462674193         462728056         462781519         462840190         462895103   
447991860      448121657         448242636         448362293         461526360         462052192         462145228         462210261         462269689         462323767         462382326         462451865         462511502         462565425         462618026         462674342         462728064         462781659         462840208         462893546   
447991944      448121723         448242735         448362319         461528150         462052226         462145293         462210279         462269697         462323791         462382342         462451873         462511510         462565433         462618042         462674359         462728106         462781667         462840216         462893553   
447991969      448121798         448242784         448362350         461529612         462052267         462145350         462210287         462269705         462323874         462382359         462451899         462511528         462565441         462618059         462674367         462728163         462781683         462840224         462893595   
447991977      448121996         448243063         448362376         461571663         462052275         462145723         462210295         462269853         462323932         462382482         462451931         462511726         462565466         462616376         462674391         462728395         462781733         462840380         462893603   
447992199      448122002         448243097         448362442         461576688         462052283         462145731         462210303         462269879         462323940         462382490         462452012         462511734         462565516         462616384         462674409         462728403         462781774         462840414         462893611   
447992215      448122010         448243121         448362475         461586372         462052291         462145863         462210311         462269887         462323965         462382508         462452061         462511767         462565532         462616392         462674433         462728437         462781790         462840430         462893629   
447992249      448122333         448243212         448362806         461593824         462052770         462145871         462210493         462269903         462322660         462382524         462452244         462511809         462565656         462616400         462674540         462728445         462781964         462840455         462893777   
447992314      448122424         448243287         448362822         461596231         462052796         462145913         462210501         462269937         462322686         462382557         462452251         462511817         462565664         462616418         462674557         462728536         462781998         462840463         462893785   
447992322      448122465         448243303         448362855         461597189         462052838         462145954         462210527         462269945         462322702         462382573         462452293         462511825         462565698         462616426         462674581         462728577         462782020         462840471         462893793   
447992371      448122507         448243659         448362863         461385593         462052861         462146309         462210576         462270091         462322710         462382813         462452368         462511965         462565706         462616509         462674599         462728700         462782046         462840596         462893819   
447992470      448122515         448243675         448362939         461386765         462052937         462146325         462210592         462270141         462322728         462382870         462452376         462511999         462565714         462616517         462674607         462728718         462782053         462840604         462893835   
447992488      448122556         448243824         448362988         461388282         462052978         462146366         462210618         462270174         462322736         462382888         462452442         462512021         462565722         462616541         462674615         462728734         462782079         462840612         462893868   
447992512      448122820         448243832         448363267         461389579         462053372         462146424         462211103         462270190         462322801         462382896         462452616         462512070         462565839         462616558         462674649         462728742         462782160         462840638         462894007   
447992520      448122887         448243865         448363275         461392961         462053414         462146432         462211111         462270224         462322819         462382946         462452640         462512138         462565847         462616566         462674656         462728759         462782228         462840646         462894015   
447992546      448122929         448243881         448363333         461393563         462053455         462146440         462211194         462270273         462322835         462383027         462452673         462512146         462565904         462616574         462674714         462728783         462782236         462840653         462894023   
447992595      448122952         448244194         448363390         461406803         462053489         462146713         462211202         462270471         462322843         462383035         462452756         462512286         462565953         462616657         462674755         462728908         462782244         462840760         462894056   
447992637      448122978         448244244         448363416         461407959         462053588         462146762         462211244         462270489         462322850         462383043         462452772         462512310         462565961         462616665         462674771         462728932         462782251         462840786         462894098   
447992645      448122986         448244285         448363432         461412561         462053604         462146770         462211269         462270505         462322868         462383068         462452780         462512328         462565979         462616707         462674821         462728965         462782277         462840810         462894106   
447992660      448123216         448244319         448363861         461418675         462053646         462146804         462211632         462270547         462322959         462383076         462453044         462512336         462566126         462616723         462675000         462728999         462782459         462840828         462894213   
447992785      448123265         448244343         448363903         461418873         462053679         462146812         462211657         462270554         462322967         462383092         462453051         462512344         462566134         462616749         462675018         462729005         462782483         462840836         462894239   
447992876      448123281         448244442         448364018         461419764         462053711         462146838         462211681         462270570         462322983         462383118         462453069         462512369         462566167         462616756         462675042         462729013         462782525         462840851         462894262   
447992884      448123356         448245035         448364034         461427502         462053786         462147125         462211715         462270661         462323007         462383274         462453077         462512500         462566241         462616970         462675059         462726829         462782533         462841032         462894288   
447992918      448123380         448245076         448364083         461432254         462053794         462147133         462211731         462270679         462323015         462383282         462453085         462512526         462566258         462617002         462675075         462726852         462782558         462841057         462894312   
447992926      448123588         448245134         448364117         461432536         462053844         462147182         462211749         462270687         462323023         462383308         462453101         462512534         462566316         462617010         462675083         462726886         462782574         462841065         462894320   
447993015      448123901         448245142         448364521         461440307         462054008         462147240         462211871         462270737         462323130         462383316         462450594         462512542         462566498         462617028         462675281         462726910         462782814         462841073         462894437   
447993031      448123968         448245159         448364554         461441131         462054016         462147299         462211905         462270752         462323155         462383324         462450610         462512567         462566506         462617044         462675299         462726936         462782889         462841081         462894460   
447993049      448123992         448245225         448364588         461441917         462054032         462147315         462211913         462270760         462323163         462383332         462450636         462512575         462566530         462617093         462675315         462726951         462782913         462841107         462894478   
447993098      448124032         448245530         448364596         461449480         462054081         462143983         462211921         462270877         462323171         462383431         462450669         462512807         462566548         462617275         462675323         462727207         462783010         462841255         462894486   
447993130      448124107         448245662         448364679         461450827         462054099         462143991         462211939         462270901         462323189         462383480         462450685         462512823         462566563         462617283         462675422         462727223         462783036         462841289         462894502   
447993148      448124131         448245704         448364760         461450967         462054115         462144007         462211947         462270919         462323197         462383506         462450701         462512856         462566597         462617291         462675430         462727231         462783044         462841305         462894510   
447993213      448120394         448245738         448365270         461451130         462054370         462144015         462212069         462270927         462323270         462383514         462450891         462512864         462566720         462617309         462675562         462727249         462783051         462841313         462894650   
447993221      448120402         448245746         448365312         461451361         462054412         462144056         462212127         462270935         462323296         462383522         462450958         462512872         462566753         462617325         462675596         462727280         462783085         462841321         462894676   
447993239      448120469         448245779         448365361         461455552         462054420         462144072         462212135         462270943         462323304         462383530         462450990         462512914         462566761         462617333         462675661         462727314         462783093         462841339         462894692   
447993254      448120493         448246074         448365379         461470726         462054479         462144361         462212150         462271057         462323312         462383704         462451022         462512922         462566779         462617564         462675679         462727538         462783101         462841453         462894734   
447993379      448120501         448246090         448365445         461473217         462054487         462144387         462212176         462271081         462323338         462383720         462451048         462512930         462566787         462617572         462675687         462727561         462783184         462841487         462894742   
447993387      448120527         448246181         448365452         461475758         462054529         462144403         462212184         462271107         462323361         462383738         462451089         462512948         462566803         462617622         462675711         462727603         462783200         462841495         462894759   
447993429      448120782         448246199         448365684         461476772         462054743         462144478         462212200         462271115         462323445         462383761         462451287         462513003         462566944         462617648         462675885         462727611         462783390         462841511         462894916   
447993494      448120790         448246223         448365718         461477168         462054776         462144486         462212242         462271123         462323478         462383779         462451303         462513110         462566977         462617671         462675893         462727629         462783408         462841529         462894924   
447993569      448120832         448246413         448365734         461477283         462054784         462144510         462212283         462271131         462323486         462383845         462451311         462513128         462567009         462617697         462675901         462727645         462783416         462841545         462894965   
447993635      448120857         448246421         448365759         461496937         462054818         462144841         462212291         462271271         462323502         462383977         462451360         462513250         462567017         462617879         462675927         462727843         462783457         462840034         462894973   
447993775      448120980         448246462         448365767         461498826         462054842         462144940         462212317         462271289         462323536         462383985         462451386         462513268         462567025         462617887         462675976         462727850         462783481         462840042         462894981   
447993833      448120998         448246504         448365809         461500738         462054867         462145061         462212325         462271313         462323544         462383993         462451394         462513342         462567033         462617895         462675984         462727876         462783531         462840059         462895004   

 


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447993916      448121285         448246736         448366088         461501454         462055062         462145079         462212457         462271321         462323627         462384009         462451659         462513375         462565342         462617903         462676206         462727967         462783739         462840067         462895129   
447993924      448121376         448246769         448366104         461504870         462055088         462145103         462212473         462271362         462323635         462384017         462451667         462513425         462565359         462617911         462676214         462727975         462783747         462840091         462895137   
447993957      448121392         448246827         448366138         461508558         462055104         462145111         462212481         462271388         462323643         462384025         462451741         462513433         462565383         462617945         462676255         462728023         462783796         462840117         462895186   
447993981      448121483         448247064         448366146         461532764         462055112         462145376         462212507         462269713         462323668         462384173         462451782         462513623         462565391         462618075         462676271         462728197         462783804         462840273         462895194   
447994096      448121566         448247171         448366179         461535106         462055146         462145509         462212515         462269747         462323726         462384223         462451816         462513698         462565409         462618083         462676289         462728247         462783853         462840281         462895228   
447994146      448121616         448247189         448366211         461540387         462055237         462145533         462212523         462269762         462323759         462384272         462451840         462513706         462565417         462618125         462676321         462728262         462783861         462840299         462895236   
447994153      448122119         448247205         448362525         461545592         462055427         462145632         462212671         462269788         462323999         462384298         462452103         462513722         462565540         462618158         462676602         462728320         462784026         462840307         462895244   
447994245      448122192         448247254         448362533         461547242         462055435         462145673         462212689         462269804         462324039         462384306         462452152         462513730         462565557         462618174         462676610         462728338         462784034         462840315         462895251   
447994377      448122200         448247312         448362566         461566788         462055476         462145715         462212713         462269820         462324062         462384330         462452178         462513748         462565599         462618182         462676628         462728379         462784042         462840356         462895301   
447994427      448122234         448247544         448362574         461597494         462055492         462145970         462212762         462269960         462324070         462384462         462452210         462513987         462565607         462618190         462676644         462728593         462784059         462840489         462895368   
447994476      448122259         448247585         448362665         461604696         462055500         462145988         462212770         462270026         462324104         462384504         462452228         462513995         462565615         462618232         462676669         462728627         462784075         462840505         462895376   
447994534      448122309         448247627         448362681         461608598         462055542         462146093         462212804         462270042         462324112         462384512         462452236         462514019         462565649         462618240         462676677         462728668         462784117         462840513         462895392   
447994609      448122580         448247684         448363002         461608945         462055633         462146119         462212911         462270059         462324153         462384520         462452483         462514027         462565730         462618299         462676859         462728676         462784257         462840521         462895525   
447994682      448122630         448247742         448363036         461611881         462055666         462146242         462212945         462270067         462324161         462384561         462452509         462514035         462565748         462618331         462676867         462728684         462784281         462840554         462895533   
447994799      448122648         448247759         448363150         461622268         462055674         462146283         462212994         462270083         462324237         462384579         462452517         462514134         462565763         462618372         462676883         462728692         462784307         462840562         462895558   
447994831      448122689         448247973         448363168         461622409         462055740         462146465         462213000         462270281         462324245         462384736         462452525         462514266         462565797         462618604         462676891         462728809         462784315         462840661         462895574   
447994872      448122770         448247981         448363184         461626830         462055799         462146549         462213018         462270380         462324252         462384744         462452574         462514282         462565805         462618620         462676958         462728817         462784323         462840679         462895590   
447994906      448122812         448248070         448363234         461627234         462055823         462146598         462213034         462270398         462324260         462384777         462452590         462514316         462565821         462618646         462676966         462728825         462784331         462840687         462895616   
447994930      448122994         448248187         448363481         461628661         462055971         462146614         462213208         462270430         462324377         462384785         462452798         462514357         462565987         462618679         462674839         462728833         462784521         462840695         462895715   
447994971      448123000         448248237         448363549         461631897         462055989         462146630         462213216         462270448         462324401         462384819         462452822         462514365         462565995         462618687         462674847         462728874         462784547         462840729         462895723   
447995010      448123018         448248245         448363556         461633125         462056029         462146689         462213240         462270455         462324427         462384827         462452855         462514373         462566001         462618695         462674854         462728890         462784588         462840737         462895756   
447995069      448123059         448248526         448363747         461666174         462056078         462146846         462213257         462270588         462324476         462383159         462452913         462514589         462566027         462618836         462674896         462729039         462784638         462840893         462895780   
447995085      448123133         448248534         448363770         461673295         462056144         462146853         462213273         462270596         462324492         462383209         462452939         462514647         462566043         462618877         462674912         462729047         462784646         462840901         462895806   
447995119      448123141         448248542         448363846         461682692         462056177         462146879         462213323         462270604         462324500         462383217         462453002         462514662         462566118         462618901         462674953         462729070         462784653         462840919         462895822   
447995150      448123638         448248559         448364265         461684383         462053869         462146887         462213547         462270612         462324682         462383225         462453168         462514688         462566324         462618927         462675109         462729096         462784794         462840927         462896010   
447995275      448123729         448248575         448364331         461686107         462053877         462146937         462213570         462270646         462324690         462383241         462453200         462514696         462566365         462618943         462675125         462729161         462784851         462840943         462896077   
447995317      448123737         448248625         448364364         461687105         462053885         462147067         462213596         462270653         462324740         462383266         462453259         462514712         462566423         462618976         462675141         462729179         462784901         462840968         462896093   
447995408      448123802         448248963         448364372         461765463         462053893         462147364         462213620         462270778         462324781         462383340         462453267         462514910         462566431         462619149         462675208         462729187         462784935         462841131         462896119   
447995416      448123810         448248989         448364422         461777799         462053976         462147372         462213646         462270786         462324815         462383357         462453291         462514951         462566449         462619180         462675224         462729203         462784950         462841180         462896168   
447995515      448123828         448249060         448364471         461832685         462053984         462147398         462213661         462270794         462324872         462383365         462453309         462514993         462566464         462619206         462675257         462729260         462784992         462841198         462896184   
447995572      448124149         448249078         448364778         461839136         462054172         462147406         462213786         462270802         462325143         462383381         462453317         462515073         462566639         462619214         462675463         462729278         462785189         462841206         462896317   
447995671      448124198         448249094         448364935         461976714         462054198         462147455         462213794         462270828         462325176         462383399         462453358         462515081         462566654         462619230         462675505         462729344         462785197         462841214         462896341   
447995739      448124222         448249128         448365015         461976722         462054206         462147463         462213836         462270844         462325184         462383407         462453366         462515107         462566670         462619255         462675513         462729351         462785205         462841248         462896358   
447995747      448124248         448249441         448365023         461976896         462054214         462147471         462213869         462270950         462325226         462383589         462453374         462515339         462566688         462619420         462675539         462729492         462785213         462841354         462896374   
447995754      448124255         448249466         448365056         461976904         462054289         462147505         462213927         462270976         462325234         462383597         462453382         462515347         462566704         462619438         462675547         462729526         462785239         462841396         462896382   
447995762      448124362         448249474         448365247         461976920         462054321         462147521         462213943         462270992         462325242         462383605         462453440         462515370         462566712         462619487         462675554         462729567         462785247         462841404         462896390   
447995911      448124370         448249490         448365486         461976946         462054578         462147554         462214057         462271024         462325382         462383613         462453663         462515446         462566829         462619495         462675729         462729583         462783218         462841412         462896499   
447995929      448124396         448249508         448365528         461977001         462054602         462147638         462214065         462271032         462325390         462383654         462453705         462515461         462566852         462619503         462675737         462729609         462783267         462841420         462896515   
447996018      448124412         448249516         448365551         461977035         462054610         462147646         462214115         462271040         462325440         462383688         462453713         462515479         462566860         462619545         462675752         462729633         462783291         462841438         462896523   
447996117      448124438         448249870         448365627         461977225         462054628         462147778         462214131         462271156         462325465         462383902         462453721         462513136         462566894         462619693         462675794         462729807         462783325         462841552         462896531   
447996174      448124545         448249896         448365650         461977241         462054636         462147786         462214156         462271164         462325499         462383928         462453754         462513144         462566910         462619727         462675802         462729864         462783341         462841586         462896549   
447996182      448124552         448249904         448365668         461977258         462054719         462147836         462214172         462271198         462325507         462383936         462453796         462513177         462566928         462619735         462675828         462729872         462783374         462841594         462896556   
447996224      448124990         448249938         448365858         461977266         462054883         462147869         462212358         462271214         462325648         462383944         462454026         462513201         462567041         462619743         462676057         462729880         462783549         462841602         462896655   
447996356      448125047         448249987         448365866         461977274         462054909         462147885         462212382         462271248         462325663         462383951         462454042         462513235         462567132         462619750         462676107         462729930         462783564         462841628         462896671   
447996463      448125138         448249995         448365908         461977282         462054917         462147901         462212390         462271263         462325705         462383969         462454083         462513243         462567165         462619776         462676115         462729948         462783580         462841636         462896713   
447996521      448125161         448246850         448366021         461977399         462054933         462148065         462212408         462271396         462325713         462384033         462454141         462513441         462567223         462619891         462676156         462730144         462783598         462841651         462896721   
447996646      448125203         448246868         448366047         461977407         462054966         462148081         462212424         462271404         462325747         462384058         462454208         462513474         462567231         462619917         462676164         462730177         462783614         462841669         462896762   
447996661      448125211         448246876         448366054         461977415         462055047         462148099         462212440         462271412         462325754         462384066         462454216         462513490         462567249         462619966         462676180         462730193         462783689         462841719         462896770   
447996679      448125575         448246918         448366286         461977480         462055252         462148107         462212531         462271438         462325945         462384074         462454505         462513540         462567256         462619974         462676354         462730201         462783887         462841735         462896929   
447996752      448125617         448246967         448366344         461977498         462055278         462148115         462212556         462271446         462325952         462384082         462454547         462513557         462567264         462619982         462676404         462730219         462783903         462841743         462896937   
447996810      448125641         448246991         448366377         461977530         462055302         462148123         462212572         462271453         462325960         462384108         462454554         462513565         462567272         462620014         462676420         462730235         462783911         462841750         462896960   
447996836      448125658         448247353         448366567         461977688         462055369         462148305         462212614         462271461         462326034         462384355         462454570         462513755         462567330         462620154         462676487         462730458         462783937         462841842         462896994   
447996901      448125773         448247379         448366690         461977720         462055385         462148313         462212648         462271495         462326042         462384363         462454638         462513763         462567348         462620196         462676495         462730474         462783952         462841867         462897000   
447996950      448125799         448247403         448366757         461977761         462055419         462148370         462212663         462271503         462326067         462384389         462454679         462513854         462567355         462620204         462676537         462730490         462783994         462841875         462897018   
447996968      448126029         448247429         448366773         461977795         462055559         462148388         462212820         462271529         462326281         462384413         462454836         462513920         462567538         462620212         462676701         462730524         462784125         462841909         462895400   
447996976      448126052         448247494         448366799         461977845         462055567         462148412         462212838         462271537         462326307         462384447         462454893         462513938         462567553         462620238         462676743         462730532         462784133         462841933         462895418   
447997081      448126110         448247510         448366815         461977860         462055575         462148446         462212846         462271594         462326315         462384454         462454901         462513953         462567579         462620246         462676784         462730557         462784174         462841941         462895442   
447997099      448126128         448247775         448366880         461978108         462055583         462148537         462212853         462271701         462326349         462384595         462454919         462514142         462567629         462618430         462676800         462730722         462784208         462842105         462895467   
447997180      448126193         448247783         448366898         461978116         462055591         462148545         462212861         462271719         462326364         462384652         462454927         462514183         462567637         462618455         462676818         462730755         462784224         462842121         462895475   
447997248      448126219         448247817         448366922         461978124         462055609         462148552         462212887         462271727         462326380         462384660         462454935         462514209         462567652         462618471         462676826         462730763         462784240         462842139         462895517   
447997297      448126490         448247825         448367136         461978157         462055849         462148560         462213059         462271735         462324286         462384678         462455197         462514217         462567827         462618505         462676982         462730805         462784356         462842147         462895624   
447997313      448126698         448247833         448367185         461978165         462055872         462148578         462213075         462271743         462324294         462384702         462455213         462514225         462567835         462618539         462677063         462730813         462784380         462842154         462895632   
447997644      448126722         448247924         448367219         461978173         462055880         462148602         462213133         462271776         462324328         462384710         462455239         462514258         462567850         462618562         462677071         462730839         462784406         462842170         462895640   

 


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447997693      448126730         448248286         448367276         461635245         462055906         462148685         462213141         462271891         462324336         462384835         462455262         462514381         462567876         462618711         462677196         462730995         462784463         462842261         462895657   
447997719      448126847         448248344         448367284         461637605         462055948         462148701         462213158         462271909         462324351         462384850         462455296         462514399         462567900         462618745         462677204         462731001         462784505         462842279         462895681   
447997735      448126854         448248385         448367326         461648271         462055963         462148719         462213190         462271925         462324369         462384868         462455387         462514431         462567991         462618760         462677246         462731027         462784513         462842287         462895699   
447997743      448127332         448248427         448367698         461651358         462056185         462148727         462213331         462271941         462324526         462384884         462455593         462514472         462568163         462618786         462677253         462731043         462784661         462842303         462895830   
447997917      448127514         448248468         448367805         461653685         462056243         462148735         462213372         462271990         462324542         462384892         462455619         462514530         462568171         462618794         462677261         462731076         462784695         462842329         462895889   
447997941      448127530         448248500         448367813         461665648         462056250         462148750         462213398         462272014         462324583         462384900         462455643         462514548         462568197         462618802         462677329         462731084         462784703         462842337         462895897   
447997958      448127589         448248815         448367912         461692824         462056276         462148875         462213430         462272113         462324633         462384918         462455684         462514738         462568205         462619008         462677410         462731209         462784737         462842469         462895905   
447997966      448127613         448248849         448367920         461694259         462056334         462148909         462213497         462272121         462324641         462384926         462455692         462514761         462568213         462619024         462677428         462731225         462784752         462842477         462895921   
447997974      448127639         448248872         448367979         461695017         462056342         462148933         462213539         462272139         462324666         462384934         462455726         462514787         462568239         462619032         462677451         462731241         462784760         462842485         462895996   
447997982      448128173         448248880         448368225         461707275         462056359         462148941         462213679         462272162         462324930         462384967         462455916         462514803         462568379         462619081         462677683         462731258         462785007         462842501         462896192   
447998006      448128207         448248922         448368266         461708067         462056383         462148958         462213729         462272170         462324955         462384991         462455932         462514852         462568395         462619115         462677691         462731290         462785056         462842535         462896200   
447998055      448128215         448248948         448368274         461736548         462056425         462148966         462213737         462272188         462325010         462385006         462455940         462514894         462568411         462619123         462677717         462731324         462785098         462842584         462896218   
447998071      448128280         448249219         448368357         461976755         462056433         462149147         462213752         462272345         462325085         462385154         462455957         462515180         462568437         462619263         462677725         462729401         462785106         462842758         462896234   
447998147      448128298         448249243         448368373         461976763         462056441         462149154         462213760         462272360         462325093         462385170         462455973         462515222         462568445         462619321         462677733         462729427         462785122         462842766         462896259   
447998220      448128306         448249276         448368464         461976805         462056474         462149162         462213778         462272386         462325101         462385204         462455981         462515255         462568478         462619339         462677758         462729435         462785171         462842790         462896291   
447998303      448128686         448249326         448368712         461976821         462056680         462149170         462213968         462272394         462325267         462385212         462453457         462515289         462568619         462619354         462677972         462729443         462785254         462842816         462896408   
447998345      448128744         448249334         448368738         461976839         462056698         462149188         462213976         462272410         462325275         462385253         462453499         462515305         462568635         462619362         462677998         462729468         462785270         462842824         462896416   
447998360      448128793         448249433         448368753         461976854         462056722         462149196         462214008         462272428         462325309         462385279         462453515         462515321         462568643         462619396         462678004         462729484         462785296         462842832         462896432   
447998709      448128884         448249532         448368795         461977050         462056748         462147653         462214016         462272550         462325325         462385394         462453531         462515511         462568700         462619552         462678012         462729641         462785338         462842956         462896440   
447998774      448128991         448249581         448368829         461977092         462056821         462147679         462214024         462272568         462325333         462385402         462453549         462515545         462568718         462619560         462678020         462729658         462785361         462843004         462896457   
447998824      448129023         448249599         448368860         461977118         462056862         462147703         462214040         462272576         462325374         462385410         462453622         462515560         462568726         462619586         462678061         462729674         462785437         462843012         462896481   
447998915      448124578         448249607         448369132         461977167         462057134         462147711         462214198         462272626         462325523         462385428         462453911         462515586         462568841         462619636         462678152         462729732         462785452         462843020         462896564   
447998956      448124644         448249656         448369157         461977175         462057183         462147737         462214214         462272667         462325556         462385444         462453929         462515610         462568866         462619644         462678186         462729781         462785486         462843038         462896572   
447999053      448124719         448249748         448369199         461977209         462057282         462147745         462214222         462272675         462325580         462385469         462453937         462515628         462568874         462619669         462678194         462729799         462785510         462843053         462896580   
447999343      448124735         448250035         448369314         461977324         462057308         462147943         462214230         462272824         462325598         462385626         462453952         462515651         462568882         462619792         462678202         462729955         462785544         462843186         462896598   
447999376      448124826         448250043         448369322         461977340         462057316         462147950         462214255         462272857         462325606         462385634         462454000         462515669         462568908         462619818         462678236         462729997         462785601         462843202         462896606   
447999483      448124974         448250092         448369421         461977357         462057332         462147968         462214289         462272873         462325614         462385642         462454018         462515677         462568924         462619826         462678251         462730029         462785619         462843210         462896630   
447999491      448125260         448250142         448369686         461977365         462057563         462147976         462214297         462272899         462325812         462385659         462454232         462515693         462569153         462619834         462678368         462730045         462785841         462843244         462896788   
447999541      448125369         448250209         448369769         461977373         462057589         462147992         462214305         462272923         462325846         462385717         462454273         462515743         462569195         462619867         462678384         462730052         462785874         462843251         462896796   
447999608      448125385         448250266         448369785         461977381         462057639         462148057         462214339         462272972         462325879         462385725         462454281         462515784         462569203         462619883         462678392         462730060         462785890         462843269         462896812   
447999996      448125401         448250282         448369801         461977555         462057704         462148156         462214347         462273236         462325911         462385899         462454331         462515925         462569286         462620048         462678434         462730250         462785916         462841768         462896846   
448000158      448125484         448250340         448369850         461977571         462057795         462148164         462214362         462273319         462325929         462385923         462454414         462515958         462569294         462620055         462678442         462730284         462785932         462841776         462896853   
448000265      448125526         448250357         448370031         461977621         462057811         462148172         462214404         462273343         462325937         462385949         462454448         462515966         462569310         462620097         462678467         462730318         462785965         462841792         462896879   
448000273      448125831         448250381         448370411         461977639         462058033         462148206         462214552         462273350         462326141         462385972         462454695         462516006         462567389         462620105         462678590         462730342         462786195         462841800         462897042   
448000315      448125856         448250431         448370510         461977654         462058058         462148222         462214560         462273376         462326158         462386004         462454703         462516048         462567397         462620121         462678608         462730391         462786229         462841818         462897091   
448000414      448125955         448250456         448370684         461977670         462058066         462148289         462214578         462273384         462326174         462386012         462454711         462516055         462567405         462620147         462678624         462730409         462786245         462841834         462897117   
448000851      448125989         448250738         448370692         461977886         462058082         462148453         462214586         462271602         462326208         462386103         462454729         462516162         462567413         462620253         462678657         462730581         462786252         462841958         462897125   
448000869      448126003         448250787         448370700         461977977         462058090         462148479         462214594         462271610         462326232         462386111         462454760         462516170         462567462         462620261         462678681         462730615         462786286         462841966         462897158   
448000901      448126011         448250803         448370726         461977985         462058108         462148487         462214628         462271644         462326240         462386137         462454810         462516196         462567512         462620279         462678699         462730623         462786344         462841982         462897190   
448000992      448126268         448250829         448366989         461978009         462058454         462148503         462214792         462271677         462326448         462386145         462454992         462516212         462567686         462620287         462678798         462730649         462786492         462841990         462897208   
448001024      448126276         448250845         448366997         461978017         462058470         462148511         462214800         462271685         462326455         462386160         462455064         462516238         462567744         462620295         462678806         462730680         462786526         462842006         462897216   
448001032      448126326         448250878         448367003         461978074         462058561         462148529         462214818         462271693         462326489         462386178         462455072         462516261         462567751         462620303         462678814         462730698         462786534         462842022         462897224   
448001339      448126375         448251132         448367029         461978181         462058603         462148610         462214826         462271784         462326505         462386277         462455080         462516337         462567769         462620311         462678822         462730847         462786617         462842188         462897232   
448001446      448126409         448251165         448367060         461978207         462058611         462148628         462214891         462271792         462326513         462386285         462455106         462516345         462567785         462620329         462678830         462730888         462786641         462842196         462897265   
448001503      448126417         448251173         448367094         461978215         462058678         462148636         462214909         462271800         462326539         462386327         462455171         462516352         462567801         462620345         462678855         462730920         462786658         462842212         462897273   
448001537      448126912         448251181         448367391         461978223         462058876         462148644         462215062         462271818         462326638         462386368         462455403         462516360         462568031         462620352         462678954         462730938         462786773         462842220         462897406   
448001552      448127035         448251298         448367516         461978231         462058926         462148669         462215112         462271842         462326653         462386384         462455445         462516378         462568064         462620360         462678962         462730953         462786799         462842238         462897463   
448001610      448127092         448251306         448367524         461978264         462058934         462148677         462215146         462271875         462326695         462386392         462455460         462516394         462568072         462620386         462678988         462730987         462786815         462842253         462897505   
448002071      448127118         448251710         448367557         461978272         462058967         462148768         462215161         462272022         462326703         462386491         462455478         462516584         462568080         462620535         462678996         462731092         462786831         462842352         462897513   
448002154      448127282         448251736         448367599         461978280         462059007         462148792         462215179         462272030         462326745         462386517         462455502         462516592         462568106         462620543         462679002         462731118         462786849         462842378         462897539   
448002170      448127316         448251892         448367649         461978330         462059023         462148826         462215203         462272048         462326760         462386533         462455585         462516626         462568114         462620550         462679010         462731134         462786864         462842402         462897562   
448002220      448127852         448251900         448367987         461978355         462059247         462148834         462215443         462272055         462326976         462386541         462455734         462516634         462568254         462620576         462677469         462731175         462787003         462842410         462897653   
448002279      448127894         448251926         448368084         461978363         462059254         462148842         462215542         462272097         462327008         462386574         462455775         462516642         462568262         462620584         462677493         462731183         462787037         462842428         462897661   
448002295      448127936         448252015         448368126         461978389         462059296         462148867         462215633         462272105         462327016         462386608         462455817         462516659         462568270         462620618         462677527         462731191         462787102         462842451         462897703   
448002907      448127985         448252205         448368142         461978728         462059312         462148982         462215658         462272212         462327040         462385014         462455882         462516733         462568296         462620733         462677634         462731340         462787243         462842618         462897729   
448002964      448128066         448252221         448368183         461978751         462059361         462148990         462215666         462272220         462327065         462385030         462455890         462516741         462568320         462620741         462677667         462731381         462787268         462842659         462897752   
448003012      448128140         448252312         448368217         461978785         462059387         462149006         462215690         462272238         462327073         462385048         462455908         462516758         462568361         462620766         462677675         462731423         462787334         462842691         462897760   
448003087      448128314         448252411         448368472         461978801         462056516         462149055         462215898         462272253         462327214         462385089         462456005         462516766         462568494         462620782         462677766         462731480         462787433         462842709         462897927   
448003137      448128348         448252437         448368498         461978827         462056524         462149097         462215963         462272311         462327222         462385105         462456013         462516774         462568502         462620808         462677790         462731498         462787441         462842725         462897943   
448003178      448128421         448252452         448368563         461978835         462056565         462149139         462215989         462272329         462327255         462385147         462456021         462516782         462568528         462620824         462677840         462731522         462787466         462842741         462897976   
447998410      448128512         448252817         448368589         461978991         462056631         462149204         462216011         462272436         462327271         462385287         462456039         462516881         462568577         462620980         462677857         462731548         462787474         462842840         462897992   
447998451      448128553         448252858         448368597         461979023         462056649         462149212         462216037         462272469         462327289         462385295         462456062         462516899         462568585         462620998         462677907         462731563         462787482         462842865         462898016   
447998469      448128645         448252866         448368639         461979056         462056664         462149220         462216045         462272493         462327370         462385337         462456070         462516907         462568593         462621012         462677923         462731589         462787490         462842899         462898032   

 


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447998493      448129056         448252908         448368878         461979064         462056870         462149238         462216201         462272501         462327693         462385345         462456088         462516949         462568742         462621038         462678079         462731597         462787748         462842915         462898131   
447998535      448129064         448252957         448368894         461979072         462056938         462149261         462216219         462272527         462327768         462385360         462456096         462516956         462568759         462621061         462678095         462731613         462787755         462842923         462898149   
447998626      448129163         448252973         448368902         461979080         462056961         462149295         462216235         462272543         462327776         462385386         462456104         462516964         462568791         462621079         462678103         462731621         462787763         462842931         462898156   
447999079      448129213         448253393         448369009         461979247         462057092         462149345         462216243         462272683         462327784         462385477         462456120         462517053         462568809         462621178         462678129         462731753         462787771         462843079         462898164   
447999129      448129239         448253450         448369082         461979288         462057118         462149352         462216250         462272709         462327891         462385485         462456138         462517061         462568817         462621194         462678137         462731761         462787789         462843087         462898172   
447999137      448129270         448253468         448369124         461979312         462057126         462149394         462216276         462272733         462327909         462385519         462456146         462517079         462568825         462621210         462678145         462731779         462787797         462843095         462898206   
447999145      448129312         448253492         448369488         461979346         462057373         462149410         462216433         462272741         462328089         462385576         462456245         462517087         462568965         462621251         462678277         462731795         462785643         462843103         462898347   
447999236      448129403         448253625         448369496         461979361         462057399         462149436         462216458         462272758         462328097         462385592         462456252         462517095         462568973         462621277         462678293         462731811         462785676         462843111         462898370   
447999285      448129445         448253633         448369512         461979379         462057407         462149451         462216466         462272790         462328105         462385618         462456260         462517137         462568981         462621301         462678301         462731845         462785700         462843160         462898388   
447999616      448129510         448253906         448369553         461979445         462057456         462149626         462216490         462273053         462328147         462385758         462456286         462515800         462569021         462621517         462678335         462731993         462785726         462843285         462898396   
447999855      448129619         448253930         448369595         461979460         462057548         462149634         462216557         462273111         462328154         462385774         462456294         462515834         462569039         462621533         462678343         462732058         462785775         462843327         462898420   
447999871      448129726         448254011         448369629         461979494         462057555         462149659         462216573         462273129         462328170         462385808         462456328         462515842         462569096         462621558         462678350         462732066         462785791         462843335         462898446   
447999905      448130161         448254052         448370189         461979502         462057829         462149675         462214412         462273152         462328576         462385816         462456427         462515875         462569328         462621566         462678525         462732074         462785973         462843343         462898610   
447999970      448130237         448254086         448370270         461979510         462057845         462149683         462214420         462273178         462328584         462385832         462456435         462515891         462569351         462621574         462678533         462732116         462786021         462843368         462898628   
447999988      448130260         448254144         448370304         461979544         462057910         462149709         462214438         462273210         462328600         462385881         462456443         462515917         462569377         462621590         462678541         462732173         462786062         462843376         462898644   
448000539      448130278         448250464         448370353         461979668         462057993         462149782         462214495         462273400         462328667         462386020         462456450         462516071         462569401         462621699         462678558         462732298         462786096         462843392         462898669   
448000604      448130286         448250597         448370379         461979718         462058017         462149790         462214511         462273426         462328683         462386038         462456468         462516089         462569518         462621731         462678566         462732355         462786112         462843426         462898693   
448000620      448130344         448250639         448370395         461979726         462058025         462149808         462214537         462273459         462328709         462386046         462456484         462516105         462569542         462621749         462678574         462732405         462786179         462843434         462898727   
448000752      448130997         448250670         448370734         461979783         462058124         462149873         462214651         462273467         462328881         462386061         462456583         462516113         462569575         462621764         462678707         462732421         462786351         462843517         462898800   
448000778      448131094         448250712         448370767         461979791         462058223         462149931         462214669         462273509         462328907         462386087         462456591         462516121         462569583         462621772         462678723         462732447         462786377         462843566         462898826   
448000802      448131102         448250720         448370932         461979825         462058314         462149964         462214677         462273558         462328931         462386095         462456609         462516147         462569617         462621780         462678731         462732470         462786385         462843574         462898859   
448001099      448131136         448250910         448370940         461979916         462058355         462150095         462214727         462273566         462328949         462386194         462456617         462516279         462569641         462621905         462678749         462732637         462786401         462843772         462898867   
448001107      448131250         448250969         448371088         461979924         462058405         462150103         462214743         462273574         462328956         462386210         462456625         462516287         462569674         462621939         462678756         462732660         462786419         462843780         462898883   
448001164      448131268         448250977         448371104         461979932         462058421         462150228         462214784         462273608         462328980         462386228         462456633         462516295         462569690         462621970         462678772         462732678         462786450         462843814         462898917   
448001180      448131524         448250993         448371146         461979957         462058686         462150269         462214933         462273624         462329095         462386244         462456724         462516303         462569872         462621996         462678863         462732686         462786666         462843822         462897307   
448001198      448131540         448251017         448371161         461979973         462058751         462150277         462214958         462273681         462329103         462386251         462456732         462516311         462569880         462622010         462678897         462732694         462786674         462843830         462897323   
448001305      448131557         448251124         448371187         461979981         462058777         462150301         462214990         462273699         462329111         462386269         462456740         462516329         462569898         462622028         462678905         462732702         462786682         462843905         462897349   
448001628      448131607         448251397         448371195         461980237         462058843         462150491         462215013         462273848         462329129         462386400         462456757         462516402         462569906         462620410         462678913         462732843         462786708         462844010         462897364   
448001644      448131656         448251439         448371229         461980278         462058850         462150525         462215039         462273855         462329137         462386426         462456765         462516436         462569914         462620428         462678939         462732850         462786740         462844036         462897380   
448001669      448131672         448251462         448371302         461980302         462058868         462150558         462215054         462273871         462329152         462386434         462456773         462516444         462569948         462620444         462678947         462732884         462786757         462844044         462897398   
448001701      448132084         448251538         448371526         461980419         462059064         462150574         462215229         462273954         462326828         462386442         462456906         462516451         462570177         462620493         462679028         462732967         462786872         462844077         462897570   
448001818      448132258         448251595         448371559         461980427         462059080         462150632         462215245         462273962         462326869         462386459         462456914         462516485         462570243         462620519         462679044         462733049         462786898         462844085         462897596   
448001834      448132274         448251645         448371625         461980484         462059155         462150681         462215252         462273988         462326901         462386467         462456922         462516550         462570250         462620527         462679069         462733056         462786906         462844101         462897604   
448002378      448132357         448252023         448371658         461978397         462059163         462151184         462215260         462274135         462326919         462386624         462456930         462516667         462570276         462620626         462679077         462733213         462786914         462844234         462897620   
448002519      448132373         448252056         448371666         461978496         462059213         462151234         462215294         462274200         462326943         462386632         462456948         462516675         462570292         462620667         462679085         462733221         462786971         462844242         462897638   
448002618      448132399         448252072         448371682         461978512         462059239         462151242         462215310         462274226         462326950         462386640         462456955         462516683         462570300         462620675         462679101         462733239         462786997         462844259         462897646   
448002691      448132738         448252122         448372011         461978579         462059403         462151283         462215740         462274259         462327099         462386657         462457029         462516691         462570490         462620683         462679150         462733247         462787359         462844283         462897778   
448002709      448132746         448252130         448372094         461978603         462059411         462151291         462215765         462274283         462327107         462386681         462457037         462516709         462570532         462620717         462679192         462733296         462787375         462844309         462897786   
448002782      448132811         448252189         448372102         461978710         462059452         462151309         462215799         462274325         462327115         462386707         462457052         462516717         462570557         462620725         462679200         462733304         462787383         462844317         462897828   
448003186      448132902         448252494         448372128         461978843         462059494         462151515         462215807         462274556         462327123         462386723         462457086         462516790         462570573         462620832         462679226         462733437         462787391         462844465         462897869   
448003228      448132969         448252502         448372144         461978900         462059502         462151523         462215815         462274564         462327172         462386731         462457094         462516808         462570599         462620865         462679234         462733445         462787417         462844473         462897877   
448003244      448133017         448252544         448372185         461978926         462059551         462151572         462215856         462274572         462327198         462386764         462457102         462516816         462570615         462620907         462679242         462733452         462787425         462844523         462897893   
448003277      448133462         448252593         448372458         461978942         462059569         462151655         462216086         462274580         462327446         462386772         462457185         462516832         462570854         462620923         462679358         462733478         462787532         462844531         462898057   
448003384      448133488         448252700         448372490         461978967         462059593         462151689         462216102         462274606         462327487         462386780         462457193         462516857         462570862         462620931         462679366         462733486         462787540         462844564         462898073   
448003467      448133561         448252809         448372524         461978975         462059635         462151739         462216110         462274614         462327503         462386798         462457219         462516873         462570896         462620949         462679382         462733536         462787565         462844606         462898081   
448003509      448133579         448253013         448372540         461979098         462059700         462151911         462216144         462274762         462327529         462386921         462457227         462516972         462570904         462621087         462679424         462731639         462787672         462844705         462898107   
448003533      448133587         448253047         448372615         461979122         462059718         462151945         462216169         462274796         462327610         462386954         462457243         462516980         462570920         462621095         462679432         462731654         462787722         462844721         462898115   
448003541      448133629         448253054         448372789         461979130         462059734         462151952         462216193         462274812         462327636         462386970         462457250         462517004         462570938         462621111         462679440         462731670         462787730         462844739         462898123   
448003616      448134098         448253088         448373209         461979148         462059940         462151978         462216284         462274879         462327925         462386988         462456161         462517012         462571043         462621129         462679531         462731688         462787805         462844754         462898230   
448003863      448134163         448253211         448373258         461979189         462059957         462152018         462216292         462274952         462327958         462386996         462456187         462517020         462571068         462621137         462679549         462731712         462787854         462844762         462898255   
448003871      448134239         448253229         448373266         461979205         462059999         462152026         462216300         462274960         462327966         462387002         462456195         462517046         462571076         462621160         462679556         462731746         462787896         462844770         462898289   
448004341      448134254         448253641         448373274         461979387         462060005         462149485         462216318         462275082         462327982         462387085         462456203         462517152         462571084         462621319         462679564         462731860         462788050         462844903         462898297   
448004390      448134361         448253799         448373290         461979395         462060013         462149493         462216375         462275090         462328030         462387119         462456229         462517160         462571126         462621350         462679572         462731894         462788076         462844929         462898313   
448004465      448134387         448253831         448373431         461979403         462060021         462149501         462216391         462275108         462328063         462387127         462456237         462517178         462571134         462621376         462679580         462731928         462788084         462844937         462898321   
448004523      448129767         448253849         448373696         461979411         462060435         462149519         462216607         462275116         462328204         462387135         462456344         462517194         462571282         462621426         462679689         462731936         462788118         462844952         462898479   
448004598      448129775         448253872         448373712         461979429         462060443         462149584         462216623         462275124         462328212         462387143         462456351         462517202         462571332         462621483         462679697         462731969         462788167         462844978         462898487   
448004663      448129809         448253880         448373779         461979437         462060468         462149618         462216664         462275165         462328238         462387150         462456369         462517228         462571365         462621491         462679705         462731977         462788191         462844986         462898537   
448005405      448129965         448254177         448373795         461979551         462060500         462149717         462216680         462275330         462328386         462387226         462456385         462517236         462571407         462621608         462679713         462732181         462788258         462845090         462898552   
448005421      448129981         448254193         448373829         461979569         462060518         462149725         462216730         462275363         462328394         462387291         462456393         462517251         462571415         462621632         462679721         462732215         462788274         462845108         462898586   
448005447      448130054         448254292         448373845         461979619         462060526         462149733         462216748         462275439         462328444         462387317         462456419         462517269         462571423         462621640         462679739         462732231         462788290         462845132         462898594   
448005579      448130534         448254367         448374207         461979635         462060872         462149758         462216763         462275454         462328725         462387333         462456492         462517277         462571589         462621657         462679838         462732249         462788472         462845157         462898735   
448005611      448130567         448254375         448374223         461979643         462060898         462149766         462216789         462275462         462328758         462387358         462456500         462517293         462571597         462621665         462679846         462732272         462788514         462845223         462898743   
448005645      448130575         448254433         448374256         461979650         462060922         462149774         462216797         462275470         462328782         462387366         462456518         462517327         462571605         462621673         462679853         462732280         462788530         462845249         462898750   

 


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448006197      448130617         448254490         448374298         461979833         462060963         462149980         462216813         462275579         462328832         462387531         462456526         462517442         462571613         462621798         462679861         462732488         462788613         462843582         462898768   
448006254      448130633         448254508         448374371         461979841         462061003         462149998         462216847         462275611         462328840         462387556         462456534         462517459         462571621         462621830         462679887         462732546         462788621         462843608         462898784   
448006312      448130948         448254532         448374454         461979866         462061102         462150012         462216854         462275629         462328865         462387572         462456575         462517467         462571639         462621848         462679895         462732595         462788639         462843632         462898792   
448006395      448131284         448254623         448374868         461979874         462061359         462150020         462216953         462275637         462329004         462387580         462456658         462517475         462569716         462621871         462679986         462732603         462788837         462843657         462898925   
448006403      448131292         448254771         448374983         461979882         462061417         462150038         462216995         462275645         462329020         462387598         462456666         462517483         462569724         462621889         462679994         462732611         462788944         462843673         462898941   
448006452      448131326         448254789         448375048         461979908         462061474         462150053         462217019         462275660         462329038         462387606         462456674         462517491         462569740         462621897         462680000         462732629         462788951         462843723         462898974   
448006767      448131391         448255091         448375105         461979999         462061482         462150376         462217027         462273749         462329046         462387879         462456682         462517574         462569781         462622036         462680026         462732710         462789058         462843913         462898982   
448006965      448131466         448255117         448375147         461980013         462061490         462150392         462217043         462273756         462329061         462387895         462456708         462517582         462569807         462622044         462680034         462732728         462789082         462843921         462899063   
448006973      448131474         448255141         448375238         461980096         462061615         462150400         462217050         462273806         462329087         462387994         462456716         462517590         462569831         462622051         462680042         462732736         462789108         462843954         462899097   
448007005      448131706         448255158         448371393         461980146         462061862         462150426         462217142         462273814         462329160         462388034         462456781         462517608         462570003         462622069         462680141         462732785         462789215         462843962         462899105   
448007054      448131730         448255166         448371427         461980153         462061888         462150434         462217159         462273822         462329210         462388042         462456807         462517616         462570011         462622085         462680158         462732801         462789256         462843988         462899139   
448007120      448131821         448255182         448371435         461980211         462061896         462150459         462217183         462273830         462329244         462388059         462456849         462517624         462570029         462622093         462680166         462732819         462789264         462844002         462899162   
448007443      448131854         448255430         448371484         461980500         462061904         462150814         462217191         462274002         462329269         462388299         462456864         462517707         462570045         462622119         462680174         462733064         462789272         462844119         462899188   
448007773      448131896         448255471         448371500         461980526         462061979         462150962         462217217         462274028         462329293         462388331         462456872         462517715         462570078         462622127         462680182         462733072         462789355         462844127         462899196   
448007823      448132068         448255521         448371518         461980567         462062001         462151036         462217225         462274051         462329335         462388349         462456898         462517723         462570144         462622143         462680208         462733130         462789371         462844143         462899220   
448007864      448132407         448255562         448371708         461980575         462062381         462151085         462217365         462274069         462329350         462388406         462456963         462517731         462570342         462622150         462680299         462733155         462789546         462844150         462899352   
448007898      448132472         448255612         448371724         461980609         462062423         462151150         462217373         462274119         462329368         462388497         462456971         462517749         462570375         462622176         462680307         462733163         462789629         462844168         462899378   
448007906      448132514         448255661         448371773         461980716         462062472         462151168         462217381         462274127         462329426         462388513         462456989         462517756         462570409         462622184         462680315         462733197         462789637         462844184         462899386   
448008433      448132522         448255869         448371815         461980732         462062498         462151333         462217415         462274341         462329442         462388729         462456997         462517830         462570417         462622283         462680323         462733346         462789678         462844325         462899394   
448008458      448132662         448255901         448371823         461980757         462062530         462151341         462217423         462274358         462329467         462388752         462457003         462517889         462570441         462622291         462680331         462733361         462789728         462844374         462899402   
448008466      448132720         448255927         448371849         461980773         462062555         462151358         462217431         462274374         462329475         462388786         462457011         462517913         462570458         462622309         462680364         462733387         462789736         462844382         462899410   
448008649      448133058         448256057         448372243         461980799         462062746         462151408         462217530         462274416         462329608         462388828         462457110         462517947         462570649         462622317         462679283         462733395         462789983         462844390         462899543   
448008680      448133074         448256107         448372276         461980906         462062779         462151416         462217555         462274531         462329616         462388844         462457136         462517954         462570664         462622333         462679291         462733403         462790031         462844408         462899550   
448008755      448133132         448256131         448372284         461980914         462062795         462151432         462217563         462274549         462329624         462388851         462457144         462517970         462570730         462622341         462679309         462733411         462790064         462844432         462899576   
448009035      448133207         448256339         448372326         461981078         462062811         462151747         462217571         462274622         462329632         462386814         462457151         462518200         462570771         462622481         462679317         462733585         462790072         462844614         462899584   
448009076      448133231         448256370         448372409         461981094         462062837         462151770         462217589         462274648         462329657         462386830         462457169         462518226         462570797         462622499         462679333         462733619         462790080         462844622         462899592   
448009084      448133355         448256461         448372417         461981144         462062894         462151812         462217597         462274655         462329665         462386848         462457177         462518242         462570839         462622507         462679341         462733668         462790098         462844655         462899600   
448009092      448133660         448256479         448372797         461981177         462059759         462151820         462217746         462274713         462329749         462386855         462457268         462518267         462570953         462622549         462679465         462733700         462790510         462844671         462899790   
448009225      448133686         448256495         448372862         461981193         462059767         462151853         462217753         462274721         462329822         462386897         462457276         462518275         462570987         462622556         462679473         462733718         462790536         462844689         462899832   
448009266      448133850         448256537         448372920         461981201         462059775         462151895         462217761         462274739         462329830         462386905         462457284         462518283         462570995         462622572         462679481         462733726         462790585         462844697         462899865   
448003897      448133900         448256743         448373001         461981409         462059833         462152042         462217779         462274986         462329855         462387010         462457292         462518432         462571019         462622655         462679499         462733734         462790593         462844788         462899881   
448003954      448134023         448256776         448373084         461981417         462059874         462152059         462217787         462274994         462329863         462387028         462457300         462518440         462571027         462622663         462679507         462733809         462790668         462844804         462899907   
448003988      448134080         448256834         448373159         461981425         462059916         462152133         462217795         462275009         462329889         462387036         462457318         462518465         462571035         462622689         462679515         462733841         462790676         462844812         462899915   
448004028      448134403         448256859         448373464         461981441         462060062         462152166         462217894         462275017         462330085         462387044         462457326         462518473         462571142         462622705         462679606         462733874         462790817         462844846         462900044   
448004200      448134494         448256933         448373548         461981458         462060161         462152182         462217902         462275025         462330101         462387051         462457334         462518499         462571167         462622713         462679622         462733890         462790932         462844861         462900051   
448004291      448134528         448256941         448373571         461981474         462060286         462152240         462217910         462275041         462330127         462387069         462457342         462518531         462571233         462622721         462679630         462733916         462790940         462844895         462900093   
448004689      448134643         448257352         448373639         461981623         462060302         462152299         462217993         462275199         462330135         462387168         462457359         462518713         462571241         462622861         462679648         462734096         462790981         462845009         462900119   
448004804      448134668         448257428         448373662         461981649         462060351         462152307         462218009         462275207         462330200         462387176         462457383         462518747         462571258         462622879         462679655         462734112         462791039         462845017         462900127   
448005025      448134700         448257444         448373670         461981664         462060401         462152430         462218017         462275215         462330218         462387184         462457417         462518796         462571266         462622911         462679663         462734146         462791062         462845033         462900150   
448005249      448134775         448257469         448373944         461981714         462060575         462152455         462218116         462275272         462330531         462387192         462457755         462518846         462571431         462622945         462679747         462734203         462788308         462845041         462900275   
448005264      448134791         448257535         448373977         461981763         462060625         462152463         462218132         462275298         462330655         462387200         462457771         462518887         462571456         462622986         462679762         462734211         462788316         462845058         462900325   
448005280      448134817         448257568         448374041         461981789         462060641         462152547         462218140         462275306         462330671         462387218         462457805         462518895         462571464         462623000         462679788         462734245         462788357         462845074         462900333   
448005694      448134841         448257725         448374082         461982092         462060708         462152828         462218165         462275488         462330713         462387424         462457813         462517368         462571506         462623166         462679804         462734377         462788415         462845322         462900341   
448005850      448134866         448257808         448374157         461982126         462060773         462152844         462218173         462275496         462330762         462387457         462457839         462517376         462571522         462623182         462679812         462734393         462788423         462845330         462900358   
448005959      448134916         448257816         448374173         461982142         462060807         462152893         462218181         462275520         462330788         462387473         462457870         462517384         462571555         462623190         462679820         462734419         462788449         462845348         462900366   
448005967      448135038         448257832         448374496         461982217         462061144         462152919         462216862         462275546         462330911         462387507         462458118         462517392         462571654         462623208         462679903         462734450         462788647         462845355         462900499   
448005991      448135236         448257857         448374512         461982225         462061193         462152950         462216888         462275553         462330937         462387515         462458126         462517400         462571662         462623232         462679911         462734468         462788670         462845363         462900507   
448006098      448135277         448257865         448374520         461982258         462061219         462152968         462216896         462275561         462330960         462387523         462458134         462517434         462571670         462623265         462679929         462734484         462788720         462845389         462900515   
448006460      448135335         448254888         448374645         461982605         462061235         462153263         462216904         462275686         462330978         462387614         462458142         462517509         462571696         462623422         462679952         462734641         462788738         462845397         462900531   
448006551      448135392         448254896         448374686         461982639         462061268         462153271         462216920         462275694         462331018         462387622         462458167         462517517         462571704         462623463         462679960         462734666         462788746         462845405         462900549   
448006601      448135558         448254987         448374850         461982662         462061276         462153313         462216938         462275736         462331026         462387671         462458183         462517525         462571712         462623513         462679978         462734674         462788829         462845447         462900556   
448006676      448135855         448254995         448375287         461982688         462061623         462153347         462217068         462275751         462331182         462387788         462458399         462517533         462571746         462623539         462680059         462734690         462789132         462845454         462900713   
448006684      448135863         448255034         448375303         461982704         462061698         462153388         462217076         462275769         462331190         462387796         462458415         462517541         462571753         462623562         462680075         462734724         462789140         462845488         462900721   
448006718      448135871         448255075         448375360         461982761         462061714         462153404         462217084         462275777         462331232         462387861         462458449         462517566         462571779         462623596         462680083         462734732         462789165         462845504         462900739   
448007161      448135954         448255190         448375394         461982969         462061789         462153602         462217092         462275801         462331240         462388166         462458514         462517632         462571787         462623745         462680109         462734955         462789173         462845702         462900747   
448007286      448135970         448255349         448375428         461983025         462061813         462153610         462217100         462275835         462331257         462388174         462458548         462517640         462571795         462623778         462680117         462734963         462789199         462845751         462900754   
448007302      448135988         448255364         448375485         461983082         462061821         462153651         462217126         462275850         462331273         462388216         462458571         462517665         462571811         462623786         462680133         462734971         462789207         462845777         462900762   
448007336      448136465         448255380         448375543         461983124         462062027         462153685         462217266         462275868         462331406         462388232         462458795         462517673         462571936         462623794         462680224         462734989         462789397         462845785         462899261   
448007393      448136473         448255398         448375550         461983132         462062035         462153735         462217282         462275876         462331414         462388257         462458910         462517681         462571944         462623802         462680232         462735002         462789405         462845793         462899287   
448007435      448136689         448255414         448375576         461983140         462062043         462153776         462217308         462275884         462331422         462388273         462458928         462517699         462571951         462623828         462680257         462735028         462789447         462845819         462899303   
448007948      448136697         448255695         448375659         461983314         462062076         462153941         462217316         462276023         462331463         462388521         462458936         462517764         462571969         462622192         462680265         462735176         462789470         462845983         462899311   
448007997      448136705         448255729         448375667         461983348         462062167         462153990         462217332         462276031         462331471         462388547         462458951         462517772         462571977         462622200         462680273         462735184         462789520         462845991         462899329   
448008235      448136796         448255786         448375675         461983363         462062183         462154048         462217340         462276064         462331489         462388562         462458977         462517780         462571985         462622218         462680281         462735218         462789538         462846015         462899337   

 


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448008318      448137158         448255810         448375931         461983405         462062613         462154063         462217449         462276072         462329525         462388596         462459207         462517798         462572066         462622226         462680372         462735234         462789751         462846056         462899428   
448008391      448137174         448255836         448375949         461983439         462062621         462154071         462217456         462276080         462329533         462388638         462459249         462517806         462572082         462622242         462680380         462735259         462789785         462846098         462899451   
448008417      448137182         448255844         448375964         461983447         462062654         462154105         462217464         462276114         462329541         462388661         462459272         462517814         462572090         462622267         462680398         462735275         462789793         462846130         462899477   
448008797      448137216         448256149         448375998         461980922         462062662         462154220         462217506         462276254         462329558         462388869         462459298         462517988         462572108         462622374         462680406         462735424         462789843         462846379         462899501   
448008862      448137257         448256198         448376020         461980930         462062670         462154238         462217514         462276270         462329574         462388877         462459306         462518119         462572124         462622390         462680414         462735432         462789918         462846387         462899527   
448008920      448137265         448256214         448376087         461980955         462062712         462154253         462217522         462276288         462329590         462388893         462459314         462518143         462572132         462622432         462680422         462735440         462789967         462846395         462899535   
448008961      448137638         448256230         448376509         461980997         462062910         462154261         462217605         462276304         462329681         462388901         462459629         462518150         462572249         462622440         462680463         462735457         462790262         462846403         462899618   
448008987      448137695         448256255         448376517         461981029         462062951         462154279         462217647         462276312         462329699         462388935         462459637         462518168         462572256         462622457         462680497         462735507         462790320         462846429         462899675   
448009027      448137729         448256289         448376558         461981052         462062985         462154303         462217654         462276338         462329707         462388984         462459678         462518192         462572264         462622473         462680513         462735515         462790338         462846437         462899683   
448009316      448137745         448256545         448376624         461981227         462063058         462154618         462217688         462276445         462329715         462389024         462459694         462518291         462572280         462622598         462680554         462735606         462790387         462846551         462899758   
448009324      448137794         448256552         448376640         461981326         462063066         462154642         462217704         462276460         462329723         462389032         462459710         462518333         462572306         462622606         462680588         462735663         462790403         462846585         462899766   
448009332      448137844         448256586         448376657         461981334         462063074         462154659         462217738         462276494         462329731         462389065         462459736         462518358         462572314         462622614         462680596         462735671         462790502         462846619         462899774   
448009357      448138180         448256594         448376988         461981342         462063090         462154667         462217803         462276528         462329905         462389073         462459942         462518366         462572405         462622622         462680778         462735689         462790718         462846643         462899923   
448009365      448138206         448256644         448377051         461981367         462063181         462154709         462217811         462276544         462329921         462389099         462459959         462518416         462572413         462622630         462680794         462735697         462790734         462846650         462899931   
448009449      448138339         448256735         448377077         461981383         462063199         462154717         462217837         462276601         462329962         462389107         462459975         462518424         462572447         462622648         462680810         462735705         462790767         462846668         462899956   
448009597      448138412         448256974         448377101         461981490         462063264         462154881         462217845         462276676         462330044         462389313         462459983         462518556         462572454         462622739         462680869         462733924         462790775         462846825         462899964   
448009738      448138438         448256990         448377176         461981557         462063298         462154956         462217878         462276692         462330051         462389339         462460007         462518606         462572462         462622747         462680877         462733932         462790791         462846833         462899972   
448009936      448138586         448257014         448377192         461981565         462063314         462154998         462217886         462276700         462330069         462389370         462460023         462518614         462572488         462622796         462680893         462733957         462790809         462846858         462899998   
448009944      448138800         448257097         448377283         461981573         462063603         462155003         462218041         462276726         462330242         462389396         462457441         462518648         462572587         462622820         462681073         462733973         462791088         462846882         462900168   
448010025      448138842         448257154         448377291         461981581         462063629         462155045         462218066         462276734         462330259         462389404         462457532         462518655         462572595         462622846         462681115         462734005         462791104         462846916         462900192   
448010066      448138859         448257253         448377317         461981599         462063660         462155052         462218074         462276759         462330267         462389412         462457540         462518697         462572603         462622853         462681123         462734047         462791146         462846932         462900218   
448010629      448138867         448257600         448377358         461981797         462063728         462152596         462218082         462276841         462330341         462389628         462457599         462518903         462572611         462623018         462681131         462734286         462791179         462847088         462900226   
448010678      448138883         448257618         448377374         461981847         462063736         462152612         462218090         462276858         462330432         462389644         462457631         462518937         462572629         462623042         462681149         462734294         462791203         462847096         462900234   
448010728      448138925         448257642         448377390         461981920         462063835         462152620         462218108         462276866         462330499         462389743         462457698         462518945         462572637         462623059         462681156         462734310         462791229         462847146         462900267   
448010835      448134924         448257659         448377697         461981946         462063967         462152679         462218199         462276908         462330796         462389750         462457938         462518960         462572728         462623091         462681297         462734336         462791245         462847153         462900374   
448010868      448134957         448257683         448377739         461981979         462063975         462152687         462218207         462276916         462330820         462389768         462457953         462519018         462572736         462623109         462681313         462734344         462791252         462847179         462900382   
448010892      448134965         448257717         448377747         461982084         462063983         462152778         462218215         462276924         462330853         462389776         462457961         462519026         462572744         462623133         462681339         462734351         462791286         462847195         462900424   
448011072      448134973         448257881         448377754         461982274         462063991         462153016         462218223         462276999         462330879         462389958         462458043         462519042         462572751         462623273         462681347         462734492         462791294         462847328         462900457   
448011148      448134999         448257915         448377812         461982373         462064031         462153032         462218231         462277005         462330895         462389966         462458068         462519067         462572769         462623281         462681362         462734500         462791302         462847336         462900473   
448011304      448135012         448257949         448377861         461982464         462064056         462153099         462218256         462277021         462330903         462390006         462458100         462519075         462572777         462623299         462681388         462734518         462791336         462847344         462900481   
448011320      448135582         448258020         448378323         461982498         462064296         462153172         462218272         462277047         462331059         462390022         462458225         462519083         462572942         462623307         462681495         462734526         462791575         462847351         462900572   
448011395      448135681         448258079         448378356         461982506         462064320         462153230         462218280         462277070         462331083         462390030         462458274         462519158         462572959         462623356         462681503         462734567         462791591         462847369         462900598   
448011403      448135723         448258095         448378380         461982522         462064353         462153248         462218306         462277096         462331091         462390048         462458290         462519174         462572991         462623364         462681511         462734583         462791617         462847377         462900614   
448011791      448135780         448258103         448378398         461982787         462064361         462153420         462218314         462277237         462331133         462390220         462458308         462519422         462573015         462623604         462681529         462734765         462791641         462845553         462900630   
448011890      448135830         448258111         448378455         461982795         462064395         462153446         462218322         462277278         462331158         462390253         462458332         462519448         462573049         462623646         462681552         462734781         462791666         462845561         462900671   
448011924      448135848         448258145         448378471         461982837         462064403         462153503         462218348         462277286         462331174         462390279         462458381         462519463         462573064         462623661         462681586         462734823         462791674         462845595         462900705   
448011957      448136077         448258160         448378810         461982878         462064544         462153511         462218504         462277294         462331307         462390287         462458597         462519497         462571829         462623703         462681750         462734849         462791831         462845629         462900788   
448012021      448136135         448258186         448378844         461982902         462064569         462153552         462218512         462277310         462331315         462390295         462458647         462519521         462571837         462623711         462681800         462734898         462791856         462845660         462900838   
448012104      448136150         448258319         448378927         461982944         462064627         462153578         462218520         462277369         462331349         462390303         462458688         462519547         462571845         462623729         462681818         462734914         462791872         462845694         462900846   
448012468      448136168         448258749         448378935         461983157         462064635         462153784         462218553         462275892         462331364         462390485         462458720         462519760         462571852         462623836         462681842         462735044         462791898         462845827         462900887   
448012567      448136325         448258814         448378992         461983165         462064643         462153826         462218561         462275900         462331380         462390550         462458738         462519778         462571902         462623885         462681883         462735069         462791914         462845850         462900937   
448012690      448136333         448258822         448379008         461983181         462064726         462153867         462218579         462275926         462331398         462390576         462458761         462519794         462571910         462623893         462681891         462735093         462791922         462845868         462900960   
448012872      448136887         448258855         448375758         461983199         462064999         462153883         462218645         462275942         462331497         462390584         462458985         462519810         462571993         462623901         462681990         462735101         462792052         462845876         462900978   
448012997      448136895         448258905         448375766         461983272         462065012         462153909         462218652         462275991         462331505         462390592         462459025         462519828         462572009         462623935         462682006         462735135         462792060         462845900         462901026   
448013078      448136978         448258913         448375774         461983306         462065038         462153933         462218660         462276007         462331562         462390618         462459082         462519836         462572017         462623943         462682014         462735143         462792078         462845967         462901034   
448013276      448136994         448259267         448375808         461983462         462065053         462154113         462218678         462276122         462331588         462390907         462459116         462519968         462572025         462623950         462682022         462735333         462792086         462846163         462901042   
448013292      448137059         448259440         448375881         461983496         462065087         462154147         462218686         462276130         462331596         462390972         462459173         462519984         462572041         462623992         462682030         462735341         462792102         462846197         462901075   
448013318      448137125         448259473         448375923         461983512         462065103         462154162         462218694         462276163         462331604         462390980         462459181         462520024         462572058         462624040         462682055         462735358         462792151         462846205         462901083   
448013383      448137299         448259507         448376111         461983546         462065277         462154170         462218777         462276189         462331620         462391004         462459322         462520057         462572157         462624073         462682196         462735366         462792284         462846221         462901273   
448013433      448137307         448259556         448376178         461983595         462065293         462154196         462218801         462276213         462331638         462391020         462459397         462520073         462572165         462624081         462682204         462735374         462792292         462846270         462901299   
448013466      448137422         448259580         448376285         461983637         462065335         462154204         462218843         462276221         462331646         462391038         462459405         462520099         462572173         462624107         462682238         462735416         462792318         462846304         462901315   
448013797      448137463         448259796         448376293         461983678         462065343         462154386         462218850         462276346         462331661         462391244         462459447         462520214         462572181         462624230         462682261         462735523         462792334         462846445         462901323   
448013813      448137471         448259903         448376418         461983686         462065368         462154519         462218876         462276361         462331679         462391251         462459553         462520248         462572207         462624289         462682279         462735531         462792342         462846460         462901349   
448013888      448137588         448259952         448376491         461983769         462065400         462154535         462218884         462276379         462331703         462391277         462459595         462520255         462572231         462624339         462682287         462735549         462792375         462846494         462901356   
448014043      448137893         448259994         448376681         461983801         462065640         462154543         462218959         462276403         462331802         462391285         462459835         462520271         462572348         462624370         462680612         462735556         462792565         462846502         462901547   
448014084      448137935         448260018         448376707         461983819         462065665         462154584         462218975         462276411         462331810         462391327         462459843         462520289         462572355         462624396         462680646         462735564         462792607         462846528         462901596   
448014100      448138008         448260042         448376749         461983843         462065731         462154600         462218983         462276437         462331828         462391335         462459876         462520297         462572363         462624420         462680679         462735598         462792680         462846544         462901612   
448014373      448138073         448260505         448376897         461984114         462065749         462154766         462218991         462276619         462331836         462389115         462459884         462520453         462572371         462624594         462680703         462735713         462792698         462846684         462901638   
448014399      448138107         448260562         448376947         461984122         462065798         462154774         462219007         462276627         462331844         462389156         462459900         462520461         462572389         462624602         462680711         462735762         462792706         462846742         462901653   
448014415      448138149         448260646         448376954         461984130         462065954         462154782         462219015         462276635         462331869         462389180         462459926         462520479         462572397         462624628         462680752         462735770         462792714         462846759         462901661   
448014456      448138636         448260653         448377200         461984148         462063397         462154808         462219098         462276643         462332024         462389198         462460031         462520487         462572512         462624636         462680927         462735788         462792946         462846767         462901802   
448014464      448138669         448260687         448377226         461984171         462063439         462154816         462219114         462276650         462332065         462389222         462460049         462520495         462572520         462624651         462680968         462735804         462792995         462846791         462901828   
448014522      448138677         448260695         448377234         461984189         462063462         462154824         462219122         462276668         462332107         462389271         462460056         462520511         462572546         462624669         462681016         462735820         462793001         462846809         462901836   

 


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448010108      448138727         448261198         448377242         461984437         462063470         462155078         462219130         462276775         462332115         462389487         462460072         462520677         462572553         462624826         462681024         462735838         462793118         462846940         462901851   
448010207      448138784         448261263         448377259         461984478         462063520         462155086         462219148         462276783         462332123         462389529         462460098         462520693         462572561         462624834         462681032         462735853         462793134         462847013         462901885   
448010256      448138792         448261305         448377267         461984510         462063579         462155102         462219213         462276791         462332131         462389537         462460155         462520701         462572579         462624859         462681065         462735861         462793167         462847021         462901919   
448010389      448139055         448261396         448377416         461984528         462063843         462155151         462219429         462276817         462332271         462389560         462460171         462520719         462572652         462624867         462681164         462735879         462793282         462847039         462902065   
448010587      448139097         448261412         448377481         461984544         462063868         462155177         462219437         462276825         462332289         462389602         462460221         462520727         462572660         462624875         462681198         462735887         462793340         462847054         462902081   
448010611      448139113         448261420         448377606         461984585         462063900         462155219         462219460         462276833         462332297         462389610         462460262         462520792         462572686         462624917         462681206         462735895         462793365         462847062         462902115   
448010926      448139212         448261610         448377622         461984924         462063918         462155235         462219486         462276932         462332305         462389784         462460270         462520941         462572694         462625062         462681214         462736059         462793415         462847203         462902149   
448010967      448139238         448261693         448377648         461984932         462063926         462155243         462219528         462276940         462332313         462389792         462460288         462520966         462572702         462625070         462681263         462736075         462793423         462847211         462902156   
448010983      448139329         448261735         448377663         461985038         462063934         462155268         462219536         462276957         462332321         462389859         462460296         462520974         462572710         462625088         462681289         462736133         462793449         462847245         462902164   
448011015      448139337         448261776         448377952         461985053         462064080         462155292         462219783         462276965         462332420         462389883         462460452         462521006         462572785         462625104         462681412         462736158         462791344         462847260         462902263   
448011023      448139378         448261842         448377978         461985079         462064148         462155318         462219791         462276973         462332438         462389909         462460460         462521014         462572835         462625112         462681420         462736166         462791393         462847286         462902289   
448011056      448139410         448261867         448378075         461985095         462064163         462155326         462219825         462276981         462332446         462389941         462460510         462521030         462572868         462625120         462681438         462736174         462791401         462847294         462902305   
448011437      448139444         448262170         448378117         461985244         462064189         462155508         462219833         462277104         462332461         462390063         462460528         462519257         462572884         462625203         462681446         462736430         462791450         462847393         462902321   
448011478      448139451         448262246         448378232         461985285         462064247         462155516         462219841         462277112         462332487         462390089         462460536         462519299         462572918         462625211         462681453         462736448         462791468         462847401         462902370   
448011577      448139469         448262303         448378273         461985327         462064254         462155540         462219858         462277161         462332511         462390147         462460551         462519331         462572926         462625229         462681487         462736497         462791567         462847427         462902388   
448011585      448139741         448262378         448378505         461985343         462064437         462155581         462218389         462277187         462332628         462390170         462460775         462519372         462573098         462625245         462681610         462736554         462791716         462847476         462902537   
448011643      448139766         448262477         448378562         461985384         462064445         462155615         462218413         462277203         462332636         462390188         462460791         462519398         462573106         462625286         462681636         462736562         462791724         462847484         462902545   
448011759      448139774         448262485         448378604         461985392         462064452         462155631         462218439         462277211         462332651         462390212         462460809         462519406         462573189         462625294         462681651         462736570         462791740         462847492         462902552   
448012112      448139782         448258392         448378646         461985699         462064494         462155755         462218470         462277377         462332669         462390329         462460841         462519562         462573221         462625419         462681677         462736711         462791765         462847518         462902560   
448012161      448139790         448258442         448378661         461985764         462064502         462155805         462218488         462277385         462332701         462390345         462460882         462519653         462573239         462625443         462681719         462736760         462791781         462847526         462902628   
448012195      448139808         448258491         448378687         461985863         462064510         462155821         462218496         462277393         462332727         462390386         462460916         462519687         462573254         462625468         462681735         462736778         462791815         462847542         462902669   
448012377      448140350         448258582         448379032         461985897         462064734         462155839         462218587         462277435         462332859         462390410         462461054         462519695         462573379         462625476         462681909         462736828         462791930         462847567         462902909   
448012435      448140384         448258608         448379040         461985905         462064791         462155896         462218595         462277450         462332875         462390428         462461062         462519729         462573387         462625484         462681917         462736836         462791948         462847591         462902917   
448012450      448140392         448258640         448379123         461985913         462064817         462155920         462218603         462277476         462332883         462390477         462461104         462519737         462573429         462625534         462681933         462736844         462791963         462847609         462902933   
448013128      448140418         448259093         448379172         461986069         462064833         462156076         462218611         462277492         462332891         462390642         462461120         462519877         462573437         462625740         462681941         462736992         462791971         462847732         462902941   
448013136      448140475         448259101         448379222         461986085         462064916         462156118         462218629         462277534         462332909         462390683         462461153         462519893         462573445         462625773         462681966         462737024         462791989         462847740         462902958   
448013144      448140582         448259176         448379230         461986093         462064981         462156134         462218637         462277542         462332917         462390725         462461179         462519901         462573494         462625799         462681974         462737032         462791997         462847757         462902966   
448013185      448140913         448259200         448379412         461986168         462065129         462156175         462218702         462277559         462333147         462390808         462461336         462519919         462573619         462625815         462682063         462737040         462792177         462847773         462901091   
448013219      448140921         448259226         448379446         461986176         462065145         462156209         462218710         462277567         462333162         462390824         462461351         462519935         462573627         462625856         462682071         462737107         462792185         462847781         462901117   
448013227      448140947         448259242         448379636         461986234         462065160         462156266         462218728         462277575         462333196         462390899         462461369         462519943         462573643         462625864         462682097         462737115         462792193         462847815         462901133   
448013508      448140970         448259598         448379644         461986457         462065186         462156506         462218736         462277674         462333204         462391079         462461427         462520107         462573650         462624115         462682105         462737248         462792219         462848011         462901182   
448013623      448140996         448259606         448379651         461986481         462065194         462156522         462218751         462277682         462333246         462391103         462461484         462520123         462573700         462624123         462682139         462737271         462792235         462848045         462901216   
448013656      448141044         448259655         448379693         461986507         462065228         462156530         462218769         462277690         462333261         462391145         462461492         462520131         462573718         462624156         462682188         462737289         462792243         462848060         462901240   
448013680      448141341         448259697         448379958         461986572         462065483         462156555         462218892         462277708         462331711         462391160         462461674         462520149         462573890         462624172         462682303         462737305         462792383         462848094         462901380   
448013714      448141432         448259705         448379990         461986598         462065509         462156563         462218900         462277724         462331729         462391194         462461682         462520164         462573908         462624180         462682329         462737354         462792417         462848169         462901406   
448013789      448141440         448259754         448380055         461986606         462065525         462156571         462218918         462277732         462331737         462391210         462461690         462520180         462573924         462624198         462682345         462737370         462792466         462848177         462901422   
448014159      448141465         448260174         448380089         461983850         462065582         462156845         462218926         462277849         462331745         462391343         462461708         462520313         462573965         462624446         462682352         462737479         462792482         462848342         462901448   
448014233      448141523         448260224         448380139         461983942         462065616         462156852         462218934         462277856         462331760         462391368         462461724         462520347         462574005         462624479         462682402         462737487         462792516         462848367         462901455   
448014241      448141630         448260232         448380154         461983959         462065624         462156910         462218942         462277864         462331778         462391376         462461799         462520362         462574013         462624537         462682444         462737495         462792557         462848391         462901513   
448014258      448141861         448260281         448380998         461983967         462065962         462156936         462219023         462277880         462331893         462391392         462462011         462520388         462574179         462624545         462682501         462737503         462792722         462848417         462901679   
448014340      448142133         448260398         448381004         461984007         462065970         462156977         462219049         462277898         462331935         462391400         462462037         462520420         462574187         462624552         462682527         462737529         462792763         462848441         462901703   
448014365      448142208         448260448         448381087         461984072         462065988         462156985         462219056         462277914         462331943         462391442         462462086         462520446         462574203         462624578         462682584         462737545         462792797         462848458         462901711   
448014530      448142240         448260786         448381152         461984197         462066010         462157173         462219064         462278037         462331950         462391467         462462094         462520552         462574229         462624677         462682626         462737669         462792847         462848755         462901729   
448014704      448142265         448260802         448381178         461984205         462066028         462157207         462219072         462278045         462331976         462391475         462462136         462520560         462574245         462624685         462682634         462737677         462792854         462848763         462901745   
448014738      448142299         448260844         448381210         461984262         462066101         462157231         462219080         462278052         462331984         462391491         462462144         462520578         462574252         462624743         462682659         462737685         462792904         462848839         462901752   
448014761      448142489         448261024         448381426         461984320         462066234         462157249         462219346         462278060         462332149         462391541         462462318         462520602         462574385         462624776         462682873         462737701         462793175         462848847         462901935   
448014779      448142539         448261032         448381434         461984361         462066242         462157264         462219361         462278078         462332172         462391582         462462391         462520644         462574393         462624800         462682881         462737719         462793183         462848862         462901943   
448014795      448142554         448261131         448381442         461984387         462066275         462157272         462219387         462278144         462332180         462391616         462462417         462520669         462574401         462624818         462682923         462737727         462793209         462848870         462901992   
448014878      448142562         448261461         448381467         461984601         462066283         462157421         462219395         462278284         462332198         462391830         462462425         462520800         462574419         462624925         462682980         462735903         462793241         462848979         462902024   
448014894      448142596         448261495         448381491         461984684         462066317         462157462         462219403         462278300         462332230         462391848         462462433         462520826         462574526         462624982         462682998         462735937         462793258         462849076         462902032   
448014985      448142612         448261529         448381533         461984783         462066325         462157579         462219411         462278318         462332255         462391897         462462490         462520834         462574534         462625013         462683020         462735994         462793274         462849092         462902040   
448015024      448143065         448261552         448381749         461984809         462066572         462157595         462219692         462278326         462332347         462391921         462460312         462520842         462574666         462625039         462683186         462736000         462793472         462849100         462902172   
448015032      448143248         448261560         448381798         461984858         462066580         462157611         462219718         462278342         462332354         462391988         462460320         462520859         462574674         462625047         462683194         462736026         462793498         462849118         462902180   
448015057      448143255         448261594         448381806         461984908         462066622         462157637         462219726         462278359         462332362         462391996         462460346         462520933         462574682         462625054         462683210         462736034         462793522         462849126         462902206   
448015321      448143297         448261941         448381921         461985111         462066648         462155334         462219759         462278433         462332370         462392150         462460395         462521048         462574690         462625138         462683236         462736208         462793530         462849225         462902214   
448015339      448143339         448261958         448381970         461985129         462066671         462155342         462219767         462278441         462332396         462392192         462460429         462521105         462574716         462625146         462683244         462736224         462793589         462849233         462902230   
448015354      448143370         448262063         448382044         461985137         462066697         462155359         462219775         462278466         462332412         462392200         462460437         462521113         462574724         462625153         462683269         462736323         462793647         462849241         462902255   
448015370      448139501         448262089         448382200         461985145         462067018         462155417         462219866         462278474         462332529         462392218         462460569         462521188         462574880         462625179         462683426         462736331         462793696         462849266         462902396   
448015396      448139527         448262105         448382226         461985160         462067042         462155458         462219890         462278524         462332537         462392234         462460577         462521220         462574898         462625187         462683434         462736349         462793738         462849274         462902438   
448015412      448139600         448262139         448382234         461985210         462067125         462155474         462219940         462278599         462332545         462392267         462460643         462521246         462574914         462625195         462683442         462736422         462793811         462849282         462902479   
448015826      448139618         448262550         448382291         461985558         462067174         462155649         462219957         462278789         462332552         462392515         462460668         462521253         462574922         462625302         462683459         462736588         462793852         462849506         462902503   
448015875      448139634         448262642         448382309         461985582         462067190         462155672         462219965         462278797         462332560         462392564         462460726         462521279         462574930         462625344         462683475         462736596         462793894         462849514         462902511   
448015917      448139683         448262675         448382333         461985616         462067224         462155680         462219999         462278805         462332610         462392572         462460759         462521295         462574963         462625369         462683483         462736604         462793936         462849605         462902529   

 


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448015933      448139840         448262741         448382770         461985624         462067489         462155714         462220013         462278813         462332750         462392614         462460924         462521303         462575168         462625385         462683723         462736620         462794157         462849647         462902685   
448015941      448139931         448262758         448382788         461985632         462067497         462155730         462220039         462278839         462332768         462392622         462460957         462521311         462575176         462625393         462683772         462736646         462794165         462849654         462902719   
448016022      448140004         448262782         448382838         461985657         462067505         462155748         462220047         462278847         462332776         462392663         462460981         462521329         462575218         462625401         462683780         462736687         462794199         462849662         462902768   
448016568      448140046         448262816         448382986         461985921         462067562         462155938         462220104         462278987         462332784         462392960         462461013         462521444         462575226         462625542         462683848         462736851         462794207         462847617         462902792   
448016592      448140087         448262881         448382994         461985939         462067570         462155953         462220138         462279027         462332826         462392978         462461039         462521451         462575242         462625559         462683863         462736877         462794223         462847633         462902834   
448016626      448140103         448262899         448383034         461985954         462067612         462155987         462220153         462279035         462332842         462392994         462461047         462521477         462575309         462625575         462683889         462736885         462794256         462847666         462902875   
448016683      448140640         448263020         448383489         461985996         462068123         462155995         462220344         462279043         462332974         462393018         462461187         462521493         462573502         462625625         462684044         462736893         462794512         462847674         462902982   
448016717      448140673         448263046         448383505         461986028         462068156         462156043         462220385         462279068         462333006         462393034         462461203         462521519         462573510         462625633         462684077         462736901         462794546         462847690         462903022   
448016725      448140715         448263061         448383596         461986036         462068222         462156050         462220419         462279100         462333014         462393067         462461237         462521535         462573544         462625732         462684093         462736943         462794553         462847716         462903055   
448017046      448140723         448263400         448383620         461986242         462068230         462156274         462220435         462277583         462333022         462393216         462461252         462521667         462573551         462625872         462684119         462737131         462794579         462847831         462903089   
448017095      448140749         448263491         448383661         461986267         462068271         462156332         462220443         462277609         462333048         462393232         462461260         462521683         462573577         462625880         462684127         462737164         462794587         462847856         462903097   
448017111      448140798         448263517         448383810         461986325         462068453         462156415         462220476         462277617         462333055         462393240         462461310         462521725         462573601         462625906         462684143         462737172         462794595         462847880         462903105   
448017301      448141051         448263574         448379701         461986366         462068651         462156464         462220674         462277641         462333311         462393257         462461542         462521782         462573759         462625914         462684275         462737180         462794785         462847930         462903113   
448017319      448141085         448263624         448379719         461986424         462068685         462156472         462220682         462277658         462333329         462393273         462461575         462521790         462573783         462625930         462684317         462737214         462794819         462847948         462903139   
448017350      448141127         448263640         448379792         461986440         462068693         462156480         462220724         462277666         462333352         462393299         462461583         462521915         462573791         462625955         462684325         462737222         462794827         462847955         462903154   
448017848      448141135         448264044         448379859         461986622         462068701         462156597         462220757         462277740         462333378         462393489         462461591         462522137         462573809         462625971         462684390         462737388         462794884         462848219         462903162   
448017889      448141168         448264069         448379891         461986630         462068727         462156639         462220765         462277773         462333386         462393497         462461609         462522194         462573858         462625997         462684416         462737396         462794934         462848227         462903170   
448017905      448141291         448264150         448379909         461986671         462068784         462156654         462220781         462277781         462333402         462393505         462461658         462522202         462573866         462626003         462684424         462737404         462794967         462848235         462903188   
448017947      448141689         448264267         448380162         461986697         462069261         462156662         462221102         462277799         462333410         462393513         462461815         462522228         462574039         462626029         462684531         462737420         462795212         462848243         462903329   
448017954      448141697         448264291         448380667         461986705         462069477         462156704         462221136         462277823         462333436         462393521         462461856         462522251         462574054         462626094         462684549         462737438         462795238         462848250         462903337   
448017996      448141713         448264358         448380741         461986713         462069501         462156829         462221144         462277831         462333469         462393547         462461872         462522293         462574062         462626151         462684556         462737446         462795246         462848276         462903352   
448018283      448141788         448264689         448380766         461986747         462069535         462156993         462221177         462277922         462333519         462393653         462461898         462522483         462574088         462626334         462684564         462737552         462795253         462848466         462903394   
448018317      448141820         448264713         448380782         461986770         462069568         462157033         462221250         462277930         462333527         462393661         462461930         462522509         462574112         462626375         462684572         462737560         462795287         462848474         462903402   
448018333      448141838         448264796         448380980         461986796         462069584         462157058         462221276         462277963         462333543         462393745         462462003         462522558         462574146         462626391         462684606         462737594         462795303         462848573         462903410   
448018382      448142349         448264861         448381251         461986812         462069972         462157090         462221458         462277989         462333683         462393828         462462151         462522582         462574278         462626425         462682667         462737628         462795519         462848615         462903501   
448018408      448142364         448264879         448381269         461986853         462069980         462157132         462221474         462278011         462333725         462393844         462462169         462522608         462574286         462626441         462682808         462737644         462795527         462848664         462903543   
448018457      448142414         448264903         448381327         461986911         462070087         462157157         462221482         462278029         462333733         462393869         462462177         462522673         462574302         462626490         462682816         462737651         462795535         462848714         462903550   
448018739      448142448         448265249         448381343         461987026         462070103         462157280         462221516         462278169         462333741         462391665         462462284         462522905         462574310         462626631         462682824         462737735         462795543         462848904         462903584   
448018788      448142455         448265272         448381392         461987174         462070111         462157322         462221524         462278201         462333758         462391699         462462292         462522913         462574336         462626656         462682832         462737768         462795550         462848912         462903600   
448018796      448142463         448265306         448381418         461987190         462070160         462157348         462221532         462278219         462333782         462391715         462462300         462522921         462574351         462626664         462682865         462737800         462795568         462848920         462903618   
448019125      448142661         448265330         448381541         461987216         462066341         462157355         462221771         462278250         462333980         462391764         462462540         462522939         462574542         462626672         462683046         462737818         462795725         462848946         462903709   
448019141      448142794         448265470         448381558         461987224         462066440         462157397         462221789         462278268         462334004         462391798         462462557         462522954         462574559         462626680         462683079         462737826         462795733         462848953         462903717   
448019158      448142869         448265595         448381574         461987281         462066457         462157405         462221813         462278276         462334012         462391822         462462565         462523010         462574617         462626706         462683095         462737834         462795774         462848961         462903725   
448015115      448142927         448265884         448381608         461987463         462066499         462157686         462221839         462278367         462334046         462392002         462462607         462523168         462574625         462626839         462683103         462737842         462795782         462849134         462903733   
448015180      448142943         448265892         448381632         461987521         462066515         462157744         462221904         462278375         462334061         462392028         462462649         462523226         462574633         462626847         462683145         462737875         462795808         462849142         462903758   
448015206      448143024         448265926         448381723         461987539         462066564         462157801         462221912         462278391         462334079         462392069         462462656         462523242         462574641         462626854         462683152         462737891         462795832         462849175         462903790   
448015255      448143388         448265934         448382085         461987604         462066721         462157827         462222068         462278409         462334178         462392077         462462755         462523259         462574732         462626870         462683285         462737909         462795972         462849183         462903881   
448015263      448143453         448265942         448382135         461987661         462066804         462157868         462222076         462278417         462334251         462392127         462462771         462523291         462574773         462626896         462683293         462737917         462796020         462849191         462903899   
448015305      448143479         448265967         448382150         461987679         462066887         462157884         462222084         462278425         462334277         462392135         462462797         462523309         462574781         462626904         462683319         462737925         462796053         462849209         462903907   
448015461      448143511         448266338         448382168         461987851         462066895         462157983         462222092         462278649         462334285         462392374         462462805         462523481         462574799         462627043         462683327         462738139         462796061         462849324         462903915   
448015529      448143610         448266379         448382176         461987893         462066960         462158015         462222118         462278706         462334293         462392382         462462813         462523499         462574807         462627068         462683392         462738162         462796079         462849332         462903923   
448015594      448143677         448266395         448382184         461987901         462066986         462158049         462222175         462278714         462334319         462392408         462462862         462523507         462574815         462627100         462683418         462738212         462796087         462849373         462903931   
448015602      448143735         448266486         448382408         461987935         462067257         462158064         462222373         462278722         462334491         462392432         462463134         462523523         462574989         462627126         462683517         462738220         462793969         462849415         462904004   
448015669      448143842         448266510         448382440         461987976         462067281         462158122         462222399         462278748         462334509         462392457         462463159         462523564         462575069         462627209         462683525         462738279         462793985         462849423         462904012   
448015818      448143891         448266544         448382499         461987984         462067299         462158130         462222407         462278755         462334517         462392507         462463167         462523572         462575085         462627225         462683590         462738287         462793993         462849456         462904038   
448016139      448143909         448266973         448382507         461988172         462067356         462158288         462222415         462278888         462334525         462392689         462463183         462521352         462575093         462627423         462683665         462738444         462794009         462849670         462904046   
448016188      448144089         448267120         448382606         461988214         462067414         462158296         462222423         462278912         462334541         462392754         462463191         462521360         462575143         462627456         462683673         462738451         462794033         462849688         462904053   
448016345      448144105         448267146         448382739         461988263         462067471         462158320         462222431         462278946         462334558         462392770         462463217         462521402         462575150         462627472         462683707         462738469         462794108         462849712         462904079   
448016451      448144311         448267195         448383166         461988297         462067653         462158429         462220195         462278953         462334681         462392812         462463308         462521410         462575333         462627506         462683921         462738493         462794314         462849738         462904160   
448016477      448144345         448267211         448383182         461988313         462067703         462158460         462220211         462278961         462334723         462392937         462463316         462521428         462575341         462627514         462683947         462738501         462794322         462849746         462904178   
448016527      448144360         448267252         448383224         461988321         462067786         462158478         462220229         462278979         462334756         462392952         462463332         462521436         462575358         462627522         462683954         462738527         462794348         462849761         462904186   
448016758      448144428         448263129         448383364         461988651         462067802         462158593         462220237         462279118         462334764         462393075         462463357         462521550         462575366         462627662         462683962         462738675         462794439         462849837         462904202   
448016816      448144451         448263145         448383422         461988685         462068065         462158601         462220245         462279134         462334798         462393083         462463381         462521568         462575390         462627696         462683970         462738691         462794488         462849860         462904251   
448016949      448144501         448263160         448383448         461988693         462068081         462158619         462220252         462279159         462334822         462393109         462463407         462521576         462575408         462627753         462684028         462738717         462794496         462849878         462904269   
448016956      448144717         448263269         448383869         461988701         462068479         462158627         462220492         462279167         462335027         462393141         462463563         462521584         462575416         462627761         462684150         462738725         462794603         462849902         462904376   
448017004      448144725         448263343         448383885         461988719         462068503         462158635         462220617         462279175         462335084         462393190         462463571         462521592         462575424         462627779         462684168         462738733         462794637         462849936         462904400   
448017020      448144766         448263384         448383919         461988735         462068511         462158643         462220625         462279191         462335134         462393208         462463589         462521600         462575473         462627787         462684176         462738741         462794660         462849944         462904467   
448017384      448144857         448263715         448383927         461988982         462068545         462158890         462220633         462279217         462335159         462393331         462463605         462521923         462575499         462627944         462684192         462738881         462794686         462850108         462904475   
448017426      448144972         448263756         448384008         461989014         462068586         462158908         462220641         462279241         462335175         462393349         462463613         462521931         462575531         462627951         462684200         462738915         462794694         462850140         462904483   
448017475      448145011         448263822         448384024         461989063         462068628         462158916         462220666         462279258         462335191         462393380         462463621         462521998         462575556         462627969         462684218         462738931         462794769         462850157         462904491   
448017616      448145508         448263855         448384032         461989097         462068818         462158932         462220823         462279282         462335464         462393398         462463761         462522046         462575747         462627977         462684432         462738949         462795006         462850181         462903204   
448017640      448145524         448263905         448384065         461989105         462068826         462158973         462220971         462279324         462335514         462393422         462463803         462522061         462575754         462628009         462684440         462738956         462795022         462850215         462903220   
448017723      448145540         448263970         448384099         461989154         462068974         462158999         462221003         462279332         462335522         462393455         462463829         462522103         462575770         462628025         462684457         462738980         462795048         462850231         462903261   

 


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448018044      448145557         448264366         448384107         461989402         462069055         462159195         462221037         462279498         462335555         462393570         462463878         462522301         462575796         462626177         462684473         462739103         462795071         462850348         462903287   
448018051      448145565         448264473         448384198         461989436         462069113         462159203         462221052         462279506         462335563         462393588         462463894         462522327         462575812         462626185         462684515         462739111         462795154         462850371         462903303   
448018135      448145573         448264564         448384222         461989451         462069162         462159260         462221060         462279548         462335704         462393596         462463902         462522384         462575838         462626227         462684523         462739129         462795162         462850389         462903311   
448018143      448145839         448264572         448384503         461989469         462069683         462159310         462221292         462279571         462333568         462393612         462464157         462522392         462575929         462626250         462684614         462739137         462795352         462850405         462903428   
448018168      448145938         448264614         448384537         461989485         462069691         462159328         462221326         462279605         462333576         462393638         462464165         462522426         462575960         462626292         462684630         462739145         462795394         462850413         462903436   
448018176      448146043         448264622         448384552         461989535         462069725         462159377         462221342         462279621         462333600         462393646         462464173         462522467         462575986         462626300         462684655         462739152         462795402         462850421         462903444   
448018465      448146100         448264986         448384669         461986929         462069758         462159559         462221367         462279803         462333626         462393927         462464199         462522715         462576034         462626508         462684663         462739285         462795428         462850512         462903451   
448018515      448146233         448265033         448384677         461986952         462069790         462159591         462221409         462279837         462333667         462393943         462464249         462522723         462576042         462626524         462684705         462739293         462795469         462850520         462903477   
448018564      448146258         448265058         448384701         461986960         462069915         462159617         462221441         462279944         462333675         462393950         462464256         462522764         462576067         462626573         462684713         462739335         462795493         462850546         462903485   
448018614      448146597         448265108         448385179         461986978         462070228         462159633         462221623         462280025         462333790         462393968         462464397         462522772         462576299         462626581         462684721         462739350         462795592         462850553         462903634   
448018655      448146621         448265140         448385187         461986994         462070251         462159641         462221649         462280165         462333824         462393984         462464447         462522814         462576315         462626615         462684739         462739368         462795626         462850579         462903642   
448018713      448146662         448265215         448385211         461987000         462070293         462159724         462221656         462280173         462333865         462393992         462464504         462522889         462576349         462626623         462684747         462739384         462795634         462850595         462903659   
448019281      448146704         448265652         448385229         461987299         462070343         462160011         462221722         462280413         462333881         462394016         462464520         462523036         462576364         462626722         462684754         462739533         462795642         462850736         462903667   
448019299      448146761         448265660         448385245         461987315         462070350         462160029         462221730         462280454         462333899         462394032         462464546         462523044         462576372         462626771         462684762         462739541         462795675         462850744         462903683   
448019364      448146803         448265736         448385310         461987323         462070392         462160078         462221748         462280470         462333972         462394073         462464579         462523085         462576398         462626789         462684788         462739558         462795683         462850793         462903691   
448019455      448146944         448265769         448385583         461987349         462070400         462160102         462221953         462280488         462334087         462394115         462464876         462523119         462576612         462626805         462684937         462739566         462795840         462850827         462903808   
448019489      448147025         448265843         448385633         461987380         462070426         462160201         462221961         462280538         462334095         462394123         462464884         462523135         462576646         462626813         462684952         462739582         462795857         462850835         462903816   
448019521      448147033         448265868         448385674         461987448         462070434         462160219         462221995         462280561         462334103         462394164         462464942         462523143         462576661         462626821         462684960         462739590         462795873         462850850         462903824   
448019539      448147090         448266049         448385690         461987687         462070459         462160441         462222001         462280819         462334129         462394297         462464959         462523366         462576679         462626912         462684978         462737958         462795881         462850991         462903832   
448019570      448147108         448266098         448385773         461987711         462070517         462160458         462222019         462280827         462334137         462394313         462464975         462523374         462576687         462626920         462684994         462738055         462795899         462851015         462903840   
448019638      448147231         448266114         448385880         461987729         462070533         462160466         462222043         462280835         462334160         462394339         462465006         462523408         462576695         462626953         462685033         462738063         462795964         462851023         462903873   
448019646      448147553         448266171         448386029         461987786         462070822         462160508         462222233         462280843         462334368         462394370         462462870         462523416         462576869         462626961         462685124         462738071         462796103         462851031         462903949   
448019661      448147579         448266189         448386045         461987810         462070830         462160516         462222258         462280850         462334384         462394396         462462888         462523432         462576877         462626995         462685140         462738097         462796111         462851049         462903956   
448019752      448147603         448266262         448386243         461987844         462070863         462160557         462222308         462280926         462334392         462394420         462462920         462523465         462576885         462627001         462685165         462738121         462796129         462851056         462903964   
448020099      448147629         448266650         448386300         461987992         462070970         462158163         462222316         462281106         462334418         462394586         462462961         462523598         462576919         462627266         462685207         462738295         462796137         462851189         462903972   
448020131      448147637         448266676         448386334         461988065         462070996         462158171         462222340         462281130         462334459         462394594         462463019         462523614         462576927         462627290         462685215         462738311         462796145         462851205         462903980   
448020164      448147645         448266718         448386383         461988073         462071077         462158221         462222365         462281155         462334483         462394602         462463035         462523622         462576935         462627340         462685223         462738345         462796160         462851213         462903998   
448020214      448144113         448266775         448386599         461988081         462071366         462158247         462222449         462281171         462334566         462394685         462463233         462523655         462577040         462627357         462685363         462738352         462796186         462851221         462904087   
448020297      448144162         448266809         448386607         461988107         462071382         462158262         462222472         462281247         462334574         462394701         462463241         462523671         462577057         462627399         462685371         462738394         462796228         462851312         462904103   
448020305      448144188         448266858         448386664         461988131         462071390         462158270         462222522         462281262         462334590         462394719         462463258         462523689         462577065         462627407         462685405         462738402         462796277         462851320         462904111   
448020495      448144246         448267302         448386672         461988362         462071424         462158486         462222530         462281437         462334632         462394818         462463266         462523697         462577073         462627530         462685447         462738543         462796285         462851486         462904129   
448020560      448144287         448267336         448386706         461988396         462071457         462158494         462222548         462281445         462334657         462394826         462463274         462523713         462577081         462627571         462685454         462738550         462796319         462851502         462904137   
448020636      448144295         448267369         448386748         461988412         462071465         462158502         462222555         462281486         462334673         462394834         462463290         462523739         462577115         462627597         462685462         462738584         462796327         462851510         462904152   
448020768      448144543         448267393         448387266         461988537         462071838         462158510         462222563         462281494         462334848         462394875         462463415         462523754         462577248         462627613         462685553         462738618         462796459         462851536         462904277   
448020776      448144568         448267427         448387274         461988552         462071879         462158544         462222571         462281502         462334889         462394883         462463449         462523796         462577263         462627621         462685561         462738634         462796475         462851551         462904285   
448020784      448144592         448267443         448387316         461988644         462071887         462158569         462222597         462281544         462334905         462394958         462463472         462523804         462577271         462627647         462685579         462738659         462796491         462851569         462904319   
448020933      448144618         448267526         448387373         461988784         462071929         462158650         462222662         462281700         462334962         462395088         462463480         462523960         462577313         462627795         462685587         462738774         462796509         462849969         462904327   
448020974      448144626         448267575         448387415         461988792         462072042         462158775         462222696         462281726         462335001         462395104         462463498         462524026         462577339         462627803         462685629         462738782         462796525         462849985         462904335   
448021055      448144675         448267617         448387423         461988818         462072059         462158817         462222704         462281734         462335019         462395120         462463555         462524083         462577354         462627829         462685645         462738790         462796533         462850009         462904368   
448021089      448145128         448267625         448388033         461988842         462072638         462158825         462223025         462281775         462335217         462395138         462463639         462524133         462575564         462627837         462685785         462738816         462796699         462850033         462904509   
448021162      448145151         448267633         448388231         461988859         462072695         462158841         462223041         462281783         462335233         462395146         462463647         462524141         462575580         462627845         462685819         462738832         462796715         462850058         462904517   
448021303      448145284         448267708         448388249         461988867         462072711         462158882         462223108         462281825         462335282         462395161         462463662         462524158         462575622         462627894         462685843         462738873         462796723         462850074         462904525   
448021584      448145359         448268078         448388280         461989170         462072737         462159013         462223116         462279399         462335290         462395260         462463670         462524257         462575630         462628074         462685868         462738998         462796731         462850256         462904533   
448021634      448145383         448268102         448388405         461989188         462072752         462159021         462223124         462279415         462335423         462395278         462463696         462524299         462575697         462628082         462685884         462739004         462796749         462850280         462904574   
448021667      448145425         448268151         448388488         461989287         462072794         462159039         462223157         462279423         462335456         462395310         462463746         462524349         462575739         462628116         462685892         462739038         462796756         462850298         462904608   
448021709      448145607         448268169         448384271         461989337         462072950         462159070         462223389         462279449         462335712         462395328         462463951         462524406         462575846         462628124         462685991         462739061         462796962         462850306         462904616   
448021725      448145649         448268193         448384297         461989345         462072992         462159146         462223470         462279456         462335761         462395336         462463969         462524430         462575853         462628132         462686064         462739079         462796988         462850322         462904624   
448021832      448145656         448268250         448384305         461989352         462073008         462159179         462223512         462279480         462335787         462395351         462464009         462524448         462575861         462628140         462686072         462739087         462797036         462850330         462904632   
448022129      448145748         448268573         448384313         461989626         462073016         462159385         462223520         462279662         462335803         462395526         462464041         462524554         462575895         462628157         462686080         462739160         462797044         462850439         462904640   
448022145      448145805         448268581         448384354         461989691         462073024         462159393         462223546         462279688         462335845         462395534         462464090         462524562         462575903         462628173         462686106         462739178         462797093         462850447         462904657   
448022210      448145821         448268607         448384495         461989733         462073065         462159401         462223561         462279738         462335878         462395542         462464116         462524653         462575911         462628181         462686122         462739194         462797101         462850454         462904665   
448022236      448146316         448268615         448384719         461989741         462073347         462159450         462223850         462279753         462335894         462395567         462464272         462524687         462576083         462628199         462686213         462739202         462797333         462850462         462904913   
448022343      448146472         448268755         448384727         461989758         462073354         462159492         462223876         462279787         462335910         462395575         462464280         462524695         462576109         462628249         462686239         462739244         462797341         462850496         462904947   
448022517      448146498         448268763         448384966         461989782         462073396         462159526         462223900         462279795         462335928         462395583         462464298         462524729         462576117         462628306         462686247         462739269         462797366         462850504         462904954   
448022855      448146506         448269217         448385013         461989790         462073404         462159732         462223934         462280223         462336009         462395740         462464306         462524828         462576125         462628454         462686254         462739392         462797382         462850629         462904988   
448022913      448146522         448269241         448385062         461989808         462073412         462159757         462223942         462280249         462336066         462395765         462464355         462524844         462576141         462628488         462686270         462739434         462797408         462850637         462904996   
448022947      448146563         448269340         448385138         461989824         462073420         462159807         462223959         462280256         462336082         462395799         462464371         462524869         462576208         462628496         462686288         462739475         462797440         462850645         462905019   
448022988      448146811         448269357         448385336         461989832         462073560         462159815         462224205         462280264         462336264         462395807         462464603         462524877         462576422         462628520         462684820         462739483         462797564         462850652         462905118   
448022996      448146845         448269365         448385344         461989881         462073578         462159864         462224239         462280330         462336272         462395872         462464629         462524885         462576471         462628538         462684853         462739509         462797580         462850660         462905142   
448023002      448146878         448269431         448385351         461989899         462073594         462159955         462224262         462280405         462336322         462395930         462464652         462524919         462576497         462628553         462684861         462739525         462797606         462850710         462905167   
448023663      448146894         448270041         448385518         461990095         462073602         462160243         462224270         462280611         462336397         462394180         462464694         462525122         462576505         462628645         462684887         462739632         462797622         462850884         462905183   
448023705      448146910         448270074         448385542         461990103         462073636         462160250         462224361         462280629         462336496         462394198         462464785         462525148         462576513         462628660         462684895         462739640         462797630         462850892         462905209   
448023804      448146936         448270132         448385575         461990111         462073651         462160268         462224395         462280645         462336512         462394206         462464819         462525254         462576554         462628694         462684929         462739657         462797655         462850926         462905217   

 


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448023820      448147280         448270140         448385906         461990129         462070566         462160276         462224577         462280736         462336736         462394214         462465055         462525262         462576711         462628702         462685041         462739673         462797770         462850934         462905332   
448023861      448147348         448270157         448385914         461990137         462070624         462160284         462224593         462280785         462336777         462394263         462465089         462525270         462576729         462628728         462685058         462739764         462797796         462850967         462905340   
448023994      448147355         448270181         448385948         461990160         462070681         462160391         462224601         462280801         462336801         462394289         462465105         462525312         462576752         462628736         462685066         462739814         462797812         462850975         462905373   
448019828      448147397         448270504         448385997         461990368         462070756         462160573         462224619         462280967         462336819         462394453         462465113         462525478         462576794         462628843         462685082         462739822         462797820         462851064         462905431   
448019885      448147413         448270546         448386003         461990376         462070806         462160599         462224650         462280975         462336835         462394479         462465121         462525486         462576802         462628850         462685090         462739848         462797838         462851072         462905449   
448019943      448147496         448270561         448386011         461990392         462070814         462160631         462224726         462280983         462336850         462394487         462465162         462525536         462576851         462628868         462685116         462739905         462797853         462851080         462905456   
448019984      448147751         448270801         448386391         461990434         462071143         462160649         462224924         462281007         462337098         462394529         462465170         462525551         462576943         462628876         462685231         462739939         462798018         462851106         462905571   
448020024      448147793         448270892         448386409         461990475         462071184         462160664         462224940         462281015         462337106         462394537         462465204         462525585         462576976         462628884         462685249         462739947         462798042         462851122         462905605   
448020073      448147801         448270900         448386417         461990483         462071200         462160672         462224973         462281080         462337130         462394545         462465212         462525593         462577008         462628900         462685256         462739954         462798059         462851130         462905613   
448020313      448147884         448271148         448386474         461990699         462071275         462160730         462225020         462281270         462337163         462394735         462465238         462525841         462577016         462629007         462685272         462740085         462798067         462851338         462905639   
448020339      448147892         448271205         448386532         461990756         462071283         462160755         462225046         462281288         462337171         462394743         462465295         462525866         462577024         462629023         462685314         462740093         462798075         462851387         462905647   
448020370      448147900         448271221         448386557         461990772         462071333         462160839         462225061         462281320         462337189         462394750         462465329         462525874         462577032         462629031         462685348         462740143         462798083         462851403         462905696   
448020412      448147926         448271478         448386755         461990798         462071515         462160862         462225228         462281353         462337296         462394768         462465543         462525882         462577164         462629049         462685488         462740150         462796376         462851452         462905852   
448020479      448147975         448271494         448386847         461990822         462071556         462160912         462225244         462281361         462337312         462394776         462465618         462525890         462577172         462629064         462685504         462740176         462796384         462851460         462905910   
448020487      448148015         448271510         448386961         461990855         462071630         462160953         462225269         462281429         462337379         462394792         462465675         462525908         462577180         462629098         462685512         462740192         462796392         462851478         462905928   
448020792      448148023         448271874         448387100         461991069         462071739         462161290         462225301         462281577         462337395         462394966         462465683         462523812         462577198         462629189         462685520         462740382         462796400         462851593         462905936   
448020818      448148031         448271932         448387118         461991085         462071747         462161316         462225319         462281601         462337411         462394990         462465691         462523846         462577222         462629197         462685538         462740390         462796418         462851601         462905951   
448020826      448148056         448271999         448387175         461991119         462071796         462161324         462225327         462281627         462337429         462395021         462465758         462523853         462577230         462629213         462685546         462740408         462796426         462851619         462905969   
448020842      448148502         448272005         448387480         461991143         462072117         462161332         462222738         462281635         462337528         462395039         462465857         462523861         462577420         462629239         462685652         462740432         462796558         462851627         462906157   
448020875      448148536         448272161         448387639         461991184         462072216         462161365         462222746         462281650         462337536         462395054         462465873         462523911         462577438         462629254         462685678         462740440         462796590         462851635         462906165   
448020883      448148544         448272179         448387688         461991192         462072331         462161381         462222787         462281684         462337544         462395062         462465899         462523952         462577453         462629262         462685702         462740499         462796632         462851650         462906173   
448021386      448148551         448267815         448387928         461991481         462072497         462161720         462222795         462281833         462337551         462395179         462465972         462524166         462577479         462629353         462685710         462740655         462796640         462851668         462906181   
448021394      448148650         448267898         448387977         461991515         462072547         462161761         462222944         462281874         462337569         462395187         462465980         462524182         462577560         462629361         462685744         462740671         462796665         462851676         462906223   
448021477      448148734         448267989         448387985         461991523         462072554         462161795         462222969         462281916         462337577         462395195         462465998         462524190         462577586         462629387         462685769         462740747         462796681         462851692         462906249   
448021527      448148965         448267997         448388546         461991549         462072810         462161852         462223173         462281965         462337734         462395229         462466160         462524216         462577628         462629395         462685900         462740754         462796764         462851718         462906397   
448021535      448148999         448268003         448388579         461991689         462072828         462161977         462223215         462281973         462337742         462395245         462466178         462524232         462577636         462629403         462685934         462740762         462796806         462851742         462906405   
448021568      448149146         448268029         448388629         461991739         462072844         462162009         462223256         462281981         462337833         462395252         462466186         462524240         462577669         462629411         462685959         462740770         462796814         462851759         462906413   
448021857      448149229         448268342         448388835         461991937         462072877         462162181         462223264         462282047         462337841         462395377         462466202         462524489         462577677         462629510         462685967         462740879         462796822         462851841         462906421   
448021865      448149369         448268409         448388918         461991986         462072893         462162207         462223298         462282070         462337874         462395385         462466210         462524497         462577693         462629536         462685975         462740895         462796871         462851866         462906447   
448021923      448149377         448268425         448388926         461991994         462072919         462162264         462223363         462282104         462337882         462395401         462466236         462524505         462577701         462629544         462685983         462740911         462796947         462851882         462906462   
448021949      448149757         448268433         448388959         461992042         462073081         462162280         462223595         462282138         462338187         462395443         462466384         462524521         462577800         462629577         462686130         462740929         462797135         462851890         462904673   
448022004      448149765         448268482         448388983         461992083         462073115         462162397         462223637         462282252         462338195         462395450         462466418         462524539         462577818         462629601         462686148         462741018         462797168         462851924         462904723   
448022038      448149773         448268532         448388991         461992117         462073198         462162447         462223736         462282286         462338203         462395476         462466426         462524547         462577842         462629619         462686163         462741026         462797176         462851932         462904780   
448022608      448149781         448268789         448389056         461992315         462073222         462162629         462223769         462282518         462338252         462395609         462466434         462524752         462577859         462628348         462686171         462741216         462797184         462852070         462904806   
448022632      448149831         448268847         448389080         461992489         462073255         462162652         462223777         462282534         462338260         462395625         462466467         462524778         462577925         462628363         462686189         462741224         462797200         462852088         462904814   
448022681      448149898         448268862         448389122         461992547         462073297         462162660         462223835         462282542         462338278         462395658         462466491         462524786         462577990         462628397         462686197         462741257         462797234         462852104         462904897   
448022715      448150144         448268920         448389437         461992570         462073438         462162686         462224015         462282583         462336108         462395666         462466699         462524794         462578139         462628413         462686338         462741273         462797473         462852153         462905027   
448022731      448150169         448269126         448389478         461992588         462073446         462162702         462224023         462282609         462336124         462395708         462466707         462524802         462578147         462628421         462686353         462741299         462797481         462852179         462905050   
448022822      448150177         448269134         448389502         461992596         462073479         462162769         462224031         462282625         462336132         462395732         462466723         462524810         462578204         462628439         462686387         462741323         462797515         462852187         462905068   
448023119      448150193         448269522         448389544         461989915         462073487         462162983         462224049         462282757         462336140         462395989         462466749         462524927         462578220         462628579         462686395         462741570         462797531         462852344         462905084   
448023408      448150235         448269688         448389551         461989923         462073495         462163015         462224072         462282781         462336173         462396003         462466764         462524943         462578246         462628587         462686403         462741588         462797549         462852377         462905092   
448023473      448150250         448269712         448389627         461989956         462073529         462163098         462224122         462282807         462336231         462396011         462466798         462524950         462578261         462628595         462686445         462741596         462797556         462852385         462905100   
448023523      448150466         448269746         448390013         461990046         462073669         462163106         462224429         462282823         462336538         462396052         462466996         462524968         462578477         462628603         462686528         462741604         462797663         462852401         462905225   
448023556      448150482         448269795         448390054         461990079         462073677         462163130         462224460         462282864         462336546         462396060         462467044         462524984         462578493         462628611         462686536         462741612         462797671         462852419         462905233   
448023580      448150680         448269928         448390070         461990087         462073685         462163148         462224494         462282872         462336553         462396102         462467051         462525049         462578501         462628629         462686551         462741620         462797697         462852435         462905241   
448024034      448150706         448270199         448390088         461990194         462073693         462163361         462224528         462282997         462336629         462396128         462467135         462525320         462578527         462628744         462686593         462741836         462797739         462852542         462905274   
448024133      448150755         448270249         448390096         461990244         462073701         462163379         462224544         462283003         462336686         462396144         462467176         462525338         462578535         462628777         462686619         462741851         462797747         462852567         462905290   
448024257      448150771         448270256         448390104         461990277         462073735         462163387         462224569         462283029         462336694         462396151         462467218         462525353         462578568         462628785         462686627         462741885         462797762         462852575         462905308   
448024273      448151100         448270280         448390492         461990293         462073743         462163403         462224734         462283060         462336868         462396185         462467515         462525411         462578774         462628801         462686726         462741893         462797879         462852583         462905480   
448024380      448151167         448270355         448390526         461990301         462073750         462163411         462224809         462283094         462336876         462396193         462467531         462525445         462578808         462628819         462686759         462741901         462797937         462852682         462905498   
448024471      448151183         448270371         448390534         461990343         462073792         462163445         462224825         462283102         462336892         462396250         462467556         462525452         462578824         462628827         462686783         462741919         462797978         462852690         462905514   
448024620      448151258         448270918         448390666         461990525         462073883         462163668         462224833         462283219         462336900         462396367         462467564         462525601         462578873         462628918         462686791         462739962         462797986         462852823         462905522   
448024695      448151357         448270934         448390708         461990574         462073933         462163684         462224841         462283268         462337015         462396375         462467572         462525619         462578915         462628926         462686809         462739988         462797994         462852831         462905548   
448024778      448151365         448271064         448390773         461990582         462074006         462163742         462224890         462283276         462337023         462396383         462467580         462525627         462578923         462628934         462686833         462739996         462798000         462852864         462905555   
448024844      448151753         448271098         448391136         461990590         462074311         462163767         462225129         462283292         462337197         462396425         462465345         462525635         462579103         462628942         462686940         462740028         462798109         462852880         462905704   
448024901      448151829         448271122         448391292         461990624         462074329         462163783         462225137         462283300         462337213         462396441         462465378         462525668         462579129         462628967         462686957         462740069         462798133         462852898         462905712   
448024927      448151852         448271130         448391417         461990673         462074345         462163791         462225152         462283318         462337247         462396466         462465386         462525817         462579186         462628991         462686999         462740077         462798174         462852948         462905738   
448025254      448151902         448271585         448391474         461990863         462074352         462160979         462225178         462283524         462337262         462396649         462465428         462525916         462579228         462629106         462687013         462740200         462798190         462853086         462905746   
448025395      448151928         448271627         448391607         461990889         462074386         462161019         462225202         462283540         462337270         462396680         462465485         462525924         462579244         462629122         462687021         462740218         462798216         462853094         462905795   
448025403      448151944         448271676         448391714         461990897         462074444         462161035         462225210         462283557         462337288         462396698         462465527         462525932         462579277         462629130         462687039         462740275         462798224         462853102         462905837   
448025577      448148064         448271692         448391979         461990921         462074618         462161118         462225384         462283573         462337437         462396722         462465766         462525940         462579392         462629155         462687146         462740309         462798232         462853110         462905993   
448025627      448148197         448271726         448392001         461991044         462074626         462161159         462225400         462283615         462337452         462396730         462465774         462525957         462579418         462629163         462687161         462740358         462798299         462853128         462906009   
448025650      448148262         448271767         448392126         461991051         462074758         462161217         462225467         462283631         462337478         462396755         462465790         462525965         462579426         462629171         462687179         462740374         462798307         462853136         462906033   

 


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448026054      448148312         448272195         448392274         461991200         462074766         462161431         462225483         462283813         462337486         462396946         462465816         462526021         462579434         462629270         462687187         462740515         462798323         462853227         462906074   
448026104      448148353         448272252         448392324         461991267         462074808         462161522         462225491         462283870         462337502         462396961         462465824         462526062         462579483         462629288         462687237         462740564         462798364         462853250         462906082   
448026146      448148361         448272351         448392381         461991317         462074824         462161548         462225558         462283904         462337510         462396995         462465840         462526070         462579491         462629304         462687278         462740606         462798380         462853276         462906116   
448026237      448148742         448272377         448392647         461991390         462074972         462161696         462225566         462283938         462337635         462397001         462466020         462526104         462579699         462629312         462687419         462740614         462798521         462853284         462906306   
448026302      448148767         448272393         448392670         461991416         462074998         462161704         462225582         462283953         462337650         462397019         462466061         462526112         462579715         462629338         462687427         462740622         462798562         462853292         462906314   
448026336      448148825         448272682         448392696         461991424         462075003         462161712         462225590         462283987         462337668         462397027         462466079         462526138         462579723         462629346         462687443         462740630         462798604         462853326         462906322   
448026534      448148858         448272690         448392712         461991754         462075011         462162017         462225608         462284175         462337692         462397142         462466087         462526328         462579764         462629437         462687468         462740796         462798646         462851767         462906330   
448026609      448148916         448272781         448392746         461991762         462075029         462162025         462225616         462284183         462337700         462397191         462466095         462526336         462579780         462629445         462687484         462740804         462798679         462851775         462906348   
448026666      448148924         448272807         448392761         461991796         462075052         462162058         462225624         462284191         462337718         462397209         462466111         462526351         462579848         462629452         462687500         462740838         462798687         462851783         462906355   
448026708      448149393         448272823         448393199         461991838         462075169         462162116         462225830         462284217         462337916         462397217         462466251         462526369         462577727         462629486         462687641         462740846         462798802         462851791         462906488   
448026799      448149450         448272831         448393306         461991846         462075193         462162124         462225871         462284225         462338013         462397241         462466269         462526393         462577735         462629494         462687658         462740853         462798810         462851809         462906538   
448026856      448149468         448272849         448393389         461991911         462075201         462162173         462225897         462284233         462338070         462397266         462466293         462526401         462577750         462629502         462687740         462740861         462798828         462851833         462906561   
448027367      448149492         448273292         448393405         461992166         462075219         462162496         462225905         462282351         462338096         462397423         462466301         462526534         462577776         462629635         462687757         462741059         462798851         462851965         462906595   
448027375      448149674         448273342         448393546         461992224         462075227         462162512         462225947         462282393         462338146         462397472         462466327         462526542         462577784         462629650         462687765         462741117         462798877         462851999         462906603   
448027383      448149740         448273367         448393652         461992232         462075235         462162520         462225970         462282401         462338153         462397514         462466368         462526609         462577792         462629668         462687773         462741158         462798885         462852021         462906611   
448027425      448149930         448273417         448389262         461992240         462075359         462162587         462226069         462282443         462338286         462397555         462466517         462526617         462578006         462629684         462687880         462741166         462798984         462852039         462906629   
448027458      448149963         448273433         448389296         461992265         462075375         462162595         462226093         462282484         462338294         462397571         462466558         462526625         462578022         462629692         462687898         462741182         462798992         462852054         462906637   
448027482      448150003         448273458         448389312         461992299         462075383         462162611         462226101         462282492         462338310         462397621         462466608         462526674         462578030         462629726         462687948         462741190         462799008         462852062         462906660   
448027839      448150029         448273730         448389346         461992638         462075409         462162785         462226127         462282666         462338336         462397795         462466616         462526757         462578048         462629734         462687955         462741364         462799016         462852203         462906678   
448027896      448150037         448273847         448389403         461992653         462075425         462162793         462226184         462282674         462338369         462397852         462466640         462526765         462578089         462629759         462687963         462741372         462799024         462852237         462906710   
448027912      448150102         448273854         448389411         461992661         462075458         462162892         462226192         462282682         462338377         462397878         462466665         462526781         462578121         462629767         462688011         462741398         462799149         462852245         462906736   
448027938      448150276         448273896         448389650         461992679         462075706         462162918         462226390         462282690         462338419         462397894         462466806         462526807         462578303         462629791         462688136         462741448         462799289         462852310         462907007   
448027946      448150342         448273961         448389759         461992687         462075870         462162926         462226408         462282724         462338427         462397928         462466848         462526823         462578311         462629866         462688151         462741539         462799297         462852328         462907015   
448027953      448150375         448273995         448389833         461992711         462075896         462162942         462226416         462282732         462338435         462397936         462466863         462526831         462578337         462629874         462688169         462741554         462799305         462852336         462907056   
448028399      448150383         448274639         448389858         461992737         462075912         462163163         462226424         462282880         462338443         462398116         462466871         462526971         462578352         462629940         462688177         462741638         462799354         462852443         462907072   
448028456      448150425         448274688         448389916         461992745         462075979         462163197         462226432         462282898         462338476         462398140         462466905         462526989         462578428         462629965         462688185         462741695         462799370         462852450         462907098   
448028472      448150433         448274704         448389973         461992760         462075995         462163221         462226440         462282906         462338484         462398165         462466962         462526997         462578444         462629973         462688193         462741703         462799388         462852476         462907155   
448028514      448150847         448274746         448390112         461992810         462076365         462163247         462226572         462282963         462338583         462398181         462467267         462527029         462578576         462629981         462686635         462741729         462799552         462852492         462907296   
448028530      448150854         448274779         448390120         461992836         462076464         462163320         462226622         462282971         462338609         462398207         462467317         462527052         462578592         462629999         462686643         462741752         462799594         462852500         462907312   
448028571      448150961         448274787         448390161         461992893         462076597         462163353         462226630         462282989         462338617         462398264         462467382         462527094         462578691         462630005         462686650         462741794         462799644         462852518         462907361   
448028936      448150979         448275164         448390179         461993206         462076639         462163486         462226655         462283110         462338625         462396268         462467390         462527235         462578717         462630104         462686676         462741935         462799727         462852716         462907379   
448028944      448151019         448275230         448390351         461993214         462076647         462163577         462226705         462283151         462338633         462396276         462467457         462527268         462578725         462630120         462686700         462742024         462799750         462852732         462907411   
448029025      448151050         448275248         448390369         461993263         462076662         462163593         462226721         462283169         462338641         462396284         462467473         462527318         462578758         462630138         462686718         462742065         462799818         462852773         462907445   
448029074      448151381         448275305         448390799         461993297         462074014         462163601         462226994         462283185         462338757         462396300         462467606         462527342         462578972         462630153         462686858         462742073         462800152         462852781         462907551   
448029132      448151480         448275313         448390906         461993347         462074022         462163627         462227018         462283193         462338773         462396334         462467622         462527359         462579012         462630187         462686866         462742131         462800186         462852799         462907569   
448029199      448151530         448275362         448390922         461993362         462074048         462163643         462227042         462283201         462338799         462396359         462467630         462527367         462579020         462630203         462686874         462742156         462800228         462852815         462907577   
448025015      448151597         448275529         448391052         461993701         462074204         462163809         462227067         462283334         462338807         462396516         462467648         462527474         462579038         462630302         462686882         462742198         462800277         462852971         462907635   
448025056      448151613         448275644         448391110         461993727         462074287         462163858         462227075         462283359         462338823         462396540         462467689         462527482         462579087         462630310         462686916         462742206         462800285         462853003         462907668   
448025072      448151688         448275651         448391128         461993743         462074303         462163932         462227083         462283383         462338849         462396581         462467697         462527490         462579095         462630328         462686924         462742214         462800335         462853037         462907676   
448025106      448151977         448275685         448391722         461993750         462074485         462163940         462227224         462283433         462339003         462396599         462467705         462527532         462579319         462630336         462687054         462742230         462800640         462853045         462907775   
448025205      448152025         448275693         448391763         461993768         462074493         462163957         462227232         462283490         462339011         462396623         462467721         462527540         462579327         462630344         462687062         462742255         462800673         462853060         462907809   
448025247      448152074         448275701         448391797         461993792         462074501         462163973         462227240         462283508         462339037         462396631         462467739         462527565         462579343         462630351         462687088         462742289         462800707         462853078         462907825   
448025718      448152090         448276113         448391896         461993891         462074519         462164013         462227265         462283656         462339045         462396797         462467762         462527789         462579350         462630443         462687096         462742396         462800715         462853144         462907833   
448025734      448152116         448276139         448391912         461993909         462074535         462164054         462227299         462283680         462339052         462396805         462467796         462527805         462579376         462630468         462687104         462742404         462800723         462853151         462907841   
448025767      448152181         448276147         448391953         461993925         462074584         462164138         462227323         462283706         462339094         462396813         462467812         462527813         462579384         462630476         462687112         462742438         462800731         462853169         462907858   
448025932      448152215         448276154         448392399         461993966         462074857         462164187         462227547         462283722         462339169         462396854         462467978         462527821         462579517         462630484         462687286         462742446         462798398         462853177         462908047   
448025999      448152256         448276170         448392498         461993982         462074881         462164245         462227562         462283748         462339185         462396888         462467986         462527839         462579582         462630492         462687302         462742479         462798414         462853185         462908062   
448026039      448152264         448276295         448392506         461994022         462074899         462164286         462227588         462283771         462339201         462396912         462467994         462527847         462579590         462630500         462687310         462742487         462798430         462853193         462908120   
448026351      448152272         448276600         448392514         461994220         462074915         462164427         462227596         462283995         462339219         462397035         462468018         462526179         462579608         462630583         462687336         462742685         462798448         462853334         462908138   
448026369      448152314         448276642         448392563         461994238         462074931         462164443         462227612         462284019         462339250         462397043         462468059         462526187         462579616         462630591         462687369         462742693         462798455         462853342         462908161   
448026427      448152538         448276659         448392613         461994261         462074964         462164468         462227638         462284027         462339268         462397068         462468067         462526203         462579673         462630609         462687385         462742701         462798497         462853359         462908203   
448026484      448153270         448276741         448392910         461994295         462075086         462164500         462225657         462284050         462339375         462397076         462468265         462526252         462579897         462630617         462687526         462742719         462798703         462853375         462908328   
448026500      448153296         448276782         448392928         461994303         462075102         462164609         462225707         462284092         462339458         462397084         462468273         462526286         462579913         462630633         462687534         462742727         462798737         462853383         462908351   
448026518      448153320         448276808         448392936         461994329         462075110         462164666         462225715         462284126         462339466         462397134         462468323         462526302         462579947         462630641         462687559         462742735         462798752         462853391         462908369   
448027003      448153387         448272864         448393058         461994527         462075128         462164831         462225731         462284258         462339490         462397316         462468356         462526450         462579970         462630724         462687567         462742867         462798778         462853409         462908385   
448027037      448153445         448272880         448393082         461994576         462075136         462164880         462225756         462284266         462339524         462397324         462468414         462526476         462579988         462630732         462687609         462742891         462798786         462853417         462908393   
448027128      448153460         448272914         448393165         461994584         462075151         462164930         462225772         462284340         462339532         462397332         462468471         462526484         462580010         462630740         462687633         462742909         462798794         462853425         462908401   
448027250      448153882         448273060         448393819         461994659         462075268         462164989         462225988         462284365         462339797         462397357         462468653         462526492         462580044         462630757         462687799         462742933         462798893         462853433         462908609   
448027292      448153957         448273110         448393835         461994667         462075276         462164997         462225996         462284399         462339821         462397381         462468687         462526518         462580051         462630765         462687807         462742941         462798919         462853441         462908625   
448027318      448153965         448273144         448394023         461994725         462075292         462165028         462226002         462284407         462339839         462397415         462468695         462526526         462580085         462630773         462687831         462742966         462798935         462853458         462908633   
448027516      448154138         448273532         448394064         461994931         462075326         462165218         462226028         462284415         462339854         462397639         462468729         462526690         462580101         462630864         462687849         462743089         462798943         462853615         462908658   
448027557      448154153         448273565         448394080         461994956         462075334         462165234         462226036         462284431         462339904         462397647         462468760         462526708         462580119         462630872         462687856         462743105         462798950         462853631         462908666   
448027599      448154161         448273623         448394114         461994972         462075342         462165259         462226044         462284449         462339920         462397670         462468794         462526716         462580127         462630880         462687872         462743113         462798976         462853649         462908674   

 


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448027607      448154633         448273656         448394130         461994998         462075490         462165267         462226242         462284456         462340068         462397688         462468943         462526724         462580291         462630898         462688037         462743121         462799156         462853664         462906751   
448027680      448154658         448273680         448394189         461995060         462075565         462165275         462226283         462284472         462340092         462397746         462468950         462526732         462580309         462630914         462688052         462743139         462799164         462853672         462906876   
448027706      448154732         448273722         448394221         461995102         462075573         462165283         462226291         462284498         462340134         462397779         462468968         462526740         462580317         462630930         462688078         462743154         462799198         462853698         462906892   
448028001      448154757         448274142         448394262         461995375         462075581         462165564         462226309         462284654         462340142         462397993         462468976         462526849         462580325         462629882         462688086         462743352         462799206         462853839         462906918   
448028068      448154773         448274167         448394346         461995409         462075599         462165598         462226341         462284696         462340191         462398041         462468984         462526872         462580341         462629890         462688110         462743360         462799248         462853847         462906934   
448028100      448154823         448274209         448394387         461995417         462075607         462165606         462226374         462284704         462340209         462398058         462468992         462526906         462580408         462629908         462688128         462743386         462799263         462853854         462906991   
448028159      448155366         448274290         448394676         461995441         462076050         462165622         462226465         462284712         462338500         462398066         462469230         462526922         462580499         462629916         462688243         462743394         462799396         462853888         462907171   
448028274      448155465         448274480         448394742         461995466         462076068         462165663         462226499         462284746         462338518         462398090         462469271         462526948         462580515         462629924         462688284         462743402         462799420         462853904         462907197   
448028357      448155523         448274498         448394767         461995516         462076092         462165671         462226515         462284753         462338526         462398108         462469289         462526963         462580523         462629932         462688292         462743410         462799453         462853920         462907213   
448028605      448155549         448274878         448394809         461992943         462076233         462165895         462226523         462284886         462338534         462398280         462469297         462527110         462580556         462630013         462688326         462743568         462799461         462854183         462907247   
448028704      448155606         448274936         448394817         461992984         462076241         462165903         462226556         462284894         462338567         462398298         462469347         462527144         462580648         462630021         462688342         462743576         462799479         462854209         462907262   
448028738      448155630         448275040         448394866         461993024         462076357         462165960         462226564         462284902         462338575         462398306         462469354         462527169         462580663         462630039         462688367         462743634         462799537         462854217         462907288   
448028787      448156497         448275115         448395103         461993032         462076720         462165978         462226804         462284910         462338658         462398322         462469487         462527193         462580929         462630062         462688375         462743642         462799883         462854233         462907478   
448028795      448156513         448275123         448395129         461993065         462076761         462165986         462226820         462284928         462338674         462398330         462469495         462527219         462580945         462630088         462688417         462743659         462799974         462854241         462907486   
448028852      448156604         448275149         448395152         461993123         462076837         462165994         462226846         462284944         462338682         462398348         462469511         462527227         462580960         462630096         462688433         462743675         462799982         462854266         462907502   
448029223      448156620         448275370         448395269         461993412         462076852         462166174         462226861         462285081         462338690         462398363         462469529         462527375         462580986         462630229         462688441         462743774         462800061         462854415         462907510   
448029264      448156661         448275396         448395335         461993487         462076860         462166182         462226895         462285123         462338716         462398397         462469545         462527383         462580994         462630252         462688466         462743782         462800079         462854423         462907528   
448029272      448156703         448275438         448395426         461993552         462076878         462166232         462226937         462285156         462338740         462398405         462469586         462527391         462581018         462630260         462688474         462743790         462800095         462854431         462907536   
448029280      448156901         448275446         448396051         461993594         462076886         462166281         462227117         462285164         462338872         462398413         462469727         462527409         462581224         462630278         462688573         462743816         462800418         462854464         462907692   
448029298      448156950         448275487         448396101         461993677         462076894         462166299         462227158         462285198         462338880         462398462         462469743         462527417         462581240         462630286         462688581         462743832         462800434         462854480         462907700   
448029348      448156976         448275495         448396283         461993693         462076910         462166315         462227166         462285206         462338906         462398496         462469750         462527433         462581257         462630294         462688607         462743840         462800483         462854498         462907726   
448029595      448157081         448275826         448396317         461993818         462076977         462166430         462227190         462285370         462338914         462398645         462469776         462527599         462581265         462630369         462688615         462742305         462800541         462854589         462907734   
448029876      448157107         448275867         448396390         461993826         462076993         462166455         462227208         462285388         462338930         462398652         462469792         462527631         462581273         462630377         462688680         462742313         462800574         462854597         462907759   
448029884      448157131         448275933         448396440         461993834         462077025         462166539         462227216         462285396         462338948         462398660         462469800         462527680         462581299         462630385         462688706         462742321         462800608         462854605         462907767   
448029892      448157743         448275941         448396705         461993842         462077504         462166547         462227331         462285404         462339102         462398678         462467820         462527698         462581414         462630393         462688870         462742339         462800756         462854613         462907882   
448030007      448157784         448275958         448396754         461993867         462077520         462166562         462227380         462285420         462339110         462398694         462467853         462527714         462581448         462630419         462688896         462742347         462800764         462854647         462907924   
448030247      448157826         448276089         448396804         461993875         462077587         462166588         462227448         462285438         462339128         462398702         462467861         462527730         462581455         462630435         462688904         462742362         462800798         462854654         462907940   
448030643      448157875         448276337         448396861         461994048         462077603         462164294         462227455         462285628         462339136         462398892         462467887         462527862         462581489         462630518         462688938         462742511         462800830         462854761         462908005   
448030676      448157891         448276428         448396887         461994139         462077629         462164310         462227463         462285651         462339144         462398959         462467895         462527870         462581497         462630526         462688961         462742628         462800855         462854779         462908013   
448030734      448157917         448276485         448396895         461994162         462077637         462164328         462227539         462285685         462339151         462398967         462467952         462527904         462581505         462630534         462688979         462742636         462800905         462854795         462908021   
448030742      448152587         448276501         448397232         461994170         462077769         462164344         462227679         462285693         462339276         462398975         462468075         462527920         462581588         462630542         462689159         462742651         462800947         462854803         462908211   
448030841      448152736         448276568         448397257         461994196         462077777         462164369         462227687         462285719         462339284         462398991         462468125         462527987         462581620         462630559         462689175         462742669         462800970         462854829         462908237   
448030866      448152827         448276584         448397315         461994204         462077850         462164419         462227703         462285743         462339292         462399015         462468158         462528043         462581646         462630567         462689209         462742677         462800996         462854837         462908260   
448031252      448152918         448276816         448397380         461994352         462077868         462164690         462227711         462285933         462339300         462399122         462468174         462528050         462581653         462630658         462689225         462742750         462801010         462854910         462908286   
448031302      448152959         448276857         448397414         461994386         462077892         462164716         462227778         462285941         462339342         462399155         462468232         462528068         462581695         462630666         462689233         462742776         462801093         462854928         462908294   
448031377      448153015         448276873         448397463         461994402         462077942         462164732         462227802         462285958         462339359         462399163         462468257         462528076         462581703         462630674         462689241         462742784         462801119         462854936         462908302   
448031385      448153544         448276907         448397752         461994410         462078155         462164757         462227828         462285974         462339540         462399221         462468497         462528084         462581885         462630682         462689472         462742818         462801275         462854944         462908450   
448031427      448153577         448276915         448397778         461994451         462078197         462164765         462227901         462286006         462339557         462399239         462468505         462528092         462581901         462630690         462689498         462742834         462801283         462854951         462908476   
448031450      448153684         448276964         448397786         461994493         462078205         462164781         462227927         462286014         462339581         462399247         462468570         462528118         462581927         462630716         462689514         462742842         462801291         462854977         462908500   
448031963      448153692         448277152         448397802         461994774         462078213         462165044         462227943         462286196         462339664         462399320         462468588         462528258         462581935         462630781         462689522         462742990         462801309         462853490         462908534   
448031997      448153809         448277202         448397828         461994782         462078254         462165077         462227950         462286204         462339748         462399502         462468604         462528266         462581943         462630799         462689530         462743006         462801325         462853508         462908559   
448032011      448153841         448277251         448397869         461994832         462078262         462165093         462228008         462286238         462339789         462399528         462468638         462528274         462581976         462630807         462689555         462743030         462801333         462853516         462908591   
448032300      448154237         448277269         448398214         461994857         462078395         462165101         462228131         462286246         462339979         462399536         462468844         462528308         462580135         462630815         462689704         462743048         462801465         462853573         462908682   
448032318      448154245         448277319         448398248         461994865         462078437         462165127         462228149         462286287         462339987         462399544         462468851         462528324         462580200         462630823         462689712         462743055         462801499         462853581         462908690   
448032326      448154310         448277434         448398453         461994873         462078478         462165135         462228156         462286295         462339995         462399551         462468893         462528332         462580218         462630856         462689720         462743063         462801549         462853599         462908708   
448032656      448154427         448277988         448398644         461995169         462078676         462165325         462228172         462284506         462340001         462399676         462468919         462528456         462580226         462630955         462689738         462743204         462801606         462853706         462908724   
448032813      448154526         448278093         448398735         461995235         462078692         462165333         462228214         462284530         462340019         462399684         462468927         462528472         462580259         462630963         462689779         462743220         462801622         462853722         462908740   
448032839      448154575         448278184         448398859         461995268         462078726         462165341         462228230         462284563         462340035         462399692         462468935         462528480         462580267         462630971         462689795         462743303         462801655         462853748         462908765   
448032847      448154831         448278192         448394403         461995318         462078924         462165424         462228438         462284613         462340217         462399700         462469008         462528498         462580416         462631003         462689969         462743311         462801820         462853755         462908799   
448032862      448154864         448278283         448394429         461995334         462078965         462165499         462228487         462284621         462340308         462399718         462469016         462528522         462580424         462631011         462689977         462743337         462801846         462853805         462908807   
448032896      448155184         448278341         448394478         461995342         462079005         462165523         462228511         462284639         462340324         462399726         462469024         462528555         462580432         462631037         462689985         462743345         462801861         462853813         462908823   
448033092      448155291         448278820         448394486         461995557         462079179         462165713         462228529         462284761         462340332         462399817         462469057         462528688         462580440         462631060         462689993         462743451         462801895         462853987         462908856   
448033118      448155341         448278887         448394585         461995565         462079245         462165739         462228545         462284787         462340357         462399866         462469081         462528704         462580457         462631078         462690009         462743469         462801903         462854027         462908864   
448033126      448155358         448278911         448394627         461995581         462079286         462165788         462228560         462284795         462340373         462399882         462469107         462528738         462580473         462631086         462690017         462743485         462801929         462854076         462908898   
448033217      448155812         448279018         448394874         461995599         462079567         462165804         462228818         462284803         462340399         462399908         462469362         462528746         462580697         462631136         462690173         462743493         462802125         462854084         462908997   
448033290      448155895         448279042         448394981         461995607         462079583         462165861         462228909         462284845         462340407         462399932         462469388         462528761         462580705         462631151         462690207         462743527         462802133         462854134         462909011   
448033308      448155911         448279224         448394999         461995615         462079591         462165887         462228917         462284878         462340449         462399940         462469396         462528787         462580754         462631219         462690231         462743535         462802182         462854175         462909037   
448033746      448156141         448279760         448395012         461995656         462079625         462166042         462228925         462284969         462340456         462400078         462469412         462528894         462580762         462631326         462690264         462743683         462802224         462854316         462909045   
448033761      448156356         448279893         448395038         461995698         462079807         462166059         462228966         462284977         462340480         462400110         462469420         462528928         462580820         462631334         462690272         462743691         462802299         462854324         462909086   
448033779      448156430         448279919         448395095         461995714         462079856         462166083         462228974         462285008         462340506         462400128         462469446         462528936         462580846         462631375         462690280         462743725         462802315         462854332         462909128   
448033837      448156745         448279927         448395483         461995748         462080052         462166091         462229055         462285024         462340605         462400136         462469594         462528951         462581026         462631425         462688490         462743733         462802422         462854357         462909243   
448033845      448156778         448280008         448395491         461995763         462080086         462166109         462229063         462285040         462340621         462400201         462469602         462528969         462581059         462631441         462688508         462743758         462802448         462854373         462909250   
448033852      448156786         448280016         448395509         461995789         462080102         462166141         462229105         462285073         462340639         462400227         462469610         462528985         462581075         462631474         462688516         462743766         462802471         462854381         462909318   

 


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448034256      448156844         448280453         448395517         461995995         462080144         462166331         462229147         462285222         462340696         462398512         462469644         462529157         462581109         462631649         462688524         462743899         462802604         462854506         462909334   
448034314      448156877         448280495         448395749         461996001         462080243         462166364         462229154         462285255         462340738         462398538         462469651         462529165         462581117         462631664         462688557         462743949         462802620         462854514         462909367   
448034330      448156893         448280503         448395871         461996019         462080300         462166372         462229162         462285313         462340753         462398553         462469719         462529181         462581133         462631672         462688565         462743980         462802646         462854522         462909375   
448034413      448157156         448280511         448396481         461996050         462077041         462166398         462229303         462285339         462340951         462398579         462469826         462529199         462581315         462631680         462688722         462744004         462802786         462854530         462909516   
448034520      448157354         448280529         448396499         461996084         462077058         462166414         462229337         462285347         462340969         462398587         462469834         462529256         462581356         462631698         462688763         462744012         462802810         462854563         462909524   
448034546      448157404         448280578         448396523         461996159         462077066         462166422         462229345         462285362         462340993         462398611         462469842         462529264         462581364         462631730         462688797         462744020         462802836         462854571         462909532   
448030296      448157446         448280941         448396549         461996373         462077140         462166596         462229352         462285453         462341009         462398710         462469875         462529405         462581372         462631904         462688805         462744046         462802844         462854670         462909540   
448030460      448157487         448280958         448396556         461996456         462077363         462166604         462229360         462285461         462341033         462398736         462469883         462529413         462581398         462631961         462688813         462744053         462802885         462854704         462909557   
448030478      448157594         448280966         448396606         461996472         462077439         462166620         462229378         462285495         462341041         462398751         462469917         462529421         462581406         462631987         462688862         462744095         462802893         462854712         462909565   
448030577      448157941         448281030         448396903         461996563         462077686         462166638         462229543         462285503         462341306         462398835         462469990         462529447         462581513         462632001         462689001         462744111         462803057         462854720         462909714   
448030585      448157990         448281121         448396978         461996639         462077694         462166646         462229550         462285529         462341314         462398843         462470006         462529454         462581521         462632019         462689019         462744129         462803073         462854738         462909730   
448030601      448158048         448281204         448397133         461996654         462077702         462166661         462229568         462285560         462341355         462398868         462470022         462529504         462581539         462632035         462689050         462744137         462803081         462854746         462909748   
448030908      448158089         448281709         448397190         461996878         462077710         462166711         462229576         462285784         462341363         462399023         462470030         462529611         462581554         462632266         462689068         462744236         462803149         462854845         462909771   
448030957      448158105         448281766         448397208         461996910         462077728         462166729         462229584         462285800         462341371         462399049         462470071         462529637         462581562         462632274         462689084         462744244         462803198         462854852         462909789   
448030965      448158154         448281790         448397224         461996936         462077744         462166786         462229618         462285818         462341389         462399056         462470139         462529652         462581570         462632308         462689092         462744251         462803214         462854878         462909797   
448030981      448158162         448281857         448397471         461997009         462077959         462166794         462229733         462285883         462341561         462399072         462470394         462529660         462581737         462632324         462689282         462744269         462801135         462854886         462909953   
448031047      448158196         448281899         448397554         461997025         462078015         462166802         462229758         462285917         462341645         462399080         462470428         462529686         462581745         462632399         462689340         462744277         462801168         462854894         462909979   
448031211      448158352         448281923         448397562         461997033         462078031         462166844         462229790         462285925         462341660         462399098         462470469         462529694         462581752         462632449         462689407         462744285         462801200         462854902         462909995   
448031583      448158394         448282194         448397638         461997173         462078072         462166968         462229816         462286030         462341702         462399254         462470485         462528134         462581760         462632696         462689423         462744509         462801234         462854993         462910019   
448031666      448158402         448282244         448397653         461997181         462078098         462166976         462229857         462286071         462341744         462399270         462470535         462528159         462581778         462632712         462689431         462744517         462801242         462855008         462910043   
448031831      448158436         448282277         448397745         461997199         462078148         462166984         462229865         462286089         462341769         462399288         462470543         462528167         462581802         462632753         462689456         462744541         462801267         462855016         462910084   
448031849      448158782         448282285         448397885         461997207         462078270         462167065         462228016         462286121         462341892         462399296         462470709         462528175         462581984         462632779         462689589         462744574         462801341         462855024         462910290   
448031864      448158857         448282319         448397919         461997223         462078312         462167099         462228040         462286139         462341926         462399304         462470725         462528183         462582008         462632811         462689605         462744624         462801374         462855032         462910324   
448031880      448158949         448282327         448397968         461997231         462078320         462167131         462228073         462286147         462341934         462399312         462470733         462528225         462582057         462632829         462689613         462744640         462801382         462855040         462910357   
448032367      448159046         448277541         448398008         461997520         462078338         462167305         462228099         462286303         462341959         462399569         462470741         462528340         462582065         462632985         462689654         462744830         462801390         462855057         462910373   
448032433      448159079         448277806         448398115         461997561         462078346         462167354         462228107         462286311         462341967         462399593         462470758         462528365         462582115         462633009         462689670         462744848         462801424         462855073         462910423   
448032474      448159103         448277830         448398123         461997579         462078379         462167370         462228115         462286345         462341983         462399619         462470782         462528373         462582198         462633017         462689696         462744855         462801432         462855107         462910449   
448032490      448159558         448277855         448398925         461997587         462078817         462167412         462228289         462286360         462342205         462399627         462470931         462528399         462582214         462633033         462689803         462744863         462801697         462855123         462910530   
448032516      448159590         448277913         448398933         461997595         462078841         462167446         462228297         462286386         462342213         462399643         462470956         462528407         462582230         462633090         462689852         462744871         462801721         462855131         462910548   
448032607      448159624         448277962         448398974         461997603         462078866         462167461         462228321         462286402         462342239         462399650         462470964         462528431         462582248         462633108         462689878         462744889         462801754         462855149         462910555   
448032904      448159640         448278366         448398982         461997793         462078874         462167602         462228370         462286410         462342247         462399734         462470972         462528571         462582289         462633280         462689910         462745001         462801770         462855271         462910563   
448032920      448159665         448278382         448399022         461997819         462078882         462167628         462228404         462286436         462342312         462399742         462470980         462528597         462582297         462633306         462689928         462745027         462801796         462855297         462910589   
448032953      448159699         448278390         448399139         461997827         462078890         462167651         462228412         462286444         462342387         462399759         462470998         462528621         462582305         462633363         462689951         462745092         462801804         462855321         462910613   
448032961      448159947         448278531         448399170         461997850         462079294         462167677         462228602         462286519         462342494         462399775         462471129         462528647         462582511         462633371         462690041         462745100         462801952         462855339         462908906   
448033019      448160051         448278580         448399238         461997868         462079328         462167685         462228610         462286535         462342544         462399783         462471137         462528662         462582537         462633389         462690066         462745118         462801960         462855354         462908922   
448033043      448160077         448278770         448399329         461997884         462079344         462167693         462228628         462286543         462342569         462399809         462471145         462528670         462582560         462633405         462690090         462745134         462801986         462855396         462908930   
448033357      448160168         448279331         448399386         461998064         462079427         462167826         462228677         462286675         462342577         462399965         462471152         462528795         462582578         462631235         462690132         462745373         462802026         462855610         462908948   
448033373      448160366         448279455         448399428         461998072         462079500         462167842         462228693         462286691         462342734         462399973         462471160         462528811         462582602         462631243         462690140         462745423         462802083         462855727         462908955   
448033522      448160507         448279497         448399477         461998163         462079526         462167859         462228776         462286709         462342825         462399981         462471186         462528837         462582628         462631268         462690165         462745431         462802109         462855743         462908963   
448033563      448160887         448279547         448400028         461998171         462079898         462167875         462228982         462286717         462340514         462400003         462471285         462528845         462582818         462631292         462690298         462745456         462802356         462855776         462909136   
448033589      448160937         448279596         448400044         461998262         462079906         462167891         462229006         462286725         462340530         462400045         462471319         462528860         462582834         462631300         462690306         462745498         462802372         462855792         462909177   
448033605      448161034         448279638         448400069         461998296         462079963         462167909         462229014         462286766         462340548         462400052         462471335         462528878         462582842         462631318         462690330         462745522         462802380         462855834         462909185   
448033860      448161059         448280065         448400093         461995797         462079971         462167990         462229022         462286881         462340555         462400243         462471350         462528993         462582883         462631482         462690371         462745704         462802398         462855966         462909201   
448033910      448161133         448280081         448400101         461995813         462080003         462168014         462229030         462286964         462340563         462400250         462471376         462529041         462582941         462631490         462690413         462745761         462802406         462855982         462909219   
448034025      448161208         448280115         448400119         461995847         462080029         462168022         462229048         462286980         462340571         462400284         462471384         462529058         462583006         462631557         462690421         462745787         462802414         462855990         462909227   
448034082      448161513         448280123         448400366         461995888         462080326         462168030         462229170         462286998         462340761         462400292         462471483         462529082         462583204         462631565         462690439         462745803         462802653         462856006         462909383   
448034132      448161521         448280172         448400390         461995961         462080342         462168048         462229204         462287012         462340787         462400300         462471491         462529116         462583220         462631573         462690447         462745811         462802661         462856014         462909417   
448034249      448161596         448280420         448400424         461995979         462080359         462168055         462229246         462287046         462340795         462400318         462471525         462529124         462583238         462631631         462690470         462745845         462802679         462856022         462909433   
448034595      448161620         448280677         448400457         461996175         462080458         462168147         462229261         462287186         462340845         462400326         462471541         462529280         462583261         462631748         462690496         462746009         462802711         462856139         462909466   
448034710      448161661         448280701         448400465         461996258         462080581         462168162         462229287         462287202         462340894         462400334         462471566         462529298         462583303         462631789         462690504         462746058         462802729         462856162         462909482   
448034736      448161729         448280743         448400481         461996274         462080599         462168196         462229295         462287228         462340928         462400375         462471582         462529314         462583337         462631813         462690520         462746090         462802760         462856170         462909508   
448034769      448161992         448280750         448400697         461996282         462080631         462168204         462229402         462287251         462341082         462400417         462471673         462529330         462583485         462631854         462690652         462746132         462802901         462856196         462909581   
448034793      448162057         448280784         448400747         461996316         462080698         462168212         462229410         462287277         462341116         462400425         462471681         462529363         462583501         462631870         462690660         462746140         462802919         462856212         462909623   
448034843      448162198         448280909         448400754         461996340         462080706         462168253         462229436         462287293         462341165         462400441         462471699         462529371         462583519         462631896         462690686         462746165         462802976         462856238         462909649   
448034934      448162214         448281279         448400820         461996738         462080763         462168501         462229477         462287475         462341173         462400649         462471707         462529520         462583535         462632076         462690694         462744145         462802984         462856352         462909664   
448034983      448162222         448281493         448400846         461996746         462080771         462168543         462229485         462287491         462341249         462400664         462471723         462529538         462583626         462632118         462690702         462744160         462803008         462856386         462909680   
448035014      448162263         448281501         448400879         461996753         462080888         462168600         462229501         462287525         462341280         462400672         462471731         462529546         462583634         462632142         462690728         462744178         462803032         462856394         462909698   
448035071      448162636         448281535         448401349         461996829         462081118         462168642         462229626         462287533         462341397         462400698         462470170         462529561         462583758         462632167         462690819         462744194         462803222         462856402         462909805   
448035113      448162669         448281618         448401364         461996837         462081126         462168659         462229634         462287541         462341405         462400722         462470196         462529595         462583766         462632209         462690843         462744202         462803255         462856436         462909813   
448035238      448162925         448281675         448401398         461996860         462081167         462168709         462229642         462287566         462341439         462400730         462470220         462529603         462583782         462632217         462690850         462744210         462803289         462856451         462909821   
448035428      448162974         448281980         448401455         461997041         462081209         462166851         462229675         462287855         462341488         462400920         462470246         462529702         462583808         462632456         462690884         462744301         462803297         462856584         462909870   
448035436      448163105         448281998         448401489         461997058         462081225         462166869         462229683         462287871         462341504         462400953         462470287         462529769         462583816         462632530         462690900         462744350         462803305         462856592         462909896   
448035469      448163238         448282004         448401539         461997124         462081241         462166877         462229709         462287897         462341512         462400961         462470303         462529785         462583832         462632563         462690926         462744384         462803354         462856683         462909920   

 


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448035519      448158527         448282061         448401901         461997132         462081449         462166885         462229899         462287913         462341777         462400995         462470550         462529801         462584111         462632571         462691031         462744392         462803370         462856717         462910159   
448035584      448158592         448282137         448401919         461997140         462081456         462166935         462229923         462287954         462341785         462401035         462470576         462529819         462584145         462632605         462691064         462744418         462803396         462856725         462910167   
448035592      448158618         448282160         448401935         461997165         462081498         462166950         462229956         462287988         462341827         462401043         462470618         462529876         462584160         462632613         462691072         462744459         462803404         462856741         462910241   
448035816      448158634         448282384         448401976         461997280         462081506         462167156         462229964         462288168         462341850         462401225         462470642         462529884         462584178         462632860         462691098         462744699         462803412         462856857         462910258   
448035873      448158675         448282418         448402008         461997322         462081670         462167180         462229980         462288200         462341868         462401233         462470659         462529900         462584202         462632894         462691114         462744707         462803438         462856865         462910266   
448035881      448158691         448282434         448402131         461997348         462081720         462167214         462229998         462288218         462341884         462401241         462470667         462529926         462584210         462632928         462691122         462744772         462803453         462856873         462910274   
448035907      448159210         448282509         448402297         461997363         462082066         462167222         462230012         462288234         462341991         462401282         462470824         462529934         462584327         462632944         462691288         462744806         462803594         462856881         462910456   
448035915      448159301         448282517         448402412         461997397         462082108         462167263         462230020         462288267         462342049         462401308         462470832         462529959         462584335         462632969         462691296         462744814         462803602         462856899         462910464   
448035956      448159343         448282525         448402453         461997439         462082124         462167297         462230046         462288275         462342080         462401316         462470840         462529967         462584350         462632977         462691304         462744822         462803610         462856907         462910472   
448036483      448159434         448282632         448402461         461997637         462082132         462167479         462230145         462288556         462342098         462401480         462470865         462530114         462584368         462633116         462691312         462744897         462803636         462855172         462910498   
448036509      448159459         448282756         448402529         461997686         462082249         462167495         462230186         462288564         462342114         462401563         462470881         462530148         462584384         462633173         462691320         462744913         462803644         462855180         462910514   
448036517      448159517         448282798         448402578         461997694         462082280         462167552         462230194         462288598         462342130         462401571         462470923         462530163         462584400         462633199         462691346         462744921         462803685         462855198         462910522   
448036590      448159731         448282913         448403097         461997710         462082520         462167560         462230327         462288606         462342411         462401597         462471020         462530221         462582321         462633207         462691494         462744962         462803800         462855206         462910621   
448036673      448159780         448283002         448403147         461997736         462082538         462167586         462230343         462288630         462342437         462401613         462471038         462530247         462582339         462633249         462691502         462744970         462803867         462855230         462910639   
448036798      448159806         448283010         448403253         461997751         462082603         462167594         462230384         462288655         462342445         462401621         462471061         462530254         462582388         462633264         462691510         462744988         462803974         462855263         462910647   
448037192      448159863         448283259         448403295         461997892         462082637         462167727         462230392         462286568         462342452         462401779         462471087         462530346         462582438         462633447         462691528         462745175         462804014         462855438         462910688   
448037200      448159897         448283267         448403303         461997900         462082652         462167735         462230400         462286576         462342460         462401803         462471095         462530353         462582461         462633454         462691544         462745183         462804030         462855511         462910720   
448037275      448159905         448283325         448403428         461997918         462082660         462167776         462230475         462286592         462342486         462401811         462471111         462530361         462582487         462633470         462691551         462745241         462804048         462855537         462910746   
448037309      448160531         448283341         448399550         461997959         462083015         462167784         462230566         462286626         462342924         462401829         462471194         462530387         462582644         462633512         462691700         462745266         462804204         462855545         462910779   
448037432      448160556         448283358         448399592         461997967         462083031         462167800         462230574         462286659         462342940         462401837         462471202         462530403         462582685         462633538         462691734         462745316         462804220         462855560         462910795   
448037440      448160564         448283374         448399774         461997975         462083056         462167818         462230590         462286667         462342965         462401852         462471210         462530411         462582693         462633553         462691742         462745357         462804238         462855578         462910845   
448037929      448160788         448284240         448399808         461998304         462083072         462167917         462230632         462286774         462342999         462402017         462471251         462530569         462582701         462633561         462691775         462745571         462804246         462855842         462910852   
448038026      448160812         448284265         448399824         461998312         462083080         462167925         462230681         462286782         462343005         462402041         462471269         462530577         462582784         462633579         462691783         462745639         462804253         462855859         462910886   
448038042      448160838         448284315         448399865         461998338         462083114         462167933         462230699         462286816         462343039         462402074         462471277         462530585         462582792         462633652         462691809         462745647         462804287         462855875         462910894   
448038075      448161224         448284356         448400135         461998346         462083569         462167941         462230830         462286824         462343062         462402090         462471392         462530593         462583071         462633660         462691924         462745662         462804576         462855891         462911017   
448038109      448161232         448284364         448400150         461998379         462083676         462167958         462230848         462286840         462343112         462402124         462471418         462530601         462583097         462633710         462691932         462745670         462804618         462855917         462911025   
448038257      448161299         448284422         448400184         461998387         462083692         462167974         462230855         462286873         462343211         462402132         462471426         462530619         462583139         462633744         462691957         462745696         462804667         462855933         462911033   
448038489      448161364         448284679         448400192         461998411         462083718         462168063         462230871         462287079         462343237         462402413         462471434         462530692         462583147         462633876         462691981         462745860         462804675         462856030         462911041   
448038497      448161406         448284828         448400200         461998452         462083767         462168071         462230905         462287087         462343260         462402447         462471442         462530718         462583170         462633892         462691999         462745878         462804691         462856055         462911066   
448038620      448161489         448284844         448400341         461998460         462083841         462168089         462230913         462287095         462343278         462402553         462471467         462530726         462583188         462633900         462692005         462745894         462804709         462856089         462911074   
448038646      448161737         448284869         448400499         461998478         462084021         462168097         462231077         462287103         462343385         462402561         462471590         462530734         462583345         462633926         462690538         462745936         462804899         462856097         462911298   
448038679      448161745         448284893         448400572         461998585         462084047         462168121         462231085         462287129         462343419         462402637         462471616         462530742         462583352         462633942         462690561         462745951         462804907         462856105         462911306   
448038778      448161778         448284927         448400606         461998593         462084054         462168139         462231093         462287178         462343427         462402652         462471632         462530759         462583360         462633959         462690587         462745977         462804949         462856121         462911314   
448039222      448161794         448285270         448400614         461998874         462084062         462168279         462231101         462287301         462343450         462400466         462471640         462530841         462583394         462634106         462690595         462746173         462804956         462856246         462911348   
448039230      448161935         448285379         448400630         461998924         462084088         462168360         462231119         462287343         462343476         462400482         462471657         462530858         462583410         462634122         462690629         462746215         462804998         462856287         462911355   
448039263      448161950         448285387         448400663         461998940         462084096         462168410         462231127         462287350         462343542         462400516         462471665         462530866         462583444         462634148         462690637         462746264         462805003         462856295         462911371   
448039271      448162412         448285460         448401125         461998981         462080953         462168428         462231291         462287392         462343682         462400557         462471749         462530874         462583667         462634155         462690736         462746272         462805144         462856311         462911462   
448039297      448162438         448285502         448401133         461998999         462081001         462168436         462231309         462287434         462343740         462400573         462471756         462530890         462583675         462634189         462690751         462746306         462805193         462856337         462911470   
448039313      448162453         448285585         448401208         461999005         462081027         462168485         462231317         462287467         462343765         462400599         462471764         462530908         462583691         462634239         462690769         462746314         462805201         462856345         462911488   
448035253      448162511         448285882         448401224         461999153         462081035         462168725         462231325         462287574         462343781         462400755         462471780         462530999         462583725         462634437         462690777         462746322         462805276         462856469         462911504   
448035329      448162537         448285965         448401307         461999237         462081050         462168733         462231333         462287582         462343823         462400813         462471814         462531005         462583733         462634460         462690793         462746371         462805284         462856485         462911520   
448035337      448162602         448286054         448401315         461999252         462081068         462168741         462231341         462287624         462343898         462400821         462471822         462531021         462583741         462634478         462690801         462746397         462805292         462856519         462911538   
448035345      448163279         448286096         448401570         461999278         462081274         462168758         462231556         462287640         462344037         462400854         462471848         462531039         462583873         462634486         462690942         462746405         462805490         462856535         462911645   
448035352      448163303         448286179         448401612         461999310         462081373         462168824         462231564         462287764         462344060         462400888         462471855         462531054         462583881         462634502         462690959         462746454         462805516         462856543         462911652   
448035386      448163352         448286195         448401679         461999351         462081407         462168865         462231598         462287822         462344078         462400912         462471863         462531062         462583923         462634510         462690975         462746462         462805524         462856576         462911710   
448035600      448163360         448286583         448401786         461999583         462081415         462168899         462231614         462287996         462344094         462401092         462471871         462531161         462584046         462634635         462690983         462746579         462805532         462856758         462911728   
448035626      448163394         448286641         448401851         461999591         462081423         462168964         462231622         462288036         462344128         462401126         462471897         462531179         462584061         462634726         462690991         462746595         462805540         462856766         462911744   
448035634      448163428         448286666         448401893         461999609         462081431         462168980         462231655         462288101         462344136         462401142         462471905         462531187         462584087         462634759         462691007         462746603         462805557         462856774         462911751   
448035667      448163477         448286690         448402149         461999641         462081787         462169053         462231754         462288119         462344375         462401159         462472044         462531211         462584244         462634775         462691163         462746652         462803461         462856808         462911850   
448035717      448163485         448286716         448402164         461999666         462081845         462169095         462231770         462288127         462344409         462401175         462472051         462531229         462584269         462634791         462691171         462746686         462803479         462856824         462911868   
448035741      448163519         448286732         448402180         461999682         462081910         462169137         462231788         462288143         462344417         462401191         462472069         462531237         462584285         462634809         462691239         462746694         462803487         462856840         462911876   
448035972      448163600         448286930         448402198         462000100         462081944         462169343         462231796         462288283         462344433         462401332         462472077         462529991         462584293         462635020         462691247         462746785         462803537         462856923         462911892   
448036061      448163659         448286955         448402206         462000209         462081951         462169368         462231812         462288317         462344458         462401357         462472085         462530007         462584301         462635046         462691254         462746801         462803578         462856956         462911918   
448036087      448163667         448286989         448402271         462000225         462081993         462169418         462231820         462288341         462344482         462401365         462472093         462530015         462584319         462635061         462691262         462746819         462803586         462856964         462911926   
448036137      448164053         448287011         448402586         462000241         462082330         462169533         462230251         462288374         462344656         462401381         462472184         462530031         462584418         462635079         462691353         462746827         462803693         462856972         462912015   
448036194      448164061         448287052         448402628         462000274         462082355         462169566         462230269         462288432         462344730         462401423         462472192         462530098         462584434         462635095         462691361         462746850         462803701         462856980         462912023   
448036228      448164137         448287078         448402669         462000290         462082421         462169590         462230277         462288473         462344763         462401431         462472200         462530106         462584442         462635186         462691379         462746876         462803719         462857004         462912031   
448036814      448164178         448283077         448402685         462000662         462082447         462169806         462230285         462288705         462344789         462401654         462472218         462530270         462584475         462635376         462691429         462747056         462803735         462857020         462912080   
448036848      448164194         448283085         448402834         462000688         462082462         462169848         462230293         462288721         462344847         462401704         462472291         462530296         462584517         462635392         462691437         462747064         462803743         462857053         462912106   
448036954      448164244         448283119         448403022         462000696         462082488         462169855         462230319         462288747         462344854         462401712         462472309         462530304         462584541         462635434         462691445         462747072         462803750         462857095         462912130   
448036988      448164467         448283168         448403451         462000738         462082678         462169863         462230483         462288804         462344979         462401738         462472507         462530312         462584608         462635459         462691593         462747080         462804055         462857103         462912320   
448036996      448164483         448283200         448403501         462000746         462082827         462169889         462230491         462288820         462344987         462401753         462472515         462530320         462584616         462635541         462691619         462747122         462804071         462857111         462912346   
448037069      448164509         448283234         448403568         462000795         462082876         462169897         462230517         462288853         462345067         462401761         462472531         462530338         462584624         462635566         462691635         462747130         462804089         462857137         462912361   

 


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448037549      448164525         448283382         448403584         462001025         462082918         462170044         462230525         462288861         462345075         462401860         462472606         462530429         462584632         462635749         462691676         462747213         462804147         462857251         462912395   
448037606      448164541         448283440         448403592         462001058         462082934         462170135         462230533         462288879         462345125         462401928         462472655         462530437         462584665         462635756         462691684         462747221         462804170         462857277         462912411   
448037648      448164582         448283606         448403634         462001082         462082975         462170184         462230541         462288887         462345141         462401936         462472663         462530460         462584681         462635772         462691692         462747247         462804196         462857293         462912437   
448037655      448165142         448283739         448403683         462001116         462083213         462170192         462230723         462288911         462345257         462401951         462472838         462530494         462584863         462635780         462691817         462747262         462804329         462857327         462910928   
448037887      448165167         448283820         448403733         462001249         462083221         462170200         462230756         462288929         462345273         462401969         462472887         462530502         462584871         462635822         462691841         462747270         462804345         462857335         462910936   
448037903      448165209         448283986         448403766         462001298         462083270         462170226         462230772         462288937         462345299         462401977         462472929         462530528         462584897         462635855         462691858         462747304         462804451         462857343         462910951   
448038265      448165290         448284489         448403907         462001496         462083296         462170424         462230798         462289133         462345315         462402157         462472937         462530627         462584905         462633751         462691882         462747395         462804493         462857525         462910969   
448038323      448165308         448284521         448403998         462001512         462083361         462170432         462230806         462289141         462345323         462402199         462472945         462530635         462584913         462633777         462691890         462747403         462804535         462857541         462910977   
448038331      448165316         448284547         448404020         462001538         462083460         462170465         462230814         462289158         462345349         462402215         462472952         462530650         462584954         462633793         462691916         462747411         462804550         462857574         462911009   
448038372      448165530         448284554         448404335         462001553         462083874         462170549         462230939         462289208         462343294         462402264         462473182         462530668         462585092         462633819         462692013         462747437         462804717         462857590         462911157   
448038398      448165548         448284562         448404376         462001579         462083882         462170556         462230962         462289216         462343302         462402272         462473190         462530676         462585100         462633843         462692021         462747445         462804808         462857608         462911181   
448038448      448165555         448284596         448404392         462001645         462083916         462170580         462230970         462289257         462343328         462402348         462473224         462530684         462585118         462633868         462692039         462747510         462804816         462857616         462911223   
448038935      448165589         448284976         448404475         461998601         462083924         462170754         462230996         462289398         462343344         462402678         462473257         462530767         462585126         462633975         462692047         462747759         462804840         462857749         462911231   
448038950      448165647         448284984         448404483         461998619         462083965         462170762         462231036         462289406         462343369         462402728         462473307         462530775         462585142         462633983         462692088         462747767         462804857         462857806         462911249   
448039081      448165712         448285072         448404533         461998668         462083999         462170770         462231051         462289422         462343377         462402736         462473315         462530783         462585167         462633991         462692104         462747775         462804873         462857830         462911280   
448039149      448166066         448285130         448404749         461998726         462084187         462170788         462231143         462289497         462343567         462402744         462473661         462530809         462585274         462634007         462692120         462747783         462805029         462857848         462911389   
448039172      448166173         448285247         448404756         461998775         462084195         462170804         462231192         462289513         462343583         462402751         462473695         462530817         462585308         462634031         462692138         462747791         462805037         462857863         462911405   
448039180      448166223         448285254         448404780         461998833         462084237         462170838         462231226         462289521         462343617         462402793         462473703         462530825         462585332         462634056         462692153         462747809         462805052         462857871         462911413   
448039446      448166256         448285601         448404806         461999021         462084294         462171042         462231259         462289620         462343625         462402819         462473711         462530916         462585340         462634270         462692161         462747932         462805078         462857962         462911421   
448039479      448166280         448285650         448404855         461999039         462084310         462171067         462231267         462289646         462343633         462402835         462473745         462530924         462585357         462634338         462692179         462747957         462805086         462857970         462911439   
448039552      448166322         448285684         448404871         461999047         462084443         462171091         462231283         462289661         462343674         462402843         462473752         462530932         462585415         462634361         462692187         462747973         462805136         462857996         462911454   
448039636      448166462         448285734         448405183         461999112         462084468         462171117         462231366         462289687         462343914         462402868         462474024         462530940         462585571         462634379         462692278         462747999         462805300         462858002         462911553   
448039644      448166595         448285775         448405209         461999138         462084542         462171158         462231374         462289752         462343930         462402892         462474115         462530973         462585589         462634411         462692286         462748070         462805318         462858044         462911561   
448039685      448166769         448285858         448405225         461999146         462084617         462171166         462231408         462289760         462343963         462402900         462474156         462530981         462585621         462634429         462692294         462748112         462805326         462858069         462911587   
448039693      448166777         448286229         448405258         461999369         462084625         462171349         462231424         462290032         462343997         462403080         462474263         462531088         462585639         462634528         462692310         462746488         462805391         462858218         462911603   
448039701      448166793         448286252         448405340         461999377         462084658         462171356         462231432         462290073         462344003         462403098         462474271         462531104         462585647         462634569         462692328         462746496         462805425         462858234         462911629   
448039727      448166827         448286377         448405357         461999419         462084682         462171364         462231523         462290099         462344011         462403106         462474339         462531112         462585670         462634577         462692336         462746504         462805458         462858259         462911637   
448039768      448167312         448286385         448405787         461999443         462084906         462171372         462231663         462290123         462344144         462403155         462471947         462531120         462585837         462634593         462692450         462746512         462805565         462858267         462911769   
448039776      448167320         448286419         448405803         461999484         462084922         462171414         462231671         462290131         462344201         462403163         462471954         462531138         462585878         462634619         462692484         462746520         462805656         462858275         462911793   
448039818      448167353         448286476         448405829         461999526         462084930         462171422         462231689         462290156         462344235         462403221         462471996         462531146         462585886         462634627         462692500         462746546         462805672         462858291         462911801   
448040097      448167387         448286781         448405837         461999724         462084971         462169178         462231713         462290263         462344250         462403536         462472002         462531245         462585894         462634833         462692518         462746702         462805698         462858473         462911827   
448040220      448167429         448286815         448405928         461999856         462084997         462169194         462231739         462290297         462344300         462403619         462472028         462531252         462585910         462634882         462692534         462746710         462805714         462858507         462911835   
448040261      448167445         448286823         448406025         461999898         462085010         462169228         462231747         462290321         462344334         462403635         462472036         462531260         462585928         462634908         462692542         462746728         462805748         462858515         462911843   
448040287      448163733         448286864         448406314         461999989         462085317         462169244         462231861         462290347         462344516         462403650         462472119         462531278         462586058         462634965         462692641         462746744         462805755         462858564         462911934   
448040295      448163840         448286898         448406389         462000027         462085325         462169285         462231887         462290370         462344524         462403692         462472127         462531286         462586108         462634973         462692674         462746769         462805805         462858572         462911959   
448040352      448163907         448286922         448406397         462000076         462085333         462169319         462231903         462290396         462344532         462403791         462472135         462531294         462586124         462635004         462692682         462746777         462805813         462858580         462911967   
448040493      448163931         448287136         448406454         462000324         462085382         462169616         462231911         462290537         462344557         462404047         462472143         462531302         462586132         462635194         462692724         462746892         462805839         462858788         462911975   
448040501      448164012         448287177         448406496         462000399         462085390         462169632         462231937         462290560         462344599         462404070         462472150         462531310         462586157         462635202         462692757         462746934         462805870         462858796         462911991   
448040519      448164038         448287243         448406504         462000506         462085408         462169707         462231952         462290578         462344623         462404138         462472168         462531328         462586173         462635210         462692765         462746959         462805896         462858804         462912007   
448040550      448164251         448287276         448406843         462000514         462085796         462169715         462231960         462290586         462344896         462404195         462472333         462531344         462586256         462635251         462692856         462746983         462806068         462858846         462912148   
448040592      448164285         448287300         448406926         462000548         462085804         462169764         462231978         462290610         462344904         462404328         462472366         462531369         462586264         462635301         462692864         462746991         462806084         462858861         462912213   
448040667      448164327         448287326         448406942         462000647         462085820         462169772         462231986         462290628         462344920         462404336         462472390         462531377         462586280         462635350         462692872         462747023         462806134         462858895         462912239   
448040980      448164335         448287334         448407007         462000803         462085853         462169921         462232000         462290743         462344946         462404542         462472408         462531484         462586298         462635632         462692880         462747148         462806159         462857178         462912254   
448041004      448164350         448287375         448407064         462000829         462085879         462169954         462232018         462290768         462344953         462404559         462472424         462531492         462586306         462635640         462692922         462747163         462806225         462857186         462912262   
448041012      448164426         448287474         448407080         462000860         462086018         462169962         462232026         462290784         462344961         462404567         462472465         462531518         462586314         462635657         462692930         462747171         462806274         462857194         462912296   
448041087      448164749         448287508         448407288         462000910         462086356         462169988         462232125         462290800         462345166         462404575         462472705         462531526         462584756         462635673         462693029         462747189         462806423         462857202         462912452   
448041178      448164855         448287516         448407346         462000951         462086430         462170010         462232133         462290826         462345190         462404609         462472721         462531534         462584764         462635681         462693052         462747197         462806449         462857236         462912502   
448041210      448165001         448287565         448407437         462000985         462086455         462170028         462232141         462290834         462345208         462404625         462472739         462531542         462584772         462635707         462693060         462747205         462806464         462857244         462912510   
448041657      448165035         448287748         448407452         462001314         462086497         462170234         462232158         462288945         462345216         462404757         462472762         462531625         462584822         462635863         462693078         462747338         462806472         462857368         462912551   
448041665      448165043         448287896         448407460         462001355         462086513         462170259         462232166         462288952         462345232         462404773         462472796         462531633         462584830         462635871         462693086         462747346         462806506         462857400         462912585   
448041673      448165100         448287904         448407510         462001397         462086521         462170309         462232174         462288978         462345240         462404781         462472812         462531641         462584855         462635921         462693102         462747353         462806522         462857426         462912601   
448041681      448165324         448287920         448404160         462001447         462086687         462170333         462232372         462288986         462345356         462404799         462472960         462531666         462584962         462635970         462693201         462747361         462806688         462857459         462912619   
448041749      448165357         448287946         448404202         462001462         462086752         462170341         462232422         462289042         462345364         462404815         462473000         462531674         462584988         462636028         462693219         462747379         462806696         462857467         462912627   
448041764      448165399         448287979         448404236         462001488         462086778         462170366         462232448         462289067         462345372         462404864         462473018         462531682         462585027         462636044         462693227         462747387         462806704         462857483         462912643   
448042051      448165449         448288365         448404301         462001652         462086828         462170606         462232455         462289265         462345406         462405101         462473067         462531765         462585035         462636069         462693235         462747551         462806720         462857624         462912650   
448042135      448165456         448288381         448404319         462001660         462086844         462170614         462232463         462289299         462345430         462405127         462473091         462531799         462585043         462636077         462693243         462747627         462806829         462857632         462912668   
448042168      448165472         448288480         448404327         462001678         462086877         462170622         462232471         462289315         462345448         462405192         462473174         462531807         462585050         462636085         462693250         462747643         462806837         462857657         462912676   
448042317      448165753         448288522         448404582         462001686         462087180         462170655         462232554         462289323         462345513         462405200         462473331         462531831         462585191         462636093         462693367         462747676         462806944         462857665         462912783   
448042358      448165787         448288571         448404632         462001694         462087198         462170671         462232562         462289364         462345521         462405234         462473448         462531856         462585225         462636291         462693375         462747700         462806969         462857707         462912791   
448042374      448165837         448288654         448404657         462001710         462087206         462170747         462232588         462289380         462345604         462405275         462473505         462531864         462585233         462636309         462693383         462747742         462806985         462857715         462912809   
448042689      448165894         448289025         448404665         462001751         462087214         462170853         462232596         462289539         462345612         462405416         462473521         462532011         462585241         462636507         462693391         462747817         462807017         462857889         462912825   
448042697      448165936         448289058         448404715         462001769         462087297         462170879         462232604         462289562         462345638         462405424         462473539         462532029         462585258         462636515         462693417         462747841         462807041         462857897         462912833   
448042713      448166009         448289066         448404723         462001876         462087388         462170887         462232612         462289570         462345653         462405465         462473554         462532045         462585266         462636523         462693433         462747858         462807058         462857905         462912841   

 


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448042747      448166348         448289090         448404921         462001967         462087602         462170895         462232687         462289588         462345935         462405481         462473810         462532052         462585423         462636531         462692195         462747866         462807181         462857921         462912965   
448042846      448166355         448289165         448404947         462002023         462087610         462170929         462232703         462289596         462345943         462405499         462473844         462532078         462585431         462636556         462692203         462747890         462807199         462857947         462913013   
448042879      448166363         448289272         448404954         462002056         462087636         462170960         462232711         462289612         462346016         462405507         462473885         462532086         462585456         462636580         462692229         462747924         462807223         462857954         462913021   
448043158      448166371         448289637         448405027         462002254         462087651         462171182         462232729         462289778         462346024         462402934         462473893         462532243         462585498         462636903         462692245         462748120         462807231         462858077         462913096   
448043174      448166389         448289652         448405068         462002288         462087719         462171208         462232737         462289885         462346032         462402975         462473919         462532268         462585506         462636911         462692252         462748146         462807256         462858093         462913104   
448043216      448166405         448289660         448405159         462002304         462087750         462171232         462232752         462289893         462346040         462402991         462473976         462532276         462585548         462636929         462692260         462748153         462807272         462858101         462913112   
448043232      448166850         448289694         448405407         462002411         462084708         462171257         462232976         462289968         462346180         462403015         462474347         462532300         462585696         462637018         462692351         462748187         462807405         462858168         462913245   
448043273      448166918         448289777         448405654         462002445         462084716         462171273         462233016         462289984         462346206         462403023         462474388         462532318         462585712         462637026         462692393         462748195         462807447         462858176         462913260   
448043299      448166934         448289884         448405688         462002460         462084724         462171299         462233032         462290016         462346222         462403049         462474396         462532334         462585746         462637042         462692401         462748203         462807462         462858192         462913278   
448039834      448167064         448290098         448405696         462002650         462084740         462171455         462233065         462290198         462346255         462403304         462474404         462532516         462585795         462637232         462692419         462748229         462807496         462858309         462913286   
448039842      448167106         448290114         448405761         462002668         462084823         462171463         462233164         462290206         462346263         462403353         462474420         462532524         462585803         462637240         462692427         462748237         462807504         462858317         462913294   
448039909      448167114         448290171         448405779         462002718         462084898         462171471         462233180         462290214         462346289         462403395         462474446         462532532         462585811         462637273         462692443         462748286         462807553         462858358         462913302   
448039917      448167452         448290189         448406074         462002726         462085036         462171497         462233313         462290222         462346461         462403429         462474453         462532540         462585969         462637281         462692559         462748294         462807744         462858382         462913401   
448039933      448167494         448290254         448406090         462002759         462085069         462171505         462233362         462290248         462346594         462403445         462474461         462532581         462585977         462637299         462692567         462748302         462807751         462858390         462913419   
448040014      448167601         448290262         448406124         462002775         462085093         462171513         462233396         462290255         462346669         462403502         462474503         462532599         462585985         462637307         462692575         462748328         462807793         462858408         462913427   
448040378      448167783         448290437         448406132         462003005         462085143         462171521         462233404         462290438         462346677         462403817         462474537         462532698         462585993         462637448         462692609         462748427         462807827         462858622         462913435   
448040386      448167890         448290460         448406249         462003013         462085150         462171570         462233412         462290453         462346685         462403841         462474586         462532706         462586009         462637455         462692617         462748435         462807835         462858630         462913484   
448040394      448167924         448290593         448406306         462003021         462085275         462171588         462233420         462290461         462346719         462403866         462474594         462532748         462586025         462637489         462692625         462748443         462807850         462858655         462913492   
448040428      448167940         448290619         448406629         462003112         462085424         462171679         462233545         462290479         462346883         462403908         462474826         462532755         462586181         462637539         462692773         462748450         462805920         462858663         462913658   
448040436      448168096         448290627         448406645         462003120         462085465         462171695         462233560         462290511         462346917         462403916         462474842         462532797         462586199         462637547         462692799         462748468         462805938         462858671         462913690   
448040469      448168104         448290668         448406652         462003153         462085598         462171786         462233586         462290529         462346933         462403973         462474859         462532805         462586215         462637562         462692815         462748476         462805979         462858697         462913708   
448040675      448168245         448291138         448406660         462003484         462085739         462171976         462233594         462290636         462347063         462404344         462474875         462531385         462586223         462637695         462692823         462748567         462805995         462858929         462913724   
448040691      448168286         448291179         448406694         462003542         462085770         462171984         462233602         462290669         462347089         462404377         462474883         462531393         462586231         462637703         462692831         462748583         462806027         462858937         462913781   
448040709      448168351         448291195         448406785         462003559         462085788         462172016         462233610         462290677         462347097         462404419         462474958         462531427         462586249         462637729         462692849         462748609         462806050         462858978         462913799   
448040733      448168641         448291203         448407098         462003609         462086034         462172032         462232034         462290685         462347279         462404468         462475179         462531435         462586322         462637745         462692955         462748617         462806282         462859000         462913955   
448040782      448168658         448291237         448407130         462003674         462086059         462172065         462232042         462290727         462347295         462404492         462475187         462531443         462586330         462637760         462692963         462748625         462806324         462859018         462913963   
448040956      448168690         448291278         448407163         462003724         462086075         462172073         462232075         462290735         462347303         462404518         462475195         462531468         462586348         462637778         462692971         462748633         462806340         462859026         462913971   
448041236      448168708         448287581         448407189         462004409         462086273         462172255         462232083         462290875         462347311         462404633         462475245         462531559         462586355         462637943         462692989         462748815         462806399         462859034         462914003   
448041392      448168757         448287599         448407205         462004425         462086307         462172271         462232109         462290883         462347360         462404658         462475278         462531575         462586371         462637950         462693003         462748823         462806407         462859042         462914029   
448041434      448168765         448287615         448407270         462004458         462086349         462172321         462232117         462290891         462347410         462404682         462475310         462531583         462586397         462637968         462693011         462748856         462806415         462859067         462914037   
448041509      448168948         448287631         448407544         462004474         462086539         462172347         462232182         462290933         462347618         462404690         462475559         462531591         462586405         462637984         462693110         462748864         462806563         462859091         462914185   
448041533      448168955         448287714         448407700         462004482         462086562         462172370         462232224         462290958         462347626         462404724         462475583         462531609         462586413         462638057         462693128         462748914         462806621         462859109         462914243   
448041608      448168989         448287722         448407718         462004557         462086570         462172412         462232232         462290966         462347634         462404732         462475609         462531617         462586421         462638073         462693144         462748948         462806647         462859141         462914268   
448041822      448169052         448288043         448407742         462004847         462086588         462172644         462232240         462290982         462347642         462404898         462475641         462531690         462586439         462638263         462693151         462749045         462806654         462859349         462914284   
448041855      448169128         448288068         448407791         462004854         462086646         462172669         462232299         462291006         462347691         462404930         462475666         462531708         462586447         462638271         462693177         462749052         462806662         462859364         462914292   
448041897      448169136         448288118         448407841         462004862         462086679         462172677         462232331         462291014         462347725         462405028         462475690         462531724         462586454         462638289         462693185         462749078         462806670         462859380         462914300   
448041905      448169607         448288233         448407866         462004888         462086992         462172685         462232489         462291022         462347899         462405036         462476045         462531732         462586652         462638297         462693268         462749086         462806845         462859406         462912692   
448041954      448169672         448288282         448407882         462004912         462087040         462172693         462232497         462291063         462347923         462405044         462476078         462531740         462586660         462638305         462693276         462749102         462806852         462859430         462912700   
448041962      448169680         448288316         448407890         462004920         462087057         462172719         462232505         462291071         462348046         462405051         462476086         462531757         462586702         462638347         462693292         462749110         462806860         462859448         462912718   
448042424      448169706         448288753         448407924         462005059         462087065         462172917         462232513         462291162         462348053         462405283         462476128         462531872         462586744         462636333         462693300         462749276         462806886         462859638         462912734   
448042465      448169789         448288787         448407940         462005067         462087073         462172982         462232521         462291188         462348061         462405291         462476151         462531880         462586751         462636341         462693342         462749284         462806894         462859661         462912759   
448042515      448169862         448288852         448407973         462005075         462087115         462173030         462232547         462291196         462348160         462405325         462476185         462531898         462586769         462636358         462693359         462749292         462806928         462859703         462912775   
448042523      448170118         448288860         448408245         462005083         462087404         462173089         462232620         462291204         462345679         462405341         462476532         462531906         462586850         462636374         462693441         462749326         462807066         462859711         462912874   
448042648      448170126         448288969         448408260         462005109         462087412         462173196         462232638         462291220         462345752         462405366         462476540         462531930         462586884         462636390         462693474         462749334         462807074         462859737         462912882   
448042655      448170175         448289009         448408286         462005117         462087461         462173212         462232646         462291238         462345786         462405408         462476599         462531989         462586892         462636424         462693482         462749383         462807090         462859786         462912908   
448042903      448170183         448289298         448408302         462002072         462087537         462173402         462232653         462291394         462345810         462405549         462476607         462532144         462586900         462636671         462693490         462749656         462807108         462859927         462912924   
448042960      448170225         448289397         448408336         462002098         462087586         462173436         462232661         462291436         462345844         462405564         462476623         462532177         462586918         462636754         462693557         462749664         462807132         462859935         462912932   
448043034      448170308         448289413         448408393         462002114         462087594         462173444         462232679         462291451         462345885         462405572         462476631         462532185         462586926         462636770         462693565         462749698         462807140         462859984         462912940   
448043059      448170589         448289421         448408716         462002122         462087859         462173451         462232778         462291501         462346073         462405580         462476870         462532193         462587007         462636796         462693573         462749771         462807298         462860008         462913138   
448043125      448170746         448289488         448408724         462002171         462087875         462173477         462232851         462291535         462346081         462405598         462476904         462532219         462587015         462636820         462693581         462749813         462807314         462860040         462913153   
448043141      448170795         448289603         448408732         462002239         462087883         462173493         462232869         462291600         462346107         462405606         462476938         462532227         462587023         462636846         462693631         462749839         462807322         462860057         462913179   
448043349      448170860         448289934         448408765         462002478         462087891         462173766         462232877         462291691         462346115         462405721         462476946         462532391         462587031         462637075         462693649         462749961         462807355         462860289         462913195   
448043430      448170878         448289942         448408831         462002502         462087933         462173774         462232893         462291725         462346131         462405747         462477027         462532417         462587049         462637109         462693656         462749995         462807363         462860297         462913211   
448043505      448170951         448289983         448408989         462002551         462087974         462173840         462232935         462291733         462346156         462405754         462477043         462532425         462587056         462637117         462693698         462750001         462807397         462860339         462913237   
448043554      448171157         448290007         448409516         462002593         462087982         462173865         462233198         462291758         462346297         462405796         462477159         462532441         462587171         462637125         462693813         462750050         462807587         462860354         462913310   
448043737      448171181         448290056         448409540         462002627         462088097         462173881         462233206         462291790         462346347         462405812         462477217         462532482         462587189         462637174         462693839         462750068         462807595         462860370         462913328   
448043745      448171223         448290080         448409623         462002635         462088105         462173899         462233214         462291816         462346362         462405887         462477233         462532508         462587197         462637224         462693847         462750084         462807603         462860388         462913336   
448043752      448171306         448290270         448409631         462002817         462088121         462174004         462233222         462291931         462346388         462406042         462477241         462532607         462587213         462637315         462693862         462748336         462807637         462860511         462913351   
448043976      448171322         448290288         448409748         462002825         462088196         462174038         462233289         462291956         462346396         462406067         462477258         462532615         462587221         462637331         462693888         462748344         462807645         462860529         462913369   
448043984      448171330         448290304         448409771         462002841         462088204         462174046         462233305         462291964         462346446         462406109         462477290         462532623         462587239         462637372         462693896         462748369         462807728         462860537         462913393   
448044081      448171686         448290320         448410068         462002874         462088527         462174087         462233438         462291980         462346727         462406125         462474628         462532664         462587320         462637406         462693987         462748385         462807876         462860560         462913500   
448044099      448171694         448290361         448410118         462002890         462088543         462174095         462233453         462291998         462346768         462406166         462474644         462532672         462587353         462637414         462693995         462748393         462807892         462860594         462913526   
448044107      448171801         448290395         448410126         462002924         462088568         462174137         462233461         462292020         462346818         462406174         462474693         462532680         462587403         462637422         462694001         462748419         462807959         462860602         462913559   

 


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448044560      448171892         448290692         448410159         462003203         462088576         462171794         462233487         462292137         462346834         462406380         462474701         462532813         462587411         462637570         462694019         462748492         462807967         462860701         462913567   
448044586      448171934         448290783         448410167         462003237         462088584         462171810         462233503         462292152         462346842         462406422         462474719         462532888         462587437         462637588         462694035         462748500         462807975         462860735         462913617   
448044594      448172015         448290809         448410241         462003245         462088592         462171828         462233537         462292186         462346859         462406430         462474784         462532904         462587445         462637596         462694043         462748526         462807983         462860768         462913641   
448044644      448168377         448290882         448410654         462003252         462088881         462171836         462233677         462292194         462347105         462406448         462474966         462532920         462587510         462637638         462694175         462748534         462807991         462860784         462913815   
448044693      448168385         448290916         448410696         462003336         462088915         462171893         462233685         462292202         462347113         462406497         462474990         462532938         462587528         462637646         462694183         462748542         462808007         462860792         462913849   
448044701      448168419         448291112         448410761         462003443         462088949         462171901         462233693         462292210         462347154         462406539         462475039         462532946         462587536         462637687         462694217         462748559         462808015         462860800         462913864   
448045237      448168518         448291294         448410811         462003781         462088956         462172081         462233719         462292376         462347204         462406661         462475070         462532953         462587544         462637786         462694233         462748658         462808023         462860958         462913898   
448045286      448168575         448291302         448410928         462003823         462088964         462172115         462233743         462292392         462347246         462406760         462475112         462533035         462587551         462637828         462694241         462748682         462808049         462860966         462913922   
448045302      448168583         448291344         448410944         462003963         462088972         462172164         462233750         462292400         462347253         462406802         462475120         462533084         462587569         462637851         462694282         462748708         462808056         462860974         462913948   
448045310      448168799         448291351         448411264         462004102         462089129         462172172         462233776         462292426         462347444         462406927         462475328         462533092         462587650         462637869         462694381         462748765         462808197         462860990         462914052   
448045401      448168807         448291419         448411348         462004292         462089137         462172198         462233784         462292467         462347469         462406984         462475344         462533126         462587668         462637885         462694399         462748773         462808205         462861006         462914060   
448045492      448168815         448291476         448411538         462004359         462089178         462172214         462233792         462292483         462347485         462407024         462475351         462533134         462587684         462637893         462694449         462748781         462808213         462861048         462914094   
448046086      448168823         448291526         448411611         462004573         462089186         462172453         462233800         462292566         462347568         462407230         462475476         462533324         462587692         462638123         462694464         462748955         462808247         462859158         462914144   
448046144      448168831         448291534         448411660         462004623         462089194         462172461         462233826         462292574         462347576         462407362         462475500         462533407         462587700         462638156         462694506         462748963         462808270         462859166         462914151   
448046151      448168906         448291559         448411751         462004763         462089228         462172511         462233834         462292582         462347592         462407370         462475534         462533423         462587726         462638180         462694530         462748997         462808288         462859190         462914169   
448046243      448169193         448291658         448411884         462004797         462089541         462172529         462233974         462292590         462347733         462407396         462475724         462533431         462586462         462638206         462694662         462749003         462808460         462859240         462914359   
448046284      448169300         448291666         448411900         462004821         462089673         462172586         462233990         462292608         462347766         462407412         462475740         462533449         462586470         462638222         462694704         462749011         462808494         462859265         462914367   
448046359      448169383         448291674         448411926         462004839         462089715         462172594         462234006         462292616         462347774         462407438         462475849         462533472         462586496         462638255         462694712         462749037         462808585         462859323         462914375   
448046599      448169490         448291989         448411934         462004938         462089756         462172743         462234022         462291089         462347790         462407545         462475880         462533621         462586504         462638354         462694787         462749177         462808601         462859489         462914391   
448046607      448169532         448292037         448411967         462004946         462089798         462172750         462234030         462291097         462347832         462407586         462475914         462533662         462586553         462638495         462694795         462749193         462808643         462859497         462914409   
448046664      448169599         448292094         448412007         462004953         462089822         462172784         462234048         462291105         462347881         462407610         462475963         462533670         462586645         462638503         462694829         462749201         462808650         462859562         462914433   
448046672      448169904         448292250         448408005         462004987         462090119         462172818         462234196         462291139         462348186         462407628         462476219         462533688         462586785         462638537         462694993         462749227         462808775         462859588         462914458   
448046698      448169920         448292391         448408021         462005026         462090135         462172826         462234204         462291147         462348202         462407669         462476284         462533712         462586793         462638578         462695008         462749235         462808783         462859596         462914466   
448046748      448169987         448292466         448408039         462005042         462090184         462172867         462234212         462291154         462348210         462407693         462476375         462533720         462586801         462638594         462695016         462749268         462808791         462859620         462914524   
448047050      448169995         448292862         448408120         462005125         462090234         462173220         462234220         462291253         462348228         462407917         462476383         462533936         462586827         462638602         462695024         462749474         462808809         462859802         462914540   
448047068      448170001         448293050         448408203         462005133         462090291         462173246         462234246         462291279         462348301         462407933         462476417         462533951         462586835         462638651         462695040         462749490         462808833         462859828         462914557   
448047118      448170068         448293092         448408211         462005141         462090333         462173261         462234261         462291287         462348319         462407958         462476474         462533969         462586843         462638685         462695099         462749573         462808841         462859851         462914565   
448047183      448170423         448293175         448408427         462005158         462090630         462173337         462234394         462291303         462348368         462407974         462476680         462533977         462586934         462638693         462695222         462749581         462808981         462859869         462914839   
448047217      448170449         448293183         448408484         462005166         462090648         462173352         462234410         462291345         462348384         462408014         462476698         462534033         462586942         462638701         462695230         462749615         462809054         462859901         462914854   
448047274      448170472         448293225         448408492         462005174         462090655         462173360         462234436         462291352         462348392         462408030         462476763         462534041         462586959         462638719         462695248         462749631         462809062         462859919         462914862   
448047480      448170498         448293555         448408559         462005182         462090697         462173576         462234501         462291618         462348400         462408113         462476789         462534165         462586967         462638859         462695321         462749847         462809112         462860099         462914896   
448047522      448170522         448293746         448408583         462005190         462090705         462173626         462234527         462291626         462348509         462408139         462476797         462534223         462586975         462638867         462695347         462749862         462809120         462860164         462914904   
448047548      448170555         448293803         448408617         462005208         462090796         462173642         462234568         462291634         462348517         462408147         462476839         462534249         462586991         462638883         462695362         462749896         462809187         462860172         462914961   
448047696      448171009         448293829         448409011         462005216         462091067         462173675         462234790         462291659         462348657         462408162         462477050         462534256         462587080         462638909         462693706         462749912         462809427         462860180         462915166   
448047720      448171025         448293837         448409128         462005240         462091075         462173683         462234824         462291675         462348673         462408170         462477076         462534264         462587114         462638925         462693722         462749920         462809450         462860263         462915182   
448047829      448171033         448294017         448409136         462005257         462091125         462173725         462234865         462291683         462348707         462408196         462477100         462534298         462587122         462638941         462693771         462749953         462809484         462860271         462915190   
448048165      448171041         448294215         448409193         462005497         462091158         462173915         462234907         462291840         462348715         462405895         462477118         462534421         462587130         462639089         462693789         462750100         462809526         462860396         462915216   
448048181      448171082         448294223         448409342         462005554         462091166         462173923         462234980         462291857         462348756         462405937         462477126         462534439         462587148         462639105         462693797         462750126         462809559         462860404         462915257   
448048249      448171116         448294231         448409391         462005562         462091174         462173931         462235003         462291865         462348772         462405986         462477142         462534470         462587155         462639147         462693805         462750142         462809567         462860412         462915299   
448048322      448171355         448294264         448409797         462005570         462088220         462173956         462235151         462291899         462348947         462406018         462477308         462534504         462587254         462639154         462693912         462750159         462809674         462860420         462915612   
448048389      448171389         448294330         448409896         462005596         462088345         462173972         462235177         462291915         462348962         462406026         462477316         462534538         462587262         462639162         462693920         462750167         462809708         462860446         462915646   
448048447      448171413         448294389         448409904         462005612         462088469         462173998         462235193         462291923         462349002         462406034         462477340         462534603         462587288         462639212         462693938         462750209         462809724         462860453         462915653   
448044149      448171546         448294728         448409953         462005877         462088477         462174160         462235219         462292038         462349010         462406208         462477381         462534785         462587296         462639329         462693946         462750217         462809732         462860628         462915661   
448044180      448171553         448294777         448410019         462005901         462088501         462174194         462235227         462292046         462349036         462406257         462477407         462534793         462587304         462639337         462693953         462750225         462809740         462860636         462915687   
448044347      448171678         448294785         448410050         462005919         462088519         462174210         462235268         462292053         462349051         462406265         462477423         462534801         462587312         462639345         462693961         462750266         462809757         462860651         462915745   
448044479      448172122         448294793         448410290         462005943         462088634         462174277         462235474         462292079         462349176         462406273         462477431         462534819         462587452         462639352         462694050         462750282         462809864         462860677         462915943   
448044495      448172171         448294819         448410324         462005950         462088683         462174285         462235490         462292087         462349259         462406307         462477456         462534827         462587460         462639386         462694068         462750290         462809872         462860685         462915950   
448044503      448172197         448294900         448410340         462005968         462088725         462174293         462235532         462292129         462349283         462406356         462477522         462534868         462587478         462639469         462694084         462750308         462809898         462860693         462915992   
448044750      448172221         448295295         448410514         462006081         462088733         462174400         462235565         462292269         462349309         462406547         462477563         462535006         462587486         462639584         462694092         462750423         462809914         462860818         462916065   
448044867      448172247         448295352         448410530         462006115         462088832         462174459         462235573         462292285         462349333         462406588         462477571         462535014         462587494         462639592         462694118         462750431         462809922         462860842         462916081   
448045021      448172270         448295477         448410613         462006131         462088840         462174467         462235607         462292293         462349366         462406596         462477621         462535048         462587502         462639600         462694134         462750449         462809989         462860859         462916099   
448045062      448172288         448295535         448410977         462006149         462089038         462174491         462235847         462292327         462349499         462406620         462477753         462535055         462587577         462639634         462694316         462750456         462808072         462860891         462916289   
448045120      448172304         448295543         448411017         462006180         462089061         462174517         462235870         462292335         462349507         462406646         462477795         462535063         462587585         462639642         462694324         462750506         462808080         462860917         462916305   
448045187      448172312         448295550         448411066         462006222         462089087         462174525         462235920         462292343         462349515         462406653         462477803         462535071         462587601         462639659         462694332         462750514         462808106         462860933         462916313   
448045641      448172346         448295774         448411207         462006461         462089095         462174772         462235987         462292491         462349572         462407065         462477845         462533142         462587619         462639790         462694340         462750688         462808148         462861071         462916362   
448045690      448172411         448295790         448411215         462006545         462089103         462174780         462235995         462292509         462349580         462407073         462477878         462533159         462587627         462639832         462694357         462750696         462808155         462861105         462916396   
448045765      448172460         448295840         448411223         462006560         462089111         462174806         462236001         462292525         462349598         462407099         462477969         462533266         462587635         462639857         462694365         462750704         462808163         462861121         462916404   
448045807      448172957         448295873         448411819         462006602         462089277         462174830         462233891         462292533         462349739         462407115         462478249         462533282         462587734         462639865         462694548         462750712         462808296         462861139         462916651   
448045880      448172981         448295881         448411835         462006651         462089293         462174871         462233917         462292541         462349747         462407123         462478256         462533290         462587767         462639873         462694555         462750746         462808304         462861147         462916669   
448045963      448173088         448295931         448411843         462006693         462089368         462174897         462233925         462292558         462349754         462407222         462478264         462533316         462587775         462639915         462694563         462750753         462808312         462861246         462916677   
448046391      448173161         448291690         448411850         462006883         462089509         462175043         462233933         462292624         462349770         462407453         462478272         462533506         462587783         462640079         462694589         462750878         462808361         462861261         462916693   
448046458      448173195         448291757         448411868         462006925         462089525         462175092         462233941         462292632         462349812         462407479         462478280         462533514         462587791         462640103         462694605         462750894         462808387         462861295         462916701   
448046466      448173245         448291765         448411876         462006933         462089533         462175118         462233966         462292657         462349838         462407487         462478355         462533530         462587809         462640111         462694647         462750910         462808403         462861303         462916792   

 


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448046524      448173500         448291773         448412015         462006958         462089897         462175126         462234071         462292665         462349986         462407495         462478504         462533548         462587817         462640137         462694860         462750936         462808676         462861337         462916966   
448046540      448173617         448291807         448412130         462006966         462089962         462175167         462234105         462292673         462350083         462407503         462478512         462533571         462587825         462640145         462694878         462750944         462808684         462861345         462917006   
448046573      448173674         448291906         448412148         462006982         462090036         462175217         462234139         462292681         462350091         462407529         462478538         462533597         462587833         462640178         462694910         462750985         462808692         462861352         462917030   
448046789      448173690         448292540         448412163         462007238         462090069         462175373         462234154         462292699         462350109         462407719         462478546         462533738         462587866         462640251         462694936         462751140         462808718         462861451         462917055   
448046847      448173732         448292607         448412171         462007311         462090093         462175431         462234162         462292723         462350117         462407735         462478579         462533795         462587874         462640269         462694944         462751173         462808759         462861477         462917063   
448046888      448173773         448292649         448412221         462007378         462090101         462175522         462234188         462292731         462350125         462407768         462478595         462533803         462587882         462640277         462694969         462751223         462808767         462861519         462917071   
448046904      448174300         448292664         448412320         462007485         462090382         462175530         462234279         462292756         462350315         462407776         462478751         462533829         462587957         462640285         462695107         462751249         462808858         462861527         462914573   
448046912      448174318         448292698         448412338         462007675         462090499         462175589         462234303         462292764         462350364         462407867         462478777         462533852         462587965         462640293         462695123         462751272         462808866         462861535         462914581   
448046961      448174359         448292821         448412353         462007733         462090523         462175662         462234311         462292772         462350372         462407875         462478819         462533910         462587973         462640301         462695149         462751322         462808874         462861550         462914607   
448047290      448174482         448293332         448412411         462007923         462090531         462175860         462234337         462292871         462350398         462408055         462478827         462534058         462587981         462638735         462695164         462751454         462808890         462861675         462914615   
448047316      448174508         448293365         448412429         462007931         462090549         462175878         462234360         462292889         462350422         462408063         462478876         462534066         462587999         462638743         462695180         462751462         462808924         462861683         462914763   
448047324      448174516         448293381         448412437         462007980         462090556         462175902         462234386         462292897         462350430         462408071         462478900         462534074         462588005         462638750         462695214         462751470         462808932         462861709         462914821   
448047357      448174680         448293415         448412791         462008004         462090861         462175910         462234642         462292905         462348558         462408089         462479064         462534132         462588203         462638784         462695388         462751504         462809195         462861733         462914987   
448047423      448174714         448293506         448412809         462008095         462090937         462175928         462234667         462292913         462348590         462408097         462479072         462534140         462588229         462638792         462695396         462751546         462809237         462861758         462914995   
448047456      448174722         448293514         448412825         462008111         462090952         462175977         462234683         462292921         462348608         462408105         462479114         462534157         462588260         462638842         462695404         462751579         462809245         462861774         462915000   
448047837      448174763         448294025         448413013         462005281         462090960         462176140         462234709         462293028         462348616         462408204         462479122         462534306         462588286         462638974         462695412         462751710         462809286         462861931         462915042   
448047852      448174797         448294033         448413039         462005299         462090986         462176173         462234725         462293036         462348632         462408212         462479155         462534314         462588294         462639014         462695453         462751728         462809302         462861998         462915083   
448047902      448174821         448294058         448413062         462005331         462091018         462176264         462234782         462293044         462348640         462408220         462479163         462534355         462588328         462639022         462695487         462751744         462809385         462862012         462915109   
448047910      448175174         448294108         448413344         462005380         462091182         462176272         462235037         462293069         462348780         462408261         462479346         462534363         462588476         462639030         462695511         462751819         462809591         462862020         462915356   
448047944      448175182         448294132         448413385         462005422         462091190         462176306         462235060         462293077         462348798         462408295         462479353         462534371         462588484         462639048         462695529         462751827         462809609         462862046         462915372   
448048140      448175216         448294165         448413401         462005430         462091216         462176322         462235078         462293127         462348822         462408311         462479379         462534413         462588492         462639071         462695552         462751835         462809617         462862103         462915414   
448048488      448175265         448294421         448413427         462005646         462091232         462176496         462235086         462293226         462348848         462408329         462479387         462534611         462588500         462639238         462695560         462751934         462809625         462862244         462915422   
448048538      448175315         448294587         448413567         462005653         462091265         462176553         462235128         462293234         462348921         462408337         462479411         462534645         462588534         462639253         462695578         462751942         462809633         462862269         462915430   
448048553      448175349         448294595         448413641         462005752         462091315         462176561         462235144         462293242         462348939         462408352         462479445         462534652         462588567         462639261         462695586         462751959         462809666         462862277         462915570   
448048587      448175794         448294603         448413997         462005794         462091331         462176579         462235334         462293259         462349069         462408360         462479650         462534660         462588781         462639279         462695743         462751967         462809765         462862285         462915786   
448048637      448175828         448294645         448414078         462005836         462091356         462176587         462235342         462293267         462349077         462408394         462479668         462534678         462588799         462639303         462695784         462751975         462809773         462862350         462915794   
448048678      448175844         448294702         448414094         462005844         462091398         462176637         462235375         462293275         462349101         462408402         462479676         462534777         462588807         462639311         462695800         462751983         462809799         462862384         462915828   
448048827      448175919         448295006         448414227         462005976         462091406         462176736         462235425         462293382         462349119         462408576         462479684         462534892         462588823         462639477         462695818         462750316         462809831         462862509         462915877   
448048868      448175927         448295014         448414284         462006008         462091422         462176744         462235433         462293390         462349127         462408626         462479692         462534900         462588849         462639493         462695826         462750332         462809849         462862517         462915893   
448048884      448176016         448295055         448414375         462006024         462091455         462176777         462235466         462293408         462349168         462408642         462479700         462534918         462588864         462639501         462695834         462750340         462809856         462862525         462915901   
448048918      448176412         448295089         448414649         462006040         462091570         462176785         462235623         462293424         462349374         462408659         462477639         462534926         462589052         462639519         462695941         462750365         462809997         462862541         462916107   
448048926      448176479         448295105         448414706         462006057         462091620         462176793         462235656         462293432         462349382         462408725         462477647         462534959         462589094         462639550         462695958         462750373         462810003         462862558         462916172   
448048942      448176552         448295147         448414805         462006065         462091646         462176801         462235698         462293440         462349390         462408766         462477654         462534991         462589185         462639576         462695966         462750415         462810029         462862574         462916206   
448049320      448176578         448295592         448414920         462006289         462091653         462174541         462235706         462293523         462349432         462408923         462477696         462535089         462589193         462639675         462696006         462750522         462810037         462862699         462916214   
448049387      448176628         448295634         448414946         462006297         462091661         462174590         462235722         462293549         462349440         462408949         462477738         462535105         462589219         462639691         462696022         462750530         462810052         462862707         462916230   
448049403      448176669         448295667         448414987         462006370         462091695         462174616         462235771         462293556         462349465         462408956         462477746         462535113         462589235         462639758         462696030         462750555         462810094         462862723         462916271   
448049437      448172551         448295725         448415349         462006396         462091935         462174707         462236027         462293572         462349606         462408998         462477993         462535154         462589367         462639766         462696188         462750563         462810169         462862749         462916495   
448049452      448172700         448295741         448415372         462006412         462091992         462174749         462236035         462293580         462349614         462409079         462478140         462535188         462589425         462639774         462696204         462750571         462810177         462862756         462916529   
448049593      448172726         448295766         448415430         462006453         462092008         462174764         462236050         462293598         462349622         462409087         462478157         462535212         462589433         462639782         462696220         462750639         462810185         462862780         462916552   
448050013      448172791         448296046         448415455         462006743         462092024         462174905         462236068         462293663         462349663         462409186         462478199         462535220         462589441         462639931         462696311         462750761         462810219         462862939         462916594   
448050112      448172874         448296111         448415463         462006750         462092099         462174921         462236076         462293671         462349671         462409194         462478215         462535238         462589458         462639956         462696345         462750787         462810243         462862970         462916610   
448050153      448172932         448296244         448415588         462006768         462092131         462174962         462236092         462293689         462349713         462409202         462478231         462535246         462589490         462639972         462696352         462750829         462810284         462862996         462916644   
448050310      448173278         448296301         448415844         462006818         462092388         462174988         462236118         462293697         462349846         462409244         462478397         462535253         462589581         462639998         462696477         462750837         462810532         462863028         462916818   
448050369      448173294         448296442         448415877         462006834         462092479         462174996         462236126         462293705         462349879         462409251         462478405         462535279         462589607         462640038         462696501         462750845         462810573         462863044         462916867   
448050401      448173377         448296459         448415901         462006842         462092529         462175027         462236134         462293713         462349895         462409269         462478413         462535287         462589615         462640061         462696527         462750860         462810581         462863093         462916883   
448050856      448173443         448296483         448415927         462007071         462092552         462175225         462236142         462293812         462349911         462409558         462478447         462535592         462589656         462640186         462696543         462750993         462810607         462861378         462916925   
448050930      448173450         448296509         448415943         462007089         462092560         462175266         462236159         462293838         462349929         462409566         462478462         462535600         462589763         462640194         462696584         462751009         462810656         462861394         462916933   
448051052      448173492         448296640         448415984         462007105         462092602         462175282         462236175         462293846         462349937         462409574         462478496         462535626         462589789         462640202         462696600         462751017         462810664         462861402         462916958   
448051128      448173849         448296681         448416214         462007121         462092792         462175290         462236324         462293853         462350158         462409582         462478611         462535634         462587890         462640210         462696733         462751074         462810896         462861428         462917089   
448051318      448173971         448296715         448416263         462007139         462092826         462175324         462236340         462293861         462350208         462409608         462478645         462535667         462587908         462640236         462696774         462751082         462810953         462861436         462917097   
448051334      448174110         448296749         448416297         462007154         462092834         462175340         462236365         462293879         462350216         462409616         462478678         462535675         462587916         462640244         462696782         462751124         462810979         462861444         462917113   
448051615      448174128         448296962         448416321         462007766         462092875         462175696         462236399         462292780         462350224         462409822         462478702         462535808         462587924         462640335         462696808         462751348         462810987         462861568         462917139   
448051706      448174243         448296988         448416354         462007774         462092909         462175746         462236407         462292806         462350232         462409855         462478710         462535824         462587932         462640350         462696816         462751355         462810995         462861576         462917154   
448051730      448174276         448297010         448416388         462007824         462092925         462175753         462236456         462292814         462350307         462409889         462478736         462535832         462587940         462640376         462696857         462751397         462811027         462861592         462917170   
448051755      448174524         448297028         448412452         462007873         462093261         462175803         462236613         462292822         462350448         462409947         462478926         462535857         462588013         462640384         462696980         462751405         462811167         462861600         462917196   
448051763      448174557         448297093         448412528         462007899         462093279         462175837         462236621         462292855         462350463         462409954         462478942         462535881         462588039         462640392         462697038         462751413         462811183         462861642         462917212   
448051789      448174615         448297101         448412585         462007915         462093311         462175852         462236662         462292863         462350471         462409996         462478967         462535907         462588088         462640418         462697053         462751421         462811191         462861659         462917246   
448052027      448174631         448297424         448412593         462008137         462093345         462175993         462236704         462292939         462350497         462410176         462478983         462536020         462588096         462640442         462697061         462751611         462811209         462861808         462917253   
448052043      448174649         448297465         448412635         462008152         462093360         462176009         462236720         462292947         462350505         462410184         462478991         462536038         462588161         462640459         462697095         462751637         462811225         462861824         462917261   
448052092      448174664         448297473         448412734         462008210         462093386         462176041         462236761         462292970         462350521         462410192         462479015         462536053         462588179         462640475         462697129         462751645         462811233         462861865         462917287   
448052142      448174896         448297515         448413096         462008236         462093667         462176066         462236944         462292988         462350554         462410226         462479171         462536061         462588351         462640509         462697301         462751652         462811415         462861881         462917410   
448052233      448174938         448297556         448413104         462008285         462093691         462176074         462236985         462292996         462350570         462410259         462479221         462536095         462588393         462640517         462697319         462751660         462811423         462861899         462917436   
448052290      448174995         448297564         448413112         462008301         462093782         462176132         462236993         462293002         462350596         462410267         462479254         462536160         462588419         462640566         462697343         462751678         462811456         462861907         462917444   

 


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448052779      448175125         448297879         448413179         462008319         462093873         462176363         462237009         462293135         462350612         462410523         462479296         462536301         462588427         462640640         462697376         462751843         462811464         462862129         462917469   
448052787      448175133         448297895         448413187         462008343         462093907         462176371         462237033         462293143         462350620         462410580         462479312         462536368         462588435         462640657         462697384         462751868         462811480         462862145         462917477   
448052928      448175166         448297903         448413252         462008350         462093949         462176413         462237041         462293150         462350687         462410598         462479320         462536376         462588443         462640665         462697392         462751876         462811506         462862178         462917493   
448052936      448175356         448297929         448413666         462008376         462094319         462176421         462237272         462293168         462350877         462410606         462479510         462536384         462588633         462640673         462695594         462751884         462811704         462862210         462917592   
448053033      448175505         448297986         448413690         462008418         462094368         462176439         462237298         462293184         462350901         462410622         462479528         462536392         462588641         462640681         462695602         462751892         462811712         462862228         462917600   
448053215      448175638         448298091         448413773         462008533         462094376         462176447         462237306         462293200         462350919         462410630         462479544         462536434         462588682         462640707         462695610         462751900         462811720         462862236         462917618   
448053462      448175711         448298422         448413781         462008756         462094426         462176645         462237330         462293283         462350935         462408428         462479551         462536632         462588716         462640962         462695651         462751991         462811761         462862418         462917626   
448053587      448175737         448298505         448413906         462008897         462094467         462176660         462237348         462293309         462350992         462408451         462479593         462536764         462588732         462640996         462695669         462752007         462811795         462862434         462917667   
448053595      448175760         448298554         448413971         462008905         462094517         462176678         462237363         462293317         462351040         462408493         462479643         462536772         462588740         462641002         462695693         462752023         462811803         462862442         462917675   
448053629      448176024         448298596         448414433         462008913         462091463         462176686         462237579         462293325         462351180         462408535         462479718         462536806         462588872         462641051         462695875         462752031         462811944         462862459         462917881   
448053777      448176107         448298653         448414466         462008921         462091471         462176710         462237611         462293358         462351214         462408550         462479734         462536814         462588922         462641077         462695891         462752056         462811951         462862475         462917899   
448053785      448176123         448298711         448414532         462008962         462091489         462176728         462237637         462293366         462351222         462408568         462479759         462536822         462588955         462641093         462695909         462752064         462811969         462862483         462917956   
448048983      448176172         448298984         448414540         462009192         462091513         462176819         462237645         462293457         462351230         462408782         462479767         462537002         462588989         462641291         462695917         462752072         462811977         462862582         462917972   
448049007      448176248         448299040         448414565         462009218         462091539         462176827         462237728         462293465         462351248         462408790         462479783         462537010         462589037         462641358         462695925         462752080         462811993         462862608         462917980   
448049072      448176289         448299107         448414573         462009234         462091547         462176843         462237736         462293473         462351313         462408824         462479791         462537036         462589045         462641366         462695933         462752098         462812009         462862624         462918004   
448049171      448176685         448299149         448415091         462009259         462091711         462176868         462237868         462293499         462351438         462408865         462479809         462537044         462589268         462641382         462696055         462752106         462812116         462862640         462918160   
448049254      448176784         448299255         448415133         462009267         462091729         462176900         462237918         462293507         462351461         462408873         462479833         462537051         462589276         462641408         462696063         462752114         462812132         462862657         462918178   
448049312      448176800         448299313         448415158         462009275         462091752         462176918         462237926         462293515         462351479         462408881         462479858         462537069         462589300         462641424         462696113         462752122         462812140         462862673         462918194   
448049718      448176859         448299453         448415174         462009481         462091828         462176934         462237942         462293606         462351487         462409095         462479866         462537200         462589318         462641614         462696121         462752205         462812173         462862814         462918269   
448049726      448176875         448299503         448415257         462009572         462091869         462176967         462237983         462293614         462351495         462409111         462479908         462537218         462589326         462641622         462696147         462752213         462812181         462862848         462918277   
448049791      448176925         448299511         448415307         462009580         462091885         462176991         462238015         462293622         462351529         462409137         462479924         462537275         462589342         462641648         462696170         462752239         462812199         462862855         462918319   
448049866      448176990         448299560         448415604         462009614         462092149         462177007         462238163         462293630         462351693         462409145         462480120         462537283         462589508         462641663         462696360         462752247         462810300         462862889         462918459   
448049882      448177014         448299610         448415612         462009648         462092156         462177031         462238197         462293648         462351727         462409152         462480161         462537325         462589516         462641705         462696378         462752254         462810326         462862905         462918475   
448049981      448177063         448299701         448415687         462009663         462092271         462177049         462238205         462293655         462351743         462409178         462480187         462537366         462589524         462641721         462696394         462752262         462810334         462862921         462918491   
448050468      448177089         448299933         448415695         462009846         462092339         462177254         462238239         462293721         462351768         462409301         462480195         462535329         462589532         462641879         462696428         462752338         462810433         462863119         462918525   
448050500      448177113         448299941         448415711         462009853         462092347         462177270         462238262         462293739         462351800         462409319         462480229         462535360         462589540         462641887         462696444         462752346         462810516         462863168         462918566   
448050583      448177147         448299958         448415786         462009895         462092354         462177320         462238304         462293747         462351818         462409392         462480237         462535386         462589557         462641895         462696469         462752353         462810524         462863176         462918574   
448050591      448177683         448299974         448415992         462009945         462092685         462177346         462236183         462293762         462352048         462409475         462480385         462535402         462589813         462641911         462696634         462752361         462810672         462863192         462918756   
448050641      448177816         448299982         448416040         462009978         462092693         462177379         462236191         462293796         462352055         462409483         462480393         462535428         462589839         462641929         462696642         462752379         462810755         462863200         462918814   
448050849      448177824         448300145         448416057         462010034         462092701         462177403         462236225         462293804         462352063         462409517         462480427         462535501         462589847         462641937         462696659         462752387         462810763         462863234         462918848   
448051409      448177949         448296772         448416065         462010141         462092719         462177668         462236233         462293887         462352071         462409632         462480484         462535683         462589854         462642125         462696683         462752460         462810789         462863309         462918855   
448051433      448178038         448296780         448416123         462010166         462092776         462177684         462236274         462293895         462352089         462409665         462480500         462535691         462589896         462642133         462696709         462752478         462810870         462863317         462918863   
448051490      448178061         448296863         448416164         462010224         462092784         462177718         462236308         462293903         462352113         462409681         462480534         462535717         462589920         462642141         462696725         462752502         462810888         462863325         462918889   
448051557      448178467         448296889         448416420         462010349         462093014         462177734         462236464         462293911         462352287         462409699         462480724         462535766         462589938         462642158         462696865         462752510         462811035         462863358         462919101   
448051573      448178483         448296921         448416479         462010372         462093048         462177759         462236498         462293929         462352311         462409731         462480740         462535774         462589946         462642208         462696899         462752528         462811050         462863408         462919119   
448051607      448178491         448296954         448416503         462010406         462093063         462177767         462236522         462293937         462352329         462409749         462480799         462535782         462589953         462642281         462696923         462752536         462811076         462863416         462919135   
448051805      448178533         448297176         448416586         462010547         462093071         462177973         462236530         462293952         462352337         462410036         462480823         462535915         462589987         462642604         462696931         462752601         462811118         462863556         462919143   
448051813      448178541         448297218         448416602         462010588         462093170         462178005         462236548         462293986         462352345         462410044         462480872         462535923         462590019         462642646         462696956         462752619         462811126         462863572         462919168   
448051839      448178590         448297242         448416610         462010653         462093246         462178047         462236563         462293994         462352386         462410051         462480880         462535931         462590035         462642687         462696972         462752627         462811134         462863580         462919176   
448051862      448178996         448297267         448416636         462010661         462093428         462178096         462236787         462294000         462352626         462410069         462481094         462535949         462590134         462642737         462697145         462752635         462811241         462863598         462917311   
448051912      448179028         448297325         448416644         462010745         462093469         462178120         462236803         462294018         462352659         462410093         462481128         462535972         462590142         462642794         462697152         462752643         462811258         462863606         462917352   
448051938      448179101         448297366         448416743         462010752         462093527         462178146         462236852         462294034         462352683         462410101         462481151         462535998         462590167         462642802         462697178         462752650         462811290         462863614         462917360   
448052373      448179218         448297614         448416792         462010992         462093543         462178278         462236878         462294133         462352691         462410291         462481169         462536178         462590175         462640574         462697202         462752734         462811308         462863762         462917378   
448052456      448179234         448297622         448417097         462011016         462093576         462178294         462236894         462294158         462352717         462410333         462481193         462536202         462590183         462640582         462697269         462752742         462811332         462863796         462917386   
448052480      448179267         448297770         448417121         462011032         462093618         462178310         462236910         462294166         462352741         462410366         462481250         462536236         462590191         462640590         462697285         462752759         462811365         462863838         462917402   
448052548      448179721         448297804         448417287         462011081         462093998         462178336         462237074         462294182         462350695         462410424         462481425         462536244         462590290         462640608         462697418         462752775         462811514         462863846         462917527   
448052654      448179739         448297812         448417337         462011123         462094004         462178377         462237090         462294208         462350729         462410465         462481474         462536269         462590316         462640624         462697442         462752783         462811530         462863861         462917535   
448052696      448179754         448297853         448417352         462011131         462094012         462178385         462237199         462294224         462350737         462410499         462481490         462536277         462590324         462640632         462697459         462752791         462811563         462863887         462917550   
448053249      448179762         448298141         448417378         462008566         462094145         462178591         462237207         462294497         462350745         462410648         462481524         462536467         462590357         462640715         462697483         462752882         462811597         462863978         462917568   
448053272      448179770         448298190         448417402         462008574         462094228         462178633         462237215         462294521         462350794         462410655         462481532         462536475         462590365         462640723         462697491         462752908         462811647         462863986         462917576   
448053280      448179788         448298216         448417485         462008582         462094293         462178682         462237231         462294554         462350844         462410697         462481557         462536491         462590480         462640780         462697533         462752916         462811670         462863994         462917584   
448053363      448180026         448298240         448417733         462008616         462094541         462178708         462237512         462294562         462351057         462410713         462481698         462536541         462590670         462640806         462697558         462752924         462811811         462864000         462917683   
448053389      448180182         448298273         448417808         462008632         462094574         462178716         462237520         462294570         462351081         462410796         462481722         462536558         462590704         462640889         462697624         462752965         462811837         462864018         462917741   
448053397      448180208         448298380         448417865         462008673         462094608         462178724         462237538         462294612         462351099         462410820         462481730         462536608         462590712         462640913         462697632         462752973         462811852         462864026         462917816   
448053843      448180224         448298729         448417949         462008988         462094665         462178898         462237546         462294695         462351123         462410879         462481763         462536871         462590738         462641127         462697657         462753120         462811878         462864141         462917857   
448053975      448180257         448298737         448418004         462009002         462094673         462178930         462237553         462294711         462351131         462410911         462481771         462536889         462590746         462641192         462697665         462753153         462811902         462864174         462917865   
448053983      448180281         448298760         448418038         462009028         462094764         462178948         462237561         462294760         462351156         462410929         462481805         462536897         462590761         462641259         462697681         462753195         462811910         462864182         462917873   
448054023      448180646         448298810         448418517         462009069         462094806         462178963         462237777         462294778         462351321         462410937         462481920         462536921         462591041         462641267         462697822         462753237         462812017         462864190         462918038   
448054072      448180661         448298893         448418590         462009093         462094871         462178997         462237793         462294786         462351339         462410960         462481938         462536970         462591058         462641275         462697830         462753245         462812041         462864208         462918046   
448054106      448180695         448298901         448418657         462009101         462094889         462179011         462237801         462294802         462351354         462410994         462481961         462536988         462591066         462641283         462697855         462753278         462812058         462864216         462918053   
448054130      448180711         448299339         448418715         462009341         462094913         462179128         462237819         462294919         462351388         462411125         462481979         462537085         462591082         462641432         462697871         462752148         462812066         462864364         462918095   
448054148      448180745         448299347         448418731         462009374         462094939         462179144         462237827         462294943         462351396         462411133         462482001         462537093         462591090         462641440         462697913         462752155         462812074         462864398         462918145   
448054163      448180778         448299354         448418764         462009382         462094996         462179177         462237835         462294968         462351420         462411158         462482019         462537119         462591108         462641457         462697939         462752163         462812108         462864406         462918152   

 


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448054171      448180901         448299362         448419069         462009416         462095308         462179185         462238031         462295023         462351537         462411182         462479999         462537127         462591215         462641572         462698119         462752171         462812207         462864422         462918350   
448054395      448180935         448299438         448419093         462009457         462095373         462179193         462238064         462295049         462351586         462411190         462480021         462537143         462591223         462641598         462698192         462752189         462812223         462864455         462918368   
448054445      448180968         448299446         448419143         462009465         462095423         462179201         462238072         462295056         462351602         462411208         462480047         462537168         462591231         462641606         462698242         462752197         462812249         462864463         462918376   
448054726      448180976         448299776         448419176         462009705         462095431         462177064         462238098         462295171         462351628         462411398         462480088         462537390         462591249         462641747         462698267         462752270         462812272         462864596         462918384   
448054734      448180984         448299834         448419234         462009713         462095449         462177098         462238114         462295270         462351669         462411422         462480096         462537424         462591256         462641754         462698283         462752288         462812280         462864604         462918426   
448054775      448181008         448299842         448419416         462009770         462095498         462177106         462238122         462295288         462351677         462411430         462480104         462537440         462591264         462641804         462698325         462752296         462812314         462864653         462918442   
448054809      448177238         448299859         448419804         462009796         462095803         462177114         462238312         462295296         462351834         462411505         462480278         462537465         462591439         462641820         462698473         462752304         462812348         462864661         462918590   
448054817      448177451         448299891         448419820         462009804         462095860         462177130         462238320         462295304         462351859         462411539         462480302         462537473         462591447         462641838         462698507         462752312         462812355         462864679         462918632   
448054841      448177519         448299925         448419861         462009838         462095928         462177247         462238338         462295312         462351909         462411562         462480310         462537481         462591462         462641861         462698531         462752320         462812363         462864687         462918640   
448055079      448177592         448300228         448419879         462010042         462095936         462177486         462238379         462295452         462351933         462411778         462480336         462537499         462591496         462641960         462698549         462752403         462812389         462864810         462918665   
448055087      448177634         448300236         448419895         462010059         462095944         462177494         462238411         462295528         462351958         462411877         462480344         462537515         462591504         462641994         462698572         462752411         462812447         462864844         462918681   
448055095      448177675         448300343         448419952         462010091         462096058         462177528         462238429         462295536         462351974         462411893         462480377         462537556         462591512         462642000         462698580         462752429         462812454         462864877         462918723   
448055186      448178178         448300392         448420299         462010109         462096421         462177536         462238437         462295569         462352188         462411919         462480583         462537564         462591637         462642034         462698713         462752437         462812686         462864885         462918905   
448055277      448178202         448300418         448420315         462010125         462096454         462177627         462238445         462295601         462352196         462411968         462480617         462537572         462591652         462642042         462698721         462752445         462812702         462864919         462918988   
448055319      448178350         448300475         448420331         462010133         462096488         462177643         462238502         462295619         462352220         462412008         462480658         462537606         462591777         462642067         462698739         462752452         462812736         462864984         462919002   
448055624      448178368         448300509         448420349         462010422         462096520         462177791         462238510         462295718         462352253         462412396         462480666         462537762         462591785         462642323         462698762         462752544         462812751         462863424         462919010   
448055665      448178392         448300590         448420364         462010455         462096702         462177841         462238528         462295734         462352261         462412461         462480682         462537770         462591835         462642463         462698770         462752551         462812769         462863440         462919036   
448055681      448178442         448300665         448420430         462010489         462096710         462177874         462238551         462295742         462352279         462412495         462480708         462537804         462591850         462642489         462698788         462752569         462812785         462863481         462919077   
448055731      448178681         448300723         448420877         462010497         462096918         462177908         462238809         462295767         462352394         462412503         462480898         462537820         462590043         462642505         462698929         462752577         462812967         462863507         462919218   
448055756      448178731         448300731         448420927         462010521         462096959         462177924         462238866         462295809         462352402         462412537         462480922         462537838         462590076         462642562         462698937         462752585         462812983         462863523         462919267   
448055798      448178772         448300764         448421008         462010539         462096967         462177957         462238874         462295833         462352451         462412545         462480971         462537846         462590084         462642570         462698945         462752593         462813007         462863531         462919275   
448056333      448178939         448300921         448421032         462010778         462096991         462178153         462238916         462294067         462352469         462412867         462481003         462537960         462590092         462642836         462698986         462752676         462813031         462863630         462919283   
448056408      448178947         448301002         448421057         462010786         462097015         462178179         462238932         462294075         462352485         462412883         462481045         462537986         462590118         462642844         462698994         462752684         462813056         462863671         462919291   
448056424      448178970         448301051         448421099         462010851         462097056         462178195         462238981         462294083         462352543         462412966         462481078         462537994         462590126         462642869         462699000         462752692         462813072         462863713         462919309   
448056432      448179309         448301077         448417139         462010893         462097171         462178229         462239187         462294091         462352766         462412974         462481276         462538000         462590217         462642885         462699117         462752700         462813171         462863721         462919341   
448056481      448179317         448301093         448417147         462010901         462097213         462178245         462239195         462294117         462352774         462412990         462481300         462538018         462590225         462642893         462699125         462752718         462813189         462863747         462919366   
448056499      448179333         448301101         448417162         462010943         462097288         462178252         462239203         462294125         462352790         462413022         462481318         462538034         462590258         462642984         462699133         462752726         462813197         462863754         462919390   
448056689      448179481         448301499         448417188         462011206         462097312         462178419         462239229         462294240         462352808         462413196         462481342         462538190         462590266         462643040         462699182         462752809         462813205         462863903         462919408   
448056762      448179515         448301531         448417261         462011214         462097361         462178427         462239237         462294257         462352816         462413246         462481375         462538208         462590274         462643099         462699224         462752817         462813213         462863929         462919440   
448056788      448179648         448301622         448417279         462011255         462097379         462178468         462239252         462294273         462352824         462413253         462481417         462538224         462590282         462643115         462699265         462752825         462813221         462863937         462919465   
448056820      448179812         448301648         448417600         462011271         462097676         462178492         462239393         462294406         462352857         462413287         462481565         462538232         462590514         462643149         462699398         462752833         462813338         462863945         462919598   
448056846      448179820         448301705         448417626         462011305         462097734         462178518         462239484         462294448         462352865         462413345         462481573         462538315         462590522         462643206         462699414         462752858         462813346         462863952         462919606   
448056887      448179846         448301713         448417642         462011313         462097759         462178542         462239492         462294471         462352873         462413378         462481599         462538380         462590597         462643214         462699471         462752874         462813361         462863960         462919655   
448057232      448179903         448302000         448417675         462011354         462097775         462178732         462239526         462294638         462352907         462413683         462481615         462538562         462590613         462643453         462699505         462752999         462813379         462864042         462919671   
448057463      448179911         448302067         448417691         462011404         462097791         462178757         462239534         462294646         462352923         462413741         462481656         462538570         462590647         462643461         462699539         462753013         462813387         462864059         462919689   
448057471      448179952         448302091         448417725         462011453         462097809         462178773         462239583         462294653         462352931         462413758         462481680         462538596         462590662         462643529         462699570         462753088         462813403         462864067         462919697   
448057489      448180356         448302158         448418087         462011461         462098195         462178799         462239757         462294661         462353137         462413766         462481813         462538604         462590779         462643552         462697707         462753096         462813494         462864075         462919986   
448057612      448180372         448302182         448418160         462011495         462098211         462178807         462239765         462294679         462353178         462413782         462481821         462538638         462590787         462643560         462697731         462753104         462813510         462864117         462920000   
448057661      448180463         448302315         448418194         462011511         462098245         462178831         462239773         462294687         462353186         462413790         462481839         462538661         462590829         462643578         462697764         462753112         462813528         462864133         462920026   
448057885      448180539         448302703         448418236         462011776         462098252         462179029         462239815         462294810         462353194         462411034         462481862         462538802         462590852         462643743         462697780         462753294         462813536         462864224         462920083   
448057935      448180547         448302711         448418301         462011784         462098278         462179045         462239856         462294844         462353210         462411067         462481896         462538844         462590944         462643750         462697798         462753336         462813544         462864257         462920117   
448058024      448180562         448302729         448418343         462011891         462098336         462179052         462239864         462294851         462353228         462411083         462481912         462538851         462590969         462643768         462697814         462753344         462813551         462864281         462920125   
448058149      448180802         448302828         448418806         462011917         462095019         462179060         462239971         462294869         462353384         462411091         462482068         462538877         462591116         462643818         462697947         462753351         462813692         462864323         462920273   
448058180      448180836         448302851         448418863         462011925         462095027         462179094         462239989         462294877         462353400         462411109         462482076         462538885         462591132         462643859         462697962         462753377         462813718         462864349         462920331   
448058214      448180844         448302935         448418905         462011941         462095050         462179110         462239997         462294885         462353418         462411117         462482084         462538893         462591140         462643867         462698002         462753393         462813734         462864356         462920364   
448054460      448180877         448303115         448418954         462012105         462095183         462179243         462240011         462295072         462353434         462411224         462482092         462539016         462591165         462644022         462698036         462753419         462813742         462864497         462920406   
448054486      448180885         448303149         448418996         462012113         462095209         462179268         462240037         462295080         462353541         462411265         462482100         462539073         462591173         462644030         462698069         462753450         462813767         462864513         462920414   
448054494      448180893         448303214         448419036         462012121         462095225         462179292         462240045         462295114         462353558         462411299         462482118         462539081         462591207         462644048         462698093         462753476         462813783         462864521         462920430   
448054551      448181065         448303321         448419630         462012139         462095506         462179300         462240185         462295148         462353715         462411323         462482142         462539115         462591280         462644055         462698333         462753484         462813916         462864539         462920521   
448054569      448181099         448303362         448419655         462012147         462095563         462179342         462240193         462295155         462353731         462411331         462482167         462539149         462591314         462644162         462698366         462753500         462813973         462864554         462920547   
448054593      448181115         448303370         448419689         462012154         462095654         462179359         462240219         462295163         462353756         462411380         462482183         462539164         462591371         462644170         462698416         462753518         462813981         462864588         462920554   
448054866      448181172         448303867         448419697         462012386         462095662         462179375         462240227         462295338         462353764         462411588         462482209         462539339         462591397         462644352         462698424         462753609         462814005         462864729         462920570   
448054916      448181248         448303875         448419747         462012394         462095761         462179391         462240235         462295346         462353798         462411604         462482225         462539354         462591405         462644378         462698432         462753625         462814047         462864745         462920588   
448054932      448181271         448303933         448419754         462012410         462095787         462179409         462240250         462295353         462353806         462411612         462482233         462539362         462591421         462644394         462698440         462753690         462814054         462864752         462920596   
448054999      448181446         448303966         448419960         462012444         462096082         462179417         462240508         462295403         462353947         462411703         462482498         462539396         462591520         462644402         462698606         462753708         462812470         462864778         462920711   
448055012      448181487         448303990         448419978         462012485         462096090         462179425         462240524         462295429         462353954         462411729         462482506         462539446         462591538         462644410         462698622         462753740         462812587         462864786         462920729   
448055053      448181511         448304139         448419994         462012519         462096223         462179433         462240532         462295437         462353996         462411752         462482522         462539495         462591553         462644428         462698630         462753757         462812603         462864794         462920752   
448055327      448181594         448304527         448420034         462012618         462096231         462179599         462240557         462295635         462354002         462412073         462482563         462537655         462591579         462644527         462698648         462753856         462812637         462864992         462920760   
448055376      448181636         448304543         448420133         462012626         462096249         462179615         462240565         462295668         462354036         462412081         462482597         462537671         462591587         462644543         462698663         462753898         462812652         462865015         462920778   
448055418      448181644         448304576         448420166         462012675         462096355         462179631         462240607         462295676         462354044         462412123         462482605         462537689         462591611         462644568         462698705         462753906         462812660         462865049         462920794   
448055459      448181909         448304667         448420703         462012808         462096751         462179649         462238569         462295684         462354218         462412156         462482928         462537705         462591900         462644576         462698796         462753914         462812801         462865056         462920935   
448055475      448181917         448304758         448420745         462012816         462096785         462179656         462238585         462295692         462354226         462412198         462482936         462537713         462591934         462644584         462698804         462753948         462812827         462865072         462920943   
448055517      448181958         448304790         448420786         462012832         462096850         462179664         462238593         462295700         462354234         462412305         462482951         462537754         462591942         462644592         462698812         462753955         462812835         462865080         462920968   

 


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448055947      448182030         448300772         448420794         462013046         462096868         462179870         462238668         462295841         462354267         462412560         462482969         462537853         462591975         462644709         462698846         462754136         462812843         462865114         462921008   
448056036      448182121         448300798         448420810         462013095         462096876         462179912         462238700         462295866         462354291         462412578         462482985         462537861         462592049         462644717         462698879         462754144         462812868         462865122         462921057   
448056044      448182154         448300806         448420844         462013103         462096892         462179920         462238726         462295874         462354317         462412610         462483025         462537879         462592080         462644733         462698911         462754185         462812959         462865155         462921065   
448056135      448182634         448300822         448421149         462013152         462097072         462179953         462239013         462295882         462354473         462412636         462483215         462537903         462592106         462644741         462699018         462754243         462813080         462865163         462921222   
448056291      448182675         448300830         448421172         462013210         462097098         462179979         462239054         462295890         462354499         462412651         462483256         462537911         462592114         462644766         462699026         462754276         462813098         462865197         462921230   
448056317      448182741         448300848         448421206         462013251         462097106         462179987         462239070         462295916         462354549         462412859         462483264         462537937         462592122         462644774         462699042         462754318         462813114         462865213         462921248   
448056531      448182766         448301184         448421297         462013525         462097130         462180217         462239096         462295924         462354580         462413030         462483280         462538067         462592130         462644907         462699059         462754508         462813122         462865338         462921255   
448056556      448182782         448301200         448421370         462013558         462097155         462180233         462239146         462295932         462354614         462413089         462483298         462538075         462592197         462644915         462699067         462754516         462813148         462865346         462921313   
448056564      448182790         448301234         448421396         462013632         462097163         462180241         462239161         462295940         462354622         462413121         462483314         462538083         462592205         462644923         462699109         462754532         462813163         462865395         462921339   
448056598      448183079         448301317         448421404         462013707         462097478         462180258         462239260         462295973         462354812         462413139         462483421         462538109         462592429         462644931         462699299         462754557         462813239         462865411         462919481   
448056655      448183186         448301333         448421545         462013731         462097536         462180266         462239286         462296047         462354846         462413154         462483439         462538117         462592452         462644956         462699307         462754573         462813247         462865437         462919499   
448056663      448183210         448301416         448421693         462013749         462097577         462180274         462239294         462296054         462354879         462413188         462483454         462538133         462592460         462644964         462699315         462754581         462813254         462865486         462919507   
448056945      448183236         448301804         448421776         462013905         462097585         462180415         462239310         462296302         462354887         462413394         462483462         462538422         462592478         462643230         462699323         462754748         462813262         462865627         462919556   
448057059      448183301         448301853         448421792         462013970         462097601         462180464         462239328         462296310         462354895         462413444         462483470         462538430         462592486         462643347         462699331         462754755         462813296         462865643         462919564   
448057075      448183319         448301895         448421867         462013988         462097643         462180472         462239377         462296336         462354978         462413535         462483538         462538455         462592494         462643354         462699380         462754763         462813312         462865650         462919572   
448057091      448183616         448301903         448422451         462014010         462097957         462180498         462239617         462296385         462352949         462413576         462483728         462538513         462592577         462643420         462699604         462754797         462813429         462865692         462919705   
448057117      448183640         448301911         448422477         462014028         462097965         462180506         462239625         462296419         462352972         462413600         462483736         462538521         462592585         462643438         462699612         462754813         462813437         462865718         462919754   
448057133      448183681         448301952         448422519         462014036         462097999         462180522         462239674         462296427         462352980         462413634         462483744         462538539         462592627         462643446         462699638         462754888         462813452         462865759         462919804   
448057679      448183756         448302471         448422527         462011529         462098021         462180670         462239708         462296575         462353004         462413824         462483769         462538679         462592635         462643594         462699703         462755141         462813460         462865890         462919861   
448057695      448183798         448302489         448422626         462011537         462098104         462180720         462239724         462296583         462353053         462413832         462483785         462538695         462592668         462643610         462699737         462755158         462813478         462865940         462919937   
448057745      448183830         448302505         448422733         462011586         462098187         462180803         462239732         462296591         462353079         462413865         462483793         462538729         462592676         462643651         462699745         462755166         462813486         462865973         462919960   
448057760      448184143         448302554         448423152         462011594         462098377         462180811         462239872         462296617         462353236         462413899         462484064         462538745         462592759         462643677         462699786         462755174         462813569         462865981         462920174   
448057802      448184168         448302604         448423186         462011602         462098484         462180845         462239880         462296625         462353251         462413907         462484098         462538752         462592767         462643693         462699794         462755190         462813585         462866013         462920182   
448057810      448184200         448302661         448423228         462011610         462098518         462180852         462239914         462296682         462353327         462413949         462484106         462538778         462592775         462643735         462699810         462755216         462813593         462866021         462920190   
448058222      448184291         448302943         448423244         462012014         462098542         462181017         462239922         462296930         462353343         462413964         462484114         462538901         462592783         462643883         462699828         462755414         462813601         462866153         462920208   
448058263      448184309         448303008         448423251         462012048         462098682         462181058         462239955         462296955         462353350         462413972         462484130         462538919         462592809         462643925         462699836         462755448         462813627         462866179         462920216   
448058271      448184333         448303016         448423269         462012063         462098708         462181066         462239963         462296971         462353368         462413998         462484171         462538935         462592858         462643941         462699869         462755455         462813643         462866187         462920265   
448058305      448184598         448303024         448423681         462012071         462098757         462181108         462240078         462296989         462353590         462414012         462484361         462538968         462593070         462643966         462699943         462755463         462813809         462866195         462920448   
448058321      448184663         448303032         448423707         462012089         462098781         462181116         462240086         462296997         462353608         462414038         462484379         462538976         462593088         462643974         462699950         462755471         462813817         462866229         462920455   
448058446      448184788         448303065         448423723         462012097         462098948         462181132         462240094         462297003         462353616         462414095         462484395         462538992         462593096         462643990         462699968         462755489         462813825         462866245         462920463   
448058479      448184796         448303487         448423731         462012188         462098955         462181355         462240102         462297102         462353640         462414244         462484411         462539180         462593112         462644220         462699984         462753526         462813882         462866401         462920471   
448058511      448184861         448303511         448423756         462012212         462098989         462181389         462240128         462297144         462353673         462414319         462484452         462539214         462593120         462644238         462699992         462753534         462813890         462866443         462920489   
448058529      448184903         448303701         448423764         462012238         462099037         462181496         462240144         462297151         462353707         462414343         462484478         462539230         462593138         462644253         462700006         462753542         462813908         462866450         462920513   
448058560      448185249         448303735         448424085         462012287         462099193         462181512         462240292         462297185         462353814         462414350         462482258         462539263         462593245         462644261         462700303         462753559         462814096         462866468         462920604   
448058578      448185298         448303750         448424101         462012311         462099219         462181520         462240342         462297219         462353848         462414368         462482324         462539271         462593252         462644279         462700311         462753575         462814104         462866476         462920620   
448058669      448185306         448303818         448424127         462012345         462099268         462181561         462240367         462297243         462353855         462414376         462482340         462539289         462593260         462644311         462700329         462753583         462814112         462866484         462920661   
448059030      448185348         448304170         448424150         462012535         462099276         462179441         462240391         462297474         462353863         462414590         462482399         462539529         462593294         462644444         462700337         462753781         462814138         462866591         462920679   
448059055      448185355         448304238         448424184         462012543         462099375         462179466         462240441         462297482         462353889         462414657         462482431         462539537         462593328         462644451         462700345         462753799         462814146         462866609         462920695   
448059063      448185363         448304295         448424200         462012550         462099391         462179508         462240482         462297490         462353921         462414673         462482464         462539578         462593369         462644469         462700360         462753807         462814161         462866617         462920703   
448059097      448181701         448304311         448424580         462012576         462099623         462179516         462240631         462297532         462354077         462414707         462482712         462539594         462593575         462644477         462700477         462753815         462814179         462866633         462920810   
448059113      448181719         448304386         448424614         462012592         462099680         462179540         462240656         462297540         462354127         462414772         462482746         462539602         462593591         462644501         462700485         462753823         462814187         462866641         462920844   
448059162      448181743         448304410         448424697         462012600         462099714         462179581         462240664         462297599         462354135         462414939         462482845         462539644         462593658         462644519         462700519         462753849         462814203         462866674         462920869   
448059444      448181784         448304808         448424804         462012865         462099722         462179730         462240706         462297789         462354150         462415183         462482852         462539651         462593674         462644600         462700527         462753971         462814211         462866799         462920877   
448059535      448181826         448304881         448424820         462012881         462099748         462179748         462240714         462297797         462354184         462415209         462482860         462539669         462593690         462644626         462700535         462753989         462814229         462866815         462920893   
448059543      448181859         448304972         448424846         462012899         462099763         462179789         462240755         462297821         462354192         462415225         462482886         462539677         462593716         462644634         462700568         462754003         462814245         462866823         462920927   
448059576      448182295         448305029         448425173         462012949         462100074         462179797         462240789         462297839         462354325         462415274         462483041         462539719         462593849         462644667         462700774         462754011         462814435         462866849         462921081   
448059618      448182329         448305078         448425199         462013012         462100132         462179839         462240805         462297854         462354358         462415316         462483082         462539735         462593856         462644675         462700782         462754078         462814443         462866856         462921123   
448059691      448182345         448305110         448425215         462013020         462100140         462179862         462240813         462297870         462354366         462415324         462483090         462539743         462593864         462644691         462700790         462754094         462814468         462866880         462921131   
448060038      448182402         448305128         448425223         462013269         462100157         462180019         462240821         462297961         462354374         462415605         462483157         462539891         462593872         462644782         462700816         462754391         462814542         462865221         462921172   
448060061      448182485         448305177         448425264         462013277         462100173         462180035         462240888         462298050         462354408         462415613         462483181         462539909         462593898         462644808         462700832         462754433         462814559         462865239         462921180   
448060103      448182592         448305193         448425306         462013327         462100181         462180050         462240896         462298068         462354440         462415662         462483207         462539925         462593914         462644816         462700857         462754458         462814567         462865254         462921206   
448060129      448182824         448305201         448425645         462013350         462100348         462180126         462240987         462298076         462354689         462415696         462483330         462539941         462592213         462644824         462701020         462754466         462814690         462865288         462921347   
448060137      448182840         448305300         448425736         462013384         462100355         462180142         462240995         462298092         462354697         462415738         462483355         462539966         462592247         462644873         462701038         462754474         462814708         462865296         462921354   
448060202      448182915         448305334         448425751         462013434         462100363         462180159         462241001         462298118         462354705         462415902         462483363         462539974         462592254         462644899         462701087         462754490         462814716         462865320         462921388   
448060533      448182949         448305599         448425835         462013780         462100371         462180282         462241019         462296062         462354739         462416074         462483371         462540097         462592262         462644980         462701095         462754599         462814724         462865510         462921420   
448060541      448182964         448305623         448425876         462013798         462100397         462180332         462241027         462296120         462354754         462416116         462483389         462540113         462592304         462644998         462701111         462754631         462814815         462865544         462921446   
448060566      448182998         448305672         448426015         462013806         462100504         462180340         462241050         462296153         462354788         462416157         462483413         462540147         462592403         462645003         462701129         462754672         462814823         462865569         462921461   
448060665      448183392         448305706         448421909         462013822         462100603         462180373         462241274         462296161         462354986         462416173         462483553         462540154         462592502         462645029         462701228         462754698         462814922         462865585         462921479   
448060723      448183442         448305722         448422048         462013871         462100629         462180399         462241282         462296237         462354994         462416223         462483595         462540162         462592510         462645045         462701236         462754706         462814963         462865593         462921487   
448060749      448183483         448305763         448422154         462013889         462100652         462180407         462241308         462296260         462355009         462416264         462483652         462540196         462592528         462645052         462701244         462754722         462814971         462865601         462921495   
448061234      448183491         448306050         448422279         462014051         462100736         462180555         462241316         462296435         462355017         462416470         462483660         462540329         462592536         462645078         462701251         462754904         462814989         462865767         462921511   
448061275      448183517         448306126         448422287         462014069         462100744         462180563         462241324         462296450         462355058         462416504         462483694         462540337         462592544         462645094         462701269         462754912         462815028         462865791         462921545   
448061317      448183558         448306159         448422329         462014101         462100785         462180589         462241332         462296476         462355074         462416538         462483710         462540345         462592551         462645102         462701285         462754946         462815051         462865809         462921560   

 


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448061382      448183921         448306225         448422741         462014119         462100892         462180621         462241506         462296484         462355082         462416553         462483835         462540386         462592684         462645110         462701392         462754979         462815168         462865817         462921792   
448061390      448183988         448306266         448422816         462014168         462100900         462180639         462241530         462296526         462355108         462416587         462483918         462540394         462592692         462645128         462701400         462755042         462815192         462865866         462921834   
448061499      448183996         448306332         448422857         462014184         462100975         462180662         462241548         462296559         462355157         462416637         462483934         462540402         462592700         462645136         462701426         462755109         462815200         462865874         462921859   
448061804      448184002         448306498         448422881         462014192         462100991         462180878         462241555         462296724         462355173         462416827         462483942         462540493         462592718         462645284         462701459         462755224         462815234         462866054         462921867   
448061846      448184028         448306506         448423111         462014234         462101056         462180902         462241563         462296740         462355181         462416835         462483975         462540519         462592726         462645292         462701467         462755281         462815275         462866070         462921875   
448061903      448184135         448306514         448423145         462014267         462101072         462180910         462241613         462296757         462355215         462416843         462483983         462540527         462592734         462645300         462701483         462755364         462815309         462866088         462921883   
448061911      448184374         448306522         448423285         462014283         462101346         462180936         462241761         462296781         462355389         462416850         462484197         462540535         462592965         462645318         462699877         462755372         462815390         462866104         462922055   
448061929      448184382         448306530         448423343         462014291         462101510         462180977         462241779         462296880         462355405         462416868         462484205         462540543         462592981         462645326         462699885         462755398         462815424         462866120         462922071   
448061952      448184424         448306563         448423392         462014317         462101551         462180993         462241811         462296906         462355413         462416876         462484247         462540550         462593013         462645334         462699893         462755406         462815440         462866146         462922170   
448062455      448184457         448306746         448423533         462014515         462101650         462181140         462241860         462297045         462355421         462414103         462484262         462540758         462593047         462645409         462699901         462755497         462815457         462866252         462922188   
448062463      448184473         448306878         448423541         462014531         462101684         462181157         462241886         462297052         462355439         462414145         462484296         462540782         462593054         462645417         462699919         462755539         462815481         462866286         462922204   
448062489      448184499         448306886         448423632         462014556         462101783         462181181         462241902         462297060         462355462         462414152         462484338         462540790         462593062         462645425         462699935         462755554         462815507         462866294         462922238   
448062513      448184994         448306944         448423798         462014572         462099094         462181231         462242157         462297078         462355603         462414160         462484494         462540816         462593146         462645441         462700048         462755620         462815648         462866302         462922352   
448062588      448185025         448307009         448423822         462014580         462099128         462181272         462242165         462297086         462355645         462414210         462484528         462540840         462593153         462645458         462700055         462755638         462815655         462866351         462922360   
448062596      448185074         448307041         448423830         462014622         462099144         462181306         462242173         462297094         462355678         462414228         462484536         462540857         462593179         462645466         462700063         462755661         462815689         462866377         462922394   
448058727      448185082         448307215         448423889         462014838         462099151         462181579         462242207         462297268         462355686         462414384         462484544         462540980         462593187         462645565         462700097         462755687         462815754         462866492         462922410   
448058743      448185108         448307256         448423897         462014895         462099169         462181652         462242215         462297318         462355694         462414392         462484569         462541012         462593195         462645573         462700212         462755711         462815770         462866500         462922428   
448058875      448185140         448307272         448424028         462014903         462099185         462181678         462242223         462297326         462355785         462414426         462484577         462541020         462593229         462645581         462700295         462755737         462815788         462866518         462922469   
448058925      448185439         448307280         448424267         462014978         462099425         462181686         462242371         462297359         462355900         462414558         462484643         462541038         462593385         462645615         462700394         462755778         462815978         462866542         462922584   
448058941      448185553         448307330         448424309         462015017         462099490         462181694         462242389         462297458         462355918         462414574         462484650         462541079         462593435         462645649         462700410         462755836         462815994         462866559         462922600   
448059022      448185629         448307363         448424390         462015025         462099508         462181702         462242405         462297466         462355926         462414582         462484692         462541087         462593443         462645664         462700428         462755885         462816000         462866583         462922618   
448059212      448185652         448307603         448424440         462015231         462099557         462181710         462242413         462297607         462355942         462415019         462484718         462541293         462593450         462645854         462700436         462756008         462816018         462866708         462922634   
448059253      448185660         448307637         448424465         462015249         462099565         462181736         462242439         462297615         462355959         462415035         462484726         462541319         462593526         462645904         462700444         462756016         462816042         462866716         462922667   
448059345      448185686         448307751         448424523         462015272         462099615         462181769         462242520         462297631         462355983         462415084         462484775         462541327         462593542         462645946         462700469         462756024         462816083         462866724         462922683   
448059378      448185744         448307801         448424887         462015306         462099789         462181801         462242652         462297680         462356056         462415100         462484866         462541335         462593740         462646027         462700600         462756032         462814252         462866740         462922816   
448059386      448185751         448307850         448424895         462015314         462099912         462181819         462242694         462297755         462356064         462415159         462484874         462541368         462593757         462646035         462700642         462756040         462814336         462866765         462922840   
448059410      448185843         448307918         448424937         462015330         462099938         462181827         462242702         462297771         462356072         462415175         462484890         462541376         462593765         462646043         462700659         462756065         462814344         462866781         462922857   
448059808      448185900         448308379         448424986         462015546         462099953         462181967         462242751         462297896         462356106         462415381         462484908         462539750         462593807         462646159         462700675         462756248         462814369         462866948         462922865   
448059840      448185959         448308437         448425082         462015561         462099961         462181983         462242793         462297912         462356130         462415415         462484916         462539776         462593823         462646167         462700725         462756263         462814385         462866971         462922873   
448059865      448185975         448308478         448425140         462015587         462100058         462181991         462242801         462297920         462356148         462415456         462484924         462539784         462593831         462646183         462700758         462756289         462814427         462867003         462922899   
448059956      448186205         448308577         448425314         462015652         462100207         462182064         462240912         462297938         462356288         462415464         462484999         462539800         462593930         462646191         462700881         462756305         462814575         462867011         462922998   
448059964      448186320         448308601         448425348         462015751         462100215         462182080         462240920         462297946         462356296         462415472         462485020         462539867         462593948         462646209         462700915         462756313         462814583         462867029         462923004   
448060012      448186395         448308619         448425405         462015769         462100231         462182106         462240938         462297953         462356304         462415522         462485038         462539875         462593963         462646233         462700923         462756321         462814617         462867045         462923012   
448060228      448186437         448305342         448425462         462015991         462100264         462182247         462240946         462298126         462356312         462415977         462485046         462539990         462593971         462646381         462700972         462756529         462814625         462867052         462923020   
448060236      448186486         448305383         448425488         462016015         462100306         462182254         462240953         462298134         462356320         462415985         462485053         462540030         462594003         462646399         462700980         462756545         462814666         462867086         462923038   
448060244      448186494         448305417         448425629         462016023         462100330         462182262         462240979         462298159         462356346         462416017         462485061         462540048         462594011         462646407         462700998         462756552         462814682         462867110         462923046   
448060285      448186866         448305433         448426064         462016049         462100520         462182288         462241076         462298183         462356452         462416025         462485178         462540055         462594029         462646415         462701137         462756560         462814856         462867128         462923129   
448060327      448186890         448305466         448426270         462016056         462100538         462182296         462241100         462298191         462356460         462416041         462485202         462540071         462594037         462646423         462701145         462756586         462814872         462867144         462923137   
448060467      448186957         448305540         448426338         462016106         462100553         462182338         462241134         462298209         462356478         462416058         462485210         462540089         462594052         462646431         462701178         462756610         462814880         462867151         462923145   
448060756      448187021         448305771         448426387         462016346         462100561         462182569         462241142         462298217         462356486         462416280         462485228         462540212         462594060         462646613         462701186         462756743         462814898         462867276         462923152   
448060764      448187096         448305839         448426403         462016387         462100579         462182593         462241175         462298233         462356494         462416330         462485244         462540238         462594086         462646621         462701202         462756750         462814906         462867292         462923178   
448060871      448187120         448305854         448426411         462016395         462100595         462182601         462241258         462298266         462356502         462416348         462485251         462540253         462594110         462646647         462701210         462756768         462814914         462867318         462923186   
448060905      448187419         448305904         448426510         462016411         462100819         462182619         462241340         462298274         462356577         462416371         462485343         462540279         462594227         462646738         462701293         462756834         462815093         462867342         462921578   
448061077      448187617         448305912         448426528         462016445         462100827         462182643         462241399         462298282         462356585         462416439         462485350         462540287         462594243         462646787         462701301         462756859         462815119         462867359         462921610   
448061101      448187633         448306027         448426585         462016460         462100835         462182650         462241423         462298308         462356593         462416462         462485368         462540295         462594250         462646811         462701319         462756867         462815127         462867425         462921628   
448061598      448187641         448306357         448426619         462016635         462100843         462182957         462241456         462298415         462356601         462416652         462485376         462540428         462594276         462645144         462701327         462756958         462815135         462867581         462921669   
448061622      448187716         448306365         448426627         462016684         462100868         462182973         462241464         462298431         462356627         462416702         462485384         462540436         462594284         462645169         462701343         462757014         462815143         462867607         462921719   
448061630      448187724         448306399         448426635         462016700         462100884         462182981         462241498         462298456         462356635         462416744         462485392         462540451         462594300         462645177         462701376         462757022         462815150         462867623         462921743   
448061671      448187948         448306431         448427153         462016726         462101106         462182999         462241639         462298472         462355231         462416777         462485467         462540469         462594417         462645219         462701491         462757048         462815333         462867649         462921891   
448061754      448187955         448306449         448427203         462016734         462101114         462183104         462241647         462298480         462355249         462416785         462485475         462540477         462594441         462645235         462701525         462757055         462815341         462867656         462921941   
448061770      448187971         448306456         448427211         462016759         462101155         462183112         462241670         462298506         462355256         462416793         462485483         462540485         462594458         462645250         462701533         462757063         462815358         462867672         462921958   
448062182      448188052         448306589         448427351         462014325         462101205         462183237         462241688         462298647         462355264         462416918         462485509         462540600         462594466         462645342         462701566         462757170         462815366         462867839         462921966   
448062224      448188136         448306613         448427575         462014366         462101239         462183260         462241704         462298662         462355280         462416934         462485525         462540618         462594474         462645359         462701590         462757188         462815374         462867847         462921982   
448062265      448188151         448306621         448427583         462014390         462101262         462183328         462241746         462298696         462355355         462416942         462485533         462540634         462594508         462645367         462701608         462757196         462815382         462867888         462922030   
448062323      448188581         448306639         448427930         462014432         462101817         462183344         462241969         462298704         462355470         462416991         462485632         462540667         462594656         462645375         462701624         462757204         462815531         462867904         462922246   
448062356      448188631         448306647         448427971         462014465         462101825         462183351         462242017         462298803         462355504         462417007         462485640         462540717         462594664         462645383         462701632         462757220         462815549         462867912         462922295   
448062430      448188698         448306712         448428078         462014507         462101833         462183369         462242025         462298829         462355546         462417031         462485657         462540741         462594672         462645391         462701657         462757287         462815564         462867938         462922303   
448062638      448188789         448307058         448428144         462014655         462101841         462183484         462242033         462298910         462355561         462417072         462485665         462540865         462594698         462645474         462701665         462757501         462815580         462868100         462922311   
448062646      448188797         448307132         448428185         462014689         462101874         462183492         462242066         462298969         462355587         462417098         462485673         462540873         462594706         462645482         462701673         462757527         462815598         462868118         462922337   
448062679      448188805         448307140         448428201         462014697         462101882         462183542         462242090         462298993         462355595         462417148         462485681         462540899         462594730         462645516         462701699         462757568         462815606         462868126         462922345   
448062786      448189092         448307173         448428532         462014747         462101890         462183575         462242231         462299033         462355793         462417163         462485772         462540907         462594987         462645524         462701830         462757584         462815838         462868134         462922477   
448062893      448189134         448307181         448428565         462014754         462101924         462183591         462242256         462299041         462355801         462417189         462485780         462540915         462594995         462645540         462701855         462757642         462815853         462868159         462922485   
448062927      448189175         448307199         448428581         462014796         462101973         462183609         462242264         462299058         462355827         462417197         462485798         462540956         462595034         462645557         462701871         462757691         462815887         462868167         462922501   

 


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448062935      448189217         448307389         448428607         462015066         462101981         462183815         462242272         462299231         462355850         462417320         462485806         462541095         462595059         462645714         462701897         462755893         462815911         462868266         462922519   
448063081      448189233         448307439         448428664         462015124         462101999         462183823         462242314         462299249         462355868         462417338         462485822         462541137         462595067         462645722         462701905         462755901         462815937         462868274         462922543   
448063123      448189266         448307447         448428672         462015132         462102039         462183831         462242322         462299272         462355876         462417353         462485830         462541145         462595075         462645748         462701913         462755927         462815960         462868282         462922576   
448063222      448189662         448307488         448429126         462015140         462102237         462183864         462242538         462299280         462355991         462417411         462484783         462541202         462595182         462645771         462702028         462755943         462816109         462868324         462922709   
448063230      448189696         448307496         448429191         462015165         462102245         462183906         462242546         462299298         462356007         462417437         462484791         462541277         462595190         462645789         462702044         462755950         462816125         462868340         462922741   
448063248      448189704         448307553         448429233         462015223         462102252         462183914         462242561         462299322         462356015         462417486         462484809         462541285         462595216         462645839         462702069         462755968         462816166         462868381         462922758   
448063438      448189720         448307967         448429258         462015348         462102278         462181835         462242603         462299439         462356023         462417650         462484825         462541384         462595224         462646076         462702101         462756099         462816190         462868571         462922766   
448063453      448189753         448308049         448429266         462015371         462102286         462181850         462242629         462299462         462356031         462417692         462484833         462541400         462595232         462646084         462702127         462756107         462816208         462868597         462922774   
448063487      448189761         448308098         448429274         462015447         462102294         462181876         462242645         462299496         462356049         462417700         462484841         462541426         462595240         462646092         462702143         462756115         462816232         462868605         462922790   
448063503      448185991         448308114         448429639         462015462         462102450         462181884         462242819         462299504         462356163         462417726         462484932         462541442         462595364         462646126         462702283         462756156         462816265         462868613         462922907   
448063552      448186031         448308221         448429696         462015470         462102534         462181934         462242827         462299546         462356171         462417742         462484940         462541483         462595372         462646134         462702291         462756164         462816273         462868621         462922915   
448063560      448186056         448308239         448429894         462015512         462102716         462181942         462242850         462299561         462356189         462417759         462484957         462541491         462595398         462646142         462702309         462756206         462816281         462868639         462922923   
448063750      448186114         448308692         448429936         462015819         462102799         462182114         462242918         462299660         462356197         462417841         462484965         462541509         462595422         462646266         462702317         462756354         462816299         462868795         462922956   
448063826      448186130         448308718         448429977         462015868         462102856         462182122         462242942         462299678         462356262         462417882         462484973         462541533         462595448         462646274         462702325         462756370         462816315         462868829         462922964   
448063859      448186155         448308734         448430025         462015900         462102906         462182155         462243007         462299694         462356270         462417908         462484981         462541558         462595471         462646316         462702358         462756404         462816380         462868845         462922980   
448063875      448186551         448308767         448430447         462015926         462103391         462182205         462243031         462299702         462356353         462417924         462485079         462541624         462595596         462646332         462702523         462756453         462816562         462868852         462923053   
448063883      448186627         448308783         448430462         462015942         462103425         462182213         462243072         462299736         462356403         462417940         462485111         462541632         462595612         462646340         462702531         462756487         462816570         462868894         462923061   
448063958      448186718         448308809         448430504         462015975         462103441         462182239         462243114         462299744         462356411         462417965         462485129         462541640         462595646         462646357         462702556         462756503         462816620         462868902         462923079   
448064303      448186759         448308817         448430512         462016163         462103516         462182346         462243122         462299884         462356429         462418161         462485137         462541798         462595653         462646464         462702564         462756628         462816653         462867177         462923087   
448064329      448186775         448308841         448430546         462016171         462103540         462182361         462243130         462299892         462356437         462418179         462485152         462541806         462595695         462646472         462702580         462756669         462816687         462867193         462923095   
448064345      448186858         448308874         448430553         462016205         462103573         462182429         462243197         462299918         462356445         462418195         462485160         462541822         462595703         462646480         462702598         462756677         462816695         462867201         462923111   
448064394      448187146         448308932         448430975         462016213         462103813         462182452         462243346         462299934         462356510         462418211         462485269         462541830         462594136         462646514         462702747         462756701         462816919         462867219         462923202   
448064402      448187187         448308940         448430983         462016221         462103821         462182478         462243361         462299975         462356528         462418237         462485277         462541855         462594144         462646530         462702754         462756719         462816943         462867243         462923236   
448064519      448187260         448309013         448431098         462016254         462103854         462182494         462243379         462299983         462356536         462418260         462485285         462541871         462594151         462646605         462702762         462756735         462816950         462867250         462923244   
448064808      448187278         448309237         448431114         462016478         462103888         462182684         462243387         462298316         462356544         462418369         462485301         462542044         462594177         462646829         462702770         462756883         462816968         462867466         462923251   
448064998      448187294         448309245         448431338         462016502         462103896         462182734         462243395         462298324         462356551         462418385         462485319         462542051         462594201         462646837         462702846         462756891         462816976         462867482         462923269   
448065037      448187393         448309302         448431403         462016528         462104027         462182759         462243411         462298357         462356569         462418393         462485335         462542069         462594219         462646845         462702853         462756917         462817008         462867490         462923285   
448065128      448187732         448309401         448426726         462016569         462104167         462182858         462243536         462298373         462356643         462418401         462485400         462542093         462594318         462646860         462703000         462756925         462817115         462867508         462923319   
448065201      448187757         448309443         448426759         462016619         462104233         462182890         462243544         462298381         462356650         462418427         462485418         462542143         462594326         462646936         462703026         462756933         462817131         462867516         462923335   
448065219      448187799         448309450         448426866         462016627         462104308         462182924         462243569         462298399         462356668         462418435         462485426         462542150         462594334         462646944         462703034         462756941         462817149         462867565         462923343   
448065607      448187831         448309864         448426981         462016809         462104332         462183120         462243593         462298548         462356676         462418559         462485434         462542275         462594367         462647009         462703059         462757071         462817156         462867714         462923350   
448065615      448187849         448309880         448427062         462016825         462104415         462183179         462243601         462298555         462356692         462418575         462485442         462542283         462594383         462647025         462703083         462757089         462817180         462867755         462923376   
448065631      448187864         448309898         448427070         462016890         462104423         462183187         462243619         462298571         462356700         462418583         462485459         462542291         462594409         462647082         462703091         462757105         462817198         462867763         462923384   
448065672      448188185         448309989         448427617         462016908         462104795         462183195         462243742         462298597         462356718         462418591         462485558         462542317         462594565         462647132         462703216         462757121         462817297         462867771         462923525   
448065698      448188235         448310037         448427682         462016916         462104803         462183211         462243759         462298605         462356726         462418617         462485566         462542325         462594573         462647157         462703273         462757139         462817305         462867789         462923558   
448065748      448188375         448310052         448427757         462016924         462104829         462183229         462243775         462298613         462356734         462418625         462485574         462542341         462594581         462647173         462703281         462757154         462817313         462867821         462923566   
448066050      448188409         448310532         448427765         462016932         462104936         462183377         462243817         462298852         462356767         462418740         462485582         462542473         462594607         462647413         462703307         462757295         462817347         462867946         462923574   
448066068      448188466         448310680         448427898         462016957         462104951         462183385         462243858         462298860         462356775         462418757         462485590         462542481         462594623         462647454         462703364         462757303         462817362         462867995         462923582   
448066159      448188532         448310730         448427922         462017047         462105008         462183393         462243866         462298878         462356783         462418765         462485616         462542507         462594631         462647520         462703430         462757360         462817388         462868035         462923590   
448066167      448188813         448310748         448428268         462017112         462105552         462183427         462244062         462298886         462356916         462418781         462485699         462542523         462594771         462647546         462701707         462757410         462817503         462868050         462923749   
448066217      448188896         448310771         448428276         462017120         462105636         462183443         462244070         462298894         462356924         462418807         462485715         462542531         462594797         462647561         462701723         462757477         462817594         462868068         462923772   
448066241      448188938         448310821         448428342         462017138         462105677         462183468         462244088         462298902         462356932         462418823         462485723         462542549         462594813         462647579         462701749         462757485         462817636         462868084         462923798   
448066753      448188987         448311100         448428433         462017310         462105701         462183633         462244104         462299132         462356940         462417213         462485749         462542648         462594938         462647777         462701756         462757709         462817651         462868175         462923806   
448066761      448189050         448311183         448428441         462017336         462105776         462183641         462244153         462299165         462356965         462417221         462485756         462542655         462594946         462647785         462701806         462757725         462817669         462868183         462923814   
448066803      448189068         448311217         448428474         462017401         462105792         462183690         462244179         462299173         462356973         462417239         462485764         462542663         462594961         462647835         462701814         462757733         462817685         462868209         462923822   
448066852      448189274         448311449         448428789         462017427         462102047         462183740         462244278         462299181         462357104         462417262         462485855         462542671         462595091         462647843         462701921         462757808         462817800         462868233         462924051   
448066878      448189407         448311480         448428805         462017443         462102062         462183773         462244302         462299199         462357120         462417296         462485863         462542689         462595109         462647850         462701939         462757816         462817818         462868241         462924069   
448067041      448189563         448311498         448428904         462017450         462102070         462183807         462244310         462299215         462357138         462417304         462485889         462542697         462595117         462647892         462701947         462757824         462817867         462868258         462924077   
448063305      448189605         448311860         448429001         462017583         462102120         462183948         462244328         462299348         462357146         462417502         462485897         462542804         462595125         462648056         462701954         462757832         462817875         462868407         462924085   
448063313      448189613         448311886         448429050         462017609         462102161         462183955         462244336         462299389         462357153         462417510         462485921         462542820         462595158         462648064         462702002         462757840         462817909         462868415         462924093   
448063321      448189639         448311977         448429068         462017617         462102229         462183997         462244344         462299397         462357161         462417528         462485947         462542853         462595166         462648072         462702010         462757873         462817917         462868423         462924127   
448063354      448189852         448311985         448429340         462017625         462102310         462184029         462244492         462299405         462357286         462417536         462485962         462542879         462595265         462648080         462702168         462757881         462818055         462868431         462924218   
448063388      448189894         448311993         448429381         462017732         462102328         462184045         462244500         462299413         462357294         462417569         462485970         462542887         462595307         462648122         462702184         462757923         462818071         462868514         462924226   
448063420      448189928         448312108         448429407         462017740         462102344         462184060         462244518         462299421         462357302         462417577         462485988         462542895         462595315         462648130         462702192         462757949         462818113         462868548         462924234   
448063578      448189944         448312371         448429423         462017914         462102351         462184078         462244542         462299579         462357310         462417775         462485996         462542960         462595323         462648361         462702200         462758103         462818139         462868647         462924242   
448063594      448189993         448312397         448429472         462017930         462102369         462184086         462244583         462299587         462357336         462417783         462486002         462542978         462595331         462648387         462702218         462758111         462818147         462868688         462924259   
448063651      448190017         448312405         448429555         462017955         462102443         462184094         462244617         462299603         462357344         462417791         462486010         462542986         462595349         462648429         462702234         462758160         462818154         462868704         462924275   
448063669      448190066         448312421         448430108         462017963         462103086         462184110         462244757         462299629         462357443         462417817         462486093         462542994         462595497         462648437         462702366         462758194         462816398         462868761         462924341   
448063701      448190074         448312496         448430124         462017971         462103201         462184128         462244765         462299645         462357468         462417825         462486119         462543000         462595505         462648452         462702390         462758210         462816406         462868779         462924358   
448063727      448190116         448312504         448430165         462017989         462103235         462184151         462244781         462299652         462357476         462417833         462486135         462543042         462595521         462648478         462702424         462758228         462816414         462868787         462924366   
448064006      448190215         448312900         448430207         462018128         462103250         462184268         462244815         462299751         462357484         462417981         462486150         462541665         462595539         462648627         462702440         462758392         462816422         462868928         462924374   
448064055      448190231         448312942         448430249         462018136         462103326         462184276         462244831         462299801         462357518         462418021         462486176         462541673         462595570         462648643         462702457         462758400         462816489         462868936         462924390   
448064121      448190249         448312983         448430371         462018144         462103334         462184318         462244856         462299827         462357526         462418054         462486275         462541699         462595588         462648650         462702507         462758426         462816554         462868951         462924408   

 


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448064188      448190611         448313049         448430678         462018177         462103599         462184326         462243221         462299835         462357617         462418096         462486465         462541707         462595711         462648668         462702671         462758459         462816752         462868977         462924499   
448064238      448190694         448313098         448430777         462018193         462103615         462184342         462243247         462299850         462357633         462418104         462486499         462541715         462595729         462648684         462702689         462758467         462816778         462869025         462924515   
448064253      448190702         448313114         448430827         462018201         462103664         462184359         462243254         462299876         462357641         462418120         462486523         462541731         462595737         462648692         462702697         462758475         462816802         462869058         462924523   
448064535      448190736         448309096         448430835         462018458         462103698         462184490         462243270         462300005         462357666         462418278         462486556         462541921         462595778         462648924         462702705         462758665         462816828         462869066         462924531   
448064576      448190769         448309120         448430918         462018482         462103714         462184508         462243288         462300021         462357674         462418286         462486580         462541947         462595810         462648940         462702721         462758673         462816869         462869082         462924549   
448064642      448190793         448309146         448430934         462018516         462103771         462184524         462243304         462300054         462357682         462418294         462486598         462541954         462595836         462648957         462702739         462758681         462816901         462869108         462924556   
448064675      448191528         448309179         448431452         462018532         462104068         462184532         462243437         462300120         462357948         462418302         462486762         462541996         462595869         462648981         462702895         462758699         462817016         462869116         462924630   
448064733      448191536         448309187         448431486         462018557         462104092         462184557         462243445         462300138         462357997         462418328         462486770         462542010         462595877         462648999         462702911         462758715         462817024         462869124         462924648   
448064774      448191551         448309229         448431502         462018565         462104100         462184565         462243478         462300146         462358003         462418344         462486788         462542036         462595885         462649005         462702937         462758723         462817040         462869132         462924655   
448065227      448191650         448309468         448431551         462018763         462104126         462184680         462243494         462300153         462358029         462418450         462486804         462542176         462595901         462649260         462702952         462758855         462817057         462869264         462924663   
448065250      448191734         448309617         448431585         462018854         462104134         462184698         462243502         462300161         462358045         462418484         462486812         462542184         462595927         462649278         462702960         462758863         462817065         462869306         462924671   
448065326      448191767         448309708         448431619         462018961         462104142         462184714         462243510         462300187         462358052         462418492         462486846         462542192         462595968         462649302         462702986         462758889         462817073         462869322         462924689   
448065482      448191973         448309740         448431684         462018987         462104548         462184722         462243627         462300195         462358284         462418500         462486986         462542226         462596123         462649310         462703109         462758897         462817206         462869348         462923392   
448065516      448191981         448309773         448431726         462018995         462104605         462184730         462243635         462300203         462358326         462418534         462487026         462542259         462596131         462649351         462703117         462758913         462817214         462869355         462923418   
448065581      448192039         448309815         448431742         462019084         462104621         462184748         462243668         462300260         462358359         462418542         462487059         462542267         462596149         462649377         462703141         462758947         462817222         462869397         462923426   
448065763      448192203         448310078         448431767         462019233         462104738         462184870         462243676         462300435         462358367         462418633         462487067         462542358         462596172         462647181         462703158         462759150         462817230         462869520         462923442   
448065847      448192286         448310102         448431783         462019308         462104746         462184904         462243718         462300476         462358375         462418658         462487075         462542366         462596180         462647215         462703166         462759226         462817255         462869553         462923467   
448065862      448192336         448310219         448431833         462019340         462104779         462184912         462243726         462300492         462358417         462418666         462487083         462542382         462596230         462647280         462703182         462759234         462817263         462869561         462923491   
448065912      448192617         448310318         448432005         462019423         462105057         462184920         462243882         462300500         462356791         462418674         462487281         462542390         462596446         462647330         462703463         462759242         462817412         462869587         462923616   
448065987      448192625         448310334         448432054         462019498         462105230         462184938         462243890         462300534         462356817         462418716         462487315         462542408         462596461         462647371         462703497         462759325         462817420         462869603         462923657   
448066027      448192641         448310490         448432070         462019548         462105255         462184946         462243908         462300559         462356841         462418724         462487349         462542416         462596503         462647389         462703505         462759333         462817438         462869645         462923681   
448066274      448192708         448310920         448432302         462017153         462105297         462185075         462243916         462300807         462356874         462418831         462487372         462542572         462596511         462647587         462703513         462759481         462817453         462869785         462923699   
448066308      448192757         448310938         448432344         462017195         462105347         462185091         462243999         462300849         462356882         462418849         462487406         462542580         462596545         462647595         462703554         462759523         462817479         462869793         462923707   
448066340      448192765         448310995         448432369         462017211         462105503         462185109         462244005         462300856         462356908         462418872         462487422         462542606         462596578         462647629         462703562         462759549         462817495         462869843         462923731   
448066357      448193243         448311019         448432716         462017252         462105826         462185117         462244187         462300880         462356981         462418906         462487638         462542614         462596818         462647736         462703604         462759572         462817719         462869850         462923871   
448066670      448193268         448311068         448432757         462017278         462105867         462185125         462244229         462300906         462357013         462418914         462487646         462542622         462596826         462647744         462703638         462759580         462817727         462869876         462923897   
448066696      448193284         448311076         448432856         462017294         462105875         462185133         462244237         462300914         462357054         462418955         462487679         462542630         462596834         462647769         462703661         462759648         462817743         462869884         462923947   
448067090      448193334         448311555         448432872         462017476         462105933         462185307         462244245         462301110         462357062         462418971         462487711         462542705         462596842         462647900         462703687         462759804         462817768         462870007         462923962   
448067256      448193425         448311605         448432971         462017492         462106022         462185315         462244252         462301128         462357070         462418989         462487729         462542713         462596917         462647942         462703695         462759820         462817776         462870015         462923970   
448067264      448193433         448311761         448433177         462017500         462106048         462185323         462244260         462301144         462357088         462418997         462487737         462542721         462596925         462647967         462703703         462759853         462817784         462870023         462924036   
448067348      448193680         448311837         448433490         462017534         462106063         462185331         462244351         462301169         462357179         462419011         462487935         462542754         462597105         462647991         462703828         462759861         462817941         462870031         462924135   
448067355      448193706         448311845         448433508         462017542         462106113         462185349         462244377         462301185         462357195         462419037         462487968         462542788         462597113         462648007         462703844         462759887         462817966         462870056         462924150   
448067405      448193714         448311852         448433599         462017575         462106154         462185380         462244385         462301201         462357203         462419045         462487976         462542796         462597139         462648015         462703851         462759895         462817974         462870064         462924168   
448067447      448193748         448312116         448433714         462017757         462106170         462185505         462244401         462301300         462357229         462419144         462488008         462542903         462597170         462648148         462703877         462757972         462817982         462870213         462924176   
448067603      448193771         448312132         448433722         462017765         462106246         462185521         462244427         462301326         462357237         462419151         462488016         462542911         462597188         462648163         462703893         462758004         462817990         462870221         462924192   
448067611      448193839         448312215         448433839         462017807         462106329         462185570         462244443         462301334         462357278         462419177         462488032         462542929         462597196         462648205         462703919         462758012         462818030         462870239         462924200   
448067645      448194126         448312280         448434357         462017856         462106584         462185653         462244641         462301342         462357351         462419201         462486028         462542937         462597311         462648221         462704057         462758061         462818188         462870247         462924283   
448067843      448194175         448312348         448434399         462017880         462106709         462185679         462244682         462301391         462357369         462419227         462486036         462542945         462597329         462648254         462704065         462758079         462818204         462870254         462924291   
448067850      448194233         448312363         448434613         462017898         462106717         462185695         462244708         462301409         462357393         462419235         462486044         462542952         462597337         462648270         462704073         462758095         462818212         462870262         462924309   
448068148      448194258         448312579         448434654         462018003         462106766         462184169         462244716         462301557         462357401         462419359         462486051         462543067         462597345         462648486         462704081         462758244         462818220         462870395         462924317   
448068155      448194308         448312587         448434688         462018011         462106816         462184201         462244724         462301581         462357419         462419417         462486077         462543075         462597352         462648502         462704107         462758251         462818246         462870437         462924325   
448068171      448194324         448312645         448434779         462018029         462106873         462184219         462244740         462301607         462357435         462419433         462486085         462543083         462597378         462648528         462704149         462758277         462818253         462870452         462924333   
448068197      448190413         448312728         448435024         462018037         462107186         462184227         462244864         462301631         462357542         462419466         462486283         462543091         462597493         462648544         462704263         462758285         462818303         462870460         462924416   
448068205      448190504         448312769         448435248         462018045         462107194         462184235         462244880         462301649         462357559         462419508         462486291         462543117         462597501         462648569         462704289         462758327         462818311         462870478         462924424   
448068221      448190553         448312835         448435255         462018060         462107236         462184250         462244906         462301656         462357567         462419524         462486333         462543133         462597535         462648593         462704313         462758350         462818329         462870502         462924432   
448068460      448190561         448313122         448435388         462018219         462107244         462184375         462244914         462301821         462357575         462419664         462486341         462543166         462597576         462648734         462704321         462758483         462818352         462870601         462924440   
448068478      448190587         448313130         448435487         462018235         462107343         462184383         462244930         462301847         462357583         462419672         462486390         462543174         462597600         462648759         462704453         462758491         462818378         462870650         462924457   
448068684      448190603         448313155         448435511         462018284         462107384         462184391         462244948         462301854         462357609         462419714         462486457         462543182         462597634         462648809         462704461         462758525         462818386         462870668         462924481   
448068692      448190843         448313189         448435933         462018367         462107715         462184425         462244955         462301896         462357690         462419763         462486622         462543208         462597758         462648817         462704578         462758582         462818626         462870676         462924564   
448068718      448190918         448313213         448435966         462018375         462107731         462184433         462244963         462301920         462357708         462419821         462486671         462543224         462597766         462648858         462704586         462758616         462818667         462870692         462924572   
448068734      448190983         448313221         448436022         462018433         462107756         462184474         462244989         462301938         462357815         462419854         462486689         462543232         462597808         462648882         462704602         462758632         462818675         462870718         462924580   
448069070      448191130         448313239         448436048         462018573         462107830         462184581         462244997         462302084         462357880         462420092         462486697         462543323         462597816         462649088         462704644         462758749         462818725         462869140         462924606   
448069088      448191155         448313247         448436089         462018599         462107905         462184599         462245002         462302092         462357914         462420118         462486713         462543331         462597840         462649096         462704651         462758772         462818758         462869165         462924614   
448069138      448191338         448313270         448436121         462018615         462107921         462184607         462245010         462302100         462357930         462420134         462486739         462543380         462597915         462649153         462704685         462758780         462818782         462869173         462924622   
448069146      448191783         448313312         448436485         462018672         462108093         462184631         462245101         462302134         462358060         462420167         462486853         462543398         462595976         462649203         462704818         462758798         462818915         462869181         462924697   
448069153      448191791         448313338         448436600         462018714         462108168         462184664         462245119         462302142         462358078         462420175         462486911         462543406         462595992         462649211         462704834         462758806         462818931         462869223         462924705   
448069260      448191825         448313395         448436618         462018748         462108218         462184672         462245127         462302159         462358110         462420183         462486945         462543414         462596008         462649245         462704842         462758848         462818949         462869231         462924713   
448069559      448191924         448313718         448436634         462019092         462108259         462184755         462245135         462300278         462358128         462420308         462486952         462543521         462596065         462649393         462704867         462758970         462818972         462869413         462924721   
448069609      448191957         448313817         448436667         462019118         462108309         462184763         462245150         462300351         462358151         462420316         462486960         462543539         462596073         462649450         462704875         462758988         462818980         462869462         462924788   
448069666      448191965         448313825         448436717         462019126         462108408         462184789         462245168         462300393         462358243         462420357         462486978         462543547         462596099         462649526         462704891         462758996         462818998         462869470         462924838   
448069716      448192369         448313890         448431866         462019159         462108986         462184797         462245242         462300401         462358425         462420373         462487091         462543554         462596289         462649534         462705005         462759036         462819186         462869488         462924861   
448069732      448192401         448313916         448431908         462019209         462109000         462184805         462245259         462300419         462358441         462420399         462487158         462543562         462596305         462649559         462705039         462759044         462819228         462869496         462924879   
448069807      448192435         448313999         448431932         462019217         462109117         462184839         462245267         462300427         462358458         462420423         462487174         462543588         462596362         462649591         462705047         462759077         462819236         462869504         462924887   

 


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448070078      448192443         448314245         448431957         462019555         462109166         462184961         462245283         462300591         462358474         462420712         462487182         462543695         462596404         462649625         462705070         462759358         462819269         462869652         462924895   
448070136      448192542         448314252         448431973         462019571         462109182         462184979         462245291         462300609         462358490         462420720         462487190         462543711         462596412         462649641         462705088         462759366         462819277         462869660         462924937   
448070177      448192559         448314286         448431999         462019613         462109331         462185026         462245309         462300633         462358516         462420746         462487240         462543737         462596438         462649666         462705104         462759390         462819293         462869678         462924945   
448070219      448192781         448314310         448432393         462019621         462109695         462185042         462245390         462300641         462358532         462420761         462487448         462543752         462596594         462649682         462705286         462759424         462819541         462869694         462925074   
448070243      448192880         448314419         448432435         462019647         462109711         462185059         462245408         462300690         462358664         462420779         462487455         462543760         462596602         462649690         462705294         462759432         462819558         462869702         462925132   
448070334      448192914         448314427         448432500         462019688         462109745         462185067         462245424         462300757         462358680         462420795         462487471         462543794         462596628         462649716         462705310         462759457         462819616         462869744         462925173   
448070607      448192930         448314716         448432518         462019720         462109760         462185166         462245432         462300922         462358698         462421025         462487489         462543869         462596693         462649856         462705336         462759655         462819624         462869892         462925181   
448070698      448193086         448314757         448432534         462019787         462109778         462185182         462245465         462300971         462358706         462421066         462487497         462543877         462596719         462649864         462705351         462759663         462819665         462869926         462925199   
448070730      448193235         448314906         448432567         462019811         462109828         462185190         462245473         462301003         462358714         462421074         462487612         462543885         462596743         462649872         462705377         462759739         462819673         462869942         462925207   
448070748      448193474         448314963         448433193         462019829         462110081         462185208         462245580         462301052         462358839         462421108         462487745         462543893         462596933         462649971         462703711         462759754         462819889         462869967         462925330   
448070789      448193482         448314971         448433201         462019837         462110099         462185257         462245598         462301094         462358847         462421124         462487752         462543901         462596941         462650011         462703737         462759762         462819905         462869975         462925348   
448070805      448193508         448315085         448433367         462019845         462110123         462185281         462245606         462301102         462358854         462421132         462487786         462543919         462597048         462650029         462703752         462759788         462819913         462869983         462925363   
448071175      448193599         448315523         448433409         462020132         462110180         462185414         462245655         462301219         462358862         462419052         462487802         462544065         462597063         462650193         462703786         462759911         462819947         462870072         462925371   
448071183      448193656         448315556         448433433         462020207         462110206         462185430         462245663         462301227         462358888         462419060         462487810         462544073         462597071         462650219         462703802         462759937         462819996         462870080         462925389   
448071258      448193672         448315572         448433458         462020280         462110354         462185455         462245671         462301235         462358896         462419086         462487919         462544081         462597097         462650227         462703810         462759945         462820036         462870122         462925397   
448071381      448193847         448315580         448433854         462020306         462106352         462185463         462245754         462301250         462359027         462419102         462488065         462544107         462597220         462650235         462703927         462759952         462820242         462870130         462925553   
448071423      448193953         448315630         448433862         462020397         462106386         462185471         462245770         462301268         462359035         462419110         462488099         462544115         462597238         462650243         462703935         462759960         462820309         462870148         462925561   
448071456      448193979         448315671         448433946         462020439         462106410         462185497         462245796         462301276         462359043         462419136         462488107         462544123         462597253         462650334         462703984         462759978         462820317         462870163         462925579   
448067892      448193987         448316000         448434100         462020538         462106436         462185703         462245804         462301417         462359050         462419243         462488123         462544198         462597287         462650417         462703992         462759986         462820325         462870270         462925587   
448067934      448194019         448316067         448434167         462020595         462106519         462185737         462245838         462301425         462359076         462419250         462488149         462544206         462597295         462650425         462704024         462760018         462820333         462870296         462925595   
448067942      448194027         448316133         448434241         462020645         462106576         462185752         462245846         462301433         462359134         462419284         462488164         462544214         462597303         462650433         462704040         462760091         462820358         462870338         462925603   
448068031      448194340         448316216         448434829         462020660         462106923         462185760         462245978         462301474         462359365         462419292         462488222         462544222         462597394         462650441         462704156         462760125         462820473         462870346         462925694   
448068098      448194357         448316307         448434845         462020678         462106972         462185778         462245994         462301490         462359415         462419300         462488263         462544230         462597402         462650458         462704172         462760208         462820481         462870353         462925702   
448068122      448194472         448316331         448434852         462020736         462106980         462185786         462246026         462301508         462359449         462419342         462488297         462544255         462597410         462650466         462704180         462760232         462820499         462870387         462925736   
448068239      448194571         448316612         448434860         462020942         462107038         462185794         462246034         462301672         462359498         462419540         462488321         462544339         462597436         462650631         462704230         462760463         462820580         462870536         462925744   
448068353      448194605         448316745         448434878         462020975         462107103         462185828         462246042         462301698         462359571         462419557         462488370         462544347         462597477         462650649         462704248         462760471         462820598         462870544         462925751   
448068361      448194639         448316760         448434936         462021007         462107111         462185851         462246059         462301706         462359589         462419581         462488396         462544362         462597485         462650698         462704255         462760489         462820614         462870551         462925793   
448068403      448194647         448316794         448435669         462021056         462107426         462185885         462246133         462301730         462359738         462419615         462488529         462544370         462597667         462650706         462704479         462760497         462818444         462870569         462925892   
448068437      448194779         448316869         448435701         462021064         462107434         462185893         462246141         462301755         462359746         462419649         462488552         462544388         462597683         462650789         462704487         462760505         462818451         462870585         462925900   
448068452      448194811         448316968         448435719         462021080         462107566         462185901         462246158         462301805         462359811         462419656         462488578         462544396         462597709         462650847         462704495         462760547         462818469         462870593         462925918   
448068817      448194829         448317222         448435776         462021221         462107582         462185992         462246174         462301946         462359845         462419870         462488586         462543257         462597717         462651019         462704503         462760661         462818550         462870726         462925926   
448068882      448194860         448317248         448435800         462021304         462107608         462186016         462246182         462302001         462359886         462419946         462488602         462543265         462597725         462651027         462704511         462760687         462818600         462870734         462925934   
448068932      448194886         448317255         448435875         462021395         462107624         462186024         462246190         462302019         462359894         462419953         462488610         462543273         462597733         462651050         462704545         462760745         462818618         462870742         462925942   
448068965      448195131         448317289         448436238         462021411         462107947         462186040         462245028         462302027         462360041         462420019         462488750         462543299         462597931         462651068         462704701         462760778         462818808         462870759         462926098   
448069005      448195255         448317313         448436279         462021429         462107970         462186057         462245044         462302035         462360074         462420043         462488859         462543307         462597956         462651084         462704719         462760810         462818824         462870767         462926114   
448069047      448195289         448317370         448436352         462021437         462107988         462186073         462245069         462302076         462360082         462420068         462488867         462543315         462598087         462651092         462704735         462760828         462818840         462870775         462926163   
448069310      448195305         448313478         448436386         462021734         462108044         462186149         462245077         462302167         462360116         462420191         462488883         462543455         462598095         462651225         462704750         462761016         462818857         462870809         462926171   
448069393      448195313         448313494         448436394         462021742         462108069         462186164         462245085         462302175         462360173         462420217         462488933         462543463         462598103         462651233         462704776         462761024         462818865         462870825         462926189   
448069419      448195321         448313510         448436436         462021767         462108077         462186172         462245093         462302183         462360181         462420241         462488966         462543471         462598129         462651282         462704792         462761040         462818873         462870833         462926205   
448069427      448195636         448313577         448436840         462021783         462108515         462186180         462245176         462302209         462360314         462420258         462489097         462543489         462598137         462651332         462704909         462761065         462819020         462870858         462926296   
448069443      448195677         448313601         448436881         462021833         462108648         462186198         462245184         462302258         462360355         462420282         462489105         462543505         462598160         462651373         462704933         462761081         462819046         462870866         462926312   
448069542      448195719         448313635         448436964         462021841         462108713         462186222         462245200         462302266         462360397         462420290         462489113         462543513         462598178         462651399         462704958         462761099         462819079         462870882         462926320   
448069823      448195750         448314039         448437012         462021981         462108929         462186388         462245218         462302282         462360405         462420506         462489139         462543596         462598186         462651548         462704974         462761271         462819129         462870981         462926346   
448069856      448195776         448314096         448437053         462021999         462108952         462186396         462245226         462302316         462360413         462420514         462489147         462543604         462598194         462651589         462704982         462761297         462819137         462870999         462926353   
448069864      448195826         448314146         448437079         462022005         462108960         462186420         462245234         462302324         462360439         462420571         462489170         462543612         462598202         462651639         462704990         462761305         462819145         462871005         462926361   
448069930      448196402         448314161         448437194         462022021         462109356         462186438         462245317         462302332         462360595         462420621         462489352         462543620         462598368         462651662         462705120         462761313         462819319         462871013         462924952   
448069955      448196444         448314187         448437335         462022039         462109398         462186479         462245333         462302365         462360603         462420647         462489394         462543638         462598400         462651688         462705153         462761321         462819327         462871021         462924960   
448070045      448196485         448314229         448437343         462022054         462109406         462186487         462245341         462302373         462360611         462420662         462489436         462543646         462598418         462651696         462705161         462761362         462819376         462871047         462924978   
448070359      448196501         448314435         448437384         462022286         462109588         462186628         462245358         462302464         462360629         462420803         462489451         462543802         462598426         462649724         462705211         462761461         462819384         462871153         462925017   
448070391      448196527         448314468         448437392         462022302         462109596         462186651         462245366         462302472         462360652         462420837         462489469         462543810         462598442         462649732         462705245         462761487         462819392         462871179         462925041   
448070433      448196584         448314476         448437400         462022328         462109687         462186685         462245382         462302480         462360660         462420852         462489485         462543828         462598475         462649799         462705278         462761537         462819491         462871203         462925058   
448070458      448196998         448314542         448437897         462022385         462109893         462186701         462245481         462302514         462358722         462420894         462489709         462543836         462598657         462649807         462705385         462761552         462819749         462871229         462925223   
448070474      448197038         448314567         448437905         462022419         462109919         462186719         462245515         462302530         462358730         462420910         462489733         462543844         462598673         462649815         462705401         462761578         462819756         462871237         462925256   
448070508      448197046         448314708         448437939         462022492         462109968         462186743         462245531         462302548         462358755         462420951         462489741         462543851         462598707         462649823         462705468         462761594         462819780         462871278         462925264   
448070821      448197053         448315127         448437947         462019886         462109976         462186917         462245549         462302746         462358797         462421140         462489758         462543927         462598715         462650037         462705476         462761776         462819806         462871450         462925272   
448070995      448197095         448315176         448437954         462019894         462110008         462186925         462245556         462302795         462358805         462421207         462489774         462543935         462598731         462650052         462705484         462761784         462819855         462871468         462925298   
448071019      448197194         448315234         448437996         462019944         462110032         462186941         462245572         462302811         462358813         462421215         462489782         462543968         462598772         462650078         462705492         462761792         462819863         462871484         462925306   
448071050      448197434         448315242         448438275         462019969         462110446         462186958         462245689         462302837         462358920         462421223         462490160         462543992         462598996         462650110         462705526         462761859         462820044         462871492         462925421   
448071068      448197459         448315275         448438283         462019977         462110529         462186966         462245697         462302845         462358953         462421264         462490178         462544016         462599010         462650169         462705534         462761867         462820069         462871518         462925439   
448071092      448197541         448315408         448438333         462020041         462110552         462186974         462245705         462302852         462358961         462421280         462490186         462544057         462599069         462650185         462705575         462761883         462820119         462871542         462925462   
448071571      448197582         448315705         448438408         462020454         462110594         462187204         462245713         462302993         462358995         462421355         462490202         462544131         462599077         462650342         462705583         462762097         462820176         462871674         462925470   
448071589      448197624         448315754         448438440         462020462         462110610         462187212         462245721         462303017         462359001         462421371         462490210         462544149         462599101         462650359         462705609         462762121         462820192         462871690         462925496   
448071639      448197657         448315804         448438499         462020470         462110628         462187238         462245747         462303025         462359019         462421405         462490251         462544156         462599135         462650367         462705617         462762139         462820226         462871716         462925504   

 


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448071647      448198218         448315820         448438754         462020488         462110743         462187329         462245887         462303033         462359217         462421421         462490426         462544164         462599424         462650383         462705716         462762147         462820374         462871724         462925611   
448071662      448198226         448315945         448438796         462020504         462110792         462187378         462245903         462303041         462359233         462421454         462490459         462544172         462599432         462650391         462705724         462762162         462820382         462871732         462925637   
448071696      448198234         448315994         448438820         462020520         462110800         462187436         462245911         462303066         462359274         462421462         462490467         462544180         462599440         462650409         462705740         462762253         462820424         462871781         462925652   
448071761      448198259         448316422         448438838         462020769         462110834         462187568         462245937         462303173         462359282         462421629         462490517         462544263         462599515         462650474         462705765         462760240         462820440         462871930         462925660   
448071787      448198366         448316489         448438960         462020785         462110917         462187576         462245945         462303181         462359308         462421637         462490558         462544271         462599531         462650508         462705773         462760257         462820457         462871948         462925678   
448071910      448198374         448316521         448439174         462020819         462110966         462187584         462245960         462303207         462359340         462421652         462490574         462544289         462599564         462650524         462705781         462760265         462820465         462871963         462925686   
448071944      448198598         448316547         448439687         462020843         462111162         462187626         462246075         462303256         462359597         462421702         462488412         462544297         462599705         462650532         462705906         462760372         462820622         462871971         462925801   
448071977      448198713         448316570         448439703         462020900         462111246         462187634         462246083         462303264         462359621         462421710         462488420         462544305         462599721         462650581         462705914         462760414         462820630         462871989         462925827   
448071993      448198762         448316604         448439729         462020926         462111279         462187675         462246091         462303306         462359639         462421769         462488446         462544321         462599739         462650599         462705922         462760430         462820648         462872037         462925843   
448072256      448198770         448316984         448439737         462021098         462111337         462185919         462246109         462303447         462359688         462421850         462488461         462544404         462599754         462650862         462705930         462760554         462820739         462872177         462925850   
448072280      448198861         448317081         448439745         462021122         462111345         462185935         462246117         462303454         462359696         462421884         462488487         462544412         462599762         462650870         462705948         462760596         462820747         462872185         462925876   
448072363      448198911         448317107         448439869         462021155         462111386         462185943         462246125         462303470         462359720         462421983         462488495         462544420         462599770         462650888         462705955         462760604         462820762         462872193         462925884   
448072439      448194894         448317180         448440255         462021171         462111543         462185950         462246208         462303496         462359902         462422007         462488644         462544438         462599929         462650904         462706110         462760612         462820770         462872201         462925967   
448072470      448194910         448317206         448440362         462021197         462111550         462185968         462246216         462303512         462359910         462422031         462488669         462544446         462599937         462650920         462706128         462760638         462820796         462872219         462926023   
448072645      448195016         448317214         448440396         462021213         462111592         462185976         462246224         462303546         462359936         462422056         462488677         462544487         462599945         462650938         462706144         462760646         462820820         462872276         462926031   
448072934      448195024         448317487         448440438         462021478         462111600         462186081         462246299         462303686         462359951         462422288         462488685         462544529         462599978         462651126         462706151         462760844         462820838         462872409         462926049   
448072975      448195065         448317511         448440495         462021486         462111659         462186099         462246356         462303694         462359977         462422312         462488693         462544545         462600008         462651134         462706177         462760851         462820846         462872425         462926064   
448072991      448195123         448317545         448440578         462021619         462111675         462186107         462246380         462303710         462360025         462422379         462488743         462544560         462600016         462651159         462706201         462760919         462820861         462872466         462926072   
448073007      448195354         448317628         448440909         462021627         462112020         462186115         462246422         462303728         462360199         462422411         462488974         462544578         462600115         462651175         462706276         462760950         462820986         462872474         462926213   
448073049      448195438         448317719         448440941         462021650         462112038         462186123         462246448         462303736         462360207         462422437         462489006         462544586         462600123         462651191         462706284         462760984         462820994         462872482         462926221   
448073098      448195461         448317735         448441113         462021726         462112079         462186131         462246455         462303744         462360223         462422445         462489014         462544602         462600164         462651217         462706300         462760992         462821000         462872516         462926239   
448073502      448195479         448317818         448441188         462021858         462112087         462186230         462246463         462303876         462360272         462422668         462489022         462544776         462600172         462651423         462706318         462761123         462821026         462870890         462926247   
448073643      448195511         448317925         448441279         462021882         462112111         462186248         462246471         462303884         462360280         462422684         462489055         462544784         462600263         462651456         462706334         462761149         462821034         462870908         462926254   
448073775      448195545         448317933         448441303         462021890         462112137         462186255         462246489         462303892         462360298         462422718         462489063         462544800         462600289         462651464         462706342         462761164         462821059         462870916         462926288   
448073916      448195842         448317941         448441824         462021908         462112251         462186263         462246596         462303918         462360454         462422759         462489196         462544883         462598277         462651498         462706466         462761172         462821208         462870932         462926403   
448073924      448195933         448317974         448441832         462021916         462112350         462186354         462246604         462303926         462360538         462422767         462489204         462544909         462598285         462651506         462706482         462761180         462821224         462870965         462926429   
448074112      448195990         448318014         448441907         462021940         462112426         462186370         462246612         462303942         462360553         462422775         462489220         462544925         462598301         462651522         462706490         462761214         462821257         462870973         462926445   
448074716      448196220         448318337         448441972         462022062         462112442         462186529         462246620         462302381         462360561         462423062         462489279         462545088         462598327         462651704         462706508         462761370         462821273         462871062         462926460   
448074906      448196303         448318352         448442038         462022161         462112491         462186552         462246638         462302407         462360579         462423096         462489287         462545096         462598335         462651761         462706516         462761388         462821299         462871088         462926478   
448074914      448196360         448318402         448442178         462022203         462112533         462186560         462246695         462302423         462360587         462423104         462489329         462545104         462598343         462651787         462706524         462761396         462821307         462871096         462926486   
448074963      448196683         448318410         448437665         462022211         462112855         462186578         462246869         462302431         462360678         462423138         462489519         462545146         462598491         462651795         462706698         462761438         462821463         462871104         462926494   
448074971      448196717         448318576         448437673         462022237         462112863         462186594         462246877         462302449         462360710         462423195         462489527         462545153         462598574         462651886         462706706         462761446         462821497         462871112         462926502   
448075002      448196733         448318626         448437772         462022260         462112889         462186602         462246893         462302456         462360744         462423211         462489535         462545179         462598582         462651910         462706714         462761453         462821539         462871146         462926510   
448075317      448196782         448318816         448437798         462022542         462112897         462186750         462246927         462302563         462360843         462423484         462489568         462545484         462598624         462651944         462706755         462761677         462821547         462871294         462926528   
448075390      448196915         448318899         448437855         462022559         462112913         462186800         462246943         462302597         462360876         462423500         462489600         462545500         462598632         462651969         462706763         462761685         462821596         462871302         462926536   
448075432      448196972         448319012         448437871         462022567         462112939         462186826         462246968         462302688         462360884         462423518         462489626         462545559         462598640         462651977         462706771         462761719         462821612         462871351         462926544   
448075457      448197319         448319038         448438028         462022575         462113317         462186875         462247164         462302704         462360967         462423526         462489931         462545567         462598798         462652009         462706946         462761727         462821836         462871369         462926650   
448075556      448197335         448319053         448438069         462022625         462113325         462186883         462247198         462302712         462360975         462423534         462489964         462545609         462598848         462652058         462706953         462761750         462821885         462871401         462926668   
448075606      448197368         448319087         448438101         462022633         462113358         462186891         462247206         462302720         462361007         462423591         462490038         462545666         462598855         462652066         462706987         462761768         462821919         462871443         462926676   
448075986      448197376         448319574         448438127         462022658         462113374         462186990         462247214         462302902         462361015         462423815         462490046         462545906         462598871         462652272         462707019         462761891         462821935         462871559         462926692   
448076091      448197392         448319624         448438135         462022708         462113416         462187048         462247255         462302936         462361023         462423914         462490053         462545955         462598947         462652280         462707043         462761925         462821943         462871583         462926718   
448076166      448197418         448319640         448438234         462022773         462113440         462187089         462247263         462302944         462361031         462423930         462490061         462545971         462598954         462652298         462707050         462761941         462821968         462871591         462926726   
448076224      448197681         448319673         448438556         462022856         462113705         462187097         462247487         462302951         462361189         462423989         462490285         462545997         462599168         462652306         462705625         462761966         462822073         462871609         462926809   
448076273      448197731         448319871         448438606         462022872         462113788         462187105         462247503         462302977         462361205         462423997         462490293         462546003         462599242         462652355         462705633         462761974         462822123         462871625         462926817   
448076299      448197764         448319970         448438622         462022914         462113804         462187139         462247545         462302985         462361221         462424037         462490327         462546029         462599259         462652405         462705658         462762006         462822149         462871666         462926825   
448076471      448197814         448320374         448438671         462023102         462113838         462187444         462247578         462303082         462361239         462421470         462490343         462546177         462599366         462652579         462705674         462762279         462822156         462871823         462926874   
448076497      448197822         448320465         448438689         462023110         462113929         462187477         462247602         462303090         462361254         462421496         462490368         462546185         462599382         462652587         462705690         462762295         462822198         462871849         462926890   
448076513      448198200         448320473         448438721         462023128         462113937         462187485         462247610         462303116         462361262         462421520         462490376         462546193         462599390         462652637         462705708         462762303         462822214         462871864         462926916   
448076547      448198382         448320606         448439307         462023144         462110974         462187493         462247776         462303124         462361361         462421538         462490590         462546219         462599580         462652645         462705807         462762311         462822396         462871880         462927047   
448076570      448198416         448320705         448439539         462023177         462110990         462187501         462247784         462303140         462361395         462421553         462490608         462546243         462599598         462652652         462705815         462762329         462822453         462871906         462927054   
448076596      448198457         448320721         448439554         462023185         462111030         462187543         462247792         462303157         462361429         462421595         462490616         462546250         462599614         462652660         462705856         462762337         462822461         462871922         462927062   
448072017      448198549         448320978         448439570         462023466         462111055         462187691         462247826         462303314         462361437         462421777         462490632         462546391         462599622         462652926         462705864         462762352         462822479         462872045         462927070   
448072033      448198556         448321018         448439588         462023490         462111097         462187709         462247834         462303348         462361445         462421801         462490665         462546409         462599655         462653007         462705872         462762360         462822503         462872060         462927096   
448072090      448198564         448321026         448439646         462023516         462111154         462187733         462247867         462303355         462361460         462421819         462490673         462546425         462599689         462653056         462705880         462762428         462822529         462872078         462927112   
448072157      448198978         448321174         448439901         462023532         462111402         462187741         462247990         462303363         462361627         462421827         462490715         462546433         462599788         462653064         462705971         462762451         462822701         462872094         462927245   
448072173      448198994         448321257         448439984         462023557         462111410         462187758         462248022         462303371         462361650         462421835         462490731         462546458         462599796         462653080         462705989         462762477         462822719         462872110         462927252   
448072249      448199018         448321273         448440024         462023607         462111444         462187790         462248097         462303413         462361684         462421843         462490772         462546466         462599812         462653106         462706029         462762493         462822727         462872144         462927260   
448072710      448199026         448321570         448440032         462023920         462111469         462187808         462248139         462303561         462361700         462422072         462490822         462546615         462599846         462653254         462706037         462762626         462822743         462872292         462927278   
448072751      448199067         448321588         448440081         462023938         462111501         462187816         462248147         462303579         462361734         462422098         462490848         462546623         462599853         462653262         462706045         462762634         462822750         462872342         462927286   
448072769      448199075         448321612         448440099         462024035         462111527         462187824         462248154         462303587         462361759         462422106         462490855         462546656         462599879         462653312         462706094         462762642         462822792         462872359         462927310   
448072819      448199083         448321620         448440636         462024043         462111774         462187857         462248329         462303603         462361874         462422155         462491036         462546672         462600024         462653320         462706219         462762659         462820903         462872367         462927427   
448072892      448199232         448321679         448440669         462024076         462111790         462187865         462248360         462303629         462361890         462422205         462491051         462546706         462600032         462653353         462706227         462762683         462820911         462872375         462927443   
448072900      448199265         448321687         448440792         462024118         462111824         462187907         462248402         462303652         462361908         462422262         462491077         462546714         462600057         462653361         462706235         462762691         462820937         462872391         462927450   

 


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448073122      448199307         448322032         448440800         462024282         462111840         462188061         462248469         462303769         462361916         462422551         462491093         462544628         462600065         462653536         462706243         462762816         462820945         462872532         462927500   
448073205      448199349         448322040         448440834         462024290         462111907         462188095         462248519         462303777         462361940         462422577         462491119         462544677         462600073         462653551         462706250         462762824         462820952         462872581         462927559   
448073213      448199372         448322073         448440875         462024316         462111998         462188103         462248600         462303793         462361965         462422601         462491127         462544701         462600099         462653593         462706268         462762865         462820978         462872607         462927575   
448073247      448199901         448322099         448441311         462024324         462112145         462188111         462246497         462303801         462362070         462422619         462491325         462544719         462600297         462653601         462706359         462762881         462821075         462872615         462927716   
448073387      448199984         448322131         448441329         462024365         462112186         462188145         462246505         462303819         462362088         462422627         462491333         462544750         462600305         462653619         462706391         462762899         462821091         462872623         462927740   
448073445      448200022         448322255         448441394         462024373         462112202         462188178         462246513         462303827         462362096         462422650         462491341         462544768         462600396         462653650         462706425         462762915         462821133         462872631         462927757   
448074179      448200071         448318097         448441469         462024530         462112210         462188509         462246521         462303959         462362104         462422817         462491374         462544958         462600404         462653775         462706433         462763129         462821141         462872656         462927765   
448074211      448200121         448318105         448441634         462024571         462112228         462188574         462246554         462304015         462362195         462422833         462491390         462544966         462600412         462653783         462706441         462763137         462821166         462872672         462927773   
448074336      448200147         448318204         448441675         462024621         462112236         462188608         462246562         462304023         462362229         462422882         462491408         462544982         462600420         462653809         462706458         462763160         462821174         462872680         462927799   
448074575      448200287         448318220         448442186         462024662         462112616         462188624         462246729         462304056         462362377         462422924         462491655         462544990         462600438         462653817         462706532         462763178         462821323         462872714         462927922   
448074658      448200386         448318287         448442228         462024746         462112673         462188699         462246745         462304064         462362393         462422940         462491663         462545039         462600446         462653825         462706623         462763186         462821331         462872730         462927930   
448074674      448200410         448318295         448442376         462024811         462112764         462188707         462246760         462304080         462362443         462423039         462491671         462545062         462600453         462653833         462706649         462763269         462821349         462872748         462927948   
448075093      448200469         448318634         448442384         462025297         462112798         462189002         462246778         462304114         462362476         462423237         462491697         462545211         462600461         462653973         462706664         462763434         462821414         462872961         462927955   
448075150      448200485         448318642         448442400         462025305         462112806         462189028         462246802         462304163         462362484         462423294         462491705         462545260         462600487         462653981         462706672         462763442         462821422         462873001         462927971   
448075168      448200519         448318659         448442442         462025370         462112814         462189044         462246836         462304189         462362492         462423302         462491713         462545302         462600495         462653999         462706680         462763459         462821455         462873027         462927989   
448075267      448200857         448318691         448442459         462025453         462113069         462189069         462246984         462304197         462362583         462423328         462491994         462545344         462600586         462654062         462706789         462763467         462821620         462873043         462926551   
448075291      448200956         448318725         448442483         462025461         462113077         462189119         462247040         462304205         462362591         462423385         462492000         462545369         462600594         462654088         462706797         462763533         462821653         462873050         462926577   
448075309      448200998         448318782         448442517         462025487         462113119         462189150         462247057         462304221         462362609         462423476         462492026         462545393         462600602         462654104         462706805         462763582         462821661         462873068         462926585   
448075655      448201129         448319095         448442582         462025784         462113143         462189424         462247073         462304403         462362625         462423609         462492067         462545674         462600610         462652090         462706896         462763715         462821745         462873316         462926593   
448075788      448201160         448319103         448442673         462025792         462113242         462189515         462247099         462304437         462362633         462423674         462492117         462545682         462600628         462652108         462706912         462763723         462821760         462873332         462926601   
448075911      448201269         448319251         448442715         462025834         462113275         462189556         462247131         462304445         462362641         462423682         462492133         462545716         462600644         462652132         462706920         462763731         462821786         462873340         462926643   
448075929      448201723         448319400         451624555         462025933         462113499         462189572         462247271         462304478         462361049         462423716         462492315         462545732         462600735         462652215         462707068         462763749         462821984         462873365         462926734   
448075952      448201731         448319467         451761456         462025966         462113523         462189655         462247305         462304528         462361072         462423732         462492331         462545831         462600743         462652223         462707076         462763756         462822016         462873399         462926759   
448075960      448201764         448319558         453040222         462026048         462113531         462189689         462247339         462304627         462361114         462423740         462492406         462545880         462600750         462652231         462707084         462763764         462822024         462873407         462926767   
448076315      448201889         448319996         453463796         462022922         462113564         462189895         462247354         462304791         462361122         462424078         462492471         462546037         462600768         462652421         462707092         462763871         462822032         462873506         462926775   
448076323      448201897         448320085         453707051         462022930         462113598         462189903         462247388         462304809         462361148         462424094         462492489         462546052         462600776         462652447         462707100         462763897         462822057         462873514         462926783   
448076372      448201954         448320119         453958589         462023003         462113655         462189937         462247412         462304825         462361163         462424102         462492497         462546060         462600792         462652462         462707142         462763913         462822065         462873548         462926791   
448076380      448202176         448320150         455345892         462023037         462113960         462189952         462247669         462304841         462361270         462424144         462492604         462546102         462600875         462652488         462707183         462763921         462822255         462873571         462926924   
448076406      448202184         448320267         455597419         462023060         462114000         462189960         462247685         462304858         462361304         462424169         462492612         462546110         462600925         462652538         462707191         462763939         462822263         462873613         462926940   
448076455      448202218         448320309         455832170         462023086         462114018         462190000         462247719         462304916         462361312         462424185         462492620         462546151         462600941         462652561         462707217         462763954         462822313         462873621         462926957   
448076638      448202259         448320747         455918623         462023219         462114034         462190158         462247727         462305087         462361320         462424193         462492638         462546292         462600958         462652728         462707241         462764135         462822321         462873738         462926981   
448076679      448202382         448320762         455976183         462023318         462114059         462190166         462247735         462305111         462361338         462424243         462492646         462546318         462600966         462652751         462707258         462764143         462822354         462873753         462926999   
448076729      448202390         448320846         456037845         462023334         462114091         462190182         462247750         462305129         462361353         462424268         462492703         462546326         462600974         462652769         462707290         462764150         462822362         462873761         462927013   
448076885      448202689         448320861         456274836         462023367         462114141         462190190         462247875         462305137         462361502         462424284         462492877         462546367         462601089         462652801         462707449         462764176         462822552         462873795         462927146   
448076927      448202739         448320895         456292093         462023391         462114216         462190224         462247909         462305145         462361510         462424292         462492950         462546375         462601097         462652835         462707456         462764192         462822578         462873829         462927179   
448076935      448202754         448320911         456302892         462023425         462114273         462190232         462247925         462305160         462361544         462424300         462492968         462546383         462601105         462652850         462707472         462764200         462822602         462873845         462927187   
448076943      448202853         448321307         456360080         462023615         462114307         462190406         462247933         462305293         462361551         462424524         462492976         462546474         462601113         462653114         462707530         462762527         462822628         462874124         462927203   
448076976      448202895         448321356         456450741         462023664         462114323         462190430         462247958         462305301         462361569         462424532         462492992         462546524         462601139         462653163         462707548         462762535         462822636         462874132         462927229   
448076992      448202929         448321380         456478197         462023698         462114372         462190448         462247966         462305319         462361577         462424557         462493016         462546557         462601147         462653189         462707563         462762576         462822651         462874223         462927237   
448077008      448203323         448321455         456816669         462023706         462114778         462190455         462248170         462305327         462361783         462424599         462490913         462546573         462601212         462653197         462707787         462762584         462822826         462874264         462927328   
448077065      448203349         448321554         456818632         462023789         462114844         462190489         462248196         462305335         462361809         462424631         462490939         462546581         462601220         462653213         462707829         462762592         462822867         462874280         462927336   
448077073      448203364         448321562         456836824         462023896         462114877         462190497         462248204         462305343         462361825         462424656         462490947         462546599         462601238         462653221         462707837         462762618         462822875         462874298         462927369   
448077529      448203380         448321695         456856590         462024159         462114901         462187915         462248212         462305517         462361841         462424920         462490954         462546722         462601246         462653387         462707845         462762717         462822909         462874413         462927377   
448077560      448203414         448321711         456869973         462024175         462114943         462187931         462248246         462305541         462361858         462424946         462490996         462546730         462601261         462653395         462707894         462762733         462822925         462874439         462927385   
448077578      448203471         448321745         456874031         462024183         462115007         462187964         462248311         462305582         462361866         462424961         462491002         462546748         462601287         462653429         462707936         462762741         462822958         462874447         462927401   
448077628      448199513         448321786         456981836         462024191         462115353         462187972         462248626         462305590         462361973         462424987         462491176         462546755         462601360         462653445         462708108         462762758         462822974         462874496         462927617   
448077743      448199588         448321802         456993567         462024217         462115403         462187980         462248642         462305608         462361981         462425018         462491192         462546771         462601378         462653486         462708124         462762790         462822982         462874504         462927625   
448077842      448199604         448321844         457021160         462024241         462115445         462188046         462248667         462305616         462362005         462425075         462491242         462546805         462601386         462653528         462708132         462762808         462823006         462874512         462927666   
448078337      448199802         448322313         457034262         462024423         462115460         462188186         462248709         462305681         462362021         462425307         462491259         462546813         462601394         462653668         462708140         462762956         462823014         462874629         462927674   
448078352      448199836         448322321         457051936         462024464         462115478         462188228         462248717         462305699         462362047         462425414         462491267         462546821         462601402         462653676         462708157         462762998         462823055         462874637         462927682   
448078436      448199885         448322354         457060572         462024480         462115544         462188244         462248725         462305707         462362062         462425422         462491309         462546854         462601410         462653684         462708165         462763004         462823071         462874660         462927690   
448078477      448200154         448322412         457130250         462024498         462115825         462188418         462248766         462305723         462362260         462425430         462491465         462546870         462601493         462653692         462708348         462763012         462823170         462874678         462927807   
448078493      448200188         448322438         457132231         462024506         462115833         462188467         462248782         462305731         462362278         462425448         462491473         462546904         462601519         462653726         462708355         462763095         462823212         462874702         462927823   
448078592      448200204         448322446         457143352         462024522         462115866         462188491         462248808         462305756         462362286         462425521         462491481         462546920         462601527         462653767         462708363         462763111         462823220         462874728         462927849   
448078899      448200212         448322578         457156222         462024845         462115890         462188798         462248824         462305871         462362302         462425810         462491499         462547142         462601535         462653858         462708397         462763285         462823279         462872755         462927864   
448079020      448200246         448322636         457160299         462024894         462115932         462188830         462248832         462305897         462362351         462425901         462491523         462547167         462601550         462653866         462708413         462763335         462823287         462872771         462927880   
448079061      448200261         448322644         457164390         462024985         462115940         462188939         462248865         462305947         462362369         462425927         462491606         462547209         462601568         462653882         462708421         462763343         462823295         462872805         462927914   
448079079      448200600         448322685         457290260         462025149         462116096         462188947         462249061         462305954         462362500         462425992         462491739         462547217         462600503         462653890         462708611         462763350         462823493         462872888         462927997   
448079111      448200634         448322701         457317386         462025172         462116112         462188954         462249079         462305962         462362518         462426016         462491788         462547266         462600511         462653940         462708629         462763368         462823501         462872912         462928003   
448079129      448200709         448322719         457359321         462025255         462116120         462188970         462249087         462306051         462362526         462426131         462491812         462547274         462600529         462653957         462708637         462763418         462823568         462872938         462928045   
448079509      448200717         448323055         457417947         462025578         462116153         462189176         462249152         462304296         462362542         462426339         462491853         462547407         462600537         462654138         462708660         462763616         462823584         462873076         462928060   
448079574      448200733         448323147         457418960         462025610         462116229         462189184         462249186         462304312         462362559         462426404         462491929         462547415         462600545         462654161         462708678         462763624         462823626         462873084         462928078   
448079582      448200741         448323162         457426450         462025636         462116237         462189192         462249194         462304353         462362575         462426420         462491937         462547456         462600578         462654203         462708694         462763640         462823634         462873100         462928086   

 


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448079616      448201293         448323196         448442822         462025677         462116476         462189259         462249426         462304379         462362690         462426453         462492158         462547480         462600651         462654260         462708835         462763657         462823782         462873209         462928102   
448079723      448201376         448323303         448442848         462025719         462116518         462189309         462249434         462304387         462362708         462426495         462492174         462547498         462600677         462654278         462708892         462763673         462823790         462873225         462928128   
448080036      448201467         448323311         448442889         462025743         462116542         462189382         462249442         462304395         462362716         462426529         462492216         462547563         462600693         462654286         462708900         462763707         462823808         462873282         462928136   
448080382      448201566         448323493         448442921         462026055         462116567         462189697         462249475         462304635         462362724         462426818         462492224         462547720         462600701         462654328         462708926         462763772         462823840         462873415         462928151   
448080416      448201632         448323535         448443010         462026063         462116609         462189739         462249483         462304676         462362757         462426842         462492232         462547761         462600719         462654351         462708934         462763780         462823907         462873449         462928169   
448080440      448201673         448323543         448443077         462026071         462116633         462189754         462249491         462304700         462362799         462426875         462492281         462547779         462600727         462654377         462708959         462763798         462823923         462873456         462928185   
448080515      448201970         448323626         454113325         462026113         462117003         462189804         462249624         462304718         462362807         462426925         462492539         462547829         462600800         462654385         462709056         462763830         462824103         462873464         462928276   
448080531      448201988         448323634         454382847         462026147         462117037         462189812         462249632         462304759         462362831         462426941         462492554         462547852         462600818         462654443         462709064         462763848         462824129         462873472         462928318   
448080580      448201996         448323642         455002832         462026188         462117060         462189887         462249640         462304767         462362856         462426958         462492562         462547860         462600826         462654526         462709189         462763863         462824152         462873498         462928326   
448080754      448202051         448323956         455102608         462026196         462117094         462190018         462249657         462304932         462362864         462427212         462492570         462548082         462600834         462654708         462709197         462764002         462824160         462873639         462928334   
448080762      448202127         448324046         455276071         462026279         462117102         462190059         462249673         462304965         462362880         462427220         462492588         462548090         462600842         462654716         462709205         462764028         462824228         462873647         462928342   
448080796      448202135         448324061         455309062         462026287         462117110         462190083         462249715         462304973         462362971         462427238         462492596         462548116         462600859         462654732         462709270         462764036         462824236         462873654         462928359   
448080853      448202416         448324079         456110279         462026303         462117474         462190109         462249897         462304981         462363086         462427253         462492729         462548124         462600982         462654765         462707316         462764044         462824574         462873696         462928433   
448080879      448202424         448324178         456185545         462026345         462117482         462190117         462249954         462305020         462363102         462427261         462492737         462548165         462600990         462654773         462707324         462764077         462824608         462873712         462928466   
448080887      448202465         448324186         456201961         462026394         462117508         462190141         462249970         462305053         462363110         462427295         462492778         462548173         462601006         462654799         462707332         462764119         462824616         462873720         462928474   
448081240      448202507         448324400         456210046         462026634         462117516         462190240         462249996         462305228         462363128         462424375         462492810         462548371         462601022         462654963         462707357         462764218         462824640         462873852         462928516   
448081273      448202614         448324459         456243146         462026642         462117557         462190257         462250036         462305236         462363136         462424425         462492828         462548389         462601048         462654971         462707415         462764226         462824657         462873860         462928524   
448081281      448202630         448324574         456273796         462026675         462117565         462190265         462250051         462305244         462363151         462424433         462492836         462548454         462601071         462654989         462707423         462764234         462824681         462873951         462928532   
448081471      448202978         448324582         456526367         462026725         462114406         462190273         462250507         462305269         462363334         462424441         462493024         462548470         462601154         462655010         462707597         462764259         462824905         462874009         462928649   
448081513      448203018         448324657         456541598         462026741         462114463         462190323         462250523         462305277         462363375         462424466         462493073         462548512         462601162         462655036         462707654         462764275         462824939         462874041         462928656   
448081521      448203059         448324673         456551282         462026758         462114539         462190364         462250531         462305285         462363383         462424490         462493180         462548538         462601170         462655044         462707704         462764283         462824954         462874108         462928664   
448077156      448203075         448325399         456759406         462026980         462114547         462190505         462250598         462305384         462363409         462424698         462493214         462548686         462601188         462655275         462707720         462764291         462824962         462874306         462928672   
448077172      448203133         448325407         456763671         462027012         462114695         462190513         462250705         462305400         462363417         462424748         462493222         462548694         462601196         462655283         462707753         462764325         462824988         462874322         462928680   
448077206      448203224         448325431         456781467         462027038         462114737         462190547         462250747         462305418         462363425         462424763         462493248         462548710         462601204         462655291         462707761         462764333         462825043         462874348         462928714   
448077362      448203539         448325522         456877885         462027095         462115015         462190554         462250952         462305426         462363573         462424821         462493263         462548728         462601295         462655309         462707944         462764341         462825175         462874371         462928839   
448077487      448203596         448325571         456879154         462027111         462115023         462190570         462250960         462305467         462363607         462424862         462493297         462548751         462601303         462655317         462707977         462764358         462825225         462874389         462928847   
448077495      448203760         448325605         456890540         462027129         462115064         462190638         462251000         462305483         462363615         462424888         462493321         462548769         462601329         462655325         462707993         462764366         462825233         462874397         462928888   
448077941      448203935         448325894         456892546         462027277         462115247         462190646         462251026         462305624         462363623         462425091         462493347         462548983         462601337         462655473         462708025         462764457         462825241         462874546         462928912   
448078063      448203950         448325910         456966340         462027285         462115296         462190687         462251083         462305632         462363649         462425117         462493354         462548991         462601345         462655507         462708066         462764465         462825258         462874553         462928920   
448078154      448204081         448325944         456977131         462027301         462115312         462190760         462251091         462305640         462363664         462425141         462493362         462549023         462601352         462655531         462708090         462764473         462825274         462874561         462928938   
448078196      448204123         448325977         457068278         462027335         462115601         462190778         462251265         462305657         462363854         462425174         462493495         462549031         462601428         462655556         462708223         462764481         462823089         462874579         462929068   
448078295      448204131         448326009         457089324         462027384         462115650         462190786         462251281         462305665         462363862         462425224         462493529         462549049         462601436         462655572         462708256         462764499         462823121         462874587         462929076   
448078303      448204149         448326090         457111771         462027418         462115684         462190802         462251307         462305673         462363870         462425240         462493560         462549056         462601451         462655580         462708264         462764507         462823139         462874603         462929084   
448078618      448204180         448326371         457113975         462027657         462115700         462190984         462251315         462305780         462363888         462425612         462493586         462546946         462601469         462655812         462708298         462764614         462823147         462874736         462929092   
448078634      448204198         448326538         457126274         462027715         462115726         462190992         462251323         462305806         462363896         462425703         462493594         462547001         462601477         462655820         462708314         462764622         462823154         462874744         462929118   
448078642      448204230         448326603         457127132         462027756         462115817         462191008         462251331         462305814         462363912         462425737         462493636         462547027         462601485         462655861         462708330         462764630         462823162         462874785         462929126   
448078725      448204479         448326637         457190247         462027798         462115957         462191149         462248873         462305830         462364050         462425778         462493818         462547076         462601576         462655903         462708439         462764655         462823352         462874801         462929233   
448078733      448204487         448326660         457196335         462027848         462115973         462191156         462248899         462305855         462364118         462425786         462493842         462547118         462601584         462655911         462708512         462764663         462823386         462874827         462929258   
448078840      448204511         448326686         457223444         462027889         462115981         462191172         462248915         462305863         462364159         462425794         462493859         462547126         462601592         462655937         462708538         462764671         462823394         462874843         462929316   
448079137      448204529         448322792         457226819         462028234         462116021         462191362         462248923         462306093         462364167         462426180         462493875         462547290         462601600         462656042         462708546         462764788         462823410         462874884         462929324   
448079202      448204586         448322859         457229482         462028283         462116054         462191396         462248931         462306135         462364183         462426206         462493883         462547316         462601618         462656059         462708553         462764796         462823444         462874892         462929332   
448079228      448204602         448322917         457249613         462028309         462116070         462191412         462248980         462306143         462364191         462426214         462493917         462547324         462601626         462656067         462708595         462764804         462823485         462874900         462929340   
448079269      448204867         448322925         457463230         462028341         462116278         462191479         462249244         462306150         462364449         462426255         462494048         462547332         462601634         462656083         462708710         462764820         462823642         462874967         462929456   
448079392      448204982         448322941         457464816         462028358         462116302         462191495         462249293         462306168         462364589         462426289         462494089         462547340         462601642         462656091         462708736         462764838         462823659         462874983         462929464   
448079434      448205070         448323014         457493922         462028366         462116310         462191503         462249319         462306184         462364639         462426313         462494097         462547357         462601667         462656133         462708751         462764846         462823691         462875014         462929506   
448080101      448205096         448323378         457500338         462028556         462116344         462191685         462249350         462306200         462364662         462426545         462494147         462547571         462601675         462656265         462708769         462764960         462823717         462875162         462929514   
448080119      448205195         448323386         457513133         462028606         462116369         462191701         462249368         462306218         462364712         462426552         462494162         462547605         462601683         462656273         462708777         462764978         462823725         462875188         462929548   
448080150      448205203         448323428         457518454         462028614         462116450         462191735         462249376         462306259         462364738         462426586         462494170         462547621         462601691         462656281         462708793         462764986         462823758         462875196         462929589   
448080291      448205609         448323436         457525657         462028648         462116658         462191768         462249525         462306267         462364936         462426743         462494295         462547639         462601790         462656299         462708967         462764994         462823972         462875212         462928193   
448080309      448205666         448323477         457558880         462028663         462116674         462191776         462249533         462306275         462364951         462426750         462494337         462547662         462601808         462656315         462708991         462765017         462823980         462875220         462928201   
448080341      448205674         448323485         457560217         462028705         462116823         462191792         462249541         462306291         462364969         462426776         462494345         462547704         462601824         462656323         462709007         462765025         462823998         462875238         462928219   
448080648      448205682         448323675         457565943         462029067         462116864         462191941         462249566         462306408         462364977         462426982         462494352         462547902         462601832         462654567         462709015         462765199         462824012         462875345         462928227   
448080655      448205716         448323790         457571396         462029125         462116930         462191990         462249582         462306424         462364985         462427055         462494360         462547936         462601840         462654609         462709031         462765272         462824046         462875352         462928250   
448080697      448205807         448323832         457581429         462029158         462116971         462192063         462249590         462306440         462364993         462427089         462494386         462547944         462601865         462654617         462709049         462765280         462824053         462875378         462928268   
448080705      448206110         448323840         457693406         462029166         462117185         462192121         462249756         462306457         462362997         462427105         462494568         462548009         462601964         462654658         462709288         462765298         462824269         462875386         462928367   
448080713      448206185         448323899         457702355         462029190         462117284         462192147         462249764         462306473         462363003         462427147         462494600         462548017         462601972         462654666         462709312         462765306         462824418         462875394         462928375   
448080747      448206193         448323915         457711620         462029208         462117292         462192170         462249822         462306499         462363011         462427196         462494618         462548025         462601980         462654690         462709320         462765314         462824442         462875402         462928383   
448080911      448206250         448324210         457714947         462026444         462117342         462192410         462249855         462306614         462363052         462427337         462494626         462548181         462601998         462654815         462709338         462765454         462824459         462875592         462928409   
448080994      448206284         448324277         457724383         462026477         462117367         462192477         462249863         462306622         462363060         462427352         462494642         462548199         462602004         462654823         462709346         462765470         462824491         462875618         462928417   
448081034      448206300         448324285         457748333         462026493         462117417         462192485         462249871         462306630         462363078         462427451         462494659         462548280         462602012         462654849         462709361         462765504         462824558         462875659         462928425   
448081109      448206516         448324293         457854362         462026501         462117573         462192535         462250135         462306648         462363185         462427485         462494857         462548306         462602277         462654898         462709379         462765520         462824749         462875675         462928540   
448081117      448206623         448324350         457889152         462026527         462117599         462192550         462250218         462306655         462363201         462427501         462494881         462548314         462602285         462654930         462709387         462765538         462824798         462875691         462928557   
448081208      448206649         448324368         457949808         462026584         462117623         462192568         462250226         462306697         462363219         462427527         462494907         462548355         462602301         462654955         462709403         462765561         462824822         462875758         462928581   

 


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448081562      448206748         448324707         457959567         462026766         462117714         462192758         462250242         462306861         462363284         462427584         462494915         462548546         462602327         462655051         462709411         462765678         462824848         462875964         462928599   
448081570      448206755         448324715         457964419         462026774         462117763         462192790         462250424         462306879         462363292         462427634         462494949         462548553         462602335         462655101         462709437         462765702         462824863         462875998         462928607   
448081638      448206763         448324723         457968048         462026832         462117821         462192808         462250465         462306887         462363318         462427642         462494956         462548561         462602384         462655150         462709478         462765710         462824871         462876004         462928615   
448081653      448207050         448324749         458035888         462026923         462117839         462192816         462250770         462306903         462363441         462427667         462495169         462548587         462602558         462655226         462709650         462765744         462825050         462876012         462928730   
448081695      448207100         448325035         458045911         462026931         462117870         462192857         462250846         462306911         462363466         462427741         462495177         462548637         462602566         462655234         462709734         462765769         462825076         462876038         462928763   
448081802      448207126         448325092         458059227         462026956         462117888         462192873         462250853         462306929         462363474         462427766         462495193         462548660         462602582         462655259         462709759         462765777         462825134         462876053         462928789   
448081844      448207191         448325639         458067626         462027137         462117896         462193137         462250887         462307117         462363482         462427980         462495201         462548801         462602608         462655341         462709767         462764374         462825142         462876178         462928797   
448081919      448207308         448325704         458087210         462027145         462117946         462193145         462250903         462307125         462363490         462428061         462495219         462548827         462602624         462655358         462709775         462764382         462825159         462876228         462928805   
448081968      448207324         448325761         458103280         462027178         462117979         462193152         462250937         462307141         462363524         462428079         462495235         462548876         462602657         462655390         462709825         462764390         462825167         462876236         462928821   
448082016      448207589         448325779         458257524         462027186         462118167         462193194         462251158         462307158         462363672         462428095         462493388         462548884         462602822         462655408         462710062         462764408         462825282         462876251         462928953   
448082164      448207647         448325795         458279155         462027228         462118175         462193277         462251174         462307174         462363680         462428129         462493396         462548926         462602897         462655457         462710070         462764424         462825290         462876277         462928961   
448082230      448207753         448325886         458284833         462027244         462118225         462193285         462251182         462307182         462363706         462428137         462493420         462548967         462602921         462655465         462710088         462764432         462825308         462876285         462928987   
448082867      448207761         448326132         458287745         462027434         462118241         462190828         462251208         462307349         462363748         462428426         462493446         462549072         462602939         462655630         462710120         462764515         462825316         462876434         462929001   
448082883      448207779         448326165         458301314         462027475         462118274         462190877         462251224         462307356         462363797         462428442         462493461         462549080         462602962         462655648         462710138         462764523         462825332         462876475         462929019   
448082958      448207852         448326264         458318268         462027491         462118308         462190885         462251240         462307372         462363821         462428459         462493487         462549148         462602970         462655689         462710153         462764549         462825340         462876483         462929043   
448082990      448204248         448326306         458405420         462027608         462118571         462190901         462251349         462307398         462363987         462428475         462493651         462549155         462603143         462655713         462710294         462764564         462825357         462876509         462929134   
448083063      448204263         448326314         458449931         462027616         462118621         462190950         462251356         462307414         462363995         462428517         462493677         462549163         462603150         462655754         462710302         462764572         462825365         462876533         462929159   
448083089      448204271         448326330         458463247         462027640         462118647         462190968         462251398         462307430         462364001         462428525         462493735         462549189         462603168         462655762         462710310         462764580         462825373         462876558         462929167   
448083576      448204321         448326694         458493582         462027905         462118654         462191206         462251414         462307679         462364027         462428723         462493743         462549197         462603184         462655960         462710344         462764697         462825381         462876673         462929175   
448083584      448204370         448326751         458510914         462027913         462118662         462191263         462251448         462307687         462364035         462428780         462493776         462549247         462603192         462655978         462710377         462764705         462825415         462876699         462929183   
448083683      448204438         448326827         458520103         462027988         462118670         462191305         462251455         462307711         462364043         462428798         462493792         462549254         462603200         462655994         462710401         462764721         462825449         462876707         462929209   
448083782      448204628         448326843         458669553         462027996         462118829         462191313         462251489         462307737         462364217         462428806         462493925         462549262         462603333         462656000         462710542         462764739         462825530         462876723         462929357   
448083824      448204735         448326884         458705555         462028093         462118894         462191347         462251505         462307752         462364241         462428814         462493941         462549288         462603341         462656026         462710567         462764747         462825563         462876731         462929373   
448083832      448204768         448326918         458751880         462028226         462118928         462191354         462251539         462307760         462364266         462428848         462493958         462549296         462603374         462656034         462710575         462764762         462825639         462876749         462929381   
448084111      448204784         448327015         458764933         462028408         462118985         462191529         462251554         462307901         462364316         462429051         462493974         462549494         462603481         462656174         462710583         462764853         462825647         462875055         462929415   
448084145      448204834         448327106         458765930         462028432         462119009         462191537         462251562         462307950         462364373         462429077         462493982         462549510         462603515         462656190         462710591         462764861         462825688         462875063         462929423   
448084186      448204842         448327122         458804929         462028440         462119033         462191545         462251588         462307968         462364415         462429093         462494006         462549528         462603549         462656208         462710658         462764887         462825712         462875113         462929431   
448084194      448205252         448327130         458976214         462028465         462119207         462191586         462251745         462307976         462364746         462429176         462494212         462549536         462601717         462656216         462710963         462764903         462825837         462875121         462929605   
448084285      448205294         448327148         459014916         462028507         462119389         462191628         462251778         462308008         462364753         462429275         462494220         462549577         462601725         462656224         462710971         462764929         462825845         462875139         462929613   
448084400      448205377         448327189         459015426         462028523         462119447         462191677         462251836         462308016         462364787         462429309         462494253         462549593         462601741         462656257         462710997         462764952         462825852         462875154         462929639   
448084673      448205443         448327528         459036679         462028747         462119496         462191818         462251851         462306309         462364795         462429473         462494261         462549825         462601766         462656356         462711011         462765033         462825860         462875253         462929654   
448084707      448205492         448327643         459039061         462028788         462119611         462191834         462251877         462306317         462364860         462429481         462494279         462549833         462601774         462656372         462711029         462765058         462825886         462875261         462929662   
448084798      448205567         448327650         459041422         462028804         462119637         462191859         462251919         462306341         462364902         462429499         462494287         462549874         462601782         462656380         462711037         462765066         462825894         462875295         462929670   
448084814      448205856         448327775         457608883         462028895         462119868         462191867         462252057         462306366         462365016         462429531         462494394         462549999         462601873         462656422         462711193         462765082         462825993         462875311         462929696   
448084848      448205922         448327783         457617280         462029000         462119884         462191917         462252065         462306382         462365024         462429598         462494410         462550005         462601881         462656448         462711201         462765108         462826033         462875329         462929704   
448084855      448205971         448327825         457635001         462029042         462119900         462191925         462252073         462306390         462365040         462429606         462494477         462550054         462601907         462656489         462711219         462765157         462826058         462875337         462929738   
448085175      448206011         448328146         457641827         462029216         462119934         462192196         462252081         462306515         462365057         462429747         462494485         462550187         462601931         462656505         462711243         462765330         462826074         462875485         462929746   
448085217      448206029         448328153         457658110         462029224         462119983         462192212         462252123         462306523         462365065         462429762         462494527         462550229         462601949         462656539         462711276         462765348         462826090         462875519         462929761   
448085233      448206052         448328161         457693091         462029257         462119991         462192220         462252131         462306531         462365099         462429788         462494535         462550278         462601956         462656604         462711300         462765371         462826108         462875527         462929795   
448085241      448206342         448328179         457749000         462029265         462120239         462192253         462252289         462306549         462365149         462429796         462494667         462550302         462602095         462656620         462711466         462765405         462826280         462875535         462929969   
448085274      448206359         448328187         457768760         462029315         462120262         462192279         462252354         462306564         462365156         462429812         462494675         462550328         462602129         462656638         462711474         462765421         462826298         462875543         462930033   
448085282      448206433         448328211         457785251         462029331         462120304         462192337         462252362         462306598         462365214         462429838         462494683         462550344         462602137         462656646         462711482         462765447         462826322         462875576         462930041   
448085803      448206474         448328534         457805000         462029356         462120312         462192584         462252370         462306705         462365248         462429994         462494824         462550500         462602145         462656810         462711532         462765579         462826330         462875774         462930066   
448085860      448206482         448328575         457822534         462029364         462120437         462192592         462252396         462306721         462365370         462430026         462494832         462550559         462602244         462656836         462711557         462765587         462826355         462875782         462930074   
448085928      448206508         448328591         457837326         462029380         462120536         462192600         462252404         462306754         462365412         462430042         462494840         462550658         462602251         462656844         462711581         462765603         462826371         462875865         462930082   
448086017      448206789         448328625         457977817         462029463         462120809         462192618         462252560         462306788         462365529         462430125         462495029         462550666         462602400         462656869         462709502         462765611         462826504         462875915         462930215   
448086025      448206839         448328633         458010733         462029471         462120841         462192626         462252586         462306846         462365537         462430166         462495045         462550716         462602426         462656885         462709544         462765637         462826520         462875949         462930223   
448086124      448206870         448328690         458015195         462029497         462120890         462192733         462252610         462306853         462365545         462430281         462495060         462550740         462602459         462656893         462709551         462765660         462826546         462875956         462930280   
448086470      448206946         448329086         458017423         462029646         462120916         462192899         462252651         462306960         462365552         462427816         462495086         462550922         462602467         462657099         462709569         462765785         462826553         462876095         462930298   
448086512      448206995         448329102         458019247         462029653         462120924         462192931         462252685         462306994         462365578         462427857         462495128         462550948         462602475         462657115         462709585         462765801         462826579         462876111         462930314   
448086520      448207043         448329136         458030459         462029679         462120932         462192949         462252701         462307026         462365594         462427881         462495136         462550963         462602533         462657156         462709635         462765819         462826595         462876137         462930348   
448086561      448207332         448329177         458152816         462029703         462118019         462192980         462252933         462307034         462365685         462427915         462495292         462550971         462602665         462657164         462709858         462765835         462826785         462876145         462930462   
448086629      448207373         448329235         458157179         462029729         462118043         462193020         462253006         462307059         462365693         462427923         462495300         462551003         462602681         462657214         462709932         462765843         462826801         462876152         462930488   
448086694      448207431         448329268         458159431         462029745         462118068         462193038         462253030         462307075         462365701         462427972         462495318         462551011         462602707         462657230         462709957         462765850         462826819         462876160         462930496   
448082362      448207506         448329474         458161262         462029828         462118100         462193319         462253063         462307190         462365719         462428186         462495326         462551292         462602715         462657537         462709981         462765868         462826827         462876293         462930553   
448082479      448207530         448329516         458174018         462029836         462118118         462193335         462253113         462307224         462365727         462428236         462495334         462551300         462602756         462657636         462710021         462765876         462826835         462876319         462930561   
448082545      448207548         448329532         458194511         462029844         462118126         462193350         462253139         462307265         462365743         462428251         462495342         462551375         462602772         462657701         462710054         462765892         462826843         462876327         462930587   
448082677      448207878         448329573         458322765         462029893         462118316         462193368         462253360         462307315         462365941         462428277         462495391         462551383         462603010         462657743         462710161         462765918         462826967         462876368         462930710   
448082693      448207902         448329581         458331352         462029901         462118332         462193384         462253394         462307323         462365958         462428319         462495417         462551409         462603069         462657750         462710187         462765926         462826983         462876384         462930728   
448082750      448207936         448329599         458333465         462029935         462118357         462193400         462253444         462307331         462365990         462428392         462495425         462551425         462603077         462657792         462710229         462765942         462827015         462876400         462930751   
448083121      448207951         448329839         458349388         462030073         462118464         462193426         462253451         462307471         462366022         462428558         462495441         462551557         462603085         462658113         462710237         462766148         462827031         462876566         462930769   
448083154      448208017         448329847         458360476         462030107         462118498         462193442         462253469         462307513         462366030         462428566         462495458         462551565         462603119         462658121         462710252         462766189         462827049         462876590         462930793   
448083204      448208058         448329995         458365954         462030115         462118555         462193467         462253485         462307521         462366048         462428624         462495482         462551573         462603135         462658154         462710260         462766239         462827056         462876608         462930850   

 


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448083261      448208231         448330043         458549656         462030123         462118688         462193491         462253626         462307588         462366162         462428632         462495599         462551615         462603226         462658162         462710443         462766247         462825456         462876616         462930991   
448083311      448208264         448330050         458557030         462030131         462118704         462193525         462253634         462307596         462366220         462428665         462495623         462551706         462603234         462658188         462710450         462766254         462825464         462876640         462931015   
448083378      448208306         448330068         458592052         462030156         462118746         462193608         462253642         462307661         462366253         462428715         462495631         462551722         462603275         462658196         462710468         462766262         462825480         462876665         462931023   
448083857      448208330         448330456         458617750         462030305         462118779         462193731         462253683         462307786         462366261         462428871         462495656         462549338         462603283         462658451         462710500         462766429         462825506         462876806         462931031   
448083873      448208439         448330555         458627031         462030321         462118795         462193772         462253709         462307802         462366287         462428889         462495664         462549353         462603309         462658485         462710526         462766437         462825514         462876814         462931049   
448083964      448208546         448330589         458642485         462030339         462118803         462193814         462253725         462307810         462366295         462428913         462495672         462549387         462603325         462658501         462710534         462766445         462825522         462876848         462931064   
448083980      448208868         448330647         458902335         462030347         462119058         462193848         462251604         462307844         462366469         462428947         462495854         462549395         462603556         462658535         462710740         462766452         462825720         462876855         462931270   
448084012      448208959         448330654         458910429         462030354         462119074         462193855         462251612         462307877         462366493         462428954         462495870         462549403         462603572         462658592         462710781         462766486         462825738         462876863         462931288   
448084087      448209106         448330688         458958402         462030370         462119082         462193863         462251620         462307885         462366501         462429010         462495888         462549437         462603598         462658642         462710799         462766494         462825746         462876871         462931296   
448084418      448209114         448327270         458962594         462030495         462119090         462193970         462251646         462308024         462366550         462429325         462495912         462549635         462603606         462658881         462710922         462766684         462825787         462876913         462931320   
448084442      448209148         448327312         458967791         462030529         462119116         462193988         462251687         462308032         462366584         462429341         462495920         462549643         462603630         462658907         462710948         462766742         462825795         462876939         462931353   
448084467      448209213         448327353         458970233         462030545         462119132         462193996         462251729         462308057         462366600         462429382         462495938         462549650         462603663         462658923         462710955         462766775         462825829         462876947         462931361   
448084517      448209429         448327452         459047346         462030552         462119645         462194002         462251927         462308065         462366766         462429408         462496068         462549718         462603697         462658931         462711045         462766783         462825902         462876954         462931486   
448084566      448209437         448327460         459051934         462030560         462119652         462194010         462251943         462308081         462366790         462429416         462496076         462549767         462603705         462658956         462711052         462766791         462825910         462876962         462931510   
448084632      448209478         448327510         459065678         462030594         462119686         462194051         462251968         462308099         462366816         462429432         462496092         462549809         462603754         462659012         462711110         462766809         462825928         462876970         462931528   
448084947      448209510         448327866         459066809         462030677         462119702         462194283         462251976         462308107         462366832         462429622         462496126         462550088         462603796         462659129         462711128         462766965         462825944         462877184         462931585   
448084954      448209601         448327908         459081287         462030685         462119751         462194341         462251984         462308115         462366840         462429630         462496134         462550112         462603812         462659145         462711151         462766973         462825951         462877259         462931593   
448085027      448209635         448327965         459094934         462030693         462119769         462194366         462252016         462308164         462366865         462429663         462496159         462550138         462603838         462659152         462711185         462766981         462825969         462877291         462931601   
448085118      448209965         448327999         459106597         462030701         462120031         462194374         462252172         462308172         462367046         462429671         462496290         462550146         462604034         462659194         462711334         462767005         462826124         462877309         462929803   
448085134      448210013         448328013         459117602         462030719         462120056         462194408         462252206         462308180         462367129         462429705         462496357         462550161         462604067         462659210         462711367         462767021         462826132         462877317         462929894   
448085167      448210062         448328120         459121257         462030727         462120064         462194424         462252214         462308206         462367137         462429713         462496365         462550179         462604075         462659244         462711375         462767062         462826181         462877325         462929910   
448085423      448210096         448328237         459129730         462030818         462120122         462194689         462252230         462308313         462367178         462429846         462496373         462550351         462604125         462656653         462711391         462767252         462826207         462877440         462929936   
448085431      448210120         448328252         459130704         462030826         462120148         462194697         462252248         462308321         462367194         462429911         462496381         462550369         462604141         462656737         462711425         462767294         462826223         462877457         462929944   
448085456      448210153         448328278         459142113         462030842         462120189         462194721         462252263         462308339         462367202         462429929         462496407         462550385         462604190         462656752         462711458         462767310         462826249         462877465         462929951   
448085662      448210716         448328443         459226791         462030859         462120569         462194739         462252420         462308362         462365438         462429937         462496514         462550393         462604281         462656760         462711599         462767351         462826421         462877499         462930108   
448085670      448210724         448328492         459230306         462030867         462120585         462194762         462252438         462308388         462365446         462429978         462496522         462550435         462604315         462656778         462711623         462767369         462826439         462877507         462930157   
448085696      448210799         448328500         459237079         462030883         462120700         462194770         462252446         462308404         462365461         462429986         462496530         462550484         462604356         462656802         462711680         462767385         462826462         462877531         462930165   
448086132      448210872         448328823         459253878         462029505         462120726         462194887         462252479         462308487         462365487         462430315         462496589         462550773         462604364         462656901         462711714         462767492         462826470         462877754         462930173   
448086199      448210880         448328849         459256319         462029513         462120759         462194937         462252545         462308495         462365503         462430323         462496605         462550815         462604380         462656919         462711748         462767500         462826488         462877788         462930181   
448086215      448210914         448328971         459265377         462029554         462120791         462194945         462252552         462308529         462365511         462430356         462496621         462550856         462604471         462656976         462711755         462767526         462826496         462877796         462930199   
448086231      448211136         448329003         459353447         462029604         462120999         462194960         462252818         462308545         462365610         462430364         462496795         462550864         462604679         462657024         462711763         462767542         462826645         462877812         462930355   
448086421      448211201         448329045         459379376         462029612         462121088         462194978         462252859         462308552         462365628         462430372         462496829         462550898         462604687         462657040         462711789         462767559         462826652         462877820         462930389   
448086447      448211375         448329052         459399598         462029620         462121096         462195009         462252875         462308560         462365636         462430406         462496852         462550914         462604711         462657081         462711805         462767583         462826678         462877846         462930397   
448086728      448211391         448329300         459403861         462029752         462121112         462195124         462252883         462308669         462365644         462430463         462496860         462551029         462604737         462657313         462711847         462767765         462826702         462877986         462930421   
448086744      448211425         448329326         459419586         462029760         462121252         462195132         462252891         462308677         462365651         462430489         462496894         462551078         462604745         462657362         462711888         462767781         462826751         462878000         462930439   
448086751      448211524         448329342         459485967         462029778         462121310         462195173         462252917         462308693         462365669         462430513         462496902         462551094         462604752         462657370         462711953         462767799         462826769         462878059         462930447   
448086827      448211912         448329367         459561593         462029786         462121393         462195181         462253204         462308701         462365826         462430521         462497074         462551201         462604919         462657479         462712274         462767815         462826876         462878083         462930603   
448086967      448211946         448329391         459563144         462029794         462121401         462195207         462253212         462308719         462365875         462430562         462497090         462551268         462604927         462657487         462712282         462767914         462826892         462878091         462930629   
448086975      448211995         448329409         459572350         462029802         462121492         462195256         462253220         462308727         462365883         462430570         462497116         462551276         462604976         462657503         462712290         462767930         462826900         462878109         462930652   
448087080      448212035         448329615         459577953         462029968         462121526         462195371         462253238         462308834         462365891         462430828         462497173         462551433         462605007         462657818         462712308         462765967         462826918         462878307         462930678   
448087122      448212068         448329631         459579967         462029984         462121534         462195397         462253329         462308867         462365917         462430836         462497199         462551458         462605023         462657933         462712324         462766015         462826926         462878323         462930686   
448087130      448212159         448329722         459581252         462029992         462121583         462195405         462253352         462308875         462365925         462430844         462497215         462551466         462605056         462657990         462712357         462766049         462826934         462878349         462930702   
448087247      448212407         448329797         459598389         462030024         462121989         462195413         462253493         462308883         462366055         462430851         462495490         462551474         462605247         462658048         462712480         462766098         462827064         462878356         462930868   
448087304      448212464         448329813         459601423         462030040         462122011         462195421         462253527         462308891         462366063         462430869         462495508         462551508         462605338         462658063         462712498         462766114         462827072         462878364         462930876   
448087361      448212506         448329821         459605994         462030057         462122029         462195454         462253535         462308925         462366071         462430877         462495524         462551540         462605353         462658089         462712522         462766122         462827098         462878380         462930900   
448087627      448212514         448330134         459614756         462030172         462122045         462193624         462253550         462309030         462366089         462431040         462495532         462551748         462605361         462658246         462712530         462766270         462827114         462878521         462930918   
448087635      448212571         448330159         459615415         462030198         462122094         462193640         462253568         462309048         462366113         462431057         462495565         462551763         462605379         462658303         462712589         462766288         462827122         462878588         462930942   
448087643      448212589         448330175         459617130         462030230         462122136         462193665         462253600         462309055         462366147         462431107         462495581         462551771         462605403         462658337         462712639         462766320         462827148         462878604         462930959   
448087650      448208553         448330258         459656575         462030248         462122375         462193673         462253733         462309063         462366329         462431131         462495680         462551797         462605510         462658360         462712811         462766353         462827155         462878612         462931080   
448087700      448208595         448330399         459670725         462030263         462122458         462193699         462253766         462309071         462366352         462431172         462495698         462551813         462605528         462658378         462712852         462766379         462827163         462878638         462931114   
448087742      448208694         448330449         459681904         462030271         462122573         462193715         462253782         462309105         462366378         462431206         462495722         462551821         462605551         462658428         462712860         462766411         462827171         462878646         462931130   
448087973      448208710         448330738         459845517         462030388         462122607         462193889         462253790         462309188         462366428         462431305         462495805         462551839         462605569         462658717         462712878         462766510         462827221         462878828         462931163   
448087999      448208751         448330753         459960357         462030396         462122649         462193897         462253808         462309220         462366436         462431321         462495813         462551854         462605593         462658782         462712894         462766536         462827254         462878851         462931221   
448088021      448208785         448330787         459963492         462030412         462122706         462193913         462253816         462309238         462366451         462431370         462495839         462551896         462605635         462658816         462712910         462766585         462827262         462878927         462931254   
448088070      448209239         448330803         459981353         462030438         462123167         462193921         462253832         462309253         462366659         462431412         462495953         462551953         462605858         462658857         462713116         462766601         462827395         462878935         462931379   
448088088      448209247         448330852         459983649         462030446         462123175         462193939         462253857         462309261         462366667         462431420         462495979         462551961         462605866         462658865         462713132         462766619         462827452         462878943         462931387   
448088138      448209338         448330985         459983730         462030453         462123209         462193954         462253865         462309295         462366675         462431479         462495995         462551979         462605874         462658873         462713181         462766650         462827460         462878950         462931395   
448088930      448209353         448331025         459989398         462030610         462123258         462194093         462253881         462309378         462366691         462431651         462496001         462552233         462605916         462659020         462713199         462766841         462827478         462877010         462931429   
448088948      448209379         448331041         459990552         462030628         462123282         462194119         462253899         462309386         462366709         462431685         462496043         462552241         462605924         462659038         462713207         462766858         462827486         462877044         462931460   
448089003      448209403         448331082         459990560         462030636         462123316         462194143         462253907         462309394         462366741         462431693         462496050         462552258         462605940         462659046         462713264         462766866         462827510         462877077         462931478   
448089011      448209676         448331090         460003106         462030644         462123795         462194150         462254111         462309428         462366873         462431701         462496175         462552282         462603853         462659061         462713371         462766890         462827619         462877093         462931635   
448089037      448209692         448331124         460003965         462030651         462123829         462194242         462254129         462309436         462366881         462431727         462496183         462552316         462603895         462659079         462713405         462766908         462827627         462877101         462931643   
448089045      448209742         448331165         460004575         462030669         462123894         462194275         462254137         462309469         462366949         462431735         462496225         462552324         462603903         462659103         462713421         462766940         462827635         462877119         462931692   

 


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448089359      448209759         448331447         460006356         462030735         462123969         462194432         462254160         462308214         462366972         462431826         462496258         462552506         462603994         462659293         462713447         462767070         462827650         462877341         462931718   
448089417      448209817         448331470         460006984         462030743         462124058         462194499         462254186         462308230         462367004         462431842         462496274         462552514         462604000         462659319         462713462         462767096         462827676         462877374         462931734   
448089466      448209882         448331587         460007123         462030750         462124082         462194531         462254210         462308248         462367012         462431859         462496282         462552522         462604026         462659335         462713470         462767120         462827700         462877382         462931742   
448089482      448210161         448331611         459158499         462030776         462124231         462194572         462254400         462308263         462367210         462431891         462496423         462552548         462604208         462659343         462713595         462767187         462827783         462877408         462931759   
448089581      448210385         448331660         459176616         462030784         462124348         462194630         462254426         462308271         462367236         462431909         462496431         462552605         462604224         462659392         462713603         462767195         462827791         462877416         462931783   
448089664      448210542         448331702         459181442         462030792         462124371         462194648         462254459         462308289         462367277         462431917         462496449         462552621         462604240         462659426         462713629         462767245         462827809         462877432         462931791   
448090266      448210559         448331868         459182556         462030891         462124389         462194796         462254467         462308412         462367301         462432113         462496456         462552811         462604257         462659434         462713678         462767401         462827833         462877572         462931809   
448090381      448210609         448331876         459196614         462030917         462124504         462194804         462254475         462308420         462367343         462432162         462496464         462552845         462604265         462659608         462713702         462767419         462827841         462877606         462931817   
448090399      448210708         448331934         459203048         462030925         462124512         462194820         462254509         462308438         462367368         462432170         462496480         462552878         462604273         462659616         462713728         462767435         462827866         462877614         462931833   
448090431      448210930         448332015         459282190         462030933         462124835         462194846         462254616         462308453         462367376         462432220         462496647         462552886         462604513         462659673         462714049         462767450         462827957         462877630         462931973   
448090456      448210948         448332023         459320495         462030958         462124868         462194853         462254657         462308461         462367384         462432246         462496654         462552902         462604554         462659699         462714056         462767476         462827965         462877648         462932005   
448090472      448210963         448332197         459321501         462030974         462124918         462194879         462254673         462308479         462367426         462432279         462496688         462552910         462604588         462659715         462714072         462767484         462827973         462877671         462932054   
448090696      448210989         448332544         459324737         462030982         462124934         462195017         462254681         462308578         462367434         462432493         462496712         462553017         462604612         462659871         462714098         462767633         462827981         462877879         462932062   
448090886      448210997         448332593         459332599         462030990         462125014         462195033         462254699         462308586         462367475         462432501         462496720         462553041         462604653         462659905         462714163         462767641         462827999         462877895         462932070   
448090894      448211078         448332643         459340287         462031006         462125055         462195041         462254715         462308610         462367491         462432527         462496779         462553058         462604661         462659913         462714189         462767674         462828005         462877903         462932088   
448090977      448211532         448332809         459538740         462031014         462125410         462195082         462254814         462308628         462367814         462432535         462496936         462553066         462604778         462659921         462712068         462767690         462828096         462877929         462932203   
448091066      448211565         448332841         459549788         462031022         462125493         462195090         462254830         462308636         462367848         462432550         462496977         462553082         462604810         462659947         462712092         462767716         462828104         462877960         462932211   
448091124      448211573         448332874         459550380         462031030         462125535         462195108         462254848         462308651         462367863         462432667         462496985         462553108         462604844         462659962         462712118         462767724         462828112         462877978         462932229   
448091405      448211763         448333245         459553467         462031121         462125584         462195264         462254863         462308735         462367889         462430596         462496993         462553298         462604869         462660234         462712159         462767963         462828138         462878158         462932245   
448091454      448211805         448333252         459558177         462031147         462125600         462195272         462254889         462308750         462367897         462430646         462497041         462553322         462604893         462660259         462712183         462768011         462828153         462878166         462932252   
448091488      448211870         448333294         459560512         462031154         462125634         462195280         462254996         462308776         462367954         462430653         462497066         462553330         462604901         462660267         462712241         462768060         462828179         462878190         462932278   
448091603      448212183         448333302         459582425         462031170         462121625         462195322         462255332         462308784         462368200         462430737         462497223         462553348         462605072         462660317         462712365         462768078         462828294         462878208         462932369   
448091660      448212217         448333500         459582433         462031188         462121641         462195330         462255357         462308792         462368218         462430745         462497249         462553355         462605106         462660325         462712373         462768094         462828302         462878265         462932377   
448091769      448212233         448333559         459583878         462031196         462121658         462195355         462255365         462308800         462368358         462430810         462497264         462553389         462605122         462660382         462712407         462768110         462828328         462878273         462932385   
448087478      448212308         448333773         459585295         462031519         462121765         462195462         462255399         462308933         462368366         462430885         462497272         462553611         462605148         462660648         462712423         462768136         462828344         462878414         462932443   
448087494      448212332         448333823         459592150         462031527         462121823         462195520         462255423         462308958         462368390         462430919         462497298         462553637         462605189         462660655         462712449         462768151         462828369         462878422         462932468   
448087502      448212357         448333872         459596326         462031535         462121948         462195538         462255456         462308974         462368432         462430950         462497322         462553645         462605205         462660671         462712472         462768185         462828377         462878448         462932476   
448087536      448212613         448333898         459618500         462031550         462122177         462195546         462255654         462308990         462368648         462430984         462497371         462553652         462605411         462660721         462712647         462768201         462828476         462878463         462932625   
448087551      448212621         448333955         459627329         462031592         462122243         462195587         462255662         462309006         462368663         462431016         462497405         462553660         462605437         462660739         462712654         462768219         462828484         462878489         462932633   
448087569      448212662         448334011         459634390         462031626         462122284         462195595         462255688         462309022         462368671         462431032         462497454         462553678         462605445         462660747         462712688         462768268         462828492         462878497         462932666   
448087809      448212696         448334250         459637302         462032004         462122300         462195603         462255696         462309121         462368713         462431222         462497496         462553777         462605452         462660937         462712746         462768391         462828526         462878661         462932674   
448087817      448212704         448334268         459639332         462032020         462122359         462195652         462255738         462309139         462368762         462431230         462497512         462553793         462605486         462660986         462712761         462768409         462828534         462878679         462932682   
448087841      448212712         448334292         459648416         462032046         462122367         462195678         462255753         462309147         462368788         462431248         462497520         462553819         462605494         462660994         462712803         462768417         462828542         462878687         462932708   
448087858      448212738         448334300         459965406         462032061         462122896         462195686         462255886         462309154         462369208         462431271         462497645         462553827         462605668         462661018         462712936         462768425         462827304         462878752         462932880   
448087866      448212829         448334334         459965505         462032095         462122912         462195710         462255902         462309162         462369216         462431289         462497678         462553843         462605718         462661059         462712951         462768433         462827312         462878778         462932906   
448087890      448212837         448334359         459971693         462032103         462123043         462195736         462255910         462309170         462369224         462431297         462497769         462553868         462605726         462661067         462713066         462768474         462827320         462878786         462932914   
448088211      448212928         448334748         459974523         462032350         462123050         462195892         462256066         462309303         462369232         462431495         462497801         462551987         462605759         462661224         462713082         462768623         462827338         462878968         462932963   
448088443      448212944         448334839         459977088         462032376         462123100         462195918         462256082         462309311         462369265         462431552         462497827         462552027         462605775         462661273         462713090         462768631         462827346         462878976         462933003   
448088625      448212985         448334870         459978474         462032426         462123126         462195926         462256116         462309329         462369273         462431560         462497843         462552068         462605833         462661281         462713108         462768649         462827361         462878984         462933029   
448088641      448213355         448334953         459998068         462032509         462123423         462195934         462253915         462309337         462369406         462431586         462498114         462552084         462605973         462661299         462713280         462768656         462827528         462879040         462933169   
448088708      448213397         448335018         459998282         462032517         462123498         462195942         462253964         462309352         462369455         462431628         462498122         462552092         462605981         462661323         462713298         462768672         462827536         462879057         462933185   
448088856      448213421         448335034         459998795         462032533         462123597         462195967         462254004         462309360         462369489         462431636         462498130         462552183         462606013         462661331         462713314         462768680         462827551         462879149         462933227   
448089060      448213454         448331215         459998969         462032806         462123662         462196155         462254012         462309477         462369505         462431743         462498155         462552365         462606021         462661455         462713330         462768805         462827569         462879164         462933292   
448089102      448213504         448331223         460000771         462032814         462123720         462196163         462254061         462309485         462369547         462431750         462498171         462552415         462606047         462661463         462713348         462768813         462827593         462879172         462933300   
448089276      448213512         448331256         460001449         462032822         462123779         462196239         462254103         462309493         462369554         462431768         462498221         462552423         462606054         462661489         462713363         462768821         462827601         462879198         462933318   
448089300      448213702         448331264         460008105         462032897         462124090         462196254         462254236         462309501         462369695         462431776         462498387         462552431         462606062         462661521         462713520         462768839         462827718         462879206         462933433   
448089318      448213728         448331272         460010044         462032921         462124108         462196270         462254244         462309535         462369703         462431792         462498403         462552456         462606088         462661554         462713538         462768854         462827726         462879214         462933441   
448089334      448213769         448331389         460010531         462032939         462124124         462196296         462254269         462309543         462369729         462431818         462498429         462552498         462606104         462661570         462713546         462768862         462827734         462879230         462933458   
448089672      448213777         448331710         460013691         462033176         462124132         462196403         462254319         462309550         462369737         462431933         462498437         462552654         462606112         462661711         462713553         462769001         462827742         462879404         462933466   
448089706      448213801         448331744         460019847         462033192         462124140         462196437         462254350         462309568         462369752         462431982         462498445         462552662         462606146         462661752         462713561         462769027         462827759         462879420         462933474   
448089763      448213850         448331769         460025059         462033200         462124173         462196452         462254376         462309592         462369802         462432006         462498478         462552704         462606179         462661828         462713579         462769035         462827775         462879438         462933516   
448090043      448214189         448331819         460027600         462033226         462124538         462196460         462254517         462309600         462369992         462432022         462498593         462552712         462606328         462661844         462713769         462769068         462827874         462879453         462931858   
448090126      448214312         448331835         460031560         462033317         462124546         462196478         462254525         462309618         462370008         462432048         462498601         462552738         462606336         462661901         462713827         462769084         462827882         462879461         462931866   
448090142      448214338         448331850         460035181         462033333         462124561         462196528         462254533         462309626         462370032         462432105         462498619         462552795         462606344         462661927         462713843         462769092         462827890         462879495         462931874   
448090548      448214346         448332312         460035637         462033598         462124660         462196635         462254566         462309709         462370123         462432287         462498627         462552928         462606351         462659731         462713942         462769217         462827924         462879636         462931882   
448090555      448214411         448332346         460036791         462033614         462124710         462196643         462254574         462309717         462370149         462432303         462498635         462552936         462606393         462659756         462713991         462769233         462827932         462879644         462931924   
448090571      448214577         448332379         460037435         462033689         462124819         462196650         462254582         462309725         462370164         462432345         462498643         462552944         462606401         462659764         462714015         462769308         462827940         462879651         462931940   
448090605      448214841         448332387         460045123         462033705         462125071         462196668         462254723         462309733         462367574         462432378         462498783         462552969         462606500         462659772         462714213         462769332         462828013         462879669         462932104   
448090613      448214858         448332486         460047160         462033721         462125089         462196684         462254764         462309741         462367673         462432469         462498809         462552977         462606518         462659855         462714221         462769357         462828021         462879685         462932146   
448090621      448214940         448332536         460049224         462033747         462125121         462196700         462254772         462309758         462367699         462432485         462498841         462552985         462606534         462659863         462714270         462769381         462828047         462879701         462932153   
448091207      448215004         448332916         460049539         462031055         462125238         462196882         462254780         462309840         462367749         462432675         462498858         462553116         462606542         462659988         462714288         462769530         462828062         462879909         462932161   
448091215      448215053         448332973         460050404         462031063         462125360         462196890         462254798         462309857         462367756         462432717         462498916         462553157         462606567         462660044         462714312         462769548         462828070         462879941         462932187   
448091223      448215095         448333054         460050651         462031071         462125378         462196957         462254806         462309865         462367772         462432733         462498924         462553215         462606575         462660069         462714338         462769555         462828088         462879982         462932195   

 


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448091256      448215426         448333070         460067002         462031097         462125659         462196973         462255092         462309873         462367962         462432782         462499203         462553249         462606765         462660135         462714353         462769589         462828195         462879990         462932286   
448091306      448215434         448333088         460069602         462031105         462125675         462196981         462255142         462309907         462367988         462432790         462499237         462553264         462606799         462660184         462714387         462769613         462828203         462880006         462932294   
448091371      448215491         448333096         460069669         462031113         462125691         462196999         462255225         462309923         462368002         462432899         462499278         462553272         462606815         462660200         462714395         462769639         462828211         462880055         462932302   
448091777      448215517         448333567         460073331         462031279         462125709         462197161         462255241         462310038         462368051         462432907         462499294         462553413         462606823         462660408         462714411         462769738         462828245         462880188         462932310   
448091793      448215541         448333609         460074032         462031287         462125857         462197179         462255308         462310046         462368069         462432915         462499302         462553462         462606831         462660432         462714429         462769753         462828252         462880204         462932336   
448091819      448215699         448333633         460076433         462031428         462125873         462197195         462255324         462310053         462368176         462432931         462499310         462553504         462606856         462660440         462714445         462769779         462828260         462880220         462932351   
448091827      448215970         448333682         460088271         462031469         462125881         462197245         462255464         462310061         462368457         462433038         462499476         462553512         462607011         462660481         462714700         462769837         462828385         462880238         462932500   
448091850      448216002         448333716         460089097         462031477         462125899         462197377         462255506         462310079         462368481         462433129         462499484         462553520         462607045         462660523         462714718         462769860         462828393         462880261         462932526   
448091884      448216127         448333724         460089394         462031501         462125915         462197393         462255555         462310087         462368564         462433145         462499518         462553561         462607060         462660630         462714734         462769894         462828401         462880279         462932567   
448091900      448216135         448334045         460089410         462031709         462125998         462197575         462255571         462310285         462368606         462433376         462499526         462553694         462607078         462660804         462714759         462768276         462828435         462880444         462932575   
448092015      448216150         448334078         460090442         462031758         462126053         462197591         462255605         462310301         462368622         462433442         462499583         462553702         462607094         462660846         462714767         462768300         462828450         462880451         462932591   
448092148      448216168         448334110         460090624         462031865         462126095         462197625         462255613         462310319         462368630         462433509         462499591         462553728         462607110         462660861         462714775         462768318         462828468         462880485         462932609   
448092221      448216424         448334136         460100647         462031873         462126368         462197641         462255761         462310327         462368903         462433517         462497538         462553736         462607276         462660879         462714908         462768334         462828567         462880493         462932740   
448092262      448216457         448334193         460100787         462031923         462126376         462197674         462255787         462310335         462368994         462433574         462497553         462553744         462607342         462660903         462714916         462768342         462828575         462880527         462932773   
448092296      448216465         448334227         460104128         462031931         462126392         462197708         462255795         462310368         462369075         462433608         462497595         462553769         462607359         462660929         462714940         462768375         462828583         462880535         462932799   
448092429      448216622         448334383         460104557         462032111         462126400         462195777         462255852         462310525         462369091         462433749         462497603         462553900         462607367         462661075         462714957         462768490         462828591         462880634         462932807   
448092445      448216655         448334441         460104581         462032145         462126525         462195785         462255860         462310574         462369174         462433756         462497629         462553918         462607375         462661133         462714981         462768516         462828625         462880659         462932864   
448092528      448216739         448334466         460107071         462032210         462126665         462195819         462255878         462310582         462369182         462433780         462497637         462553967         462607409         462661158         462714999         462768532         462828633         462880675         462932872   
448092551      448212993         448334474         460119910         462032251         462126814         462195827         462256132         462310590         462369281         462433855         462497850         462554007         462607532         462661166         462715178         462768557         462828641         462880733         462933037   
448092569      448213025         448334490         460120264         462032301         462126855         462195835         462256157         462310608         462369299         462433863         462497942         462554015         462607540         462661182         462715244         462768599         462828658         462880741         462933045   
448092692      448213074         448334524         460123854         462032327         462126897         462195868         462256199         462310616         462369315         462433897         462497983         462554031         462607565         462661208         462715293         462768607         462828674         462880758         462933052   
448092932      448213231         448335091         460124555         462032558         462126913         462195991         462256207         462310798         462369349         462434135         462497991         462554049         462607599         462661356         462715343         462768698         462828682         462880998         462933128   
448093104      448213272         448335117         460124795         462032574         462126921         462196031         462256249         462310806         462369356         462434168         462498064         462554072         462607607         462661364         462715384         462768706         462828708         462881012         462933136   
448093120      448213348         448335208         460124977         462032608         462126954         462196049         462256264         462310814         462369380         462434184         462498072         462554080         462607615         462661380         462715400         462768722         462828716         462881020         462933144   
448093187      448213595         448335240         460133937         462032616         462127267         462196080         462256272         462310830         462369570         462434200         462498239         462554098         462607771         462661406         462715566         462768748         462828807         462881038         462933326   
448093237      448213629         448335307         460138118         462032657         462127291         462196098         462256280         462310871         462369604         462434226         462498270         462554106         462607797         462661414         462715574         462768771         462828815         462881061         462933334   
448093252      448213645         448335364         460139850         462032707         462127317         462196148         462256314         462310913         462369620         462434242         462498288         462554114         462607813         462661422         462715616         462768797         462828823         462881087         462933342   
448093534      448213652         448335372         460141278         462033077         462127325         462196320         462256371         462311150         462369638         462434457         462498304         462554247         462607821         462661596         462715624         462768888         462828831         462879248         462933359   
448093617      448213686         448335380         460141732         462033085         462127333         462196338         462256413         462311168         462369653         462434481         462498346         462554254         462607854         462661646         462715632         462768896         462828849         462879255         462933367   
448093724      448213694         448335463         460142615         462033093         462127341         462196346         462256447         462311184         462369679         462434531         462498361         462554262         462607888         462661653         462715640         462768912         462828856         462879271         462933391   
448093740      448213918         448335489         460149958         462033127         462127556         462196353         462256637         462311192         462369844         462434556         462498528         462554288         462606187         462661661         462715756         462768961         462828948         462879362         462933524   
448093823      448213934         448335729         460153091         462033135         462127580         462196379         462256645         462311218         462369893         462434564         462498536         462554296         462606203         462661679         462715772         462768987         462828955         462879370         462933532   
448093872      448214023         448335778         460153406         462033150         462127598         462196387         462256686         462311259         462369901         462434606         462498544         462554312         462606245         462661687         462715780         462768995         462828963         462879388         462933540   
448094136      448214031         448336180         460154164         462033408         462127606         462196544         462256694         462309634         462369919         462434812         462498551         462554478         462606286         462661935         462715806         462769100         462828971         462879511         462933557   
448094169      448214064         448336230         460154594         462033416         462127622         462196569         462256710         462309642         462369950         462434846         462498569         462554486         462606294         462661950         462715814         462769126         462828989         462879529         462933573   
448094193      448214072         448336347         460154743         462033424         462127648         462196593         462256728         462309667         462369976         462434879         462498585         462554494         462606310         462661976         462715830         462769134         462828997         462879537         462933581   
448094268      448214585         448336396         460038201         462033440         462127762         462196601         462256884         462309675         462370198         462434911         462498684         462554502         462606427         462661984         462716028         462769142         462829094         462879586         462933599   
448094284      448214643         448336479         460038441         462033473         462127804         462196619         462256900         462309683         462370206         462434937         462498718         462554510         462606435         462662008         462716036         462769167         462829102         462879594         462933607   
448094326      448214692         448336503         460040827         462033507         462127812         462196627         462256967         462309691         462370230         462434952         462498726         462554528         462606450         462662016         462716044         462769183         462829110         462879602         462933649   
448094656      448214700         448336727         460041437         462033788         462127820         462196726         462256983         462309766         462370255         462435405         462498734         462554668         462606468         462662024         462716069         462769415         462829136         462879743         462933656   
448094664      448214783         448336800         460042484         462033887         462127838         462196759         462257031         462309782         462370289         462435421         462498742         462554676         462606476         462662032         462716085         462769472         462829169         462879800         462933672   
448094672      448214809         448336867         460045008         462033911         462127853         462196767         462257106         462309790         462370305         462435538         462498767         462554684         462606484         462662065         462716093         462769480         462829177         462879818         462933698   
448094722      448215111         448337006         460054638         462033937         462127960         462196775         462257288         462309808         462370321         462435553         462498932         462554718         462606609         462662073         462716218         462769498         462829292         462879859         462933821   
448094763      448215210         448337089         460055031         462033986         462128000         462196817         462257296         462309816         462370347         462435595         462499054         462554726         462606633         462662081         462716275         462769506         462829342         462879875         462933839   
448094813      448215228         448337121         460060007         462034000         462128026         462196825         462257304         462309824         462370362         462435678         462499088         462554734         462606641         462662115         462716341         462769514         462829359         462879883         462933847   
448095075      448215293         448337469         460061138         462034059         462128034         462197005         462257338         462309931         462370370         462435959         462499120         462554890         462606658         462662297         462716366         462769654         462829367         462880063         462933854   
448095083      448215376         448337550         460062854         462034075         462128059         462197013         462257379         462309956         462370453         462436031         462499146         462554908         462606690         462662305         462716408         462769670         462829375         462880071         462933888   
448095109      448215384         448337642         460064694         462034117         462128109         462197021         462257387         462309998         462370479         462436049         462499187         462554916         462606732         462662313         462716432         462769696         462829383         462880105         462933896   
448095174      448215731         448337675         460080435         462034141         462128307         462197104         462257510         462310004         462370602         462436080         462499344         462554932         462606864         462662339         462714452         462769704         462829490         462880121         462933995   
448095240      448215772         448337683         460082837         462034158         462128323         462197138         462257569         462310012         462370610         462436114         462499369         462554940         462606922         462662347         462714536         462769712         462829565         462880147         462934019   
448095265      448215822         448337717         460084031         462034166         462128331         462197153         462257593         462310020         462370685         462436148         462499401         462554957         462606948         462662354         462714551         462769720         462829581         462880162         462934035   
448095653      448215897         448337907         460084072         462034380         462128349         462197427         462257684         462310137         462370701         462433152         462499419         462555046         462606955         462662461         462714569         462769969         462829599         462880287         462934050   
448095661      448215921         448337923         460084726         462034398         462128380         462197468         462257700         462310152         462370719         462433194         462499435         462555053         462606963         462662479         462714601         462769985         462829615         462880295         462934084   
448095729      448215947         448337972         460086192         462034422         462128414         462197492         462257734         462310178         462370735         462433244         462499450         462555079         462606989         462662495         462714619         462770025         462829631         462880360         462934092   
448095745      448216192         448338020         460090913         462034430         462126111         462197518         462257916         462310194         462370867         462433277         462499609         462555087         462607136         462662503         462714783         462770058         462829722         462880386         462934167   
448095752      448216226         448338046         460095854         462034455         462126152         462197526         462257957         462310210         462370883         462433301         462499617         462555095         462607144         462662529         462714809         462770066         462829763         462880402         462934183   
448095836      448216275         448338061         460096001         462034505         462126186         462197534         462257973         462310236         462370891         462433343         462499625         462555103         462607151         462662545         462714833         462770090         462829771         462880436         462934209   
448092312      448216325         448338558         460096274         462034802         462126244         462197724         462257981         462310376         462370925         462433624         462499658         462555269         462607185         462662644         462714841         462770108         462829805         462880550         462934233   
448092320      448216390         448338632         460097892         462034810         462126301         462197740         462258013         462310392         462370933         462433632         462499666         462555277         462607227         462662677         462714858         462770116         462829839         462880568         462934241   
448092353      448216408         448338657         460098312         462034844         462126335         462197757         462258039         462310426         462370966         462433640         462499674         462555293         462607243         462662701         462714882         462770132         462829862         462880576         462934274   
448092361      448216754         448338665         460108731         462034851         462126673         462197799         462258161         462310459         462371147         462433665         462499690         462555301         462607433         462662719         462715038         462770165         462830019         462880600         462934365   
448092395      448216804         448338681         460109788         462034877         462126715         462197815         462258179         462310475         462371170         462433699         462499708         462555319         462607458         462662727         462715046         462770181         462830043         462880618         462934373   
448092403      448216846         448338707         460111693         462034885         462126749         462197823         462258203         462310517         462371188         462433731         462499716         462555327         462607474         462662735         462715079         462770207         462830050         462880626         462934381   

 


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448092759      448217018         448338939         460113780         462035130         462126764         462197898         462258237         462310640         462371204         462433947         462499724         462555483         462607482         462662933         462715137         462770306         462830100         462880766         462934399   
448092775      448217067         448338970         460115801         462035155         462126772         462197914         462258245         462310657         462371220         462433962         462499732         462555509         462607490         462662941         462715145         462770322         462830118         462880832         462934407   
448092783      448217075         448339028         460117989         462035189         462126798         462198037         462258260         462310681         462371238         462434028         462499740         462555533         462607516         462662958         462715160         462770413         462830134         462880857         462934415   
448092833      448217091         448339044         460125057         462035213         462126988         462198045         462258393         462310731         462371352         462434077         462499906         462555541         462607649         462662966         462715426         462770447         462828724         462880865         462934571   
448092866      448217117         448339051         460127822         462035221         462126996         462198078         462258435         462310764         462371360         462434119         462499922         462555574         462607664         462662982         462715442         462770496         462828740         462880964         462934589   
448092908      448217125         448339093         460127939         462035239         462127010         462198094         462258443         462310780         462371386         462434127         462499963         462555582         462607698         462662990         462715459         462770512         462828757         462880980         462934597   
448093294      448217166         448339481         460130479         462035619         462127093         462198284         462258450         462311028         462371436         462434275         462500018         462554171         462607722         462663139         462715509         462770702         462828773         462881111         462934613   
448093302      448217208         448339507         460131873         462035627         462127119         462198292         462258468         462311036         462371451         462434325         462500026         462554189         462607730         462663147         462715541         462770744         462828781         462881152         462934621   
448093310      448217240         448339523         460132178         462035668         462127135         462198300         462258518         462311051         462371477         462434333         462500059         462554205         462607748         462663162         462715558         462770777         462828799         462881160         462934639   
448093419      448217521         448339630         460143159         462035684         462127358         462198318         462256496         462311085         462371592         462434358         462500299         462554213         462607904         462663188         462715673         462770793         462828864         462881178         462934761   
448093427      448217539         448339655         460146350         462035692         462127465         462198359         462256520         462311093         462371600         462434374         462500323         462554221         462607912         462663196         462715681         462770819         462828872         462881194         462934779   
448093476      448217570         448339663         460147952         462035700         462127473         462198367         462256553         462311143         462371626         462434432         462500331         462554239         462607920         462663212         462715707         462770835         462828880         462881202         462934795   
448093906      448217588         448335927         460148117         462035866         462127481         462198680         462256603         462311267         462371642         462434622         462500356         462554320         462607946         462663287         462715715         462771031         462828914         462881210         462934811   
448093922      448217661         448335935         460148653         462035908         462127531         462198714         462256611         462311283         462371659         462434655         462500372         462554346         462607953         462663295         462715731         462771072         462828922         462881244         462934829   
448093989      448217711         448336016         460148992         462035999         462127549         462198722         462256629         462311317         462371675         462434705         462500489         462554361         462607979         462663303         462715749         462771080         462828930         462881251         462934837   
448094011      448218149         448336065         460156540         462036054         462127655         462198805         462256744         462311333         462371816         462434721         462500612         462554379         462608019         462663311         462715848         462771114         462829003         462881269         462935016   
448094045      448218156         448336081         460157415         462036070         462127689         462198839         462256769         462311358         462371824         462434739         462500638         462554387         462608035         462663329         462715871         462771163         462829037         462881285         462935024   
448094102      448218172         448336115         460158306         462036088         462127705         462198847         462256801         462311366         462371840         462434747         462500646         462554429         462608043         462663337         462715897         462771197         462829045         462881301         462935032   
448094375      448218230         448336545         460160047         462036468         462127713         462198979         462256819         462311408         462371857         462435066         462500661         462554536         462608050         462663436         462715939         462771320         462829052         462881434         462935040   
448094441      448218263         448336586         460160161         462036476         462127721         462199019         462256827         462311440         462371865         462435108         462500679         462554569         462608084         462663444         462715962         462771338         462829060         462881467         462935065   
448094540      448218347         448336628         460168750         462036500         462127754         462199084         462256843         462311457         462371873         462435140         462500687         462554585         462608092         462663469         462716010         462771346         462829086         462881491         462935081   
448094573      448218735         448336644         460170327         462036567         462127879         462199092         462257163         462311507         462371972         462435157         462500786         462554619         462608217         462663477         462716101         462771361         462829185         462881509         462933714   
448094581      448218875         448336685         460170871         462036658         462127895         462199100         462257171         462311549         462371998         462435207         462500794         462554635         462608241         462663584         462716127         462771379         462829193         462881574         462933722   
448094649      448218917         448336719         460174006         462036690         462127929         462199175         462257197         462311572         462372004         462435371         462500810         462554643         462608258         462663592         462716143         462771387         462829201         462881616         462933755   
448094847      448218933         448337196         460174139         462036849         462127937         462199308         462257221         462311721         462372020         462435702         462500836         462554742         462608290         462662180         462716150         462771494         462829219         462881731         462933763   
448094888      448218966         448337204         460175631         462036880         462127945         462199316         462257239         462311754         462372061         462435710         462500844         462554767         462608308         462662206         462716168         462771528         462829235         462881749         462933771   
448094946      448218982         448337220         460176944         462036930         462127952         462199399         462257247         462311762         462372079         462435769         462500869         462554775         462608316         462662214         462716176         462771551         462829243         462881772         462933805   
448094961      448219253         448337261         460184344         462036963         462128117         462199423         462257395         462311788         462370487         462435900         462500984         462554817         462608472         462662222         462716440         462771569         462829391         462881780         462933904   
448095018      448219295         448337394         460186091         462036989         462128125         462199431         462257429         462311812         462370495         462435918         462500992         462554833         462608498         462662248         462716465         462771577         462829409         462881814         462933912   
448095026      448219303         448337451         460187354         462037029         462128232         462199449         462257437         462311820         462370529         462435934         462501024         462554882         462608548         462662271         462716481         462771585         462829425         462881822         462933920   
448095307      448219329         448337733         460188808         462034281         462128240         462199647         462257460         462311986         462370537         462436155         462501032         462554965         462608555         462662370         462716556         462771742         462829433         462881996         462933953   
448095323      448219345         448337758         460188816         462034299         462128257         462199670         462257478         462312018         462370545         462436171         462501057         462554973         462608563         462662388         462716564         462771783         462829466         462882002         462933961   
448095356      448219352         448337782         460190507         462034315         462128273         462199696         462257502         462312026         462370578         462436213         462501073         462554981         462608571         462662396         462716614         462771791         462829474         462882036         462933987   
448095380      448220046         448337816         460196983         462034331         462128448         462199712         462257809         462312109         462370743         462436239         462501180         462555004         462608654         462662404         462716648         462771817         462829649         462882069         462934100   
448095430      448220061         448337832         460197676         462034349         462128497         462199720         462257833         462312125         462370750         462436247         462501198         462555012         462608670         462662438         462716671         462771858         462829664         462882077         462934118   
448095539      448220087         448337873         460197940         462034372         462128505         462199753         462257841         462312141         462370776         462436288         462501206         462555038         462608704         462662453         462716689         462771866         462829672         462882085         462934126   
448095844      448220178         448338079         460200439         462034513         462128547         462199944         462257874         462312232         462370784         462436304         462501222         462555129         462608720         462662552         462716697         462772013         462829680         462882234         462934134   
448095869      448220194         448338244         460200603         462034562         462128554         462199985         462257882         462312240         462370826         462436312         462501248         462555137         462608738         462662560         462716705         462772021         462829706         462882259         462934142   
448095893      448220251         448338368         460201411         462034588         462128612         462199993         462257890         462312265         462370842         462436403         462501255         462555160         462608746         462662586         462716739         462772054         462829714         462882291         462934159   
448095919      448220582         448338376         460210511         462034679         462128638         462200007         462258047         462312299         462370982         462436411         462501321         462555186         462608936         462662594         462716937         462772070         462829904         462882309         462934282   
448096008      448220632         448338434         460210925         462034695         462128646         462200064         462258070         462312315         462371006         462436429         462501347         462555210         462608951         462662628         462716945         462772088         462829920         462882325         462934290   
448096081      448220764         448338459         460213614         462034745         462128687         462200106         462258088         462312323         462371014         462436460         462501354         462555251         462608969         462662636         462716952         462772096         462829938         462882341         462934308   
448096107      448220798         448338731         460214109         462034927         462128729         462200270         462258096         462312554         462371055         462436627         462501370         462555335         462608977         462662768         462716960         462770215         462829946         462882531         462934316   
448096156      448220806         448338772         460216344         462034968         462128802         462200304         462258112         462312562         462371113         462436643         462501388         462555368         462608985         462662776         462716986         462770223         462829953         462882549         462934324   
448096230      448220848         448338780         460217151         462035015         462128869         462200320         462258138         462312596         462371121         462436650         462501438         462555376         462609017         462662784         462716994         462770231         462829979         462882580         462934332   
448096271      448221036         448338806         460232002         462035049         462129081         462200346         462258286         462312604         462371261         462436668         462499757         462555392         462609132         462662859         462717091         462770249         462830142         462882598         462934456   
448096289      448221044         448338814         460240138         462035064         462129107         462200361         462258302         462312646         462371279         462436684         462499815         462555418         462609157         462662875         462717109         462770264         462830159         462882606         462934464   
448096339      448221127         448338913         460240518         462035114         462129115         462200395         462258310         462312661         462371295         462436692         462499823         462555459         462609165         462662909         462717117         462770280         462830167         462882630         462934480   
448096586      448221135         448339176         460241839         462035296         462129123         462198110         462258328         462312919         462371303         462436999         462499831         462555608         462609173         462663022         462717190         462770520         462830175         462882762         462934514   
448096594      448221192         448339234         460245301         462035346         462129131         462198136         462258369         462312935         462371311         462437005         462499864         462555624         462609181         462663030         462717208         462770561         462830217         462882770         462934522   
448096610      448221382         448339242         460245426         462035403         462129164         462198201         462258377         462313016         462371337         462437013         462499880         462555657         462609199         462663063         462717216         462770595         462830233         462882788         462934555   
448096628      448217257         448339283         460252588         462035528         462129263         462198235         462258526         462313032         462371485         462437021         462500182         462555665         462609298         462663097         462717349         462770637         462830266         462882804         462934647   
448096651      448217331         448339317         460254105         462035585         462129289         462198250         462258591         462313040         462371519         462437039         462500190         462555673         462609322         462663105         462717364         462770645         462830316         462882838         462934662   
448096800      448217356         448339366         460254683         462035601         462129297         462198268         462258617         462313073         462371527         462437062         462500224         462555681         462609330         462663121         462717372         462770686         462830332         462882846         462934688   
448096974      448217471         448339705         460254766         462035718         462129305         462198441         462258666         462313164         462371535         462437187         462500232         462555707         462609355         462663220         462717414         462770868         462830357         462883026         462934720   
448097014      448217489         448339713         460255284         462035726         462129321         462198458         462258674         462313198         462371543         462437211         462500240         462555715         462609363         462663238         462717422         462770884         462830399         462883034         462934746   
448097030      448217505         448339770         460255573         462035759         462129339         462198532         462258682         462313230         462371568         462437229         462500257         462555756         462609389         462663246         462717430         462770892         462830415         462883075         462934753   
448097121      448217745         448339788         460272669         462035775         462129552         462198607         462258708         462313248         462371709         462437245         462500505         462555764         462609512         462663253         462717554         462770975         462830506         462883125         462934852   
448097196      448217752         448339853         460275639         462035791         462129644         462198649         462258724         462313255         462371725         462437278         462500513         462555772         462609520         462663261         462717570         462771007         462830514         462883133         462934860   
448097220      448217893         448339895         460275845         462035825         462129701         462198664         462258732         462313297         462371733         462437286         462500521         462555798         462609538         462663279         462717588         462771023         462830522         462883141         462934878   
448097550      448217919         448339911         460277379         462036146         462129727         462198870         462258740         462313412         462371741         462437476         462500539         462555913         462609546         462663352         462717604         462771205         462830530         462881335         462934886   
448097592      448218107         448340075         460279029         462036211         462129735         462198896         462258799         462313461         462371774         462437518         462500547         462555947         462609561         462663360         462717653         462771221         462830555         462881350         462934902   
448097758      448218123         448340083         460282197         462036245         462129776         462198904         462258807         462313503         462371782         462437526         462500588         462555954         462609579         462663378         462717661         462771254         462830563         462881368         462934910   

 


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448097816      448218370         448340174         460300585         462036278         462130030         462198912         462258914         462313537         462371881         462437534         462500695         462555970         462608118         462663394         462717760         462771262         462830787         462881376         462935115   
448097840      448218420         448340265         460301310         462036393         462130121         462198953         462258955         462313578         462371899         462437559         462500703         462555988         462608126         462663402         462717810         462771288         462830803         462881400         462935123   
448097881      448218495         448340299         460301609         462036435         462130147         462198961         462258963         462313586         462371907         462437583         462500737         462555996         462608159         462663410         462717828         462771304         462830811         462881426         462935131   
448098202      448218503         448340786         460302979         462036716         462130162         462199191         462259003         462311598         462371931         462437849         462500745         462556119         462608167         462663618         462717836         462771395         462830829         462881632         462935149   
448098301      448218644         448340828         460309024         462036757         462130170         462199217         462259029         462311606         462371949         462437898         462500752         462556127         462608175         462663691         462717844         462771403         462830837         462881665         462935156   
448098335      448218651         448340901         460317613         462036765         462130188         462199225         462259094         462311655         462371964         462437922         462500778         462556135         462608209         462663709         462717851         462771429         462830845         462881673         462935164   
448098418      448219055         448340927         460177942         462036781         462130444         462199258         462259201         462311671         462372087         462437955         462500885         462556143         462608332         462663717         462718040         462771445         462831116         462881699         462935172   
448098483      448219063         448340992         460182595         462036799         462130451         462199274         462259219         462311689         462372095         462437963         462500893         462556150         462608340         462663758         462718057         462771460         462831124         462881707         462935198   
448098525      448219071         448341057         460182983         462036815         462130493         462199282         462259235         462311705         462372103         462437971         462500901         462556168         462608381         462663766         462718081         462771478         462831132         462881715         462935206   
448098731      448219113         448341438         460183627         462037037         462130543         462199472         462259243         462311838         462372111         462438078         462500919         462556259         462608399         462663774         462718099         462771593         462831157         462881830         462935214   
448098780      448219147         448341446         460183684         462037060         462130592         462199480         462259268         462311887         462372129         462438086         462500935         462556267         462608456         462663790         462718107         462771601         462831165         462881848         462935230   
448098814      448219238         448341495         460184120         462037078         462130675         462199498         462259284         462311903         462372152         462438094         462500976         462556283         462608464         462663840         462718115         462771619         462831173         462881897         462935289   
448098822      448219428         448341503         460191315         462037128         462130873         462199548         462259383         462311929         462372160         462438102         462501081         462556291         462608589         462663857         462718289         462771627         462831348         462881913         462935461   
448098855      448219451         448341529         460193543         462037144         462130907         462199597         462259441         462311945         462372178         462438144         462501115         462556309         462608605         462663873         462718297         462771643         462831363         462881939         462935479   
448098871      448219501         448341537         460194343         462037177         462130915         462199613         462259490         462311960         462372194         462438151         462501131         462556317         462608613         462663899         462718305         462771692         462831421         462881947         462935487   
448099028      448219600         448341842         460195381         462037193         462130972         462199787         462259508         462312158         462372228         462438300         462501149         462556408         462608621         462664194         462718313         462771882         462831439         462882093         462935503   
448099036      448219741         448341883         460195910         462037219         462130980         462199795         462259532         462312166         462372236         462438318         462501156         462556416         462608639         462664285         462718321         462771890         462831447         462882101         462935511   
448099085      448219758         448341941         460196512         462037284         462131012         462199837         462259540         462312174         462372244         462438326         462501164         462556424         462608647         462664327         462718354         462771908         462831454         462882127         462935529   
448099101      448220335         448341990         460202872         462037367         462131350         462199845         462259664         462312182         462372335         462438334         462501263         462556432         462608753         462664343         462716747         462771957         462831611         462882143         462935693   
448099184      448220418         448342006         460204803         462037391         462131392         462199894         462259672         462312190         462372343         462438342         462501271         462556440         462608787         462664350         462716770         462771965         462831629         462882192         462935719   
448099291      448220442         448342022         460204894         462037458         462131426         462199928         462259706         462312224         462372368         462438359         462501289         462556457         462608795         462664368         462716788         462771973         462831645         462882200         462935735   
448099689      448220509         448342261         460205586         462037540         462131467         462200155         462259748         462312331         462372376         462436478         462501297         462556564         462608811         462664632         462716853         462772138         462831678         462882358         462935750   
448099747      448220541         448342311         460206436         462037607         462131491         462200163         462259755         462312364         462372384         462436494         462501305         462556572         462608829         462664657         462716861         462772187         462831694         462882366         462935776   
448099754      448220574         448342444         460206972         462037649         462131541         462200171         462259763         462312372         462372392         462436510         462501313         462556580         462608845         462664681         462716911         462772195         462831702         462882424         462935784   
448099838      448220863         448342477         460217284         462037656         462128877         462200189         462259946         462312455         462372491         462436569         462501453         462556598         462609041         462664731         462717000         462772203         462831785         462882432         462935941   
448099929      448220889         448342485         460218340         462037672         462128943         462200197         462259953         462312497         462372509         462436601         462501461         462556606         462609058         462664764         462717026         462772211         462831793         462882440         462935958   
448099960      448220921         448342493         460223050         462037706         462128950         462200262         462259979         462312521         462372517         462436619         462501479         462556614         462609074         462664772         462717034         462772229         462831801         462882481         462935990   
448096396      448220996         448342774         460223787         462037938         462128968         462200411         462259987         462312729         462372525         462436759         462501495         462556697         462609082         462664913         462717059         462772252         462831827         462882648         462936006   
448096404      448221002         448342816         460226350         462037961         462129024         462200437         462260001         462312752         462372533         462436767         462501503         462556739         462609090         462664939         462717067         462772302         462831835         462882689         462936022   
448096487      448221010         448342824         460227747         462037987         462129040         462200478         462260019         462312760         462372541         462436908         462501529         462556747         462609124         462664954         462717083         462772336         462831868         462882697         462936063   
448096495      448221390         448342857         460246325         462038001         462129172         462200486         462260167         462312778         462372624         462436932         462501594         462556754         462609207         462664962         462717265         462772377         462831991         462882713         462936170   
448096529      448221416         448342899         460248032         462038043         462129180         462200494         462260183         462312851         462372632         462436940         462501610         462556770         462609215         462664970         462717281         462772401         462832007         462882739         462936279   
448096578      448221457         448342923         460248461         462038050         462129198         462200569         462260191         462312901         462372640         462436973         462501651         462556788         462609223         462664988         462717307         462772427         462832015         462882754         462936303   
448096834      448221499         448343228         460249840         462038225         462129214         462200577         462260209         462313107         462372657         462437070         462501677         462556879         462609256         462665076         462717315         462772609         462832031         462882861         462936311   
448096859      448221507         448343269         460251093         462038233         462129230         462200585         462260225         462313115         462372665         462437096         462501693         462556887         462609264         462665084         462717323         462772617         462832049         462882879         462936345   
448096883      448221531         448343277         460251820         462038258         462129248         462200627         462260233         462313123         462372673         462437104         462501701         462556895         462609272         462665092         462717331         462772625         462832056         462882945         462936352   
448096909      448221549         448343335         460257868         462038266         462129354         462200635         462260332         462313131         462372764         462437112         462501826         462556903         462609405         462665118         462717448         462772658         462830423         462882994         462936576   
448096917      448221572         448343392         460258585         462038274         462129370         462200650         462260340         462313149         462372780         462437146         462501834         462556911         462609439         462665167         462717455         462772666         462830431         462883000         462936592   
448096941      448221580         448343608         460259542         462038282         462129388         462200742         462260357         462313156         462372798         462437153         462501842         462556929         462609470         462665183         462717463         462772674         462830449         462883018         462936618   
448097360      448221689         448343947         460266109         462038456         462129461         462201047         462260365         462313305         462372814         462437310         462501859         462555806         462609488         462665332         462717521         462772898         462830456         462883174         462936626   
448097378      448221713         448344077         460266240         462038480         462129487         462201054         462260381         462313313         462372830         462437336         462501875         462555822         462609496         462665357         462717539         462772906         462830480         462883190         462936659   
448097386      448221747         448344085         460268980         462038514         462129495         462201062         462260399         462313339         462372848         462437385         462501883         462555830         462609504         462665399         462717547         462772930         462830498         462883216         462936667   
448097428      448222000         448344093         460287840         462038548         462129842         462201088         462258831         462313362         462372962         462437393         462501982         462555863         462609603         462665415         462717679         462772989         462830589         462883232         462936782   
448097469      448222026         448344101         460288319         462038571         462129875         462201096         462258849         462313370         462372970         462437419         462501990         462555871         462609611         462665431         462717687         462773029         462830605         462883273         462936840   
448097493      448222034         448344143         460293525         462038647         462129917         462201120         462258856         462313404         462372988         462437450         462502006         462555889         462609645         462665449         462717695         462773037         462830639         462883299         462936881   
448097964      448222042         448340323         460296510         462038878         462129941         462201203         462258864         462313602         462373002         462437690         462502014         462556010         462609652         462665555         462717729         462773201         462830654         462883315         462936907   
448098012      448222125         448340349         460299399         462038902         462129958         462201252         462258872         462313669         462373010         462437740         462502030         462556028         462609660         462665589         462717737         462773219         462830662         462883323         462936956   
448098061      448222158         448340364         460300346         462038936         462129982         462201260         462258906         462313677         462373036         462437773         462502048         462556036         462609686         462665597         462717752         462773334         462830720         462883349         462937004   
448098145      448222539         448340547         460321755         462038951         462130246         462201278         462259110         462313750         462373101         462437781         462502162         462556069         462609710         462665613         462717869         462773367         462830894         462883372         462937129   
448098160      448222687         448340612         460321912         462038985         462130253         462201286         462259136         462313768         462373119         462437799         462502188         462556077         462609744         462665621         462717927         462773375         462830902         462883380         462937145   
448098194      448222828         448340695         460323710         462039017         462130287         462201328         462259144         462313776         462373127         462437807         462502196         462556085         462609769         462665647         462717968         462773383         462830936         462883398         462937152   
448098590      448222836         448341107         460324502         462039256         462130303         462201468         462259151         462313800         462373135         462437997         462502212         462556176         462609777         462665779         462717992         462773524         462830985         462883471         462937160   
448098608      448222877         448341172         460326960         462039298         462130386         462201500         462259185         462313818         462373143         462438029         462502220         462556184         462609793         462665811         462718008         462773573         462831058         462883489         462937194   
448098616      448222950         448341222         460327877         462039330         462130428         462201534         462259193         462313826         462373150         462438037         462502238         462556192         462609801         462665829         462718032         462773599         462831066         462883497         462937210   
448098632      448223065         448341313         460329675         462039355         462130691         462201583         462259292         462313842         462373234         462438045         462502428         462556200         462609892         462665837         462718149         462773607         462831199         462883513         462935321   
448098665      448223081         448341347         460333461         462039363         462130733         462201609         462259300         462313859         462373242         462438052         462502451         462556226         462609900         462665860         462718172         462773649         462831207         462883539         462935354   
448098715      448223131         448341404         460336878         462039439         462130782         462201617         462259318         462314022         462373259         462438060         462502469         462556242         462609918         462665878         462718206         462773664         462831223         462883547         462935396   
448098905      448223156         448341651         460340219         462039678         462130808         462201773         462259334         462314246         462373275         462438169         462502527         462556325         462609926         462663915         462718214         462773870         462831249         462883661         462935412   
448098939      448223164         448341669         460343247         462039702         462130824         462201781         462259342         462314253         462373283         462438193         462502535         462556341         462609942         462663956         462718222         462773938         462831280         462883729         462935420   
448098954      448223180         448341677         460343718         462039769         462130865         462201807         462259375         462314261         462373291         462438201         462502543         462556358         462609967         462663964         462718271         462773961         462831330         462883737         462935446   
448098970      448223461         448341693         460355373         462039785         462131046         462201849         462259557         462314279         462372269         462438250         462502733         462556366         462610072         462664020         462718362         462773995         462831462         462883745         462935552   
448099002      448223487         448341701         460355498         462039835         462131053         462201872         462259565         462314295         462372277         462438276         462502782         462556382         462610080         462664061         462718388         462774035         462831488         462883760         462935586   
448099010      448223495         448341818         460356967         462039926         462131087         462201880         462259581         462314329         462372293         462438292         462502790         462556390         462610106         462664186         462718420         462774084         462831520         462883778         462935628   

 


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448099366      448223628         448342055         460358237         462037466         462131194         462201989         462259599         462314527         462372301         462438375         462502824         462556481         462610114         462664376         462718453         462774316         462831561         462883893         462935636   
448099457      448223644         448342097         460358310         462037482         462131277         462201997         462259615         462314535         462372319         462438383         462502832         462556507         462610122         462664418         462718545         462774324         462831579         462883901         462935669   
448099507      448223677         448342121         460362023         462037490         462131319         462202011         462259649         462314543         462372327         462438391         462502873         462556523         462610130         462664491         462718552         462774340         462831595         462883919         462935677   
448099549      448224113         448342139         460374861         462037516         462131558         462202029         462259805         462314568         462372400         462438409         462503079         462556531         462610221         462664541         462718560         462774381         462831710         462883943         462935826   
448099572      448224162         448342170         460377146         462037524         462131590         462202037         462259821         462314592         462372418         462438425         462503111         462556549         462610239         462664582         462718586         462774407         462831728         462883968         462935834   
448099622      448224204         448342212         460384738         462037532         462131608         462202045         462259847         462314600         462372426         462438433         462503129         462556556         462610247         462664608         462718610         462774423         462831736         462883984         462935875   
448099978      448224220         448342576         460385628         462037722         462131616         462202177         462259862         462314808         462372467         462438441         462503145         462556622         462610254         462664814         462718628         462774548         462831751         462884131         462935909   
448099986      448224246         448342659         460389919         462037789         462131624         462202185         462259870         462314824         462372475         462438458         462503186         462556630         462610262         462664830         462718644         462774555         462831769         462884156         462935917   
448100008      448224261         448342675         460389927         462037821         462131673         462202193         462259904         462314915         462372483         462438490         462503194         462556648         462610288         462664855         462718651         462774563         462831777         462884164         462935933   
448100065      448224741         448342717         460408842         462037839         462131681         462202227         462260035         462314931         462372558         462438508         462503376         462556655         462610387         462664863         462718800         462774589         462831884         462884172         462936089   
448100099      448224931         448342758         460409139         462037854         462131699         462202235         462260043         462314949         462372566         462438516         462503384         462556663         462610395         462664871         462718834         462774597         462831892         462884180         462936105   
448100198      448224964         448342766         460409857         462037888         462131749         462202268         462260068         462314972         462372574         462438532         462503426         462556671         462610411         462664889         462718867         462774605         462831900         462884198         462936113   
448100206      448224998         448342931         460409899         462038084         462131780         462202367         462260092         462315136         462372590         462438680         462503491         462556796         462610429         462664996         462718883         462772484         462831934         462884313         462936121   
448100289      448225003         448342964         460410517         462038092         462131798         462202375         462260142         462315144         462372608         462438706         462503517         462556804         462610437         462665001         462718891         462772518         462831942         462884347         462936147   
448100321      448225045         448343046         460412927         462038100         462131848         462202391         462260159         462315193         462372616         462438714         462503525         462556812         462610445         462665027         462718925         462772526         462831959         462884354         462936154   
448100396      448225318         448343079         460428444         462038159         462132051         462202474         462260241         462315235         462372681         462438722         462501735         462556820         462610601         462665035         462719022         462772542         462832072         462884370         462936360   
448100412      448225342         448343095         460428964         462038209         462132085         462202482         462260258         462315243         462372699         462438730         462501743         462556846         462610627         462665050         462719030         462772559         462832080         462884396         462936378   
448100453      448225417         448343145         460430960         462038217         462132101         462202524         462260266         462315268         462372707         462438748         462501750         462556853         462610635         462665068         462719063         462772567         462832098         462884446         462936410   
448100826      448225482         448343640         460431182         462038332         462132119         462200866         462260308         462315441         462372723         462438821         462501768         462556937         462610643         462665191         462719071         462772682         462832122         462884602         462936444   
448100883      448225490         448343798         460432420         462038357         462132135         462200874         462260316         462315458         462372731         462438839         462501776         462556945         462610650         462665225         462719105         462772740         462832163         462884628         462936485   
448100917      448225524         448343889         460434723         462038365         462132150         462200908         462260324         462315466         462372756         462438847         462501784         462556952         462610668         462665258         462719139         462772773         462832171         462884644         462936527   
448100933      448221754         448343897         460451768         462038381         462132333         462200965         462260407         462315474         462372855         462438854         462501909         462556960         462610783         462665274         462719329         462772823         462832197         462884651         462936675   
448100941      448221796         448343921         460452311         462038399         462132390         462200973         462260423         462315490         462372863         462438912         462501917         462556978         462610791         462665282         462719337         462772831         462832213         462884669         462936691   
448100958      448221812         448343939         460453913         462038423         462132416         462201021         462260449         462315508         462372905         462438920         462501925         462556986         462610809         462665316         462719345         462772872         462832221         462884693         462936725   
448101451      448221887         448344192         460456486         462038654         462132424         462201146         462260464         462315623         462372921         462439290         462501941         462556994         462610817         462665456         462719352         462773052         462832254         462884834         462936733   
448101535      448221937         448344267         460458466         462038720         462132432         462201153         462260472         462315631         462372939         462439316         462501966         462557000         462610825         462665464         462719410         462773078         462832262         462884859         462936758   
448101543      448221945         448344275         460461221         462038787         462132481         462201161         462260498         462315656         462372954         462439332         462501974         462557018         462610841         462665472         462719428         462773086         462832270         462884875         462936766   
448101576      448222182         448344374         460482508         462038829         462132853         462201179         462260522         462315664         462373044         462439340         462502063         462557059         462611005         462665506         462719535         462773136         462832411         462884891         462937012   
448101709      448222190         448344440         460482524         462038845         462132887         462201187         462260530         462315672         462373051         462439381         462502089         462557067         462611013         462665514         462719550         462773185         462832437         462884909         462937020   
448101717      448222208         448344515         460483738         462038852         462132903         462201195         462260548         462315680         462373069         462439423         462502097         462557075         462611021         462665530         462719568         462773193         462832478         462884933         462937038   
448101907      448222240         448344531         460485816         462039041         462132911         462201336         462260563         462315888         462373077         462439738         462502105         462557166         462611062         462665654         462719584         462773425         462832510         462883406         462937053   
448101915      448222380         448344598         460490329         462039090         462132960         462201344         462260571         462315938         462373085         462439746         462502113         462557182         462611070         462665688         462719592         462773458         462832536         462883414         462937079   
448101972      448222430         448344614         460490337         462039124         462132994         462201369         462260597         462315946         462373093         462439795         462502121         462557190         462611088         462665696         462719634         462773466         462832544         462883430         462937111   
448102087      448222976         448344622         460528441         462039165         462133265         462201419         462260688         462315953         462373168         462439803         462502246         462557216         462609819         462665746         462719808         462773490         462832684         462883448         462937251   
448102152      448222984         448344648         460531361         462039199         462133299         462201427         462260696         462315995         462373176         462439811         462502261         462557240         462609843         462665753         462719816         462773508         462832692         462883455         462937277   
448102202      448223008         448344655         460532955         462039207         462133315         462201435         462260738         462316001         462373192         462439845         462502303         462557356         462609850         462665761         462719899         462773516         462832726         462883463         462937285   
448102673      448223024         448344911         460535677         462039447         462133331         462201641         462260746         462314030         462373200         462440017         462502329         462557547         462609868         462665902         462719915         462773680         462832734         462883562         462937293   
448102756      448223032         448345025         460535768         462039454         462133356         462201666         462260779         462314089         462373218         462440074         462502378         462557554         462609876         462665928         462719923         462773706         462832742         462883570         462937301   
448102798      448223057         448345090         460538994         462039462         462133364         462201674         462260787         462314154         462373226         462440116         462502394         462557562         462609884         462665944         462719964         462773748         462832759         462883596         462937319   
448102855      448223206         448345199         460344344         462039512         462133653         462201690         462260878         462314170         462373309         462440157         462502550         462557570         462609975         462665951         462720111         462773789         462832932         462883612         462937368   
448102947      448223222         448345405         460348006         462039587         462133661         462201708         462260894         462314204         462373317         462440199         462502592         462557596         462609991         462665977         462720152         462773839         462832965         462883638         462937418   
448102954      448223255         448345413         460350010         462039637         462133745         462201724         462260910         462314220         462373325         462440207         462502618         462557604         462610015         462665985         462720160         462773847         462832973         462883646         462937426   
448103432      448223271         448345678         460350671         462039934         462133752         462201906         462260928         462314337         462373333         462440579         462502626         462557729         462610031         462666009         462720202         462774126         462832981         462883802         462937434   
448103473      448223305         448345694         460353337         462039975         462133760         462201914         462260936         462314345         462373341         462440595         462502634         462557737         462610049         462666017         462720228         462774142         462833005         462883810         462937459   
448103606      448223388         448345710         460353485         462040007         462133844         462201930         462260969         462314378         462373358         462440645         462502675         462557752         462610064         462666033         462720236         462774209         462833013         462883828         462937509   
448103622      448223701         448345736         460363013         462040031         462134115         462201955         462261066         462314410         462373366         462440652         462502899         462557778         462610148         462666041         462720335         462774225         462833104         462883844         462937640   
448103655      448223743         448345777         460363104         462040049         462134131         462201963         462261074         462314436         462373374         462440660         462502956         462557786         462610163         462666058         462720350         462774233         462833112         462883877         462937699   
448103663      448223750         448345785         460363237         462040148         462134149         462201971         462261082         462314519         462373390         462440678         462502964         462557794         462610189         462666082         462720368         462774274         462833138         462883885         462937731   
448104075      448223776         448346171         460365356         462040171         462134271         462202052         462261090         462314634         462373408         462441007         462502972         462557919         462610197         462666231         462720434         462774431         462833146         462883992         462937764   
448104083      448223917         448346205         460369879         462040205         462134289         462202060         462261108         462314642         462373416         462441064         462502980         462557992         462610205         462666249         462720459         462774449         462833153         462884008         462937780   
448104125      448223990         448346247         460370810         462040213         462134313         462202086         462261116         462314659         462373457         462441072         462503004         462558057         462610213         462666264         462720483         462774456         462833179         462884016         462937806   
448104166      448224527         448346346         460391741         462040221         462134537         462202094         462261249         462314675         462373671         462441114         462503228         462558065         462610304         462666298         462718677         462774480         462833252         462884081         462938051   
448104224      448224543         448346387         460393028         462040247         462134545         462202102         462261256         462314774         462373697         462441155         462503236         462558073         462610312         462666314         462718701         462774498         462833260         462884099         462938069   
448104232      448224576         448346437         460393820         462040262         462134552         462202151         462261264         462314782         462373705         462441163         462503251         462558081         462610320         462666355         462718743         462774530         462833302         462884123         462938101   
448104703      448224618         448346726         460398811         462040528         462134560         462202276         462261272         462314980         462373713         462438557         462503269         462558248         462610338         462666470         462718750         462774613         462833310         462884222         462938119   
448104745      448224659         448346734         460399470         462040536         462134594         462202292         462261298         462315011         462373721         462438565         462503327         462558263         462610353         462666488         462718768         462774621         462833328         462884230         462938135   
448104877      448224733         448346890         460406911         462040593         462134636         462202300         462261322         462315052         462373739         462438623         462503335         462558271         462610379         462666496         462718784         462774639         462833336         462884248         462938150   
448104893      448225128         448346932         460414105         462040601         462131863         462202318         462261470         462315086         462373903         462438631         462503533         462558297         462610486         462666504         462718933         462774647         462833542         462884255         462938267   
448104927      448225136         448346999         460416100         462040635         462131913         462202334         462261488         462315102         462373911         462438664         462503558         462558305         462610494         462666520         462718941         462774670         462833575         462884289         462938291   
448104943      448225169         448347161         460425523         462040668         462131921         462202342         462261496         462315128         462373945         462438672         462503566         462558313         462610502         462666561         462718966         462774688         462833609         462884297         462938325   
448100479      448225177         448347625         460425572         462040973         462131939         462202557         462261504         462315292         462373960         462438755         462503574         462558511         462610528         462666694         462718974         462774696         462833625         462884453         462938333   
448100503      448225185         448347633         460426166         462040999         462131947         462202581         462261512         462315318         462373978         462438763         462503624         462558537         462610569         462666728         462718990         462774704         462833633         462884461         462938341   
448100578      448225292         448347716         460428139         462041013         462131988         462202599         462261520         462315326         462373986         462438771         462503632         462558545         462610585         462666769         462719014         462774712         462833641         462884529         462938366   

 


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448100644      448225557         448347807         460435761         462041070         462132176         462202615         462261611         462315367         462374190         462438797         462503657         462558552         462610676         462666785         462719147         462774738         462833740         462884537         462938473   
448100693      448225649         448347849         460438237         462041096         462132184         462202623         462261629         462315383         462374232         462438805         462503665         462558560         462610718         462666793         462719170         462774746         462833757         462884545         462938481   
448100719      448225656         448347856         460439995         462041104         462132218         462202631         462261637         462315409         462374265         462438813         462503731         462558586         462610726         462666801         462719188         462774753         462833765         462884560         462938499   
448101196      448225714         448348219         460445273         462041336         462132234         462202656         462261645         462315516         462374273         462438953         462503749         462558842         462610734         462667023         462719212         462774894         462833781         462884743         462938507   
448101204      448225730         448348243         460447071         462041351         462132291         462202664         462261660         462315524         462374372         462438961         462503772         462558859         462610742         462667031         462719220         462774902         462833799         462884750         462938531   
448101287      448225797         448348516         460450406         462041401         462132317         462202680         462261694         462315532         462374380         462439019         462503814         462558867         462610775         462667080         462719253         462774944         462833807         462884768         462938556   
448101303      448225813         448348532         460471022         462041435         462132515         462202698         462261785         462315599         462374653         462439035         462503947         462558875         462610874         462667171         462719436         462774977         462832296         462884776         462938705   
448101345      448225821         448348623         460473069         462041468         462132572         462202706         462261793         462315607         462374711         462439068         462503970         462558883         462610882         462667197         462719451         462774993         462832320         462884784         462938721   
448101402      448225888         448348664         460474828         462041484         462132648         462202714         462261835         462315615         462374737         462439282         462504051         462558891         462610890         462667221         462719469         462775032         462832338         462884818         462938739   
448101725      448225904         448349043         460475601         462041773         462132705         462202839         462261850         462315698         462374810         462439563         462504069         462557091         462610916         462667403         462719493         462775313         462832346         462884941         462938747   
448101766      448225953         448349100         460480338         462041781         462132788         462202854         462261900         462315722         462374836         462439597         462504143         462557109         462610932         462667437         462719519         462775370         462832353         462884974         462938754   
448101790      448225979         448349175         460482383         462041799         462132804         462202888         462261918         462315730         462374851         462439605         462504176         462557125         462610973         462667445         462719527         462775388         462832395         462884982         462938770   
448101832      448226357         448349191         460491319         462041815         462133018         462202896         462260605         462315813         462375049         462439613         462504390         462557133         462611096         462667452         462719675         462775412         462832577         462885013         462938945   
448101857      448226373         448349290         460497118         462041823         462133083         462202904         462260613         462315821         462375056         462439662         462504416         462557141         462611112         462667460         462719709         462775438         462832619         462885021         462938952   
448101881      448226381         448349324         460498769         462041831         462133117         462202946         462260639         462315862         462375122         462439720         462504432         462557158         462611153         462667486         462719717         462775495         462832627         462885039         462938960   
448102210      448226571         448344663         460499064         462042011         462133125         462203050         462260654         462316019         462375155         462439852         462504440         462557364         462611179         462667593         462719741         462775651         462832643         462885047         462938978   
448102236      448226613         448344689         460510852         462042060         462133133         462203068         462260662         462316027         462375163         462439860         462504465         462557448         462611187         462667601         462719774         462775677         462832650         462885054         462939034   
448102244      448226639         448344754         460518459         462042102         462133190         462203084         462260670         462316092         462375189         462439902         462504473         462557471         462611211         462667619         462719782         462775693         462832668         462885062         462939059   
448102442      448226928         448344796         460544489         462042284         462133448         462203092         462260795         462316118         462375346         462439969         462504614         462557497         462611229         462667650         462719998         462775701         462832775         462885070         462939208   
448102608      448227033         448344838         460557945         462042326         462133471         462203100         462260803         462316159         462375379         462439985         462504630         462557521         462611237         462667676         462720004         462775719         462832783         462885096         462939216   
448102657      448227132         448344861         460567100         462042375         462133497         462203118         462260811         462316167         462375403         462439993         462504663         462557539         462611252         462667718         462720020         462775727         462832817         462885104         462939224   
448102962      448227181         448345538         460570039         462042557         462133596         462203233         462260829         462316209         462375429         462440215         462504671         462557612         462611278         462667924         462720046         462775909         462832866         462885245         462939257   
448103010      448227207         448345546         460583347         462042599         462133612         462203241         462260845         462316233         462375437         462440330         462504689         462557646         462611286         462667957         462720095         462775917         462832874         462885252         462939307   
448103028      448227215         448345587         460588536         462042623         462133638         462203258         462260852         462316241         462375445         462440363         462504697         462557653         462611294         462667981         462720103         462775925         462832908         462885260         462939315   
448103069      448227546         448345637         460596752         462042649         462133851         462203290         462260977         462316258         462375650         462440389         462504887         462557679         462611427         462668013         462720251         462775941         462833021         462885278         462937525   
448103168      448227629         448345652         460599038         462042698         462133877         462203316         462260985         462316266         462375676         462440488         462504903         462557703         462611443         462668039         462720269         462775958         462833039         462885286         462937541   
448103416      448227645         448345660         460599897         462042706         462133927         462203324         462260993         462316282         462375684         462440561         462504911         462557711         462611492         462668054         462720277         462775966         462833054         462885294         462937558   
448103689      448227736         448345843         460600000         462043035         462133935         462203456         462261009         462316381         462375692         462440686         462504952         462557802         462611518         462666108         462720293         462776121         462833062         462885401         462937574   
448103788      448227843         448345942         460608375         462043043         462133968         462203464         462261025         462316415         462375726         462440736         462504960         462557810         462611526         462666124         462720301         462776147         462833088         462885427         462937590   
448103853      448227850         448345975         460621014         462043092         462133992         462203472         462261041         462316423         462375734         462440769         462504986         462557828         462611567         462666157         462720319         462776170         462833096         462885435         462937624   
448103903      448228197         448346056         460640535         462043167         462134339         462203480         462261132         462316464         462373473         462440777         462505116         462557836         462611732         462666165         462720517         462776220         462833187         462885468         462937814   
448103986      448228338         448346064         460640618         462043175         462134362         462203514         462261157         462316522         462373507         462440900         462505256         462557844         462611765         462666181         462720533         462776246         462833195         462885476         462937863   
448104059      448228411         448346098         460647969         462043183         462134370         462203548         462261165         462316530         462373549         462440934         462505264         462557869         462611773         462666199         462720558         462776287         462833203         462885484         462937871   
448104265      448228429         448346486         460655319         462040288         462134404         462203654         462261173         462316787         462373556         462441171         462505314         462558099         462611849         462666363         462720590         462776444         462833211         462885567         462937897   
448104356      448228536         448346502         460660327         462040379         462134487         462203662         462261215         462316803         462373580         462441262         462505322         462558107         462611872         462666389         462720608         462776485         462833237         462885583         462937962   
448104372      448228577         448346544         460661424         462040437         462134503         462203670         462261231         462316852         462373606         462441270         462505389         462558123         462611898         462666405         462720624         462776501         462833245         462885591         462938036   
448104455      448229005         448346569         460698160         462040445         462134685         462203688         462261363         462316860         462373788         462441288         462505512         462558149         462612011         462666421         462720640         462776519         462833344         462885633         462938176   
448104661      448229062         448346577         460700529         462040460         462134727         462203696         462261371         462316878         462373812         462441296         462505520         462558164         462612037         462666447         462720665         462776550         462833401         462885641         462938184   
448104679      448229070         448346593         460703929         462040502         462134743         462203704         462261405         462316886         462373861         462441304         462505546         462558222         462612045         462666462         462720673         462776568         462833427         462885658         462938192   
448104984      448229138         448347179         460705858         462040734         462134750         462203803         462261439         462317058         462373879         462441346         462505579         462558321         462612078         462666579         462720681         462776766         462833443         462885971         462938218   
448104992      448229146         448347195         460714611         462040825         462134768         462203829         462261447         462317082         462373887         462441353         462505611         462558354         462612086         462666595         462720707         462776790         462833450         462885989         462938242   
448105015      448229153         448347252         460715162         462040866         462134826         462203837         462261462         462317090         462373895         462441361         462505629         462558396         462612094         462666629         462720723         462776816         462833518         462886045         462938259   
448105049      448229757         448347310         460744568         462040890         462134842         462203845         462261538         462317140         462374034         462441379         462505827         462558438         462612201         462666637         462720814         462776840         462833666         462886144         462938374   
448105072      448229823         448347401         460745607         462040916         462134859         462203860         462261553         462317165         462374059         462441429         462505843         462558453         462612227         462666660         462720830         462776857         462833674         462886219         462938390   
448105122      448230037         448347591         460750185         462040932         462134891         462203878         462261579         462317173         462374083         462441486         462505868         462558479         462612250         462666678         462720848         462776865         462833682         462886359         462938408   
448105296      448230094         448347872         460771157         462041153         462134974         462203977         462261587         462317298         462374109         462441767         462505884         462558602         462612284         462666843         462720855         462774787         462833690         462886615         462938432   
448105312      448230151         448347922         460771504         462041187         462135005         462204009         462261595         462317306         462374117         462441791         462505892         462558651         462612318         462666892         462720863         462774803         462833708         462886623         462938457   
448105361      448230169         448347971         460774797         462041203         462135021         462204017         462261603         462317314         462374125         462441809         462505983         462558677         462612326         462666942         462720889         462774837         462833716         462886714         462938465   
448105403      448230714         448348037         460829419         462041229         462135237         462204033         462261702         462317322         462374398         462441825         462503822         462558768         462612441         462666959         462721051         462774845         462833823         462886730         462938598   
448105445      448230722         448348185         460829922         462041260         462135245         462204058         462261710         462317330         462374406         462441890         462503855         462558776         462612458         462666967         462721069         462774860         462833856         462886961         462938630   
448105460      448230813         448348201         460834187         462041278         462135302         462204082         462261728         462317348         462374414         462441940         462503863         462558826         462612490         462666991         462721085         462774886         462833880         462887068         462938648   
448105759      448230821         448348789         460858343         462041526         462135393         462202722         462261744         462317520         462374455         462442138         462503871         462558933         462612524         462667239         462721101         462775057         462833914         462887712         462938655   
448105783      448230847         448348797         460858814         462041559         462135435         462202730         462261769         462317553         462374463         462442229         462503897         462558958         462612540         462667247         462721127         462775099         462833922         462887829         462938663   
448105809      448230854         448348813         460869514         462041575         462135443         462202755         462261777         462317595         462374604         462442237         462503913         462558966         462612573         462667254         462721135         462775115         462833930         462887886         462938689   
448105882      448225995         448348821         460926405         462041641         462135849         462202805         462261934         462317603         462374877         462442252         462504184         462558982         462612656         462667346         462721267         462775198         462833955         462887894         462938804   
448105908      448226035         448348862         460926413         462041682         462135856         462202813         462261983         462317611         462374901         462442344         462504218         462558990         462612680         462667361         462721275         462775214         462833963         462887928         462938820   
448106021      448226076         448348888         460927452         462041716         462135872         462202821         462262015         462317629         462374943         462442369         462504259         462559006         462612698         462667395         462721283         462775297         462833971         462888066         462938846   
448106260      448226142         448349357         460928468         462041856         462135906         462202953         462262023         462317793         462374968         462442542         462504283         462559014         462612706         462667494         462721291         462775545         462833989         462888678         462938887   
448106393      448226183         448349399         460930365         462041864         462135948         462202961         462262031         462317801         462374992         462442559         462504317         462559030         462612714         462667502         462721309         462775560         462833997         462888942         462938895   
448106443      448226308         448349456         460931785         462041880         462136011         462202979         462262080         462317926         462375015         462442567         462504366         462559071         462612722         462667528         462721317         462775578         462834003         462889031         462938937   
448106518      448226662         448349464         460948680         462041914         462136201         462203027         462262106         462317967         462375205         462442583         462504507         462559089         462613035         462667536         462721572         462775594         462834169         462889254         462939067   
448106583      448226738         448349563         460949365         462041997         462136227         462203035         462262155         462317975         462375213         462442591         462504523         462559097         462613043         462667569         462721630         462775602         462834185         462889262         462939075   
448106609      448226746         448349571         460949456         462042003         462136243         462203043         462262171         462318007         462375239         462442625         462504556         462559113         462613050         462667577         462721648         462775628         462834201         462889320         462939125   

 


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448107052      448226829         448349621         460949498         462042391         462136292         462203126         462262197         462318148         462375304         462442823         462504564         462559238         462613068         462667783         462721671         462775743         462834243         462885146         462939133   
448107078      448226886         448349647         460949563         462042409         462136375         462203142         462262213         462318155         462375320         462442906         462504572         462559246         462613084         462667809         462721689         462775784         462834268         462885153         462939174   
448107086      448226902         448349670         460949928         462042417         462136391         462203183         462262254         462318221         462375338         462442930         462504606         462559261         462613126         462667817         462721713         462775792         462834284         462885187         462939190   
448107243      448227223         448349746         460956055         462042433         462136664         462203209         462262502         462318239         462375486         462442948         462504713         462559279         462611302         462667825         462721929         462775818         462834466         462885195         462939331   
448107284      448227280         448349795         460956501         462042482         462136672         462203217         462262536         462318312         462375528         462442963         462504754         462559287         462611310         462667841         462721952         462775842         462834482         462885211         462939349   
448107292      448227298         448349852         460957954         462042540         462136763         462203225         462262544         462318353         462375577         462442989         462504770         462559295         462611328         462667916         462721978         462775875         462834508         462885237         462939364   
448107615      448227413         448350165         460959893         462042763         462136789         462203340         462262551         462316290         462375585         462443177         462504812         462559428         462611377         462668062         462722000         462775974         462834532         462885310         462939372   
448107672      448227447         448350207         460961196         462042805         462136854         462203357         462262585         462316308         462375619         462443193         462504861         462559436         462611393         462668088         462722042         462775982         462834565         462885328         462939398   
448107680      448227504         448350215         460962061         462042821         462136862         462203365         462262619         462316324         462375627         462443250         462504879         462559444         462611419         462668096         462722059         462775990         462834573         462885336         462939406   
448107706      448227942         448350330         460629884         462042888         462137027         462203399         462262726         462316340         462375759         462443326         462505017         462559451         462611609         462668104         462722208         462776006         462834722         462885351         462939414   
448107722      448228080         448350363         460631336         462043001         462137050         462203415         462262742         462316365         462375783         462443458         462505025         462559477         462611633         462668146         462722216         462776014         462834748         462885377         462939422   
448107888      448228106         448350389         460637861         462043019         462137084         462203449         462262759         462316373         462375791         462443482         462505041         462559493         462611682         462668153         462722224         462776097         462834755         462885385         462939430   
448108233      448228114         448350751         460638760         462043225         462137142         462203555         462262767         462316571         462375809         462443698         462505066         462559584         462611690         462668179         462722240         462776295         462834763         462885492         462939448   
448108241      448228122         448350843         460638794         462043308         462137159         462203571         462262783         462316654         462375825         462443722         462505074         462559600         462611708         462668187         462722273         462776303         462834771         462885500         462939463   
448108258      448228163         448350868         460640329         462043332         462137316         462203597         462262791         462316662         462375833         462443730         462505082         462559618         462611724         462668203         462722281         462776311         462834797         462885518         462939471   
448108266      448228593         448350900         460664311         462043506         462137431         462203613         462262981         462316670         462375858         462443748         462505405         462559626         462611906         462668237         462722380         462776352         462834912         462885534         462939679   
448108282      448228726         448350926         460670821         462043522         462137464         462203621         462262999         462316704         462375908         462443755         462505413         462559659         462611914         462668245         462722398         462776402         462834953         462885542         462939687   
448108290      448228759         448350934         460679178         462043621         462137472         462203639         462263005         462316753         462375940         462443763         462505447         462559675         462611930         462668252         462722406         462776410         462834961         462885559         462939695   
448108563      448228825         448351155         460680069         462043654         462137480         462203720         462263021         462316894         462376088         462444043         462505454         462559774         462611955         462668468         462722422         462776618         462834987         462885682         462939711   
448108589      448228908         448351205         460686694         462043696         462137506         462203753         462263054         462316902         462376112         462444068         462505496         462559782         462611963         462668492         462722430         462776667         462835075         462885732         462939729   
448108597      448228940         448351213         460691140         462043761         462137514         462203761         462263112         462316910         462376153         462444076         462505504         462559790         462612003         462668526         462722455         462776683         462835133         462885880         462939752   
448108613      448229161         448351239         460726110         462043845         462137662         462203779         462263351         462316936         462376302         462444092         462505702         462559808         462612110         462668559         462720731         462776691         462835307         462885922         462939927   
448108662      448229286         448351247         460726169         462043852         462137738         462203787         462263369         462316969         462376310         462444118         462505736         462559857         462612136         462668567         462720749         462776725         462835323         462885955         462939943   
448108712      448229351         448351312         460727209         462043910         462137746         462203795         462263385         462316993         462376336         462444126         462505744         462559865         462612151         462668575         462720756         462776741         462835331         462885963         462939950   
448109033      448229377         448351882         460733058         462044116         462137753         462203886         462263484         462317181         462376344         462441544         462505777         462559998         462612169         462668666         462720764         462776931         462835364         462886367         462939968   
448109066      448229526         448351908         460736184         462044256         462137829         462203894         462263492         462317199         462376351         462441577         462505785         462560095         462612177         462668740         462720772         462776964         462835372         462886383         462939992   
448109140      448229617         448351999         460737463         462044272         462137852         462203928         462263500         462317207         462376369         462441593         462505819         462560103         462612185         462668773         462720798         462776972         462835398         462886391         462940008   
448109199      448230201         448352005         460789936         462044348         462135039         462203936         462263674         462317215         462376625         462441676         462506023         462560111         462612334         462668781         462720913         462777004         462835604         462886482         462940107   
448109207      448230250         448352062         460793805         462044397         462135088         462203951         462263690         462317223         462376666         462441684         462506049         462560129         462612367         462668880         462720947         462777053         462835612         462886490         462940115   
448109223      448230284         448352187         460795586         462044439         462135153         462203969         462263799         462317231         462376682         462441759         462506064         462560137         462612383         462668898         462720954         462777061         462835620         462886565         462940164   
448105486      448230375         448352344         460798044         462044652         462135179         462204090         462263831         462317355         462376807         462441965         462506106         462560343         462612391         462669037         462720962         462777129         462835638         462887159         462940172   
448105494      448230474         448352369         460806904         462044728         462135187         462204108         462263856         462317405         462376823         462442005         462506155         462560368         462612409         462669045         462721028         462777160         462835687         462887175         462940180   
448105502      448230573         448352377         460811458         462044744         462135211         462204132         462263872         462317447         462376831         462442021         462506171         462560384         462612425         462669060         462721044         462777178         462835695         462887290         462940222   
448105536      448230896         448352419         460890296         462044793         462135468         462204173         462264086         462317454         462377037         462442039         462506189         462560392         462612581         462669086         462721143         462777194         462835794         462887498         462940404   
448105585      448230938         448352450         460901267         462044819         462135500         462204215         462264110         462317470         462377045         462442070         462506213         462560442         462612599         462669102         462721192         462777228         462835802         462887605         462940420   
448105742      448230961         448352500         460902687         462044843         462135682         462204231         462264128         462317488         462377052         462442120         462506221         462560533         462612607         462669110         462721200         462777236         462835828         462887647         462940446   
448106062      448230995         448352781         460917123         462044975         462135716         462204256         462264151         462317637         462377078         462442401         462506239         462560640         462612615         462669243         462721226         462777376         462835893         462888207         462940487   
448106112      448231035         448352815         460919749         462045006         462135732         462204264         462264169         462317645         462377110         462442419         462506254         462560665         462612623         462669250         462721234         462777418         462835901         462888272         462940503   
448106153      448231142         448352880         460922115         462045063         462135781         462204363         462264177         462317736         462377128         462442427         462506320         462560673         462612649         462669276         462721242         462777426         462835919         462888413         462940529   
448106161      448231183         448352922         460931868         462045071         462136037         462204389         462264383         462317769         462377292         462442518         462506593         462560699         462612763         462669326         462721382         462777434         462834078         462888553         462940776   
448106211      448231191         448353003         460932643         462045139         462136052         462204413         462264409         462317777         462377318         462442526         462506601         462560707         462612789         462669334         462721416         462777459         462834086         462888611         462940784   
448106252      448231209         448353086         460935364         462045154         462136094         462204447         462264417         462317785         462377342         462442534         462506700         462560715         462612805         462669367         462721473         462777475         462834094         462888645         462940792   
448106625      448231274         448353458         460935547         462045352         462136128         462204629         462264425         462318015         462377359         462442666         462506726         462559147         462612870         462669532         462721481         462777582         462834102         462889346         462940800   
448106781      448231324         448353474         460945975         462045378         462136144         462204637         462264466         462318049         462377375         462442682         462506775         462559154         462612912         462669664         462721549         462777608         462834136         462889353         462940818   
448106807      448231431         448353540         460946247         462045386         462136185         462204686         462264482         462318064         462377482         462442690         462506783         462559188         462612961         462669680         462721564         462777616         462834144         462889478         462940867   
448106914      448231803         448353573         460950348         462045402         462136441         462204736         462262304         462318098         462377722         462442708         462506908         462559196         462613142         462669698         462721762         462777624         462834300         462889502         462941063   
448106930      448231837         448353581         460952161         462045451         462136466         462204744         462262338         462318106         462377755         462442716         462506932         462559212         462613175         462669706         462721770         462777632         462834318         462889536         462941089   
448106955      448231878         448353631         460952831         462045485         462136490         462204751         462262353         462318130         462377797         462442799         462506940         462559220         462613191         462669714         462721796         462777640         462834326         462889551         462941154   
448107359      448231886         448349860         460953417         462045774         462136524         462204850         462262361         462318395         462377813         462443003         462506973         462559303         462613209         462669888         462721812         462777764         462834367         462889601         462941196   
448107409      448231902         448349878         460953706         462045790         462136540         462204868         462262379         462318411         462377821         462443045         462507005         462559311         462613233         462669904         462721887         462777772         462834375         462889627         462941261   
448107490      448231928         448349977         460955883         462045808         462136631         462204892         462262403         462318437         462377847         462443086         462507070         462559378         462613266         462669912         462721903         462777806         462834458         462889643         462941279   
448107532      448232512         448350074         460963564         462045824         462136870         462204900         462262643         462318445         462378001         462443094         462507278         462559386         462613282         462669953         462722083         462777814         462834581         462889650         462941402   
448107565      448232553         448350090         460963572         462045832         462136888         462204959         462262650         462318460         462378027         462443136         462507286         462559394         462613365         462669987         462722091         462777830         462834607         462889668         462941410   
448107607      448232595         448350108         460964489         462045931         462136912         462204991         462262668         462318494         462378050         462443151         462507294         462559410         462613381         462670050         462722109         462777855         462834623         462889676         462941444   
448107904      448232603         448350447         460966914         462046160         462136979         462205139         462262676         462318510         462378084         462443508         462507344         462559501         462613407         462670241         462722133         462777996         462834649         462889775         462941469   
448107946      448232702         448350470         460968852         462046244         462136987         462205147         462262692         462318536         462378100         462443516         462507377         462559519         462613415         462670258         462722141         462778036         462834672         462889791         462941501   
448107953      448232710         448350496         460968944         462046251         462136995         462205188         462262700         462318551         462378118         462443540         462507385         462559527         462613423         462670290         462722190         462778044         462834680         462889817         462941543   
448108035      448233031         448350595         460970429         462046293         462137324         462205204         462262825         462318577         462378233         462443599         462507534         462559535         462613589         462670308         462722299         462778051         462834821         462889833         462939489   
448108142      448233122         448350652         460970668         462046327         462137332         462205238         462262833         462318585         462378274         462443664         462507575         462559550         462613605         462670324         462722307         462778101         462834839         462889841         462939513   
448108183      448233148         448350744         460971682         462046368         462137340         462205253         462262841         462318601         462378290         462443672         462507583         462559568         462613647         462670407         462722315         462778127         462834862         462889874         462939521   
448108316      448233171         448350942         460971930         462046681         462137365         462205444         462262866         462318809         462378316         462443789         462507591         462559683         462613654         462668260         462722323         462778267         462834870         462890013         462939539   
448108332      448233197         448351031         460977143         462046723         462137381         462205451         462262908         462318817         462378324         462443821         462507633         462559691         462613670         462668294         462722331         462778275         462834888         462890021         462939547   
448108449      448233270         448351049         460977382         462046756         462137423         462205477         462262973         462318841         462378340         462443904         462507658         462559725         462613696         462668310         462722349         462778291         462834896         462890070         462939661   

 


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448108472      448233627         448351106         460984982         462046764         462137522         462205485         462263187         462318858         462376179         462443938         462507856         462559733         462613811         462668419         462722463         462778358         462835190         462890088         462939760   
448108514      448233635         448351114         460985633         462046780         462137571         462205543         462263195         462318874         462376203         462443979         462507922         462559758         462613837         462668435         462722471         462778424         462835232         462890120         462939786   
448108555      448233700         448351122         460986557         462046855         462137605         462205600         462263211         462318882         462376229         462444019         462507948         462559766         462613860         462668443         462722497         462778432         462835240         462890138         462939794   
448108746      448233742         448351379         460990138         462043969         462137621         462205766         462263245         462319096         462376237         462444183         462507963         462559873         462613886         462668583         462722505         462778564         462835265         462890229         462939844   
448108779      448233783         448351437         460992282         462043977         462137639         462205774         462263260         462319104         462376245         462444225         462507997         462559915         462613894         462668591         462722513         462778572         462835281         462890245         462939851   
448108787      448233817         448351478         460994858         462043993         462137647         462205782         462263344         462319112         462376260         462444290         462508003         462559923         462613902         462668609         462722521         462778580         462835299         462890252         462939885   
448108803      448234005         448351585         461007304         462044017         462137894         462205816         462263526         462319120         462376435         462444365         462508136         462559931         462614017         462668617         462722539         462778598         462835414         462890260         462940016   
448108878      448234013         448351627         461007940         462044033         462137951         462205865         462263583         462319153         462376476         462444373         462508151         462559972         462614033         462668625         462722547         462778606         462835489         462890302         462940024   
448108928      448234070         448351858         461008393         462044108         462137985         462205931         462263625         462319187         462376500         462444381         462508169         462559980         462614058         462668658         462722554         462778622         462835497         462890344         462940057   
448109330      448234138         448352211         461008559         462044462         462138017         462206129         462263641         462319369         462376526         462444399         462508185         462560145         462614132         462668914         462722562         462778754         462835513         462890500         462940065   
448109355      448234237         448352229         461009169         462044579         462138025         462206137         462263658         462319385         462376534         462444431         462508193         462560160         462614157         462668930         462722570         462778762         462835570         462890526         462940081   
448109694      448234302         448352245         461012510         462044595         462138066         462206160         462263666         462319401         462376575         462444449         462508201         462560186         462614165         462668948         462722604         462778770         462835588         462890575         462940099   
448109744      448234666         448352260         461020083         462044611         462138124         462206210         462263880         462319419         462376898         462444498         462508359         462560194         462614298         462668955         462722687         462778788         462835703         462890583         462940230   
448109751      448234708         448352310         461024424         462044637         462138173         462206228         462263906         462319468         462376906         462444506         462508375         462560202         462614306         462668963         462722711         462778796         462835711         462890591         462940248   
448109777      448234831         448352328         461026007         462044645         462138199         462206277         462263948         462319476         462376914         462444605         462508391         462560335         462614314         462669003         462722737         462778804         462835729         462890641         462940313   
448109793      448234864         448352526         461028185         462044868         462138272         462206558         462263955         462319609         462376930         462444878         462508466         462560541         462614330         462669144         462722745         462777244         462835737         462890807         462940354   
448109819      448234948         448352575         461028920         462044876         462138348         462206566         462264003         462319617         462376971         462444910         462508482         462560566         462614355         462669177         462722752         462777251         462835752         462890880         462940370   
448109843      448235127         448352666         461033920         462044884         462138371         462206632         462264078         462319633         462377029         462444928         462508490         462560582         462614363         462669185         462722760         462777277         462835778         462890898         462940396   
448109967      448235341         448352716         461038655         462044900         462138660         462206640         462264201         462319666         462377136         462444993         462506379         462560608         462614470         462669201         462722927         462777301         462835927         462890930         462940545   
448110031      448235390         448352732         461040248         462044934         462138678         462206657         462264227         462319674         462377151         462445016         462506437         462560616         462614488         462669219         462722935         462777335         462835935         462890955         462940578   
448110155      448235440         448352773         461040537         462044942         462138686         462206681         462264235         462319708         462377185         462445040         462506452         462560624         462614496         462669227         462722943         462777343         462835943         462890971         462940636   
448110304      448235465         448353110         461041055         462045188         462138728         462204462         462264284         462319849         462377201         462445230         462506486         462560749         462614512         462669383         462722950         462777491         462835976         462891128         462940644   
448110395      448235515         448353128         461043440         462045196         462138744         462204488         462264367         462319864         462377235         462445255         462506502         462560780         462614520         462669391         462722968         462777517         462835984         462891144         462940701   
448110403      448235523         448353268         461044240         462045279         462138793         462204546         462264375         462319880         462377276         462445321         462506544         462560798         462614553         462669433         462722976         462777525         462836008         462891151         462940768   
448110411      448231464         448353284         461055428         462045295         462139056         462204553         462264508         462319906         462377540         462445339         462506809         462560806         462614645         462669466         462723107         462777541         462836065         462891185         462940891   
448110445      448231480         448353334         461057028         462045311         462139064         462204579         462264516         462319922         462377573         462445354         462506817         462560822         462614652         462669490         462723123         462777566         462836099         462891201         462940933   
448110528      448231670         448353367         461057481         462045329         462139163         462204611         462264540         462319930         462377599         462445388         462506825         462560830         462614660         462669516         462723131         462777574         462836123         462891219         462940966   
448111047      448231704         448353656         461058356         462045568         462139189         462204769         462264615         462320060         462377623         462445552         462506866         462560848         462614702         462669813         462723180         462777657         462836131         462891300         462940990   
448111070      448231787         448353672         461058877         462045584         462139197         462204785         462264698         462320136         462377631         462445610         462506882         462560855         462614710         462669821         462723198         462777665         462836164         462891334         462941022   
448111187      448231795         448353706         461059073         462045592         462139239         462204793         462264706         462320177         462377706         462445644         462506890         462560871         462614736         462669839         462723206         462777681         462836172         462891342         462941030   
448111237      448231951         448353771         461076531         462045600         462139486         462204801         462264714         462320185         462377888         462445693         462507096         462560897         462614843         462669854         462723412         462777715         462836370         462891383         462941287   
448111328      448232017         448353797         461077851         462045709         462139528         462204819         462264748         462320201         462377904         462445719         462507120         462560939         462614850         462669862         462723446         462777723         462836388         462891409         462941303   
448111385      448232165         448353813         461080228         462045725         462139551         462204843         462264771         462320219         462377920         462445727         462507161         462560962         462614876         462669870         462723495         462777731         462836396         462891425         462941311   
448111856      448232371         448353854         461082760         462045956         462139569         462205014         462264797         462320300         462377938         462446121         462507187         462561051         462614884         462670076         462723503         462777863         462836404         462889684         462941329   
448112003      448232389         448353904         461085540         462045964         462139601         462205055         462264821         462320334         462377953         462446139         462507211         462561093         462614900         462670100         462723529         462777897         462836420         462889692         462941345   
448112094      448232488         448353912         461086142         462046012         462139676         462205063         462264839         462320342         462377995         462446154         462507260         462561101         462614918         462670134         462723537         462777921         462836446         462889718         462941360   
448112169      448232736         448353946         461093478         462046020         462139932         462205089         462265026         462320383         462378134         462446238         462507393         462561119         462613431         462670175         462723685         462777939         462836537         462889726         462941592   
448112235      448232751         448353995         461094708         462046095         462139973         462205097         462265083         462320391         462378142         462446253         462507435         462561127         462613472         462670209         462723701         462777947         462836552         462889734         462941600   
448112243      448232843         448354019         461096471         462046152         462139981         462205121         462265141         462320425         462378167         462446295         462507443         462561143         462613480         462670233         462723719         462777954         462836578         462889759         462941634   
448112631      448232850         448354324         461097529         462046376         462140047         462205311         462265158         462318627         462378183         462446451         462507450         462561358         462613506         462670480         462723735         462778150         462836636         462889882         462941642   
448112649      448232868         448354340         461098618         462046418         462140088         462205329         462265166         462318635         462378191         462446469         462507500         462561374         462613530         462670506         462723743         462778184         462836669         462889932         462941675   
448112656      448232926         448354423         461098642         462046509         462140112         462205352         462265182         462318643         462378217         462446485         462507526         462561390         462613555         462670530         462723792         462778192         462836693         462889940         462941683   
448112698      448233304         448354456         460979412         462046558         462140427         462205394         462265380         462318684         462378357         462446501         462507773         462561408         462613704         462670548         462723933         462778200         462836792         462889965         462941725   
448112771      448233338         448354464         460979669         462046574         462140435         462205428         462265406         462318700         462378423         462446576         462507807         462561416         462613738         462670597         462723941         462778218         462836800         462889981         462941741   
448112854      448233395         448354514         460980600         462046640         462140468         462205436         462265422         462318759         462378472         462446592         462507815         462561424         462613746         462670647         462723966         462778242         462836818         462890005         462941758   
448113258      448233478         448354829         460981574         462046871         462140476         462205618         462265448         462318924         462378498         462446766         462507823         462561515         462613787         462670654         462724006         462778465         462836826         462890146         462941766   
448113266      448233494         448354852         460983703         462046947         462140492         462205626         462265489         462318957         462378530         462446774         462507831         462561531         462613795         462670670         462724014         462778473         462836842         462890161         462941774   
448113308      448233544         448354860         460983760         462046988         462140518         462205642         462265497         462318973         462378571         462446782         462507849         462561556         462613803         462670688         462724055         462778481         462836859         462890179         462941790   
448113340      448233841         448354878         460995590         462046996         462140633         462205667         462265604         462318999         462378621         462446840         462508029         462561564         462613936         462670704         462724238         462778507         462836941         462890187         462941899   
448113407      448233908         448354910         460997133         462047002         462140666         462205683         462265620         462319005         462378639         462446907         462508037         462561572         462613944         462670712         462724261         462778523         462836966         462890203         462941923   
448113431      448233916         448354936         460998438         462047036         462140674         462205733         462265695         462319054         462378670         462446915         462508086         462561580         462613951         462670738         462724311         462778531         462836990         462890211         462941931   
448113761      448233940         448355131         461002669         462047044         462140716         462205956         462265711         462319203         462378688         462447152         462508102         462561846         462613977         462670886         462724337         462778655         462837006         462890351         462941972   
448113837      448233965         448355156         461002941         462047051         462140724         462206012         462265729         462319237         462378712         462447301         462508110         462561861         462613993         462670902         462724378         462778671         462837048         462890377         462941980   
448113936      448233981         448355222         461005993         462047093         462140740         462206038         462265737         462319245         462378787         462447319         462508128         462561887         462614009         462670936         462724386         462778689         462837121         462890385         462941998   
448113993      448234351         448355271         461013146         462047119         462140856         462206079         462266230         462319336         462378910         462447392         462508235         462561903         462614199         462670944         462722612         462778697         462837246         462890393         462942137   
448114033      448234385         448355305         461013427         462047135         462140864         462206103         462266339         462319344         462378928         462447434         462508268         462561911         462614207         462670969         462722638         462778721         462837253         462890443         462942145   
448114074      448234443         448355370         461013468         462047168         462140872         462206111         462266354         462319351         462378951         462447475         462508292         462561945         462614215         462670977         462722646         462778747         462837279         462890468         462942152   
448114371      448234450         448355834         461014367         462047481         462140898         462206301         462266362         462319484         462378969         462444613         462508300         462562109         462614249         462671066         462722653         462778820         462837287         462890708         462942186   
448114439      448234492         448355883         461015539         462047531         462140906         462206459         462266396         462319518         462378977         462444639         462508318         462562117         462614256         462671082         462722661         462778838         462837295         462890724         462942202   
448114504      448234641         448355891         461018384         462047549         462140914         462206483         462266438         462319542         462378993         462444746         462508326         462562125         462614280         462671116         462722679         462778846         462837303         462890732         462942228   
448114520      448235143         448355958         461034423         462047556         462138470         462206491         462266537         462319575         462379165         462444811         462508516         462562141         462614389         462671165         462722778         462778853         462837469         462890740         462942467   
448114579      448235184         448356089         461034613         462047630         462138496         462206517         462266578         462319583         462379199         462444852         462508540         462562166         462614397         462671199         462722794         462778861         462837519         462890757         462942475   
448114645      448235259         448356147         461035123         462047671         462138512         462206525         462266586         462319591         462379207         462444860         462508565         462562190         462614405         462671215         462722844         462778879         462837535         462890765         462942483   

 


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448110189      448235283         448356469         461035461         462048091         462138546         462206749         462266636         462319716         462379215         462445065         462508599         462562372         462614413         462671355         462722869         462778887         462837543         462891003         462942509   
448110205      448235291         448356485         461037129         462048158         462138587         462206764         462266693         462319732         462379256         462445081         462508623         462562380         462614454         462671371         462722877         462778895         462837550         462891011         462942525   
448110221      448235317         448356527         461038234         462048240         462138603         462206772         462266735         462319773         462379298         462445099         462508631         462562398         462614462         462671405         462722893         462778911         462837568         462891029         462942541   
448110262      448235531         448356642         461044729         462048299         462138835         462206806         462266941         462319799         462379520         462445123         462508656         462562406         462614561         462671421         462722984         462778952         462837691         462891045         462942673   
448110288      448235663         448356659         461048837         462048315         462138850         462206855         462266958         462319815         462379538         462445180         462508698         462562422         462614579         462671447         462723057         462778960         462837717         462891052         462942723   
448110296      448235739         448356675         461050866         462048455         462138926         462206947         462266966         462319831         462379546         462445206         462508706         462562448         462614595         462671504         462723065         462778978         462837725         462891086         462942749   
448110536      448235747         448356998         461051179         462048802         462138942         462206996         462266974         462319948         462379553         462445404         462508730         462562687         462614611         462671652         462723073         462779075         462837741         462891227         462942756   
448110650      448235762         448357012         461052979         462048851         462138959         462207051         462267048         462319955         462379561         462445412         462508755         462562752         462614629         462671678         462723081         462779109         462837766         462891235         462942772   
448110791      448235812         448357038         461053134         462048893         462139007         462207077         462267055         462319997         462379579         462445461         462508789         462562760         462614637         462671710         462723099         462779117         462837774         462891243         462942780   
448110858      448235820         448357251         461060410         462048935         462139288         462207150         462267220         462320029         462379686         462445479         462508987         462562778         462614751         462671736         462723230         462779141         462836255         462891250         462942863   
448110973      448235903         448357269         461061947         462048950         462139320         462207176         462267246         462320037         462379694         462445487         462508995         462562794         462614769         462671819         462723255         462779158         462836263         462891284         462942871   
448110981      448236349         448357277         461064263         462049008         462139361         462207192         462267261         462320045         462379702         462445537         462509043         462562802         462614777         462671835         462723297         462779166         462836289         462891292         462942889   
448111500      448236380         448357582         461066458         462049248         462139395         462207416         462267303         462320235         462379710         462445750         462509050         462560988         462614793         462671991         462723321         462779257         462836313         462891433         462942905   
448111534      448236398         448357590         461067050         462049289         462139460         462207457         462267329         462320250         462379736         462445909         462509100         462560996         462614801         462672015         462723354         462779265         462836321         462891458         462942939   
448111575      448236455         448357640         461074056         462049305         462139478         462207499         462267360         462320268         462379744         462445958         462509126         462561002         462614819         462672056         462723362         462779273         462836347         462891466         462942954   
448111674      448236836         448357673         461088007         462049339         462139726         462207515         462264854         462320276         462379843         462445990         462509233         462561010         462614934         462672072         462723545         462779307         462836453         462891474         462943044   
448111773      448236851         448357749         461088783         462049354         462139734         462207523         462264888         462320284         462379850         462446022         462509241         462561036         462614942         462672098         462723560         462779323         462836461         462891482         462943051   
448111831      448237107         448357764         461089054         462049388         462139866         462207572         462264938         462320292         462379884         462446097         462509274         462561044         462614967         462672114         462723578         462779331         462836487         462891490         462943069   
448112250      448237156         448354027         461089757         462049529         462139874         462207846         462264961         462320482         462379900         462446311         462509282         462561192         462614975         462672338         462723594         462779414         462836495         462891508         462943077   
448112342      448237172         448354100         461090805         462049537         462139882         462207861         462264995         462320508         462379942         462446337         462509308         462561218         462614991         462672346         462723644         462779422         462836511         462891516         462943085   
448112375      448237222         448354142         461091381         462049545         462139908         462207887         462265018         462320524         462379959         462446360         462509324         462561226         462615006         462672387         462723651         462779430         462836529         462891565         462943101   
448112474      448237479         448354175         461098980         462049586         462140138         462207911         462265216         462320532         462380114         462446394         462509472         462561234         462615022         462672403         462723818         462779448         462836701         462891599         462943192   
448112557      448237511         448354274         461099087         462049594         462140286         462207945         462265232         462320557         462380130         462446402         462509480         462561283         462615048         462672478         462723826         462779455         462836719         462891607         462943200   
448112565      448237610         448354282         461100547         462049602         462140310         462207960         462265257         462320565         462380155         462446436         462509506         462561333         462615055         462672528         462723859         462779547         462836727         462891615         462943218   
448112904      448237669         448354522         461101610         462049776         462140351         462208067         462265299         462320581         462380197         462446618         462509514         462561432         462615071         462672635         462723867         462779786         462836735         462891680         462943226   
448112920      448237727         448354571         461102568         462049792         462140385         462208075         462265307         462320599         462380205         462446634         462509548         462561457         462615097         462672643         462723909         462779794         462836750         462891698         462943234   
448112946      448237743         448354639         461102840         462049818         462140393         462208083         462265315         462320607         462380239         462446659         462509605         462561465         462615121         462672668         462723925         462779810         462836768         462891706         462943259   
448112979      448237941         448354654         461103178         462049826         462140559         462208109         462265505         462320631         462380379         462446683         462509738         462561473         462615212         462672676         462724063         462779828         462836867         462891714         462941808   
448113019      448238014         448354738         461104564         462049842         462140575         462208166         462265521         462320664         462380429         462446709         462509746         462561481         462615220         462672692         462724089         462779836         462836891         462891722         462941832   
448113183      448238097         448354811         461104770         462049891         462140583         462208182         462265562         462320672         462380445         462446758         462509753         462561499         462615246         462672700         462724105         462779844         462836909         462891748         462941840   
448113449      448238188         448354944         461105942         462050022         462140609         462208307         462265570         462320805         462380478         462446980         462509803         462561598         462615295         462670746         462724121         462780032         462836917         462891938         462941857   
448113563      448238220         448354985         461107153         462050071         462140617         462208315         462265588         462320854         462380494         462446998         462509852         462561614         462615303         462670811         462724170         462780040         462836925         462891946         462941865   
448113621      448238279         448355016         461108151         462050089         462140625         462208323         462265596         462320920         462380510         462447012         462509860         462561655         462615311         462670837         462724204         462780073         462836933         462891953         462941881   
448113647      448238709         448355065         461114001         462050147         462140757         462208331         462265760         462320946         462378795         462447053         462509977         462561671         462615410         462670852         462724394         462780081         462837147         462892068         462942004   
448113670      448238717         448355099         461114175         462050154         462140781         462208349         462265877         462320979         462378811         462447079         462509985         462561747         462615436         462670860         462724428         462780099         462837154         462892084         462942020   
448113746      448238725         448355107         461116725         462050220         462140799         462208364         462265950         462321001         462378852         462447095         462510017         462561812         462615444         462670878         462724444         462780115         462837162         462892092         462942046   
448114082      448238758         448355404         461119422         462047184         462140807         462208505         462266057         462321159         462378860         462447509         462510033         462561978         462615451         462670993         462724469         462780248         462837188         462892183         462942053   
448114124      448238774         448355636         461119638         462047267         462140815         462208513         462266115         462321209         462378878         462447640         462510058         462562018         462615469         462671009         462724477         462780271         462837204         462892191         462942061   
448114157      448238840         448355677         461123416         462047291         462140849         462208547         462266164         462321217         462378902         462447657         462510074         462562034         462615477         462671017         462724501         462780289         462837212         462892209         462942079   
448114272      448239293         448355701         461137473         462047317         462140922         462208562         462266453         462321266         462379009         462447707         462510173         462562042         462615576         462671033         462724527         462780313         462837345         462892217         462942269   
448114306      448239335         448355719         461138356         462047358         462140930         462208588         462266461         462321282         462379017         462447756         462510181         462562067         462615584         462671041         462724535         462780339         462837360         462892258         462942301   
448114314      448239392         448355792         461139685         462047432         462140997         462208612         462266479         462321316         462379033         462447772         462510223         462562075         462615592         462671058         462724543         462780347         462837402         462892266         462942327   
448114785      448239434         448356204         461140865         462047770         462141029         462208752         462266487         462321472         462379058         462447798         462510264         462562216         462615600         462671223         462724600         462780453         462837428         462892423         462942376   
448114892      448239442         448356238         461141731         462047796         462141078         462208760         462266503         462321522         462379082         462447822         462510272         462562265         462615618         462671272         462724634         462780461         462837436         462892449         462942392   
448114926      448239467         448356253         461142051         462047838         462141086         462208885         462266529         462321530         462379140         462447830         462510298         462562299         462615634         462671280         462724675         462780479         462837451         462892456         462942442   
448114942      448240168         448356329         461146615         462047945         462141110         462208927         462266750         462321548         462379355         462447871         462510447         462562307         462615725         462671314         462724840         462780487         462837592         462892472         462942558   
448114959      448240226         448356360         461150039         462048034         462141128         462208992         462266768         462321563         462379413         462447947         462510470         462562331         462615733         462671322         462724899         462780511         462837626         462892506         462942574   
448114991      448240283         448356451         461153124         462048075         462141169         462209008         462266792         462321571         462379421         462447970         462510488         462562349         462615741         462671330         462724949         462780602         462837642         462892555         462942590   
448115014      448240325         448356766         461153876         462048463         462141177         462209198         462266875         462321704         462379488         462448184         462510561         462562513         462615766         462671512         462724964         462778986         462837659         462892688         462942608   
448115139      448240333         448356824         461156267         462048471         462141185         462209206         462266891         462321753         462379504         462448226         462510579         462562521         462615774         462671561         462724980         462779026         462837675         462892696         462942616   
448115154      448240366         448356865         461157653         462048604         462141201         462209214         462266933         462321761         462379512         462448242         462510595         462562554         462615782         462671587         462724998         462779034         462837683         462892712         462942632   
448115204      448240911         448356881         461176190         462048653         462141409         462209248         462267063         462321779         462379587         462448259         462508805         462562638         462615865         462671603         462725128         462779042         462837808         462892753         462942798   
448115303      448240952         448356949         461180630         462048703         462141417         462209263         462267089         462321787         462379595         462448267         462508821         462562653         462615873         462671629         462725144         462779059         462837816         462892761         462942806   
448115352      448241059         448356956         461180705         462048752         462141425         462209271         462267139         462321795         462379603         462448291         462508870         462562661         462615881         462671637         462725151         462779067         462837832         462892795         462942814   
448115923      448241083         448357384         461190571         462049016         462141433         462207259         462267170         462321936         462379637         462448671         462508912         462562927         462615899         462671843         462725169         462779174         462837840         462892969         462942822   
448115949      448241125         448357418         461194235         462049024         462141482         462207275         462267196         462321944         462379652         462448705         462508953         462562950         462615907         462671850         462725177         462779190         462837865         462892977         462942830   
448115972      448241182         448357509         461210593         462049065         462141516         462207325         462267212         462321951         462379678         462448739         462508961         462562968         462615915         462671918         462725193         462779208         462837899         462893009         462942848   
448116103      448236463         448357533         461260713         462049099         462141789         462207333         462267402         462321977         462379751         462448754         462509134         462562976         462615998         462671942         462725359         462779216         462837923         462893074         462942962   
448116186      448236489         448357566         461261604         462049131         462141813         462207341         462267428         462322017         462379769         462448762         462509159         462562984         462616004         462671959         462725367         462779232         462837931         462893082         462942988   
448116202      448236554         448357574         461262735         462049222         462141821         462207390         462267436         462322025         462379777         462448770         462509167         462563016         462616012         462671975         462725391         462779240         462837972         462893090         462942996   
448116459      448236687         448357871         461263287         462049412         462141847         462207606         462267493         462322181         462379793         462448861         462509175         462563024         462616020         462672122         462725417         462779349         462838038         462893215         462943002   
448116467      448236703         448357897         461263469         462049420         462141862         462207614         462267519         462322199         462379819         462448895         462509209         462563057         462616046         462672155         462725433         462779364         462838046         462893223         462943010   
448116566      448236786         448357905         461264277         462049453         462141888         462207630         462267543         462322223         462379835         462448937         462509225         462563081         462616053         462672171         462725458         462779372         462838053         462893272         462943036   

 


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448116640      448237255         448357947         461277501         462049495         462142019         462207671         462267592         462322249         462379967         462448986         462509332         462563156         462616129         462672189         462725573         462779380         462838178         462893280         462943119   
448116756      448237297         448357954         461280851         462049503         462142027         462207689         462267618         462322256         462379983         462449034         462509407         462563172         462616137         462672213         462725599         462779398         462838186         462893306         462943127   
448116814      448237313         448358010         461284184         462049511         462142035         462207762         462267659         462322264         462379991         462449091         462509423         462563198         462616152         462672312         462725615         462779406         462838210         462893314         462943135   
448117184      448237370         448358168         461289910         462049610         462142050         462207986         462267667         462322355         462380007         462449299         462509431         462563305         462616160         462672569         462725631         462779604         462838244         462891623         462943143   
448117200      448237404         448358275         461300014         462049636         462142092         462208000         462267709         462322397         462380049         462449323         462509456         462563339         462616178         462672577         462725672         462779638         462838251         462891631         462943168   
448117267      448237412         448358291         461303026         462049693         462142100         462208018         462267816         462322413         462380106         462449364         462509464         462563370         462616186         462672593         462725680         462779646         462838335         462891649         462943176   
448117275      448237750         448358416         461336455         462049727         462142258         462208026         462267956         462322421         462380262         462449372         462509621         462563412         462615139         462672601         462725813         462779661         462838475         462891656         462943275   
448117309      448237768         448358507         461340457         462049750         462142266         462208042         462267980         462322439         462380270         462449398         462509639         462563420         462615147         462672619         462725854         462779695         462838533         462891664         462943283   
448117341      448237826         448358606         461340531         462049768         462142282         462208059         462267998         462322462         462380288         462449422         462509647         462563438         462615162         462672627         462725862         462779729         462838541         462891672         462943291   
448117622      448237842         448358879         461343089         462049917         462142290         462208232         462268004         462320680         462380296         462449653         462509670         462563578         462615170         462672734         462725896         462779893         462838558         462891755         462943309   
448117853      448237875         448358887         461347809         462049925         462142308         462208240         462268012         462320698         462380346         462449661         462509704         462563636         462615196         462672742         462725904         462779901         462838582         462891789         462943333   
448117887      448237883         448358911         461351934         462049966         462142324         462208265         462268046         462320706         462380361         462449687         462509712         462563644         462615204         462672759         462725912         462779935         462838616         462891839         462943341   
448117952      448238345         448358994         461108284         462049974         462142464         462208273         462268194         462320748         462380544         462449703         462509878         462563677         462615329         462672775         462726035         462779968         462838764         462891854         462943358   
448117960      448238428         448359026         461109399         462049982         462142472         462208281         462268210         462320789         462380601         462449745         462509886         462563693         462615345         462672783         462726043         462779984         462838772         462891888         462943366   
448117986      448238444         448359042         461109936         462050006         462142480         462208299         462268244         462320797         462380619         462449760         462509894         462563719         462615352         462672809         462726068         462780008         462838806         462891920         462943374   
448118398      448238642         448359406         461110512         462050238         462142522         462208398         462268277         462321019         462380643         462449885         462509928         462563842         462615360         462672817         462726076         462780123         462838822         462892100         462943382   
448118448      448238659         448359463         461111817         462050329         462142530         462208414         462268285         462321043         462380700         462449901         462509951         462563859         462615378         462672833         462726126         462780172         462838830         462892118         462943390   
448118455      448238683         448359513         461113169         462050352         462142571         462208430         462268301         462321068         462380718         462449919         462509969         462563867         462615394         462672841         462726142         462780180         462838921         462892134         462943416   
448118463      448238907         448359554         461128035         462050360         462142787         462208455         462268459         462321084         462380734         462449943         462510082         462563875         462615485         462672874         462726357         462780214         462839028         462892159         462943523   
448118497      448238923         448359570         461128787         462050378         462142845         462208463         462268467         462321100         462380742         462449968         462510090         462563909         462615501         462672882         462726365         462780222         462839069         462892167         462943549   
448118513      448238972         448359604         461130270         462050436         462142852         462208471         462268475         462321134         462380759         462449976         462510124         462563933         462615535         462672890         462726373         462780230         462839119         462892175         462943556   
448118778      448239004         448359794         461130304         462050444         462142860         462208638         462268509         462321332         462380767         462450073         462510132         462564063         462615543         462673021         462726399         462780362         462839127         462892324         462943564   
448118802      448239061         448359810         461130460         462050451         462142902         462208646         462268517         462321340         462380783         462450099         462510157         462564071         462615550         462673039         462726415         462780370         462839135         462892340         462943580   
448118992      448239228         448359968         461135600         462050469         462143041         462208695         462268533         462321415         462380809         462450123         462510165         462564089         462615568         462673054         462726456         462780388         462839150         462892373         462943606   
448119008      448239558         448359976         461142457         462050477         462143256         462208711         462268640         462321431         462381013         462450149         462510306         462564097         462615642         462673070         462724709         462780396         462839390         462892381         462943697   
448119073      448239566         448359992         461142465         462050485         462143280         462208729         462268657         462321456         462381021         462450180         462510314         462564113         462615659         462673146         462724758         462780420         462839416         462892407         462943705   
448119081      448239624         448360057         461142531         462050501         462143306         462208737         462268699         462321464         462381096         462450206         462510330         462564121         462615675         462673153         462724782         462780438         462839457         462892415         462943721   
448119594      448239699         448360321         461145013         462050709         462143314         462209032         462268707         462321589         462381112         462448028         462510389         462564345         462615683         462673237         462724790         462780610         462839465         462892563         462943739   
448119610      448239772         448360354         461145401         462050733         462143322         462209081         462268723         462321639         462381146         462448044         462510405         462564360         462615691         462673245         462724808         462780628         462839473         462892621         462943747   
448119628      448240135         448360362         461146300         462050766         462143488         462209115         462268756         462321662         462381187         462448051         462510421         462564451         462615709         462673260         462724824         462780636         462839481         462892639         462943754   
448119677      448240655         448360503         461160202         462050782         462141243         462209149         462268921         462321670         462381492         462448069         462510603         462564485         462615808         462673294         462725003         462780644         462839648         462892647         462943820   
448119693      448240671         448360560         461160616         462050808         462141284         462209156         462269002         462321688         462381500         462448127         462510637         462564501         462615816         462673302         462725011         462780669         462839663         462892654         462943432   
448119768      448240721         448360594         461163412         462050816         462141292         462209180         462269010         462321696         462381518         462448143         462510645         462564527         462615824         462673310         462725045         462780685         462839671         462892670         462943440   
448115394      448240739         448360842         461167538         462050956         462141300         462209347         462269028         462321829         462381526         462448382         462510678         462564642         462615832         462673492         462725060         462780701         462839697         462892803         462943465   
448115428      448240762         448360883         461167637         462050964         462141342         462209362         462269036         462321837         462381542         462448390         462510686         462564659         462615840         462673518         462725078         462780743         462839705         462892845         462943473   
448115451      448240853         448361063         461172702         462050980         462141367         462209370         462269044         462321845         462381567         462448473         462510694         462564683         462615857         462673534         462725102         462780750         462839713         462892860         462943499   
448115501      448241232         448361097         461221012         462051004         462141623         462209438         462269168         462321860         462381666         462448507         462510710         462564709         462615923         462673542         462725201         462780768         462839812         462892878         462943507   
448115600      448241257         448361147         461222739         462051012         462141649         462209495         462269218         462321878         462381740         462448630         462510728         462564766         462615949         462673559         462725227         462780776         462839820         462892910         462943622   
448115709      448241323         448361238         461241176         462051038         462141664         462209511         462269226         462321894         462381757         462448663         462510751         462564774         462615956         462673617         462725235         462780826         462839846         462892928         462943630   
448116269      448241448         448361402         461247439         462051228         462141680         462209552         462269234         462322033         462381765         462448788         462510769         462564907         462615964         462673716         462725250         462780958         462839853         462893124         462943648   
448116293      448241455         448361444         461248205         462051244         462141698         462209586         462269275         462322058         462381773         462448796         462510801         462564923         462615972         462673732         462725268         462780974         462839879         462893132         462943655   
448116301      448241471         448361485         461252355         462051269         462141730         462209602         462269283         462322066         462381781         462448804         462510819         462564931         462615980         462673807         462725276         462780982         462839887         462893173         462943671   
448116335      448241489         448361600         461265654         462051285         462141896         462209610         462269366         462322108         462381922         462448812         462510959         462564949         462616061         462673823         462725466         462781014         462838061         462893181         462943689   
448116343      448241604         448361659         461267932         462051301         462141904         462209636         462269374         462322124         462381930         462448846         462510967         462564956         462616079         462673831         462725482         462781022         462838087         462893199         462943762   
448116376      448241653         448361683         461268294         462051319         462141938         462209669         462269408         462322165         462382011         462448853         462511031         462564964         462616087         462673856         462725508         462781097         462838095         462893207         462943770   
448116863      448241679         448361915         461272338         462051442         462141953         462209842         462269416         462322272         462382029         462449141         462511056         462563206         462616095         462674037         462725516         462781279         462838111         462893322         462943788   
448116947      448241711         448361931         461274045         462051459         462141961         462209867         462269440         462322298         462382060         462449158         462511064         462563248         462616103         462674045         462725540         462781303         462838145         462893330         462943796   
448117077      448241745         448361956         461276313         462051517         462142001         462209925         462269473         462322306         462382086         462449166         462511114         462563255         462616111         462674060         462725565         462781311         462838152         462893355         462943804   
448117101      448242016         448361964         461303729         462051525         462142126         462209958         462267840         462322314         462382219         462449208         462511254         462563271         462616194         462674078         462725714         462781329         462838343         462893363         462943812   
448117135      448242099         448362004         461320384         462051673         462142134         462209982         462267857         462322330         462382227         462449257         462511262         462563289         462616210         462674086         462725722         462781337         462838368         462893397      
448117150      448242172         448362053         461321440         462051699         462142167         462210006         462267865         462322348         462382243         462449265         462511304         462563297         462616228         462674102         462725730         462781345         462838376         462893413      
448117457      448242206         448358630         461326449         462051939         462142183         462210154         462267881         462322488         462382268         462449463         462511320         462563446         462616236         462674276         462725748         462781535         462838434         462893447      
448117523      448242214         448358697         461327306         462051954         462142191         462210162         462267915         462322512         462382276         462449471         462511346         462563453         462616251         462674284         462725755         462781543         462838442         462893454      
448117564      448242388         448358721         461334831         462051962         462142225         462210188         462267949         462322520         462382284         462449489         462511429         462563479         462616277         462674300         462725797         462781568         462838459         462893470      
448117572      448242792         448358747         461356255         462051988         462142332         462210220         462268095         462322546         462382367         462449505         462511536         462563495         462616285         462674318         462725938         462781584         462838624         462893488      
448117580      448242818         448358762         461357501         462052036         462142381         462210238         462268111         462322553         462382375         462449562         462511551         462563552         462616293         462674326         462725953         462781634         462838632         462893512      
448117606      448242859         448358853         461359374         462052176         462142399         462210253         462268137         462322561         462382383         462449638         462511627         462563560         462616319         462674334         462725961         462781642         462838707         462893520      
448118000      448242966         448359224         461361982         462052473         462142407         462210329         462268145         462322579         462382409         462449778         462511650         462563727         462616327         462674458         462725987         462781832         462838715         462893652      
448118018      448243006         448359315         461363202         462052564         462142423         462210345         462268178         462322595         462382441         462449786         462511692         462563750         462616343         462674466         462726019         462781840         462838749         462893678      
448118190      448243022         448359323         461366700         462052580         462142456         462210402         462268186         462322603         462382466         462449794         462511718         462563784         462616350         462674482         462726027         462781907         462838756         462893686      
448118240      448243386         448359364         461368128         462052598         462142589         462210410         462268319         462322611         462382615         462449810         462511858         462563800         462616442         462674508         462726217         462781915         462838939         462893728      
448118315      448243428         448359372         461371163         462052622         462142639         462210436         462268368         462322629         462382623         462449828         462511866         462563818         462616459         462674516         462726241         462781949         462838954         462893736      
448118372      448243436         448359380         461375990         462052663         462142688         462210485         462268400         462322645         462382664         462449836         462511874         462563826         462616467         462674524         462726258         462781956         462838988         462893751      

 


Loan
Number
   Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
     Loan
Number
 
448118539      448243493         448359612         461379562         462053067         462142704         462210634         462268418         462322744         462382706         462449992         462511908         462563966         462616475         462672908         462726266         462782095         462838996         462893876      
448118596      448243576         448359620         461381683         462053190         462142712         462210709         462268434         462322751         462382722         462450008         462511932         462563974         462616483         462672957         462726282         462782103         462839002         462893918      
448118653      448243600         448359638         461383390         462053232         462142753         462210733         462268442         462322769         462382755         462450016         462511957         462563990         462616491         462672965         462726340         462782111         462839010         462893934      
448118661      448243923         448359679         461393639         462053281         462143082         462210774         462268541         462322777         462380825         462450024         462512179         462564030         462616582         462672973         462726498         462782129         462839192         462893942      
448118703      448243964         448359687         461396095         462053323         462143090         462210782         462268558         462322785         462380882         462450040         462512203         462564048         462616590         462672999         462726514         462782137         462839267         462893983      
448118711      448243972         448359745         461397317         462053331         462143199         462210857         462268566         462322793         462380916         462450065         462512229         462564055         462616608         462673013         462726522         462782152         462839291         462893991      
448119123      448244061         448360073         461398653         462050527         462143207         462211285         462268574         462322876         462380932         462450255         462512237         462564139         462616616         462673161         462726571         462782285         462839309         462894114      
448119214      448244087         448360156         461400103         462050568         462143231         462211319         462268616         462322884         462380981         462450263         462512260         462564238         462616624         462673179         462726589         462782319         462839325         462894122      
448119321      448244129         448360172         461400301         462050584         462143249         462211327         462268624         462322892         462380999         462450339         462512278         462564261         462616632         462673187         462726654         462782327         462839382         462894130      
448119347      448244517         448360248         461425340         462050600         462143538         462211517         462268772         462322926         462381211         462450347         462512385         462564295         462616772         462673203         462726662         462782335         462839499         462894155      
448119354      448244616         448360255         461425589         462050659         462143546         462211533         462268848         462322934         462381278         462450354         462512393         462564303         462616780         462673211         462726688         462782400         462839523         462894171      
448119487      448244657         448360263         461425720         462050683         462143579         462211582         462268855         462322942         462381344         462450396         462512419         462564311         462616798         462673229         462726712         462782434         462839531         462894197      
448119800      448244715         448360727         461426116         462050840         462143595         462211756         462268871         462323031         462381377         462450438         462512450         462564550         462616806         462673336         462726720         462782608         462839556         462894338      
448119826      448244830         448360743         461426413         462050857         462143645         462211764         462268897         462323049         462381450         462450479         462512468         462564568         462616814         462673344         462726761         462782640         462839572         462894353      
448119842      448244855         448360784         461427411         462050865         462143835         462211798         462268913         462323056         462381476         462450511         462512492         462564576         462616863         462673419         462726811         462782657         462839598         462894361      

 


SCHEDULE B-1

REPRESENTATIONS AND WARRANTIES OF THE SELLER

REGARDING THE RECEIVABLES

1. Characteristics of Receivables. Each Receivable (A) was originated (i) by AmeriCredit or (ii) by a Dealer and purchased by AmeriCredit from such Dealer under an existing Dealer Agreement or pursuant to a Dealer Assignment with AmeriCredit and was validly assigned by such Dealer to AmeriCredit pursuant to a Dealer Assignment, (B) was originated by AmeriCredit or such Dealer for the retail sale of a Financed Vehicle in the ordinary course of AmeriCredit’s or the Dealer’s business, in each case (i) was originated in accordance with AmeriCredit’s credit policies and (ii) was fully and properly executed by the parties thereto, and (iii) AmeriCredit and, to the best of the Seller’s and the Servicer’s knowledge, each Dealer had all necessary licenses and permits to originate Receivables in the state where AmeriCredit or each such Dealer was located, (C) contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for realization against the collateral security, and (D) has not been amended or collections with respect to which waived, other than as evidenced in the Receivable File or the Servicer’s electronic records relating thereto.

2. Compliance with Law. All requirements of applicable federal, state and local laws, and regulations thereunder (including, without limitation, usury laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the Federal Reserve Board’s Regulations “B” and “Z” (including amendments to the Federal Reserve’s Official Staff Commentary to Regulation Z, effective October 1, 1998, concerning negative equity loans), the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Servicemembers Civil Relief Act, each applicable state Motor Vehicle Retail Installment Sales Act, the Gramm-Leach-Bliley Act and state adaptations of the National Consumer Act and of the Uniform Consumer Credit Code and other consumer credit laws and equal credit opportunity and disclosure laws) in respect of the Receivables and the Financed Vehicles, have been complied with in all material respects.

3. Binding Obligation. Each Receivable represents the genuine, legal, valid and binding payment obligation of the Obligor thereon, enforceable by the holder thereof in accordance with its terms, except (A) as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law and (B) as such Receivable may be modified by the application after the Cutoff Date of the Servicemembers Civil Relief Act, as amended; and, to the best of the Seller’s and the Servicer’s knowledge, all parties to each Receivable had full legal capacity to execute and deliver such Receivable and all other documents related thereto and to grant the security interest purported to be granted thereby.

4. Schedule of Receivables. The information set forth in the Schedule of Receivables has been produced from the Electronic Ledger and was true and correct in all material respects as of the close of business on the Cutoff Date.

 

SCH-B-1


5. Marking Records. Each of the Seller and the Purchaser agrees that the Receivables have been sold to the Trust pursuant to the Sale and Servicing Agreement and Granted to the Trust Collateral Agent pursuant to the Indenture. Further, AmeriCredit has indicated in its computer files that the Receivables are owned by the Trust.

6. Chattel Paper. The Receivables constitute “tangible chattel paper” or “electronic chattel paper” within the meaning of the UCC.

7. One Original. There is only one original executed copy (or with respect to “electronic chattel paper”, one authoritative copy) of each Contract. With respect to Contracts that are “electronic chattel paper”, each authoritative copy (a) is unique, identifiable and unalterable (other than with the participation of the Trust Collateral Agent in the case of an addition or amendment of an identified assignee and other than a revision that is readily identifiable as an authorized or unauthorized revision), (b) has been marked with a legend to the following effect: “Authoritative Copy” and (c) has been communicated to and is maintained by or on behalf of the Custodian.

8. Not an Authoritative Copy. With respect to Contracts that are “electronic chattel paper”, the Servicer has marked all copies of each such Contract other than an authoritative copy with a legend to the following effect: “This is not an authoritative copy.”

9. Revisions. With respect to Contracts that are “electronic chattel paper”, the related Receivables have been established in a manner such that (a) all copies or revisions that add or change an identified assignee of the authoritative copy of each such Contract must be made with the participation of the Trust Collateral Agent and (b) all revisions of the authoritative copy of each such Contract are readily identifiable as an authorized or unauthorized revision.

10. Pledge or Assignment. With respect to Contracts that are “electronic chattel paper”, the authoritative copy of each Contract communicated to the Custodian has no marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Trust Collateral Agent.

11. Receivable Files Complete. There exists a Receivable File pertaining to each Receivable. Related documentation concerning the Receivable, including any documentation regarding modifications of the Contract, will be maintained electronically by the Servicer in accordance with customary policies and procedures. With respect to any Receivables that are tangible chattel paper, the complete Receivable File for each Receivable currently is in the possession of the Custodian.

12. Receivables in Force. No Receivable has been satisfied, or, to the best of the Seller’s and the Servicer’s knowledge, subordinated or rescinded, and the Financed Vehicle securing each such Receivable has not been released from the lien of the related Receivable in whole or in part. No terms of any Receivable have been waived, altered or modified in any respect since its origination, except by instruments or documents identified in the Receivable File or the Servicer’s electronic records.

13. Good Title. Immediately prior to the conveyance of the Receivables to the Purchaser pursuant to this Agreement, the Seller was the sole owner thereof and had good and

 

SCH-B-2


indefeasible title thereto, free of any Lien and, upon execution and delivery of this Agreement by the Seller, the Purchaser shall have good and indefeasible title to and will be the sole owner of such Receivables, free of any Lien. The Seller has not taken any action to convey any right to any Person that would result in such Person having a right to payments received under the related Insurance Policies or the related Dealer Agreements or Dealer Assignments or to payments due under such Receivables. No Dealer has a participation in, or other right to receive, proceeds of any Receivable.

14. Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AmeriCredit in the Financed Vehicle. The Lien Certificate for each Financed Vehicle shows, or AmeriCredit has commenced procedures that will result in such Lien Certificate which will show, AmeriCredit named (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. Immediately after the sale, transfer and assignment by the Seller to the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). To the best of the Seller’s knowledge, as of the Cutoff Date, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related Receivable.

15. Receivable Not Assumable. No Receivable is assumable by another Person in a manner which would release the Obligor thereof from such Obligor’s obligations to the owner thereof with respect to such Receivable.

16. No Defenses. No Receivable is subject to any right of rescission, setoff, counterclaim or defense, including the defense of usury, and the operation of any of the terms of any Receivable, or the exercise of any right thereunder, will not render such Receivable unenforceable in whole or in part and no such right has been asserted or threatened with respect to any Receivable.

17. No Default. There has been no default, breach, or, to the knowledge of the Seller and Servicer, violation or event permitting acceleration under the terms of any Receivable (other than payment delinquencies of not more than 30 days), and, to the best of the Seller’s knowledge, no condition exists or event has occurred and is continuing that with notice, the lapse of time or both would constitute a default, breach, violation or event permitting acceleration under the terms of any Receivable, and there has been no waiver of any of the foregoing.

18. Insurance. At the time of an origination of a Receivable by AmeriCredit or a Dealer, each Financed Vehicle is required to be covered by a comprehensive and collision insurance policy, and each Receivable permits the holder thereof to obtain physical loss and damage insurance at the expense of the Obligor if the Obligor fails to do so.

 

SCH-B-3


19. Certain Characteristics of the Receivables.

(A) Each Receivable had a remaining maturity, as of the Cutoff Date, of not less than 3 months and not more than 75 months.

(B) Each Receivable had an original maturity, as of the Cutoff Date, of not less than 3 months and not more than 75 months.

(C) Each Receivable had a remaining Principal Balance, as of the Cutoff Date, of at least $250 and not more than $85,000.

(D) Each Receivable had an Annual Percentage Rate, as of the Cutoff Date, of at least 1% and not more than 33%.

(E) No Receivable was more than 30 days past due as of the Cutoff Date.

(F) Each Receivable arose under a Contract that is governed by the laws of the United States or any State thereof.

(G) Each Obligor had a billing address in the United States as of the date of origination of the related Receivable.

(H) Each Receivable is denominated in, and each Contract provides for payment in, United States dollars.

(I) Each Receivable arose under a Contract that is assignable without the consent of, or notice to, the Obligor thereunder, and does not contain a confidentiality provision that purports to restrict the ability of the Servicer to exercise its rights under the Sale and Servicing Agreement, including, without limitation, its right to review the Contract. Each Receivable prohibits the sale or transfer of the Financed Vehicle without the consent of the Servicer.

(J) Each Receivable arose under a Contract with respect to which AmeriCredit has performed all obligations required to be performed by it thereunder.

(K) No automobile related to a Receivable was held in repossession inventory as of the Cutoff Date.

(L) The Servicer’s records do not indicate that any Obligor was in bankruptcy as of the Cutoff Date.

(M) No Obligor is the United States of America or any State or any agency, department, subdivision or instrumentality thereof.

20. Prepayment. Each Receivable allows for prepayment and partial prepayments without penalty.

 

SCH-B-4


SCHEDULE B-2

REPRESENTATIONS AND WARRANTIES OF THE SELLER

REGARDING THE POOL OF RECEIVABLES

1. Adverse Selection. No selection procedures adverse to the Noteholders were utilized in selecting the Receivables from those receivables owned by the Seller which met the selection criteria set forth in clauses (A) through (M) of number 19 of Schedule B-1.

2. All Filings Made. All filings (including, without limitation, UCC filings (including, without limitation, the filing by the Seller of all appropriate financing statements in the proper filing office in the State of Delaware under applicable law in order to perfect the security interest in the Receivables granted to the Trust hereunder)) required to be made by any Person and actions required to be taken or performed by any Person in any jurisdiction to give the Trust and the Trust Collateral Agent a first priority perfected lien on, or ownership interest in, the Receivables and the proceeds thereof and the Other Conveyed Property have been made, taken or performed.

3. Consumer Leases. No Receivable in the pool constitutes a “consumer lease” under either (a) the UCC as in effect in the jurisdiction the law of which governs the Receivable or (b) the Consumer Leasing Act, 15 USC 1667.

 

SCH-B-1

EX-10.6 7 d317641dex106.htm EX-10.6 EX-10.6

Exhibit 10.6

ASSET REPRESENTATIONS REVIEW AGREEMENT

among

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2017-1,

Issuer

AMERICREDIT FINANCIAL SERVICES, INC.,

Servicer

and

CLAYTON FIXED INCOME SERVICES LLC,

Asset Representations Reviewer

Dated as of January 11, 2017


TABLE OF CONTENTS

 

ARTICLE I DEFINITIONS

     1   

Section 1.1.

 

Definitions

     1   

Section 1.2.

 

Additional Definitions

     1   

ARTICLE II ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER

     2   

Section 2.1.

 

Engagement; Acceptance

     2   

Section 2.2.

 

Confirmation of Status

     3   

ARTICLE III ASSET REPRESENTATIONS REVIEW PROCESS

     3   

Section 3.1.

 

Asset Review Notices

     3   

Section 3.2.

 

Identification of Asset Review Receivables

     3   

Section 3.3.

 

Asset Review Materials

     3   

Section 3.4.

 

Performance of Asset Reviews

     3   

Section 3.5.

 

Asset Review Reports

     4   

Section 3.6.

 

Asset Review Representatives

     4   

Section 3.7.

 

Dispute Resolution

     5   

Section 3.8.

 

Limitations on Asset Review Obligations

     5   

ARTICLE IV ASSET REPRESENTATIONS REVIEWER

     6   

Section 4.1.

 

Representations and Warranties

     6   

Section 4.2.

 

Covenants

     7   

Section 4.3.

 

Fees and Expenses

     8   

Section 4.4.

 

Limitation on Liability

     9   

Section 4.5.

 

Indemnification

     9   

Section 4.6.

 

Right to Audit

     10   

Section 4.7.

 

Delegation of Obligations

     10   

Section 4.8.

 

Confidential Information

     10   

Section 4.9.

 

Security and Safeguarding Information

     13   

ARTICLE V. RESIGNATION AND REMOVAL

     14   

Section 5.1.

 

Resignation and Removal of Asset Representations Reviewer

     14   

Section 5.2.

 

Engagement of Successor

     15   

Section 5.3.

 

Merger, Consolidation or Succession

     15   

ARTICLE VI OTHER AGREEMENTS

     15   

Section 6.1.

 

Independence of Asset Representations Reviewer

     15   

Section 6.2.

 

No Petition

     16   

Section 6.3.

 

Limitation of Liability of Owner Trustee

     16   

Section 6.4.

 

Termination of Agreement

     16   

ARTICLE VII MISCELLANEOUS PROVISIONS

     16   

Section 7.1.

 

Amendments

     16   

Section 7.2.

 

Assignment; Benefit of Agreement; Third Party Beneficiaries

     17   

Section 7.3.

 

Notices

     17   

Section 7.4.

 

GOVERNING LAW

     18   

Section 7.5.

 

Submission to Jurisdiction

     18   

Section 7.6.

 

No Waiver; Remedies

     18   

Section 7.7.

 

Severability

     18   

Section 7.8.

 

Headings

     18   

Section 7.9.

 

Counterparts

     19   

SCHEDULES

    

Schedule A

 

Representations and Warranties and Procedures to be Performed

  

 

i


ASSET REPRESENTATIONS REVIEW AGREEMENT dated as of January 11, 2017 (this “Agreement”), among AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2017-1, a Delaware statutory trust (the “Issuer”), AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation (“AmeriCredit”), in its capacity as Servicer (in such capacity, the “Servicer”) and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company, as Asset Representations Reviewer (the “Asset Representations Reviewer”).

WHEREAS, in the regular course of its business, AmeriCredit purchases retail installment sale contracts secured by new and used automobiles, light-duty trucks, vans and minivans and utility vehicles from motor vehicle dealers.

WHEREAS, in connection with a securitization transaction sponsored by AmeriCredit, AmeriCredit sold a pool of Receivables to AFS SenSub Corp. (the “Seller”) which, in turn, sold those Receivables to the Issuer.

WHEREAS, the Issuer has granted a security interest in the Receivables to the Trust Collateral Agent, for the benefit of the Issuer Secured Parties, pursuant to the Indenture.

WHEREAS, the Issuer has determined to engage the Asset Representations Reviewer to perform reviews of certain Receivables for compliance with the representations and warranties made by AmeriCredit and the Seller about the Receivables in the pool.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties agree as follows.

ARTICLE I

DEFINITIONS

Section 1.1.    Definitions. Capitalized terms that are used but are not otherwise defined in this Agreement have the meanings assigned to them in the Sale and Servicing Agreement, dated as of January 11, 2017, by and among the Issuer, the Seller, the Servicer and The Bank of New York Mellon, a New York banking corporation, as Trust Collateral Agent.

Section 1.2.    Additional Definitions. The following terms have the meanings given below:

Asset Review” means the performance by the Asset Representations Reviewer of the testing procedures for each Test and each Asset Review Receivable in accordance with Section 3.4.

Asset Review Demand Date” means, for an Asset Review, the date when the Trust Collateral Agent determines that each of (a) the Delinquency Trigger has occurred and (b) the required percentage of Noteholders has voted to direct an Asset Review under Section 7.2(f) of the Indenture.

Asset Review Fee” has the meaning assigned to such term in Section 4.3(b).


Asset Review Materials” means, with respect to an Asset Review and an Asset Review Receivable, the documents and other materials for each Test listed under “Documents” in Schedule A.

Asset Review Notice” means the notice from the Trustee to the Asset Representations Reviewer and the Servicer directing the Asset Representations Reviewer to perform an Asset Review.

Asset Review Receivable” means, with respect to any Asset Review, each Receivable that is not a Liquidated Receivable and which the related Obligor failed to make at least 90% of the related Scheduled Receivables Payment by the date on which it was due and, as of the last day of the Collection Period prior to the date the related Asset Review Notice was delivered, remained unpaid for 60 days or more from the original payment due date..

Asset Review Report” means, with respect to any Asset Review, the report of the Asset Representations Reviewer prepared in accordance with Section 3.5.

Basic Documents” has the meaning assigned to such term in Section 1.1 of the Sale & Servicing Agreement.

Clayton” means, Clayton Fixed Income Services LLC.

Confidential Information” has the meaning assigned to such term in Section 4.8(a).

Eligible Asset Representations Reviewer” means a Person that (a) is not an Affiliate of AmeriCredit, the Seller, the Servicer, the Trustee, the Trust Collateral Agent, the Owner Trustee or any of their Affiliates and (b) was not, and is not an Affiliate of a Person that was, engaged by AmeriCredit or any Underwriter to perform any due diligence on the Receivables prior to the Closing Date.

Test” has the meaning assigned to such term in Section 3.4(a).

Test Complete” has the meaning assigned to such term in Section 3.4(c).

Test Fail” has the meaning assigned to such term in Section 3.4(a).

Test Pass” has the meaning assigned to such term in Section 3.4(a).

Trustee” has the meaning assigned to such term in Section 1.1 of the Sale & Servicing Agreement.

ARTICLE II

ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER

Section 2.1.    Engagement; Acceptance. The Issuer hereby engages Clayton to act as the Asset Representations Reviewer for the Issuer. Clayton accepts the engagement and agrees to perform the obligations of the Asset Representations Reviewer on the terms stated in this Agreement.

 

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Section 2.2.    Confirmation of Status. The parties confirm that the Asset Representations Reviewer is not responsible for (a) reviewing the Asset Review Receivables for compliance with the representations and warranties under the Basic Documents, except as described in this Agreement, or (b) determining whether noncompliance with the representations or warranties constitutes a breach of the Basic Documents.

ARTICLE III

ASSET REPRESENTATIONS REVIEW PROCESS

Section 3.1.    Asset Review Notices. Upon receipt of an Asset Review Notice from the Trustee in the manner set forth in Section 7.2(f) of the Indenture, the Asset Representations Reviewer will start an Asset Review. The Asset Representation Reviewer will have no obligation to start an Asset Review unless and until an Asset Review Notice is received.

Section 3.2.    Identification of Asset Review Receivables. Within ten (10) Business Days of receipt of an Asset Review Notice, the Servicer will deliver to the Asset Representations Reviewer and the Trustee a list of the related Asset Review Receivables.

Section 3.3.    Asset Review Materials.

(a)    Access to Asset Review Materials. The Servicer will give the Asset Representations Reviewer access to the Asset Review Materials for all of the Asset Review Receivables within sixty (60) days of receipt of the Asset Review Notice in one or more of the following ways: (i) by providing access to the Servicer’s receivables systems, either remotely or at one of the properties of the Servicer; (ii) by electronic posting to a password-protected website to which the Asset Representations Reviewer has access; (iii) by providing originals or photocopies at one of the properties of the Servicer where the Asset Receivable Files are located; or (iv) in another manner agreed by the Servicer and the Asset Representations Reviewer. The Servicer may redact or remove Non-Public Personal Information (as defined in Section 4.8) from the Asset Review Materials so long as such redaction or removal does not change the meaning or usefulness of the Asset Review Materials for purposes of the Asset Review.

(b)    Missing or Insufficient Asset Review Materials. If any of the Asset Review Materials are missing or insufficient for the Asset Representations Reviewer to perform any Test, the Asset Representations Reviewer will notify the Servicer promptly, and in any event no less than twenty (20) days before completing the Asset Review, and the Servicer will have fifteen (15) days to give the Asset Representations Reviewer access to such missing Asset Review Materials or other documents or information to correct the insufficiency. If the missing or insufficient Asset Review Materials have not been provided by the Servicer within fifteen (15) days, the parties agree that the Asset Review Receivable will have a Test Fail for the related Test(s) and the Test(s) will be considered completed and the Asset Review Report will indicate the reason for the Test Fail.

Section 3.4.    Performance of Asset Reviews.

(a)    Test Procedures. For an Asset Review, the Asset Representations Reviewer will perform for each Asset Review Receivable the procedures listed under “Procedures to be Performed” in Schedule A for each representation and warranty (each, a “Test”), using the Asset

 

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Review Materials listed for each such Test in Schedule A. For each Test and Asset Review Receivable, the Asset Representations Reviewer will determine if the Test has been satisfied (a “Test Pass”) or if the Test has not been satisfied (a “Test Fail”).

(b)    Asset Review Period. The Asset Representations Reviewer will complete the Asset Review of all of the Asset Review Receivables within sixty (60) days of receiving access to the Asset Review Materials under Section 3.3(a). However, if additional Asset Review Materials are provided to the Asset Representations Reviewer in accordance with Section 3.3(b), the Asset Review period will be extended for an additional thirty (30) days.

(c)    Completion of Asset Review for Certain Asset Review Receivables. Following the delivery of the list of the Asset Review Receivables and before the delivery of the Asset Review Report by the Asset Representations Reviewer, the Servicer may notify the Asset Representations Reviewer if an Asset Review Receivable is paid in full by the related Obligor or purchased from the Issuer by AmeriCredit, the Seller or the Servicer according to the Basic Documents. On receipt of any such notice, the Asset Representations Reviewer will immediately terminate all Tests of the related Asset Review Receivables and the Asset Review of such Receivables will be considered complete (a “Test Complete”). In this case, the Asset Review Report will indicate a Test Complete for the related Asset Review Receivables and the related reason.

(d)    Previously Reviewed Receivable. If any Asset Review Receivable was included in a prior Asset Review, the Asset Representations Reviewer will not perform any Tests on it, but will include the results of the previous Tests in the Asset Review Report for the current Asset Review.

(e)    Termination of Asset Review. If an Asset Review is in process and the Notes will be paid in full on the next Distribution Date, the Servicer will notify the Asset Representations Reviewer and the Trustee no less than ten (10) days before that Distribution Date. On receipt of the notice, the Asset Representations Reviewer will terminate the Asset Review immediately and will have no obligation to deliver an Asset Review Report.

Section 3.5.    Asset Review Reports. Within five (5) days of the end of the Asset Review period under Section 3.4(b), the Asset Representations Reviewer will deliver to the Issuer, the Servicer and the Trustee an Asset Review Report indicating for each Asset Review Receivable whether there was a Test Pass or a Test Fail for each Test, or whether the Asset Review Receivable was a Test Complete and the related reason. The Asset Review Report will contain a summary of the Asset Review results to be included in the Issuer’s Form 10-D report for the Collection Period in which the Asset Review Report is received. The Asset Representations Reviewer will ensure that the Asset Review Report does not contain any Non-Public Personal Information.

Section 3.6.     Asset Review Representatives.

(a)    Servicer Representative. The Servicer will designate one or more representatives who will be available to assist the Asset Representations Reviewer in performing the Asset Review, including responding to requests and answering questions from the Asset

 

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Representations Reviewer about access to Asset Review Materials on the Servicer’s receivables systems, obtaining missing or insufficient Asset Review Materials and/or providing clarification of any Asset Review Materials or Tests.

(b)    Asset Representations Reviewer Representative. The Asset Representations Reviewer will designate one or more representatives who will be available to the Issuer and the Servicer during the performance of an Asset Review.

(c)    Questions About Asset Review. The Asset Representations Reviewer will make appropriate personnel available to respond in writing to written questions or requests for clarification of any Asset Review Report from the Trustee or the Servicer until the earlier of (i) the payment in full of the Notes and (ii) one year after the delivery of the Asset Review Report. The Asset Representations Reviewer will have no obligation to respond to questions or requests for clarification from Noteholders or any other Person and will direct such Persons to submit written questions or requests to the Trustee.

Section 3.7.    Dispute Resolution. If an Asset Review Receivable that was reviewed by the Asset Representations Reviewer is the subject of a dispute resolution proceeding under Section 3.13 of the Sale and Servicing Agreement, the Asset Representations Reviewer will participate in the dispute resolution proceeding on request of a party to the proceeding. The reasonable out-of-pocket expenses of the Asset Representations Reviewer for its participation in any dispute resolution proceeding will be considered expenses of the requesting party for the dispute resolution and will be paid by a party to the dispute resolution as determined by the mediator or arbitrator for the dispute resolution according to Section 3.13 of the Sale and Servicing Agreement; provided, however, if such amounts are paid by the Trustee or the Trust Collateral Agent and are not reimbursed by directing Noteholders, the Trustee or Trust Collateral Agent, as applicable, shall be reimbursed by the Issuer pursuant to Section 5.7(a)(ii) of the Sale and Servicing Agreement without counting toward the calculation of any cap on fees, expenses or indemnities thereunder. If not paid by a party to the dispute resolution, the expenses will be reimbursed by the Issuer according to Section 4.3(d).

Section 3.8.     Limitations on Asset Review Obligations.

(a)    Asset Review Process Limitations. The Asset Representations Reviewer will have no obligation:

(i)    to determine whether a Delinquency Trigger has occurred or whether the required percentage of Noteholders has voted to direct an Asset Review under the Indenture, and is entitled to rely on the information in any Asset Review Notice delivered by the Trustee;

(ii)    to determine which Receivables are subject to an Asset Review, and is entitled to rely on the lists of Asset Review Receivables provided by the Servicer;

(iii)    to obtain or confirm the validity of the Asset Review Materials and no liability for any errors contained in the Asset Review Materials and will be entitled to rely on the accuracy and completeness of the Asset Review Materials;

 

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(iv)    to obtain missing or insufficient Asset Review Materials from any party or any other source;

(v)    to take any action or cause any other party to take any action under any of the Basic Documents or otherwise to enforce any remedies against any Person for breaches of representations or warranties about the Asset Review Receivables;

(vi)    to determine the reason for the delinquency of any Asset Review Receivable, the creditworthiness of any Obligor, the overall quality of any Asset Review Receivable or the compliance by the Servicer with its covenants with respect to the servicing of such Asset Review Receivable; or

(vii)    to establish cause, materiality or recourse for any failed Test as described in Section 3.4.

(b)    Testing Procedure Limitations. The Asset Representations Reviewer will only be required to perform the testing procedures listed under “Procedures to be Performed” in Schedule A, and will have no obligation to perform additional procedures on any Asset Review Receivable or to provide any information other than an Asset Review Report indicating for each Asset Review Receivable whether there was a Test Pass or a Test Fail for each Test, or whether the Asset Review Receivable was a Test Complete and the related reason. However, the Asset Representations Reviewer may provide additional information about any Asset Review Receivable that it determines in good faith to be material to the Asset Review.

ARTICLE IV

ASSET REPRESENTATIONS REVIEWER

Section 4.1.    Representations and Warranties.

(a)    Representations and Warranties. The Asset Representations Reviewer represents and warrants to the Issuer as of the date of this Agreement:

(i)    Organization and Qualification. The Asset Representations Reviewer is duly organized and validly existing as a limited liability company in good standing under the laws of Delaware. The Asset Representations Reviewer is qualified as a limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its activities requires the qualification, license or approval, unless the failure to obtain the qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement.

(ii)    Power, Authority and Enforceability. The Asset Representations Reviewer has the power and authority to execute, deliver and perform its obligations under this Agreement. The Asset Representations Reviewer has authorized the execution, delivery and performance of this Agreement. This Agreement is the legal, valid and binding obligation of the Asset Representations Reviewer enforceable against the Asset Representations Reviewer, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

 

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(iii)    No Conflicts and No Violation. The completion of the transactions contemplated by this Agreement and the performance of the Asset Representations Reviewer’s obligations under this Agreement will not (A) conflict with, or be a breach or default under, any indenture, agreement, guarantee or similar agreement or instrument under which the Asset Representations Reviewer is a party, (B) result in the creation or imposition of any Lien on any of the assets of the Asset Representations Reviewer under the terms of any indenture, agreement, guarantee or similar agreement or instrument, (C) violate the organizational documents of the Asset Representations Reviewer or (D) violate any law or, to the Asset Representations Reviewer’s knowledge, any order, rule or regulation that applies to the Asset Representations Reviewer of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Asset Representations Reviewer, in each case, which conflict, breach, default, Lien or violation would reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement.

(iv)    No Proceedings. To the Asset Representations Reviewer’s knowledge, there are no proceedings or investigations pending or threatened in writing before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Asset Representations Reviewer or its properties: (A) asserting the invalidity of this Agreement, (B) seeking to prevent the completion of any of the transactions contemplated by this Agreement or (C) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under, or the validity or enforceability of, this Agreement.

(v)    Eligibility. The Asset Representations Reviewer is an Eligible Asset Representations Reviewer.

(b)    Notice of Breach. On discovery by the Asset Representations Reviewer, the Issuer, the Owner Trustee, the Trustee or the Servicer of a material breach of any of the representations and warranties in Section 4.1(a), the party discovering such breach will give prompt notice to the other parties.

Section 4.2.    Covenants. The Asset Representations Reviewer covenants and agrees that:

(a)    Eligibility. It will notify the Issuer and the Servicer promptly if it is not, or on the occurrence of any action that would result in it not being, an Eligible Asset Representations Reviewer.

(b)    Review Systems. It will maintain business process management and/or other systems necessary to ensure that it can perform each Test and, on execution of this Agreement, will load each Test into these systems. The Asset Representations Reviewer will ensure that these systems allow for each Asset Review Receivable and the related Asset Review Materials to be individually tracked and stored as contemplated by this Agreement.

 

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(c)    Personnel. It will maintain adequate staff that is properly trained to conduct Asset Reviews as required by this Agreement. The Asset Representations Reviewer, at its discretion, may utilize the services of third parties, affiliates, and agents (“Agents”) to provide any Asset Review under this Agreement; provided, however, that the Asset Representations Reviewer has entered into confidentiality agreements with such Agents (or such Agents are otherwise bound by confidentiality obligations) the provisions of which are no less protective than those set forth in this Agreement. Any such Agent must be approved by Servicer prior to engaging in any Asset Review under this Agreement. The Asset Representations Reviewer shall be responsible to Servicer for the Asset Reviews provided by its Agents to the same extent as if provided by the Asset Representations Reviewer under this Agreement. Servicer agrees to look solely to the Asset Representations Reviewer and not to any Agent for satisfaction of any claims the Servicer may have arising out of this Agreement or due to the performance or non-performance of Services.

(d)    Changes to Personnel. It will promptly notify Servicer in the event that it undergoes significant management or staffing changes which would negatively impact its ability to fulfill its obligations under this Agreement.

(e)    Maintenance of Asset Review Materials. It will maintain copies of any Asset Review Materials, Asset Review Reports and other documents relating to an Asset Review, including internal correspondence and work papers, for a period of two years after the termination of this Agreement.

Section 4.3.    Fees and Expenses.

(a)    Annual Fee. The Issuer will, or will cause the Servicer to, pay the Asset Representations Reviewer, as compensation for agreeing to act as the Asset Representations Reviewer under this Agreement, an annual fee in the amount of $7,500. The annual fee will be paid on the Closing Date and on each anniversary of the Closing Date until this Agreement is terminated, payable pursuant to the priority of payments in Section 5.7 of the Sale and Servicing Agreement.

(b)    Asset Review Fee. Following the completion of an Asset Review and the delivery to the Trustee of the Asset Review Report, or the termination of an Asset Review according to Section 3.4(e), and the delivery to the Servicer of a detailed invoice, the Asset Representations Reviewer will be entitled to a fee of up to $250 for each Asset Review Receivable for which the Asset Review was started (the “Asset Review Fee”). However, no Asset Review Fee will be charged for any Asset Review Receivable which was included in a prior Asset Review or for which no Tests were completed prior to the Asset Representations Reviewer being notified of a termination of the Asset Review according to Section 3.4(e). If the detailed invoice is submitted on or before the first day of a month, the Asset Review Fee will be paid by the Issuer pursuant to the priority of payments in Section 5.7 of the Sale and Servicing Agreement starting on or before the Distribution Date in that month. However, if an Asset Review is terminated according to Section 3.4(e), the Asset Representations Reviewer must submit its invoice for the Asset Review

 

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Fee for the terminated Asset Review no later than five (5) Business Days before the final Distribution Date in order to be reimbursed no later than the final Distribution Date. To the extent that such amounts were not previously paid by the Servicer or any other party, upon receipt of a detailed invoice, the Asset Representations Reviewer shall be entitled to payment by the Servicer of incurred but otherwise unpaid Asset Review Fees.

(c)    Reimbursement of Travel Expenses. If the Servicer provides access to the Asset Review Materials at one of its properties, the Issuer will, or will cause the Servicer to, reimburse the Asset Representations Reviewer for its reasonable travel expenses incurred in connection with the Asset Review upon receipt of a detailed invoice, payable pursuant to the priority of payments in Section 5.7 of the Sale and Servicing Agreement. To the extent that such amounts were not previously paid by the Servicer or any other party, upon receipt of a detailed invoice, the Asset Representations Reviewer shall be entitled to payment by the Servicer of incurred but otherwise unpaid travel expenses.

(d)    Dispute Resolution Expenses. If the Asset Representations Reviewer participates in a dispute resolution proceeding under Section 3.7 and its reasonable out-of-pocket expenses it incurs in participating in the proceeding are not paid by a party to the dispute resolution within ninety (90) days of the end of the proceeding, the Issuer will reimburse the Asset Representations Reviewer for such expenses upon receipt of a detailed invoice, payable pursuant to the priority of payments in Section 5.7 of the Sale and Servicing Agreement. To the extent that such amounts were not previously paid by the Servicer or any other party, upon receipt of a detailed invoice, the Asset Representations Reviewer shall be entitled to payment by the Servicer of incurred but otherwise unpaid expenses.

Section 4.4.    Limitation on Liability. The Asset Representations Reviewer will not be liable to any person for any action taken, or not taken, in good faith under this Agreement or for errors in judgment. However, the Asset Representations Reviewer will be liable for its willful misconduct, bad faith or negligence in performing its obligations under this Agreement. In no event shall either party be liable to the other party for any incidental, special, indirect, punitive, exemplary or consequential damages.

Section 4.5.    Indemnification

(a)    Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuer, the Seller, the Servicer, the Owner Trustee, the Trust Collateral Agent and the Trustee (both in its individual capacity and in its capacity as Trustee on behalf of the Noteholders) and their respective directors, officers, employees and agents for all costs, expenses, losses, damages and liabilities resulting from (i) the willful misconduct, fraud, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement (ii) the Asset Representations Reviewer’s breach of any of its representations or warranties or other obligations under this Agreement (iii) its breach of confidentiality obligations or (iv) any third party intellectual property claim. The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer.

 

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(b)    Indemnification of Asset Representations Reviewer. The Issuer will, or will cause the Servicer to, indemnify the Asset Representations Reviewer and its officers, directors, employees and agents, for all costs, expenses, losses, damages and liabilities resulting from the performance of its obligations under this Agreement (including the costs and expenses of defending itself against any loss, damage or liability), but excluding any cost, expense, loss, damage or liability resulting from (i) the Asset Representations Reviewer’s willful misconduct, bad faith or negligence or (ii) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement. The Issuer acknowledges and agrees that its obligation to indemnify the Asset Representations Reviewer in accordance with this Agreement shall survive termination of this Agreement. To the extent that such indemnities owed to the Asset Representations Reviewer were not previously paid by the Servicer or any other party, upon receipt of a detailed invoice, the Asset Representations Reviewer shall be entitled to payment by the Servicer of such incurred but otherwise unpaid indemnities.

Section 4.6.    Right to Audit. During the term of this Agreement and not more than once per year (unless circumstances warrant additional audits as described below), Servicer may audit the Asset Representations Reviewer’s policies, procedures and records that relate to the performance of the Asset Representation Reviewer under this Agreement to ensure compliance with this Agreement upon at least 10 business days’ notice. Notwithstanding the foregoing, the parties agree that Servicer may conduct an audit at any time, in the event of (i) audits required by Servicer’s governmental or regulatory authorities, (ii) investigations of claims of misappropriation, fraud, or business irregularities of a potentially criminal nature, or (iii) Servicer reasonably believes that an audit is necessary to address a material operational problem or issue that poses a threat to Servicer’s business.

Section 4.7. Delegation of Obligations. Subject to the terms of Section 4.2(c) of this Agreement, the Asset Representations Reviewer may not delegate or subcontract its obligations under this Agreement to any Person without the consent of the Issuer and the Servicer.

Section 4.8.    Confidential Information.

(a)    Definitions.

(i)    In performing its obligations pursuant to this Agreement, the parties may have access to and receive disclosure of certain Confidential Information about or belonging to the other, including but not limited to marketing philosophy, strategies (including tax mitigation strategies), techniques, and objectives; advertising and promotional copy; competitive advantages and disadvantages; financial results; technological developments; loan evaluation programs; customer lists; account information, profiles, demographics and Non-Public Personal Information (defined below); credit scoring criteria, formulas and programs; research and development efforts; any investor, financial, commercial, technical or scientific information (including, but not limited to, patents, copyrights, trademarks, service marks, trade names and dress, and applications relating to same, trade secrets, software, code, inventions, know-how and similar information) and any and all other business information (hereinafter “Confidential Information”).

 

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(ii)    “Non-Public Personal Information” shall include all Personally Identifiable Financial Information in any list, description or other grouping of consumers/customers, and publicly available information pertaining to them, that is derived using any Personally Identifiable Financial Information that is not publicly available, and shall further include all Non-Public Personal Information as defined by Federal regulations implementing the Gramm-Leach-Bliley Act, as amended from time to time, and any state statues or regulations governing this agreement.

(iii)    “Personally Identifiable Financial Information” means any information a consumer provides to a party in order to obtain a financial product or service, any information a party otherwise obtains about a consumer in connection with providing a financial product or service to that consumer, and any information about a consumer resulting from any transaction involving a financial product or service between a party and a consumer. Personally Identifiable Financial Information may include, without limitation, a consumer’s first and last name, physical address, zip code, e-mail address, phone number, Social Security number, birth date, account number and any information that identifies, or when tied to the above information may identify, a consumer.

(b)    Use of Confidential Information. The parties agree that during the term of this Agreement and thereafter, Confidential Information is to be used solely in connection with satisfying their obligations pursuant to this Agreement, and that a party shall neither disclose Confidential Information to any third party, nor use Confidential Information for its own benefit, except as may be necessary to perform its obligations pursuant to this Agreement or as expressly authorized in writing by the other party, as the case may be.

Neither party shall disclose any Confidential Information to any other persons or entities, except on a “need to know” basis and then only: (i) to their own employees and Agents (as defined below); (ii) to their own accountants and legal representatives, provided that any such representatives shall be subject to subsection (iv) below; (iii) to their own affiliates, provided that such affiliates shall be restricted in use and redisclosure of the Confidential Information to the same extent as the parties hereto. “Agents”, for purposes of this Section, mean each of the parties’ advisors, directors, officers, employees, contractors, consultants affiliated entities (i.e., an entity controlling, controlled by, or under common control with a party), or other agents. If and to the extent any Agent of the recipient receive Confidential Information, such recipient party shall be responsible for such Agent’s full compliance with the terms and conditions of this Agreement and shall be liable for any such Agent’s non-compliance.

(c)    Compelled Disclosure. If a subpoena or other legal process seeking Confidential Information is served upon either party, such party will, to the extent not prohibited by law, rule or order, notify the other immediately and, to the maximum extent practicable prior to disclosure of any Confidential Information, will, at the other’s request and reasonable expense, cooperate in any lawful effort to contest the legal validity of such subpoena or other legal process. The restrictions set forth herein shall apply during the term and after the termination of this Agreement. All Confidential Information furnished to the Asset Representations Reviewer or Servicer, as the case may be, or to which the Asset Representations Reviewer or Servicer gains access in connection with this Agreement, is the respective exclusive property of the disclosing party.

 

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(d)    Use by Agents, Employees, Subcontractors. The parties shall take reasonable measures to prevent its Agents, employees and subcontractors from using or disclosing any Confidential Information, except as may be necessary for each party to perform its obligations pursuant to this Agreement. Such measures shall include, but not be limited to, (i) education of such Agents, employees and subcontractors as to the confidential nature of the Confidential Information; and (ii) securing a written acknowledgment and agreement from such Agents, employees and subcontractors that the Confidential Information shall be handled only in accordance with provisions no less restrictive than those contained in this Agreement. This provision shall survive termination of this Agreement.

(e)    Remedies. The parties agree and acknowledge that in order to prevent the unauthorized use or disclosure of Confidential Information, it may be necessary for a party to seek injunctive or other equitable relief, and that money damages may not constitute adequate relief, standing alone, in the event of actual or threatened disclosure of Confidential Information. In addition, the harmed party shall be entitled to all other remedies available at law or equity including injunctive relief.

(f)    Exceptions. Confidential Information shall not include, and this Agreement imposes no obligations with respect to, information that:

(i)    is or becomes part of the public domain other than by disclosure by a Party or its Agents in violation of this Agreement;

(ii)    was disclosed to a Party prior to the Effective Date without a duty of confidentiality;

(iii)    is independently developed by a Party outside of this Agreement and without reference to or reliance on any Confidential Information of the other Party; or

(iv)    was obtained from a third party not known after reasonable inquiry to be under a duty of confidentiality.

The foregoing exceptions shall not apply to any Non-Public Personal Information or Personally Identifiable Financial Information, which shall remain confidential in all circumstances, except as required or permitted to be disclosed by applicable law, statute, or regulation.

(g)    Return of Confidential Information. Subject to Section 4.2(e) of this Agreement, upon the request of a party, the other party shall return all Confidential Information to the other; provided, however, (i) each party shall be permitted to retain copies of the other party’s Confidential Information solely for archival, audit, disaster recovery, legal and/or regulatory purposes, and (ii) neither party will be required to search archived electronic back-up files of its computer systems for the other party’s Confidential Information in order to purge the other party’s Confidential Information from its archived files; provided further, that any Confidential Information so retained will (x) remain subject to the obligations and restrictions contained in this Agreement, (y) will be maintained in accordance with the retaining party’s document retention policies and procedures, and (z) the retaining party will not use the retained Confidential Information for any other purpose.

 

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Section 4.9.    Security and Safeguarding Information

(a)    Confidential Information that contains Non-Public Personal Information about customers is subject to the protections created by the Gramm-Leach-Bliley Act of 1999 (the “Act”) and under the standards for safeguarding Confidential Information, 16 CFR Part 314 (2002) adopted by Federal Trade Commission (“FTC”) (the “Safeguards Rule”). Additionally, state specific laws may regulate how certain confidential or personal information is safeguarded. The parties agree with respect to the Non-Public Personal Information to take all appropriate measures in accordance with the Act, and any state specific laws, as are necessary to protect the security of the Non-Public Personal Information and to specifically assure there is no disclosure of the Non-Public Personal Information other than as authorized under the Act, and any state specific laws, and this Agreement.

With respect to Confidential Information, including Non-Public Personal Information and Personally Identifiable Financial Information as applicable, each of the parties agrees that:

(i)    It will use commercially reasonable efforts to safeguard and protect the confidentiality of any Confidential Information and agrees, warrants, and represents that it has or will implement and maintain appropriate safeguards designed to safeguard and protect the confidentiality of any Confidential Information.

(ii)    It will not disclose or use Confidential Information provided except for the purposes as set in the Agreement, including as permitted under the Act and its implementing regulations, or other applicable law.

(iii)    It acknowledges that the providing party is required by the Safeguards Rule to take reasonable steps to assure itself that its service providers maintain sufficient procedures to detect and respond to security breaches, and maintain reasonable procedures to discover and respond to widely-known security failures by its service providers. It agrees to furnish to the providing party that appropriate documentation to provide such assurance.

(iv)    It understands that the FTC may, from time to time, issue amendments to and interpretations of its regulations implementing the provisions of the Act, and that pursuant to its regulations, either or both of the parties hereto may be required to modify their policies and procedures regarding the collection, use, protection, and/or dissemination of Non-Public Personal Information. Additionally, states may issue amendments to and interpretations of existing regulations, or may issue new regulations, which both of the parties hereto may be required to modify their policies and procedures. To the extent such regulations are so amended or interpreted, each party hereto agrees to use reasonable efforts to adjust the Agreement in order to comply with any such new requirements.

(v)    By the signing of this Agreement, each party certifies that it has a written, comprehensive information security program that is in compliance with federal and state laws that are applicable to its respective organization and the types of Confidential Information it receives.

(b)    The Asset Representations Reviewer represents and warrants that it has, and will continue to have, adequate administrative, technical, and physical safeguards designed to (i)

 

13


protect the security, confidentiality and integrity of Non-Public Personal Information, (ii) ensure against anticipated threats or hazards to the security or integrity of Non-Public Personal Information, (iii) protect against unauthorized access to or use of Non-Public Personal Information and (iv) otherwise comply with its obligations under this Agreement. These safeguards include a written data security plan, employee training, information access controls, restricted disclosures, systems protections (e.g., intrusion protection, data storage protection and data transmission protection) and physical security measures.

(c)    Asset Representations Reviewer will promptly notify Servicer in the event it becomes aware of any unauthorized or suspected acquisition of data or Confidential Information that compromises the security, confidentiality or integrity of Servicer’s Confidential Information, whether internal or external. The disclosure will include the date and time of the breach along with specific information compromised along with the monitoring logs, to the extent then known. The Asset Representations Reviewer will use commercially reasonable efforts to take remedial action to resolve such breach.

(d)    The Asset Representations Reviewer will cooperate with and provide information to the Issuer and the Servicer regarding the Asset Representations Reviewer’s compliance with this Section 4.9.

ARTICLE V.

RESIGNATION AND REMOVAL

Section 5.1.    Resignation and Removal of Asset Representations Reviewer.

(a)    Resignation of Asset Representations Reviewer. The Asset Representations Reviewer may not resign as Asset Representations Reviewer, except:

(i)    upon determination that (A) the performance of its obligations under this Agreement is no longer permitted under applicable law and (B) there is no reasonable action that it could take to make the performance of its obligations under this Agreement permitted under applicable law; or

(ii)    with the consent of the Issuer.

The Asset Representations Reviewer will give the Issuer and the Servicer sixty (60) days’ prior notice of its resignation. Any determination permitting the resignation of the Asset Representations Reviewer under subsection (i) above must be evidenced by an Opinion of Counsel delivered to the Issuer, the Servicer, the Owner Trustee, the Trust Collateral Agent and the Trustee. No resignation of the Asset Representations Reviewer will become effective until a successor Asset Representations Reviewer is in place.

(b)    Removal of Asset Representations Reviewer. The Issuer may remove the Asset Representations Reviewer and terminate all of its rights and obligations (other than as provided in Section 4.6) under this Agreement (i) if the Asset Representations Reviewer ceases to be an Eligible Asset Representations Reviewer, (ii) on a breach of any of the representations, warranties, covenants or obligations of the Asset Representations Reviewer contained in this Agreement and (iii) on the occurrence of an Insolvency Event with respect to the Asset Representations Reviewer, by notifying the Asset Representations Reviewer, the Trustee and the Servicer of the removal.

 

14


(c)    Effectiveness of Resignation or Removal. No resignation or removal of the Asset Representations Reviewer will become effective until a successor Asset Representations Reviewer is in place. The predecessor Asset Representations Reviewer will continue to perform its obligations under this agreement until a successor asset Representations Reviewer is in place.

Section 5.2.    Engagement of Successor.

(a)    Successor Asset Representations Reviewer. Following the resignation or removal of the Asset Representations Reviewer under Section 5.1, the Issuer will engage as the successor Asset Representations Reviewer a Person that is an Eligible Asset Representations Reviewer. The successor Asset Representations Reviewer will accept its engagement or appointment by executing and delivering to the Issuer and the Servicer an agreement to assume the Asset Representations Reviewer’s obligations under this Agreement or entering into a new Asset Representations Review Agreement with the Issuer that is on substantially the same terms as this Agreement.

(b)    Transition and Expenses. The predecessor Asset Representations Reviewer will cooperate with the successor Asset Representations Reviewer engaged by the Issuer in effecting the transition of the Asset Representations Reviewer’s obligations and rights under this Agreement. The predecessor Asset Representations Reviewer will pay the reasonable expenses of the successor Asset Representations Reviewer in transitioning the Asset Representations Reviewer’s obligations under this Agreement and preparing the successor Asset Representations Reviewer to take on the obligations on receipt of an invoice with reasonable detail of the expenses from the successor Asset Representations Reviewer.

Section 5.3.    Merger, Consolidation or Succession. Any Person (a) into which the Asset Representations Reviewer is merged or consolidated, (b) resulting from any merger or consolidation to which the Asset Representations Reviewer is a party, (c) which acquires substantially all of the assets of the Asset Representations Reviewer, or (d) succeeding to the business of the Asset Representations Reviewer, which Person is an Eligible Asset Representations Reviewer, will be the successor to the Asset Representations Reviewer under this Agreement. Such Person will execute and deliver to the Issuer and the Servicer an agreement to assume the Asset Representations Reviewer’s obligations under this Agreement (unless the assumption happens by operation of law). No such transaction will be deemed to release the Asset Representations Reviewer from its obligations under this Agreement.

ARTICLE VI

OTHER AGREEMENTS

Section 6.1.    Independence of Asset Representations Reviewer. The Asset Representations Reviewer will be an independent contractor and will not be subject to the supervision of the Issuer, the Trust Collateral Agent, the Trustee or the Owner Trustee for the manner in which it accomplishes the performance of its obligations under this Agreement. Unless expressly authorized by the Issuer, and, with respect to the Owner Trustee, the Owner

 

15


Trustee, the Asset Representations Reviewer will have no authority to act for or represent the Issuer, the Trust Collateral Agent, the Trustee or the Owner Trustee and will not be considered an agent of the Issuer, the Trust Collateral Agent, the Trustee or the Owner Trustee. Nothing in this Agreement will make the Asset Representations Reviewer and any of the Issuer, the Trust Collateral Agent, the Trustee or the Owner Trustee members of any partnership, joint venture or other separate entity or impose any liability as such on any of them.

Section 6.2.    No Petition. Each of the Servicer and the Asset Representations Reviewer, by entering into this Agreement, and the Owner Trustee and the Trustee, by accepting the benefits of this Agreement, agrees that, before the date that is one year and one day (or, if longer, any applicable preference period) after payment in full of (a) all securities issued by the Seller or by a trust for which the Seller was a Seller or (b) the Notes, it will not start or pursue against, or join any other Person in starting or pursuing against, the Seller or the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar law. This Section 6.2 will survive the termination of this Agreement.

Section 6.3.    Limitation of Liability of Owner Trustee. It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer in this Agreement and (v) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents.

Section 6.4.    Termination of Agreement. This Agreement will terminate, except for the obligations under Section 4.6, on the earlier of (a) the payment in full of all outstanding Notes and the satisfaction and discharge of the Indenture and (b) the termination of the Issuer.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1.    Amendments.

(a) The parties may amend this Agreement:

(i)    without the consent of the Noteholders, to clarify an ambiguity or to correct or supplement any term of this Agreement that may be defective or inconsistent with the other terms of this Agreement or to provide for, or facilitate the acceptance of this Agreement by, a successor Asset Representations Reviewer;

 

16


(ii)    without the consent of the Noteholders, if the Servicer delivers an Officer’s Certificate to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not have a material adverse effect on the Notes; or

(iii)    with the consent of the Noteholders of a majority of the Note Balance of each Class of Notes materially and adversely affected by the amendment (with each affected Class voting separately, except that all Noteholders of Class A Notes will vote together as a single class).

(b)    Notice of Amendments. The Servicer will give prior notice of any amendment to the Rating Agencies. Promptly after the execution of an amendment, the Servicer will deliver a copy of the amendment to the Rating Agencies.

Section 7.2.    Assignment; Benefit of Agreement; Third Party Beneficiaries.

(a)    Assignment. Except as stated in Section 5.3, this Agreement may not be assigned by the Asset Representations Reviewer without the consent of the Issuer and the Servicer.

(b)    Benefit of the Agreement; Third-Party Beneficiaries. This Agreement is for the benefit of and will be binding on the parties to this Agreement and their permitted successors and assigns. The Owner Trustee, the Trust Collateral Agent and the Trustee (both in its individual capacity and in its capacity as Trustee for the benefit of the Noteholders), will be third-party beneficiaries of this Agreement entitled to enforce this Agreement against the Asset Representations Reviewer and the Servicer. No other Person will have any right or obligation under this Agreement.

Section 7.3.    Notices.

(a)    Delivery of Notices. All notices, requests, demands, consents, waivers or other communications to or from the parties to this Agreement must be in writing and will be considered given:

(i)    on delivery or, for a letter mailed by registered first class mail, postage prepaid, three (3) days after deposit in the mail;

(ii)    for a fax, when receipt is confirmed by telephone, reply email or reply fax from the recipient;

(iii)    for an email, when receipt is confirmed by telephone or reply email from the recipient; and

(iv)    for an electronic posting to a password-protected website to which the recipient has access, on delivery (without the requirement of confirmation of receipt) of an email to that recipient stating that the electronic posting has occurred.

 

17


(b)    Notice Addresses. Any notice, request, demand, consent, waiver or other communication will be delivered or addressed as stated in Section 12.3(a) of the Sale and Servicing Agreement or at another address as a party may designate by notice to the other parties.

Section 7.4.    GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THIS AGREEMENT AND ALL MATTERS ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT SHALL BE, GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

Section 7.5.    Submission to Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally:

(a)    submits for itself and, as applicable, its property, in any legal action relating to this Agreement, the Basic Documents or any other documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof;

(b)    consents that any such action may be brought in such courts and waives any objection that it may now or hereafter have to the venue of such action in any such court or that such action was brought in an inconvenient court and agrees not to plead or claim the same; and

(c)    waives, to the fullest extent permitted by law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement, the Basic Documents or the transactions contemplated hereby.

Section 7.6.    No Waiver; Remedies. No party’s failure or delay in exercising any power, right or remedy under this Agreement will operate as a waiver. No single or partial exercise of any power, right or remedy will preclude any other or further exercise of the power, right or remedy or the exercise of any other power, right or remedy. The powers, rights and remedies under this Agreement are in addition to any powers, rights and remedies under law.

Section 7.7.    Severability. Any provision of this Agreement that 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, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 7.8.    Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

 

18


Section 7.9.    Counterparts. This Agreement may be executed in multiple counterparts. Each counterpart shall be an original regardless of whether delivered in physical or electronic form, and all counterparts will together be one document.

[Remainder of Page Intentionally Left Blank]

 

19


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective duly authorized officers as of the day and the year first above written.

 

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2017-1
By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee on behalf of the Trust.
By:  

 

Name:  
Title:  

AMERICREDIT FINANCIAL SERVICE, INC.,

as Servicer

By:  

 

Name:  
Title:  

CLAYTON FIXED INCOME SERVICES LLC,

as Asset Representations Reviewer

By:  

 

Name:  
Title:  

 

[Signature Page to Asset Representations Review Agreement]


Schedule A

Representations and Warranties and Procedures to be Performed

Representation

1.    Characteristics of Receivables. Each Receivable (A) was originated (i) by AmeriCredit or (ii) by a Dealer and purchased by AmeriCredit from such Dealer under an existing Dealer Agreement or pursuant to a Dealer Assignment with AmeriCredit and was validly assigned by such Dealer to AmeriCredit pursuant to a Dealer Assignment, (B) was originated by AmeriCredit or such Dealer for the retail sale of a Financed Vehicle in the ordinary course of AmeriCredit’s or the Dealer’s business, in each case (i) was originated in accordance with AmeriCredit’s credit policies and (ii) was fully and properly executed by the parties thereto, and (iii) AmeriCredit and, to the best of the Seller’s and the Servicer’s knowledge, each Dealer had all necessary licenses and permits to originate Receivables in the state where AmeriCredit or each such Dealer was located, (C) contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for realization against the collateral security, and (D) has not been amended or collections with respect to which waived, other than as evidenced in the Receivable File or the Servicer’s electronic records relating thereto.

Documents

Receivable File

AmeriCredit’s Policies

Data Tape

Dealer Agreement

Procedures to be Performed

 

  A. Origination Entity of Each Receivable

 

  i. Confirm that the Contract is a retail installment sale contract or promissory note relating to the sale of a motor vehicle.

 

  ii. Review the Contract and verify it was originated by AmeriCredit or

 

  iii. Verify that the Receivable was originated by a Dealer and purchased by AmeriCredit

 

  iv. If the Contract was originated by a Dealer, verify the Receivable File contains a valid Dealer Agreement between the Dealer and AmeriCredit

 

  B. Receivable originated for Retail Sale of a Financed Vehicle

 

  i. Review the Contract and verify AmeriCredit’s credit policies were followed.

 

  ii. Observe the Contract and confirm it was executed by the Buyer, Co-Buyer (if applicable) and the Dealer

 

  iii. If the Contract was originated by AmeriCredit, review the Receivable File and confirm AmeriCredit had all necessary licenses and permits as required by the state in which it was originated

 

Schedule A -1


  iv. If the Contract was originated by a Dealer, confirm the Dealer Agreement contains language confirming the dealer was required to have all necessary licenses and permits and there was no evidence of the contrary

 

  C. Contract contains customary and enforceable provisions

 

  i. Review the Contract and verify it contains clauses to render the rights and remedies of the holder adequate for realization against the collateral.

 

  D. Original Receivable Contract intact

 

  i. Review the Receivable File and Servicer’s system for any indication of amendments to the Receivable.

 

  ii. If an amendment is reported, confirm the terms in the contract match the data tape

 

  E. If steps A through D are confirmed, then Test Pass

 

Schedule A -2


Representation

2.    Compliance with Law. All requirements of applicable federal, state and local laws, and regulations thereunder (including, without limitation, usury laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the Federal Reserve Board’s Regulations “B” and “Z” (including amendments to the Federal Reserve’s Official Staff Commentary to Regulation Z, effective October 1, 1998, concerning negative equity loans), the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Servicemembers Civil Relief Act, each applicable state Motor Vehicle Retail Installment Sales Act, the Gramm-Leach-Bliley Act and state adaptations of the National Consumer Act and of the Uniform Consumer Credit Code and other consumer credit laws and equal credit opportunity and disclosure laws) in respect of the Receivables and the Financed Vehicles, have been complied with in all material respects.

Documents

Receivable File

Sale Contract

Procedures to be Performed

 

  A. Confirm the following sections are present on the contract and filled out:

 

  i. Name and address of Creditor

 

  ii. APR

 

  iii. Finance Charge

 

  iv. Amount Financed

 

  v. Total of Payments

 

  vi. Total Sale Price

 

  B. Confirm a Payment Schedule is present and complete

 

  C. Confirm there is an itemization of the Amount Financed

 

  D. Confirm the following disclosure are included in the contract

 

  i. Prepayment disclosure

 

  ii. Late Payment Policy including the late charge amount or calculation

 

  iii. Security Interest disclosure

 

  iv. Contract Reference

 

  v. Insurance Requirements

 

  E. If steps A through D are confirmed, then Test Pass

 

Schedule A -3


Representation

3.    Binding Obligation. Each Receivable represents the genuine, legal, valid and binding payment obligation of the Obligor thereon, enforceable by the holder thereof in accordance with its terms, except (A) as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law and (B) as such Receivable may be modified by the application after the Cutoff Date of the Servicemembers Civil Relief Act, as amended; and, to the best of the Seller’s and the Servicer’s knowledge, all parties to each Receivable had full legal capacity to execute and deliver such Receivable and all other documents related thereto and to grant the security interest purported to be granted thereby.

Documents

Retail Sale Contract

Procedures to be Performed

 

  A) Observe the Contract and confirm it was signed by the Obligor

 

  B) If confirmed, then Test Pass

 

Schedule A -4


Representation

4.    Schedule of Receivables. The information set forth in the Schedule of Receivables has been produced from the Electronic Ledger and was true and correct in all material respects as of the close of business on the Cutoff Date.

Documents

Data Tape

Procedures to be Performed

 

  A. Confirm the Account Number in the Data Tape matches the Account Number listed in the Schedule of Receivables

 

  B. If confirmed, then Test Pass.

 

Schedule A -5


Representation

5.    Marking Records. Each of AmeriCredit and the Seller agree that the Receivables have been sold to the Trust pursuant to the Sale and Servicing Agreement and Granted to the Trust Collateral Agent pursuant to the Indenture. Further, AmeriCredit has indicated in its computer files that the Receivables are owned by the Trust.

Documents

Transaction Documents

System Reports

Procedures to be Performed

 

  A) Verified through the transaction documents and Schedule of Receivable

 

  B) Verify AmeriCredit indicates within its computer files that the Receivable is owned by the Trust.

 

  C) If questions (A) and (B) are confirmed, then Test Pass.

 

Schedule A -6


Representation

6.    Chattel Paper. The Receivables constitute “tangible chattel paper” or “electronic chattel paper” within the meaning of the UCC.

Documents

Receivable File

Imaging System Access

Procedures to be Performed

 

  A. Receivables constitute “tangible chattel paper” or “electronic chattel paper”

 

  i. Confirm there is a signature under the appropriate buyer, co-buyer and seller signature lines on the contract

 

  ii. Confirm the contract reports an amount financed greater than zero

 

  iii. Confirm there is documentation of a lien against the title of a vehicle

 

  B. If (i), (ii) and (iii) are confirmed, then Test Pass.

 

Schedule A -7


Representation

7.    One Original. There is only one original executed copy (or with respect to “electronic chattel paper”, one authoritative copy) of each Contract. With respect to Contracts that are “electronic chattel paper”, each authoritative copy (a) is unique, identifiable and unalterable (other than with the participation of the Trust Collateral Agent in the case of an addition or amendment of an identified assignee and other than a revision that is readily identifiable as an authorized or unauthorized revision), (b) has been marked with a legend to the following effect: “Authoritative Copy” and (c) has been communicated to and is maintained by or on behalf of the Custodian.

Documents

Receivable File

E-Vault

Procedures to be Performed

 

  A) There is one original executed copy of the Contract or

 

  i) Ensure that all parties have signed the contract.

 

  ii) If confirm, it will be a Test Pass.

 

  B) There is only one authoritative copy of the Receivable with respect to “electronic chattel paper”

 

  i) Review the authoritative copy of the contract for the Receivable. Verify it is unique, identifiable, and unalterable.

 

  i) Ensure the authoritative copy has been executed by all parties.

 

  ii) Ensure in the contract has been marked as an Authoritative Copy.

 

  C) Ensure the copy has been executed by all parties to AmeriCredit. If all criteria are met, Test Pass.

 

Schedule A -8


Representation

8.    Not an Authoritative Copy. With respect to Contracts that are “electronic chattel paper”, the Servicer has marked all copies of each such Contract other than an authoritative copy with a legend to the following effect: “This is not an authoritative copy.”

Documents

E-Vault

Procedures to be Performed

 

  A) Confirm if there is a single authoritative copy

 

  i) Identify any and all contracts other than the single authoritative copy.

 

  ii) Confirm all non-authoritative electronic chattel paper copies are appropriately marked

 

  B) If confirmed, then Test Pass.

 

Schedule A -9


Representation

9.    Revisions. With respect to Contracts that are “electronic chattel paper”, the related Receivables have been established in a manner such that (a) all copies or revisions that add or change an identified assignee of the authoritative copy of each such Contract must be made with the participation of the Trust Collateral Agent and (b) all revisions of the authoritative copy of each such Contract are readily identifiable as an authorized or unauthorized revision.

Documents

E-Vault

Procedures to be Performed

 

  A) Review electronic chattel paper, confirm that related Receivables have been established in the following manner:

 

  i) All copies of revisions that add or change an identified assignee of the authoritative copy of the Contract contain the signature and/or approval of the Trust Collateral Agent

 

  ii) All revisions of the authoritative copy are identifiable as authorized or unauthorized

 

  B) If both of the above tests are confirmed, then Test Pass.

 

Schedule A -10


Representation

10.    Pledge or Assignment. With respect to Contracts that are “electronic chattel paper”, the authoritative copy of each Contract communicated to the Custodian has no marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Trust Collateral Agent.

Documents

E-Vault

Procedures to be Performed

 

  A) Review the authoritative copy of the Contract.

 

  i) Confirm there is no indication that the Receivable has been pledged, assigned or conveyed to any other Party other than the Trust Collateral Agent

 

  B) If (i) is confirmed, then Test Pass.

 

Schedule A -11


Representation

11.    Receivable Files Complete. There exists a Receivable File pertaining to each Receivable. Related documentation concerning the Receivable, including any documentation regarding modifications of the Contract, will be maintained electronically by the Servicer in accordance with customary policies and procedures. With respect to any Receivables that are tangible chattel paper, the complete Receivable File for each Receivable currently is in the possession of the Custodian.

Documents

Receivable File

Modification Agreements (if applicable)

Procedures to be Performed

 

  A) Confirm the Receivable File is Completed

 

  i) Review Receivable and confirm that there is a corresponding Receivable File.

 

  ii) Verify all related documents concerning the Receivable are maintained electronically by the Servicer.

 

  iii) If any Receivables are “tangible chattel paper,” confirm the Custodian has the complete Receivable File for each Receivable

 

  B) If tests (i), (ii) and (iii) are confirmed, then test passes.

 

Schedule A -12


Representation

12.    Receivables in Force. No Receivable has been satisfied, or, to the best of the Seller’s and the Servicer’s knowledge, subordinated or rescinded, and the Financed Vehicle securing each such Receivable has not been released from the lien of the related Receivable in whole or in part. No terms of any Receivable have been waived, altered or modified in any respect since its origination, except by instruments or documents identified in the Receivable File or the Servicer’s electronic records.

Documents

Receivable File

Assignment

Data Tape

Procedures to be Performed

 

  A) Confirm the Receivable has not been satisfied, subordinated or rescinded

 

  i) Review Receivable file and confirm there is no indication the Receivable was subordinated or Rescinded

 

  ii) Confirm there is no indication the Receivable was satisfied prior to the Cutoff date

 

  B) Confirm there is no evidence the Financed Vehicle has been released from the lien in whole or in part

 

  C) Confirm there is no indication the terms of the Receivable have been waived, altered or modified since origination, except by instruments or documents identified in the Receivable File or the Servicer’s electronic records.

 

  D) If questions (A), (B) and (C) are confirmed, then it will be a Test Pass.

 

Schedule A -13


Representation

13.    Good Title. Immediately prior to the conveyance of the Receivables to the Trust pursuant to this Agreement, the Seller was the sole owner thereof and had good and indefeasible title thereto, free of any Lien and, upon execution and delivery of this Agreement by the Seller, the Trust shall have good and indefeasible title to and will be the sole owner of such Receivables, free of any Lien. The Seller has not taken any action to convey any right to any Person that would result in such Person having a right to payments received under the related Insurance Policies or the related Dealer Agreements or Dealer Assignments or to payments due under such Receivables. No Dealer has a participation in, or other right to receive, proceeds of any Receivable.

Documents

Receivable File

Dealer Agreement

Procedures to be Performed

 

  A) Review the Receivable

 

  i) Confirm the receivable had no lien or claim filed for additional work, labor, or materials. Also, confirm there is no tax lien for this Receivable.

 

  ii) Confirm that the title documents list AFSI or DBA GM Financial as the sole lien holder and that no other lien holder is listed and has not been sold, assigned, or transferred to any other entity.

 

  B) If both “i” and “ii” are confirmed, then Test Pass.

 

Schedule A -14


Representation

14.    Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AmeriCredit in the Financed Vehicle. The Lien Certificate for each Financed Vehicle shows, or AmeriCredit has commenced procedures that will result in such Lien Certificate which will show, AmeriCredit named (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. Immediately after the sale, transfer and assignment by the Seller to the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust Collateral Agent as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). To the best of the Seller’s and the Servicer’s knowledge, as of the Cutoff Date, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related Receivable.

Documents

Receivable File

Procedures to be Performed

 

  A) Confirm first priority for AmeriCredit

 

  i) Verify that the Receivable has an existing first priority security interest in favor of AmeriCredit or properly registered DBA

 

  ii) Verify the lien certificate shows or that AmeriCredit has commenced procedures that will result in such Lien Certificate which will show AmeriCredit or a registered DBA as the original secured party under the Receivable

 

  B) Confirm first priority security interest directly after sale, transfer or assignment.

 

  i) Verify the Receivable has been secured by a security interest in the Financed Vehicle in favor of the Trust Collateral Agent as the secured party.

 

  ii) Verify the security interest exists prior to all other Liens and security interests in the Financed Vehicle which already exist or could exist later.

 

  iii) As of the cutoff date, verify that no other Liens or Claims exist affecting the Financed Vehicle that are or may be prior or equal to the Liens of the Receivable.

 

  C) If (A) and (B) are confirmed, then the test passes.

 

Schedule A -15


Representation

15.    Receivable Not Assumable. No Receivable is assumable by another Person in a manner which would release the Obligor thereof from such Obligor’s obligations to the owner thereof with respect to such Receivable.

Documents

Receivable File

Procedures to be Performed

 

  A) Confirm the Receivable is NOT assumable by any Person in a manner that would release the Obligor from their financial obligation to GM Financial.

 

  i) Review the Contract for language indicating the Receivable is not assumable.

 

  B) If this is confirmed, then Test Pass.

 

Schedule A -16


Representation

16.    No Defenses. No Receivable is subject to any right of rescission, setoff, counterclaim or defense, including the defense of usury, and the operation of any of the terms of any Receivable, or the exercise of any right thereunder, will not render such Receivable unenforceable in whole or in part and no such right has been asserted or threatened with respect to any Receivable.

Documents

Receivable File

Dealer Agreement

Procedures to be Performed

 

  A) Confirm the Receivable files and documents do NOT have any indication that it is subject to rescission, setoff, counterclaim, or defense that could cause the Receivable to become invalid.

 

  i) Confirm there is no indication of litigation or attorney involvement in the Receivable file or servicing system

 

  B) If confirmed, Test Pass.

 

Schedule A -17


Representation

17.    No Default. There has been no default, breach, or, to the knowledge of the Seller and Servicer, violation or event permitting acceleration under the terms of any Receivable (other than payment delinquencies of not more than 30 days), and, to the best of the Seller’s and the Servicer’s knowledge, no condition exists or event has occurred and is continuing that with notice, the lapse of time or both would constitute a default, breach, violation or event permitting acceleration under the terms of any Receivable, and there has been no waiver of any of the foregoing.

Documents

Receivable File

Data Tape

Procedures to be Performed

 

  A) Confirm that no default status existed or was pending on the receivable as of the cut-off date.

 

  i) Verify the loan did not have a default, breach, violation or event permitting acceleration under the terms of the receivable.

 

  ii) Verify that no conditions existed that would permit acceleration of notice that was provided.

 

  iii) If a condition did exist as specified in part ii, verify that the receivable had a waiver preventing acceleration from one of the aforementioned reasons.

 

  B) If there parts (i), (ii), and (iii) are confirmed, then Test Pass

 

Schedule A -18


Representation

18.    Insurance. At the time of an origination of a Receivable by AmeriCredit or a Dealer, each Financed Vehicle is required to be covered by a comprehensive and collision insurance policy, and each Receivable permits the holder thereof to obtain physical loss and damage insurance at the expense of the Obligor if the Obligor fails to do so.

Documents

Receivable File

Agreement to Provide Insurance

Procedures to be Performed

 

  A) Verify the Contract or the Agreement to Provide Insurance requires the Receivable to be covered by a comprehensive and collision insurance policy at the time of origination or that language exists allowing the seller to obtain physical loss and damage insurance at the expense of the Obligor if the Obligor fails to do so.

 

  B) If “A” is confirmed, then Test Pass.

 

Schedule A -19


Representation

19.    Certain Characteristics of the Receivables.

(A) Each Receivable had a remaining maturity, as of the Cutoff Date, of not less than 3 months and not more than 75 months.

(B) Each Receivable had an original maturity, as of the Cutoff Date, of not less than 3 months and not more than 75 months.

(C) Each Receivable had a remaining Principal Balance, as of the Cutoff Date, of at least $250 and not more than $85,000.

(D) Each Receivable had an Annual Percentage Rate, as of the Cutoff Date, of at least 1% and not more than 33%.

(E) No Receivable was more than 30 days past due as of the Cutoff Date.

(F) Each Receivable arose under a Contract that is governed by the laws of the United States or any State thereof.

(G) Each Obligor had a billing address in the United States as of the date of origination of the related Receivable.

(H) Each Receivable is denominated in, and each Contract provides for payment in, United States dollars.

(I) Each Receivable arose under a Contract that is assignable without the consent of, or notice to, the Obligor thereunder, and does not contain a confidentiality provision that purports to restrict the ability of the Servicer to exercise its rights under the Sale and Servicing Agreement, including, without limitation, its right to review the Contract. Each Receivable prohibits the sale or transfer of the Financed Vehicle without the consent of the Servicer.

(J) Each Receivable arose under a Contract with respect to which AmeriCredit has performed all obligations required to be performed by it thereunder.

(K) No automobile related to a Receivable was held in repossession inventory as of the Cutoff Date.

(L) The Servicer’s records do not indicate that any Obligor was in bankruptcy as of the Cutoff Date.

(M) No Obligor is the United States of America or any State or any agency, department, subdivision or instrumentality thereof.

 

Schedule A -20


Documents

Data Tape

Receivable File

Procedures to be Performed

 

  A) Review the Data Tape and confirm that the remaining maturity date is more than or equal to three months but less than or equal to 75 months from the Cutoff Date.

 

  B) Review the Data Tape and confirm that the original maturity date is more than or equal to three months but less than or equal to 75 months from the Cutoff Date.

 

  C) Review the Data Tape and confirm that the remaining principal balance is more than or equal to $250 but less than or equal to $85,000.

 

  D) Review the Data Tape and confirm that the annual percentage rate is more than or equal to one percent but less than or equal to 33 percent.

 

  E) Review the Data tape and confirm that the next payment due date was not more than 30 days from the Cutoff Date.

 

  F) Confirm the following:

 

  i) The Contract was completed on a US State or Territory automobile contract form

 

  ii) An “Applicable Law” disclosure is present confirming the contract is governed by Federal and State law

 

  iii) The test for Compliance with Law representation was passed

 

  iv) If (i), (ii) and (iii) are confirmed, then then Test Pass

 

  G) Review the Contract and confirm that the Obligor’s billing address is located within the United States.

 

  H) Review the Contract and confirm that the payment schedule details are reported in US dollars.

 

  I) Review the Contract and confirm that the contract is assignable without the consent or notice of the Obligor.

 

  J) Confirm a Truth in Lending statement appears on the Contract.

 

  K) Review the Data tape and to confirm that no automobile was held in repossession inventory as of the Cutoff Date

 

  L) Review the Data tape and to confirm that no Obligor was involved in active bankruptcy as of the Cutoff Date

 

  M) Review the Contract and confirm that the Obligor is not reported as the United States of America or any State, agency, department or subdivision of the government.

 

  N) If the test for sections A through M above are all confirmed, then Test Pass

 

Schedule A -21


Representation

20.    Prepayment. Each Receivable allows for prepayment and partial prepayments without penalty.

Documents

Retail Sale Contract

Procedures to be Performed

 

  A) Confirm there is language in the Contract that the borrower is able to pay off the Receivable before the maturity date without being penalized.

 

  B) If this language is present, Test Pass.

 

Schedule A -22

EX-36.1 8 d317641dex361.htm EX-36.1 EX-36.1

EXHIBIT 36.1

Certification

I, Sheli Fitzgerald, certify as of February 13, 2017 that:

1. I have reviewed the prospectus relating to the Class A-1, Class A-2-A, Class A-2-B, Class A-3, Class B, Class C and Class D Notes of AmeriCredit Automobile Receivables Trust 2017-1 (the “securities”) and am familiar with, in all material respects, the following: The characteristics of the securitized assets underlying the offering (the “securitized assets”), the structure of the securitization, and all material underlying transaction agreements as described in the prospectus;

2. Based on my knowledge, the prospectus does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading;

3. Based on my knowledge, the prospectus and other information included in the registration statement of which it is a part fairly present, in all material respects, the characteristics of the securitized assets, the structure of the securitization and the risks of ownership of the securities, including the risks relating to the securitized assets that would affect the cash flows available to service payments or distributions on the securities in accordance with their terms; and

4. Based on my knowledge, taking into account all material aspects of the characteristics of the securitized assets, the structure of the securitization, and the related risks as described in the prospectus, there is a reasonable basis to conclude that the securitization is structured to produce, but is not guaranteed by this certification to produce, expected cash flows at times and in amounts to service scheduled payments of interest and the ultimate repayment of principal on the securities (or other scheduled or required distributions on the securities, however denominated) in accordance with their terms as described in the prospectus.

The foregoing certifications are given subject to any and all defenses available to me under the federal securities laws, including any and all defenses available to an executive officer that signed the registration statement of which the prospectus referred to in this certification is part.

Date: February 13, 2017.

 

By:  

/s/ Sheli Fitzgerald

Name:   Sheli Fitzgerald
Title:   Chief Executive Officer and President of
  AFS SenSub Corp.