                                                                                            FILED IN
                                                                 5/23/2018           1st COURT OF APPEALS
                                                                                         HOUSTON, TEXAS
                                           NOTICE OF APPEALS                         5/24/2018 10:13:30 AM
                                     ASSIGNMENT OF COURT OF APPEALS
                                                                                     CHRISTOPHER A. PRINE
                                                                                              Clerk
TO: FIRST COURT OF APPEALS

FROM: DEPUTY CLERK: DUANE C. GILMORE
      CHRIS DANIEL, DISTRICT CLERK
      HARRIS COUNTY, TEXAS


CASE NO:     2015-25232           COURT:    334TH          TENTATIVE DUE DATE:
                                                                            9/6/2018
                                                                           CASE ON APPEAL -
APPEAL TYPE:       REGULAR (FINDINGS OF FACT FILED)        CASE STATUS:
                                                                           CIVIL
                   GREYSTONE MULTI-FAMILY BUILDERS, INC. GREYSTONE (POST OAK), LLC, AND WALTER B.
APPELLANT:
                   EEDS
                   TPG (POST OAK) ACQUISITION, LLC; TPG (POST OAK) MEZZANINE, LLC; THE PICERNE GROUP,
                   INC.; TPG, INC.; ALLIED REALTY ADVISORS, LLC' ALLIED REALTY PARTNERS, LLC' ALLIED
APPELLEE:
                   ORION GROUP, LLC DBA ALLIED REALTY; ACS RESTORATION GC, LLC DBA ALLIED
                   CONSTRUCTION SERVICE


EVENT FILE DATE:      5/22/2018            NUMBER OF DAYS: 120
EVENT CODES:       CR C OA
FILED BY:     PAUL J DOBROWSKI                      TBN:      5927100
DATE ORDER SIGNED:        5/9/2018
COURT ASSIGNED TO:        FIRST COURT OF APPEALS
IMAGE NO:      0             VOLUME:                    PAGE:
MOTION FOR NEW TRIAL FILING DATE:            March 13, 2018
NOTES:       PREVIOUS APPELLATE NO. 01-18-00396-CV

                                                     CHRIS DANIEL
                                                     Harris County, District Clerk


                                                     By: /sDUANE C. GILMORE
                                                           DUANE C. GILMORE, Deputy

BC       NOTICE OF APPEAL FILED
BG       NOTICE OF APPEAL FILED – GOVERNMENT
C        JUDGMENT BEING APPEALED
D-       ACCELERATED APPEAL
OA       NO CLERK’S RECORD REQUEST FILED W/NOTICE OF APPEAL
O        CLERK’S RECORD REQUEST FILED (W/NOTICE OF APPEAL)
NA       AMENDED NOTICE OF APPEAL
CR       CROSS-APPEAL
                                                                                                       5/ 22/ 2018 3:07 PM
                                                                               Chris Daniel - District Clerk Harris County
                                                                                                 Envelope No. 24775209
                                                                                                   By: Phyllis Washington
                                                                                                Filed: 5/ 22/ 2018 3:07 PM

                                      Cause No. 2015-25232

Greystone Multi-Family Builders, Inc.,                           IN THE DISTRICT COURT
      Plaintiff and Counter-Defendant,

                                                    §

TPG (Post Oak) Acquisition, LLC, et al.,            §
      Defendants,                                   §
and                                                 §
                                                    §        OF HARRIS COUNTY, TEXAS
TPG 2011 4 (Post Oak) , LLC,
           -                                        §
     Plaintiff in Intervention,
               '
                                                    §
V   -                                               §
                                                    §
Greystone (Post Oak) , LLC and                      §
Walter Eeds,                                        §
        Defendants in Intervention.                 §           334TH JUDICIAL DISTRICT

            THE GREYSTONE PARTIES’ NOTICE OF CROSS-APPEAL

        Under Texas Rules of Appellate Procedure 25 and 26.1 (d) , Greystone Multi-Family

Builders, Inc. (“ GMFB” ), Greystone (Post Oak) , LLC (“ GPO” ) , and Walter B. Eeds

(“ Eeds” ) (collectively, the “ Greystone Parties” ) give notice that they desire to appeal the

Modified Final Judgment (signed on May 9, 2018), as well as, to the extent necessary, the

Final Judgment (signed on February 21, 2018) , to the First or Fourteenth Court of Appeals.

The Modified Final Judgment, Final Judgment, and all orders, findings of fact, and

conclusions of law that were signed in Cause No. 2015-25232, styled Greystone Multi-Family

Builders, Inc. v. TPG ( Post Oak ) Acquisition, LLC; Allied Fealty Advisors, LLC; Allied Fealty

Partners, LLC; Allied Orion Group, LLC d/ bj a Allied Fealty; and ACS Restoration GC, LLC

d/ bf a Allied Construction Services and TPG 2011 -4 (Post Oak ), LLC v. Greystone (Post Oak ), LLC

and WPlter Eeds,- in the 334th Judicial District Court of Harris County, Texas.


                                                1
        Pursuant to Local Rule 1.4 of the First and Fourteenth Court of Appeals, as well as

§ 22.202 (h) of the Texas Government Code, the Greystone Parties advise the Clerk that a

related appeal was filed in this cause on May 17, 2018, and that appeal was assigned to the

First Court of Appeals as Case No. 01-18-00396-CV, styled TPG (Post Oak ) Acquisition, LLC;

                        -
PPG (Post Oak ) Me yyanine, LLC; The Picerne Group, Inc.; TPG, Inc.; Allied Kealty Advisors, LLC;

Allied Pealty Partners, LLC; Allied Orion Group, LLC d / b / a Allied Pealty; and ACS Pestoration

                                         res; TPG 2011 -4 (Post Oak ), LLC v. Greystone Multi-

Family Builders, Inc.

        The Clerk of the Court is hereby requested to prepare the appellate record as required

by Texas Rule of Appellate Procedure 34.5.

                                            Respectfully submitted,

                                            DOBROWSKI, LARKIN & JOHNSON, L.L. P.

                                            By:     / si Paul I Dobromki
                                                    PaulJ . Dobrowski
                                                    SBN 05927100
                                                    Anthony D. Weiner
                                                    SBN 24043984
                                                    Leah M. Graham
                                                    SBN 24073454
                                                    4601 Washington Avenue, Suite 300
                                                    Houston, TX 77007
                                                    Telephone: (713) 659-2900
                                                    Facsimile:   (713) 659-2908
                                                    pjd@doblaw.com
                                                    adw@doblaw.com
                                                    lgraham@doblaw.com

                                            ATTORNEYS FOR GREYSTONE MULTI-
                                            FAMILY BUILDERS, INC, GREYSTONE
                                            (POST OAK) , LLC, and WALTER B. EEDS



                                               2
                            CERTIFICATE OF SERVICE

       I hereby certify that a true and correct copy of the foregoing document has been
served on all counsel of record in accordance with the Texas Rules of Civil Procedure on
this 22nd day of May, 2018, by ECF Filing to the following:

       Kathy Patrick
       Laura J . Kissel
       Brian Ross
       Charles Rosson
       Gibbs & Bruns, LLP
       1100 Louisiana, Suite 5300
       Houston, TX 77002

       Marie R. Yeates
       Michael Heidler
       Vinson & Elkins LLP
       1001 Fannin, Suite 2500
       Houston, TX 77002

                                               / s / Leah M . Graham
                                               Leah M. Graham




                                           3
                                     2015-25232


                                                                                                        Pgs- 4
GREYSTONE MULTI -FAMILY                          §           IN THE DISTRICT COURT OF
BUILDERS, INC .                                  §                                                      STIPX
                                                 §                                                      MODIX
               Plaintiff,                        §                                                      ATFEX
                                                 §
v.                                               §
                                                 §
TPG (POST OAK ) ACQUISITION, LLC;                §
ALLIED REALTY ADVISORS, LLC;                     §
ALLIED REALTY PARTNERS, LLC ;                    §
ALLIED ORION GROUP, LLC d /b/a                   §
ALLIED REALTY; and ACS                           §
RESTORATION GC, LLC d /b/a ALLIED                §
CONSTRUCTION SERVICES                            §
                                                 §
               Defendants .                      §            HARRIS COUNTY, TEXAS
                                                 §
and                                              §
                                                 §
TPG 2011 -4 ( POST OAK ), LLC                    §
                                                 §
               Plaintiff,                        §
                                                 §
v.                                               §
                                                 §
GREYSTONE ( POST OAK ), LLC;                     §
and WALTER EEDS                                  §
                                                 §
               Defendants                        §           334th JUDICIAL DISTRICT



                               MODIFIED FINAL JUDGMENT


       1.      On August 14, 2017, this case was called for trial . All parties appeared in person or

through a representative and by attorneys of record and announced ready for trial .

       2.      No jury trial having been demanded, all matters in controversy, legal and factual ,

were submitted to the Court for its determination . The Court’ s Second Amended Findings of Fact

and Conclusions of Law are hereby incorporated into this judgment by reference .

       3.      The Judgment entered by the Court on February 21 , 2018 is hereby vacated and


                                                 1
superseded by this Modified Final Judgment.

       4.     The Court, after hearing the evidence and arguments of counsel , RENDERS

JUDGMENT :

              (1)    In favor of Greystone Multi -Family Builders, Inc . (“ GMFB” ) against TPG
                     ( Post Oak ) Acquisition, LLC (“ TPG Owner” ) under the Construction
                     Contract dated August , 2012 (DX 2 ) (the “ Construction Contract” );

              (2)    In favor of TPG 2011-4 ( Post Oak ), LLC (“ TPG 2011-4” ) against Greystone
                     ( Post Oak ), LLC (“ GPO” ) under the Amended and Restated Limited
                     Liability Company Agreement of TPG ( Post Oak ) Mezzanine, LLC ( DX 3 )
                     ( the “ Mezzanine Agreement” ); and

              (3 )   In favor of TPG 2011 -4 against Defendant Walter B . Eeds (“ Eeds” ) under
                     the Performance and Payment Guaranty dated August , 2012 ( DX 1 ) (the
                     “ Guaranty” ).

Construction Contract

       5.     It is ORDERED by the Court , pursuant to the Construction Contract, that :

              (1 )   GMFB is the prevailing party for purposes of Section 15.6. 2 of the
                     Construction Contract; and

              (2)    GMFB shall recover from TPG Owner :

                     (a)    The unpaid Contract Sum of $506,513.88;

                     (b)     Prejudgment interest on the unpaid Contract Sum ($506, 513.88 ) at
                             the rate of 5.75% from April 30, 2015 until the date of this
                             judgment, in the amount of $ 79.79/day, for a total of $ 88 , 088.16 ;

                     (c)     all reasonable out -of-pocket expenses, including attorneys’ fees
                             and costs, incurred by GMFB in connection with its enforcement
                             of obligations under the Construction Contract, for a total of
                             $3,620, 306.62;

                     (d)     Court costs in the amount of $1,232.75; and

                     (e)     Postjudgment interest on all of the above at the rate of 5.75%,
                             compounded annually, from the date this judgment is rendered until
                             all amounts are paid .

              (3)    TPG Owner shall take nothing under the Construction Contract .




                                               2
Mezzanine Agreement and Guaranty

        6.         It is further ORDERED by the Court, pursuant to the Mezzanine Agreement and

Guaranty, that :

                   (1)    GPO is the non -prevailing party for purposes of Section 19.12 of the
                          Mezzanine Agreement;

                   ( 2)   TPG 2011 -4 shall recover from GPO ( under the Mezzanine Agreement ) and
                          Eeds ( under the Guaranty ), jointly and severally :

                          (a )   The Construction Cost Overruns for which GPO and Eeds have been
                                 held liable, totaling $647,717.13;

                          (b )   Prejudgment interest on such sum ( $647,717.13 ) at the rate of 5.00%
                                 from November 11 , 2015 until the date of this judgment, in the
                                 amount of $88.73/day ($647, 717.13 x 0.0500 / 365 ), for a total of
                                 $ 80 ,655.57 ; and

                          (e)    Postjudgment interest on all of the above at the rate of 5.00%,
                                 compounded annually, from the date this judgment is rendered until
                                 all amounts are paid ; and that

                   (3 )   Pursuant to Section 19.12 of the Mezzanine Agreement, TPG 2011-4 shall
                          recover from GPO :

                          (a)    All costs and expenses, including reasonable attorneys’ fees and
                                 witness fees, in the amount of $2, 565,526.00;

                          (b )   Court costs in the amount of $0; and

                          (c)    Postjudgment interest on all of the above at the rate of 5.00%,
                                 compounded annually, from the date this judgment is rendered until
                                 all amounts are paid ; and that

                   ( 4)   GPO shall take nothing under the Mezzanine Agreement .

Additional Orders

        7.         All writs and processes for the enforcement and collection of this judgment or the

costs of court may issue as necessary .




                                                   3
       8.      All relief requested in this case and not expressly granted herein is denied . This

judgment finally disposes of all claims by and against all parties and matters, and is appealable .


               Signed on
                                                                Signed:
                                                               5/9/2018               WC
                                                              Honorable Steven Kirkland
                                                              334th Judicial District




                                                  4
                                                                              2/5 / 2018 4:45:54 PM
                                                                              Chris Daniel - District Clerk
                                                                              Harris County
                                                                              Envelope No: 22305779
                                                                              By : JIMENEZ, DANIELLE N
                                                                              Filed: 2/5/2018 4: 45:54 PM
                                                                                                          Pgs - 4

                                                                                                          ATFEX
GREYSTONE MULTI - FAMILY                         §           IN THE DISTRICT COURT OF                      8A
BUILDERS , INC.                                  §
                                                 §
               Plaintiff ,                       §
                                                 §
v.                                               §
                                                 §
TPG ( POST OAK ) ACQUISITION , LLC;              §
ALLIED REALTY ADVISORS. LLC;                     §
ALLIED REALTY PARTNERS , LLC;                    §
ALLIED ORION GROUP. LLC d /h /a                  §
ALLIED REALTY; and ACS                           §
RESTORATION GC , LLC d /b/a ALLIED               $
CONSTRUCTION SERVICES                            §
                                                 §
               Defendants.                       §           HARRIS COUNTY , TEXAS
                                                 §
and                                              §
                                                 §
TPG 2011-4 ( POST OAK ), LLC                     §
                                                 §
               Plaintiff ,                       §
                                                 §
v.                                               §
                                                 §
GREYSTONE ( POST OAK ), LLC;                     §
and WALTER EEDS                                  §
                                                 §
               Defendants                        §           334 th JUDICIAL DISTRICT



                              PROPOSED FINAL JUDGMENT


       l       On August 14. 2017, this case was called for trial. All parties appeared in person or

through a representative and by attorneys of record and announced ready for trial .

       2.      No jury trial having been demanded , all matters in controversy , legal and factual ,

were submitted to the Court for its determination . The Court’ s Second Amended Findings of Fact

and Conclusions of Law are hereby incorporated into this judgment by reference.
      3.     The Court, after hearing the evidence and arguments of counsel, RENDERS

JUDGMENT:

             (1)    In favor of Greystone Multi - Family Builders. Inc. (“ GMFB” ) against TPG
                    ( Post Oak ) Acquisition. LLC ( “ TPG Owner” ) under the Construction
                    Contract dated August , 2012 ( DX 2 ) ( the “ Construction Contract ” );
                                                            Mezzanine
             ( 2)   In favor of TPG 201-1-4 ( Post Oak )o LLC (“ TPG-2G44-4-” -) against Greystone
                                .
                    ( Post Oak ) LLC ( “ GPO” ) under the Amended and Restated Limited
                    Liability Company Agreement of TPG ( Post Oak ) Mezzanine, LLC ( DX 3)
                    ( the “ Mezzanine Agreement ” ); and
                                               ( Post Oak) Mezzanine
             (3)    In favor of TPG 2011-4 'against Defendant Walter B . Ecds (“ Eeds” ) under
                    the Performance and Payment Guaranty dated August , 2012 ( DX 1 ) ( the
                    “ Guaranty” ).

Construction Contract

      4.     It is ORDERED by the Court, pursuant to the Construction Contract , that:

             (1 )   GMFB is the prevailing party for purposes of Section 15.6.2 of the
                    Construction Contract ; and

             (2)    GMFB shall recover from TPG Owner:

                    ( a)   The unpaid Contract Sum of $506,513.88;

                    ( b)    Prejudgment interest on the unpaid Contract Sum ( $506,513.88 ) at
                            the rate of 5.25% from April 30, 2015 until the date of this
                            judgment , in the amount of $72.85/day. for a total of $ 74 816.95 ;
                                                                                            ,




                    (c )    all reasonable out -of - pocket expenses, including attorneys’ fees
                            and costs, incurred by GMFB in connection with its enforcement
                            of obligations under the Construction Contract , for a total of
                           $ 3, 620 , 306.62   ;

                    (d )    Court costs in the amount of $             1.232 . 75   ; and

                    (e )    Postjudgment interest on all of the above at the rate of 5.25%,
                            compounded annually, from the date this judgment is rendered until
                            all amounts arc paid .

             (3 )   TPG Owner shall take nothing under the Construction Contract .




                                                   2
Mezzanine Agreement

        5.      It is further ORDERED by the Court , pursuant to the Mezzanine Agreement , that:

               (1 )     GPO is the non-prevailing party for purposes of Section 19.12 of the
                        Mezzanine Agreement ;
                                      (Post Oak) Mezzanine, LLC
               (2 )     TPG 201 l -4 /shall recover from GPO:

                        ( a)     The Construction Cost Overruns for which GPO has been held
                                 liable, totaling $647,717.13;

                        ( b)     Prejudgment interest on such sum ( $647,717.13) at the rate of 5.25 %
                                 from November 11 , 2015 until the date of this judgment , in ( he
                                 amount of $93.16/day ($647,717.13 x 0.0525 / 365 ), for a total of
                                 $ 77 509.12
                                       ,               ; and

                        ( e)     Postjudgment interest on all of the above at the rate of 5.25%,
                                 compounded annually , from the date this judgment is rendered until
                                 all amounts are paid ; and that

               ( 3)     Pursuant to Section 19.12 of the Mezzanine Agreement , TPG 2011 -4 shall
                        recover from GPO:

                        ( a)     All costs and expenses, including reasonable attorneys’ fees and
                                 witness fees, in the amount of $ 2 565, 526.00 ;
                                                                         ,




                        ( b)     Court costs in the amount of $        0.00            ; and

                        (c )     Postjudgment interest on all of the above at the rate of 5.25%,
                                 compounded annually , from the date this judgment is rendered until
                                 all amounts arc paid ; and that

               (4 )     GPO shall take nothing under the Mezzanine Agreement .

Guaranty

       6.      It is further ORDERED by the Court , pursuant to the Guaranty, that:

               (1 )     TPG 2011-4 shall recover from Eeds $647,713.13 in the event GPO does
                        not satisfy the obligation described in Paragraph 5 above.

Additional Orders

        7-     R - is -fur4l^:- <wdered-- by-- the- Gourt - 4kat-- if - any --paFty -unsuee-essfully- appeals -this

judgfflenttoan4ntermediate -eourt-of -appeals,--the -part-y-^ueeessfuHy-defending-4he- -appeal -of-4his



                                                       3
judgment - -wifl - re over -fr4>m - 4he--appeahng- -party - 4he- amount - -&f --$---            -.-represen4ing - 4he

antieipated-reasonable-andfieeesxary- fees-and- expenses -ineurred - defending- the-appeitf .

         N:       The- our4 -furt+ter- r>rderx that - if--airyfrar4y - unstieeessfttl+y -appe«ilx thix -judgment to

the Texas Supreme-Grmrt . thefrarlyxueeessfully-defendingrheappealcT thixjudgment wilf recover

frotn-appeahrtg-partv - 4he- amount - r>f -$-                 -.--representing-   the - antierpated - reasonabie -and

neeessar-y fees and expenses- incu ned defending 4he appea1.

         9.       All writs and processes for the enforcement and collection of this judgment or the

costs of court may issue as necessary .

         10.      All relief requested in this case and not expressly granted herein is denied . This

judgment finally disposes of all claims by and against all parties and matters, and is appealable.


                  Signed on
                                                                          Signed:
                                                                        2/21 /2018
                                                                         Honorable Steven Kirkland
                                                                         334 th Judicial District




                                                          4
INT6510 - Harris County (JWEB) Justice Applications                                                                                        Page 1 of 2
    (30) CONNECTION(S) FOUND.




   CASE NUM:        201525232          PJN:               TRANS NUM:                 CURRENT COURT:       334       PUB:   Please Select

   CASE TYPE:       DEBT/CONTRACT - OTHER                          CASE STATUS:   CASE ON APPEAL

   STYLE:           GREYSTONE MULTI-FAMILY BUILDERS INC            VS             TPG (POST OAK) ACQUISITION LLC


                                                    **** INACTIVE PARTIES ****

            PJN     PER/CONN      COC         BAR    PERSON NAME                                      PTY STAT         ASSOC ATTY


                  00025
                    NO - 0001    AGT                ALL INTERESTED PARTIES

                  00024 - 0001   DEF     24046223   THE PICERNE GROUP INC.                                      KISSEL, LAURA JANN

                  00023 - 0001   DEF     24046223   TPG 2011-4 (POST OAK)                                       KISSEL, LAURA JANN

                  00022 - 0001   AGT                PICERNE GROUP INC (THE) (FOREIGN FOR-PROFIT CORPORATION)

                  00021 - 0001   DEF                PICERNE GROUP INC (THE)

                  00020 - 0001   IVD     05927100   EEDS, WALTER B                                              DOBROWSKI, PAUL J.

                  00002 - 0002   XPL     15581400   TPG (POST OAK) ACQUISITION LLC                              PATRICK, KATHY DAWN

                  00001 - 0002   XDF     05927100   GREYSTONE MULTI-FAMILY BUILDERS INC                         DOBROWSKI, PAUL J.

                  00019 - 0001   DEF     15581400   ALLIED ORION GROUP LLC                                      PATRICK, KATHY DAWN

                  00019 - 0001   PAD     24002573   MCGEE, MATTHEW GAVIN

                  00018 - 0001   AGT                ALLIED REALTY ADVISORS LLC BY SERVING ITS REGISTERED AGENT RICARDO

                  00017 - 0001   AGT                TPG (POST OAK) ACQUISITION LLC BY SERVING ITS REGISTERED AGENT

                  00016 - 0001   AGT                ALLIED REALTY PARTNERS LLC BY SERVING ITS REGISTERED AGENT RICARDO

                  00015 - 0001   AGT                ALLIED ORION GROUP LLC (D/B/A ALLIED REALTY) BY SERVING ITS REGISTERED

                  00014 - 0001   AGT                ACS RESTORATION GC LLC (D/B/A ALLIED CONSTRUCTION SERVICES) BY

                  00013 - 0001   DEF     24046223   ALLIED REALTY                                               KISSEL, LAURA JANN

                  00012 - 0001   DEF     24046223   ALLIED CONSTRUCTION SERVICES                      D         KISSEL, LAURA JANN

                  00011 - 0001   DEF     15581400   ACS RESTORATION GC LLC (D/B/A ALLIED CONSTRUCTIONPATRICK,
                                                                                                      SERVICES)
                                                                                                              KATHY DAWN

                  00011 - 0001   PAD     24002573   MCGEE, MATTHEW GAVIN

                  00010 - 0001   DEF     15581400   ALLIED REALTY ADVISORS LLC                                  PATRICK, KATHY DAWN

                  00009 - 0001   AGT                ALLIED CONSTRUCTION SERVICES LLC BY SERVING
                                                                                              D ITS REGISTERED AGENT

                  00008 - 0001   DEF     24046223   ALLIED CONSTRUCTION SERVICES LLC                  D         KISSEL, LAURA JANN

                  00006 - 0001   AGT                ALLIED REALTY PARTNERS LLC BY SERVING ITS REGISTERED AGENT RICARDO

                  00005 - 0001   AGT                ALLIED REALTY ADVISORS LLC BY SERVING ITS REGISTERED AGENT RICARDO

                  00004 - 0001   DEF     15581400   ALLIED REALTY PARTNERS LLC                                  PATRICK, KATHY DAWN

                  00004 - 0001   PAD     24002573   MCGEE, MATTHEW GAVIN

                  00003 - 0001   DEF     15581400   ALLIED REALTY ADVISORS LLC                                  PATRICK, KATHY DAWN

                  00003 - 0001   PAD     24002573   MCGEE, MATTHEW GAVIN

                  00002 - 0001   DEF     15581400   TPG (POST OAK) ACQUISITION LLC                              PATRICK, KATHY DAWN

                  00001 - 0001   PLT     05927100   GREYSTONE MULTI-FAMILY BUILDERS INC                         DOBROWSKI, PAUL J.




http://civil.jweb.harriscountytx.gov/INT/INT6510.aspx                                                                                       5/23/2018
INT6510 - Harris County (JWEB) Justice Applications     Page 2 of 2




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