CHAPTER 3 BUILD, OPERATE AND TRANSFER (BOT) BOT BOT Structure Participants Agreements Success Factors 3.1 Introduction Public private partnerships can take many forms but the Build-Operate-Transfer (BOT) structure for projects has gained considerable popularity as a form that enables private sectors participation in the development of public infrastructure. In return, it receives a payment for providing the services once operational, either from the public sector or from users, in the form of a long-term contract. After an agreed period (typically of between 10 and 30 years) the project is transferred back to the public sector. BOT and related arrangements (e.g. BOOT Build Own Operate Transfer and BOO Build Own Operate) have been very successful in opening up public infrastructure to the private sector finance, and they have a number of advantages. They bring private sector disciplines to the project development and design process, and the public sector is far less exposed to risks of cost overruns or below expected performance. By enabling focus on a particular facility they can be more readily financed and do not impose a burden on public funds, and have thus probably helped encourage financial flows. The costs of financing are relatively low, with the bulk of the capital cost being financed by bank lending at modest margins The theory of BOT is as follows Build A private company (or consortium) agrees with a government to invest in a public infrastructure project. The company then secures their own financing to construct the project. Operate the private developer then owns, maintains, and manages the facility for an agreed concession period and recoups their investment through charges or tolls. Transfer after the concessionary period the company transfers ownership and operation of the facility to the government or relevant state authority. BOT has more than one definition. Here are a few A model that entails a concession company providing the finance, design, construction, operation, and maintenance of a privatized infrastructure project for a fixed period, at the end of which the project is transferred free of charge to the host government. The granting of a concession by the government to a private promoter, known as the concessionaire, who is responsible for the financing, construction, operation, and maintenance of a facility over the concession period before finally transferring the fully operational facility to the government at no cost. A model or structure that uses private investment to undertake the infrastructure development that has historically been the preserve of the public sector. A type of project financing whereby the government grants a concession to a private entity – Project Company To build and operate a project facility, that would be operated by the government. Essentially, a form of project financing whereby a government awards a group of investors a concession for the development, operation, management, and commercial exploitation of a particular project. A contractual arrangement and a legal concept to encourage private enterprises, entrepreneurs to help the government in its development effort. 3.2 BOT Project Structure The essence of the BOT structure is that the private sector takes responsibility for the detailed design, construction, commissioning and operation of a particular project. The different parties involved in a typical BOT project and the various agreements bonding these parties are shown in the figure 3.1 below. Figure 3.1 BOT Project Structure 3.3 Participants of BOT An infrastructure being developed with the participation of private sector stands out in terms of number of participants and also their diverse interest in the project. It is essential to understand the nature of the participants in order to clearly identify their interests and the risks relating to the project that should be allocated to them and the risks that they would be willing to accept. There are a number of major parties to any BOT project and all of them have particular reasons to be involved in the project. The major parties and their primary goals in a BOT project are shown in Table 3.1 below Table 3.1 Goals of Major Parties involved in BOT PARTYPRIMARY GOALGovernment Realization (Serving the public need) with preferably no risk.ConcessionaireGet the concession granted, make profitSponsor/Share holderMake profits, having a high ROI in relation to the risks taken.LenderHaving a safe and profitable investment for a long term. ContractorGetting the project, realizing the facility according to the clients need.OperatorOperating the facility as efficiently and effectively as possible.Contractor/UserEconomically feasible to use the facility. 3.3.1. The Government Infrastructure projects in this region will normally involve the local government either acting through its ministries or an appropriate government authority. A government department or statutory authority is a pivotal party. It will grant the sponsor the concession, that is the right to build, own and operate the facility, grant a long term lease of or sell the site to the sponsor, and Often acquire most or all of the service provided by the facility. The governments co-operation is critical in large projects. It may be required to assist in obtaining the necessary approvals, authorizations and consents for the construction and operation of the project. It may also be required to provide comfort that the agency acquiring services from the facility will be in a position to honour its financial obligations. Care must be taken, especially in controlled economies, to ensure that the authority involved actually has title to the assets being transferred to the project company. If not, the appropriate government agencies will have to be approached. 3.3.2. The Sponsor The Sponsor/ Developer / Share holder is the party, usually a consortium of interested groups (typically including a construction group, an operator, a financing institution, and other various groups) which, in response to the invitation by the Government Department, prepares the proposal to construct, operate, and finance, the particular project. They are invariably investors in the equity of the project company and may be debt providers or guarantors of aspects of the project companys performance.The support provided by project sponsors varies from project to project and includes the giving of comfort letters (which is not particularly common in projects in this region), cash injection undertakings, both pre- and post-completion, as well as the provision of completion support through letters of credit. The sponsor may take the form of a company, a partnership, a limited partnership, a unit trust or an unincorporated joint venture. 3.3.3. The Lenders The group of legal entities, institutions, companies and other person that provide the debt financing for the development of the project are referred to as the lenders to this project The syndicate will necessarily undertake a review of all core project documents to assess the allocation of risks and how that allocation impacts upon their credit approval. It is imperative that the promoters of the project understand that this review of the documentation is an essential part of the credit process for nearly all lending institutions and that the comments/requirements of the lending institutions will not be dealt with by insisting that the documentation reflects the agreement reached by the various non-lending parties and, therefore, cannot be changed. In fact, the most prudent approach would seem to be that the documentation should be developed in consultation with the lending institutions, if at all possible, particularly as issues such as their assignability and the underlying rights of termination will be of importance to the lenders. One of the principal concerns the lenders will have, apart from satisfying themselves as to the general apportionment of risk, will be to ensure that they can take effective security over all or the principal assets of the project. The banks will require a first security over the infrastructure created. 3.3.4. The Investors The persons who invest money (as opposed to lending on commercial terms) into the development of the project are referred to as investors. The main difference between lenders and investors is that lenders are not looking towards acquiring a participatory interest in the implementation of the project and its consequent returns, but only seek to lend money on commercial terms in order to ensure an adequate increase in the amounts lent through the payment of periodic interest till the complete repayment of the amount borrowed. This difference in the nature of their interests in financing the implementation of the project distinguishes the amount of risk that the lenders are willing to accept regarding the project. It is common to fine the same entity being an investor with regard to certain amounts, and, at the same time, being a lender with regard to another amount. The differentiating factor between the two is the risk the entity is undertaking in relation to the specified sums and the manner in which its interests in relation to the sums forwarded are protected. 3.3.5. The Contractors The contractor will usually assume responsibility for designing the facility and taking it through all stages of construction until it is mechanically complete. Further, depending upon the nature of the infrastructure, the commissioning risk (that is, the risk that the technology will work and that the infrastructure will operate to predetermined performance standards), is often allocated to the contractor. The project company will aim to require the contractor to enter into a fixed price, fixed time, turnkey construction contract. This is rarely fully achieved, as there is normally some cost or timing risks which are not taken by the contractor, which can lead to variations in price or timing. During the early stages of the process the contractors involvement assures the consortium of the most effective and efficient design and execution of the project. Ultimately, the contractor is responsible for the construction of the project and for hiring subcontractors, suppliers and consultants. 3.3.6. The Operator The operator is also in the concessionaires service and manages the operational stage of the facility. Similar to the contractor, the operator is usually part of the concessionaires consortium, because of the critical role in the revenue stream. In addition, the importance of operating knowledge for programming, financing, design and construction is required. Often the operator is supported by a government agency or in some cases, is the agency. There has not been a shortage of private operators for proposed infrastructure projects. This probably has a lot to do with the fact that operators tend to accept little risk in the form of up-front capital or expenditure. A private operator simply anticipates making a profit from operating the infrastructure more efficiently than an equivalent government operator. The operator will be expected to sign a long-term contract with the sponsor for the operation and maintenance of the facility. Again the operator may also inject equity into the project. 3.3.7. The Project Vehicle The particular entity vested with the right to implement the project is commonly referred to as the Project Vehicle or Special Purpose Vehicle. Sponsors generally seek to implement a project through a special legal entity formed by them. The project company will usually be a company, partnership, a limited partnership, a joint venture or a combination of them. This will be influenced by the legal and regulatory framework of the host government. The tax regimes and foreign exchange rules may also affect the ownership structure. Many BOT projects are structured deliberately to insulate the project company from as many risks as possible. In these cases, the project company is intended to be a mere financing vehicle and risks will be passed through it. 3.3.8. The Users/ Consumers The users of an infrastructure facility or consumers of the infrastructure facility service are generally members of the common public and may, at times be represented by a public interest forum or a consumer body. In India, generally the users of the facility are represented by a public interest form or a consumer body or represented by the government itself. However, it is not uncommon to find that at times, an infrastructure facility is designed for use for a clearly identified and defined set of users or even a single user. In such circumstances the facility is referred to as a captive use facility or a facility having captive consumption. In cases of captive facilities the defined set of users are represented directly by their representatives who actively participate in the documentation of the project. 3.3.9. The Regulator The body vested with the authority and powers to regulate the development and provision of the related infrastructure service if in existence, would also be a participant in the development of an infrastructure project. Ideally, prior to opening of any infrastructure sector to private participation, a regulatory body for threat sector should be first constituted in order to regulate the conflict of interests form the various participants, involved in the development of the project. In India, however, there has been no such planned opening of infrastructure sectors. 3.3.10. Other Parties The other parties usually involved in an infrastructure project include equity providers, insurers, equipment suppliers, fuel suppliers and, of course, various consultants. Most of these parties will also involve their lawyers and financial and tax advisers. 3.4 Agreements Holding Participants The complex structure with a large number of participants, need to be combined and integrated clearly in the agreements. It requires an extensive network of inter-related and often inter-conditional contracts. A BOT will usually include all or at least a majority of the followings agreements 3.4.1 Concession Agreement An agreement, license or lease between the government authority and the project company generally referred to as concession agreement. This is the cornerstone of the structure as it effectively gives the project company the right to carry out the project. This can be referred as the heart of the project since most of the known risks are allocated properly to the concerned authority. Concession agreements vary enormously depending on the project. Usually the concession agreement will be a very loosely drafted document where parties will rely more on the goodwill of the host government (and its need to develop projects in the future) than on the contractual terms of the concession agreement. As a consequence, sponsors and lenders are often faced with concession documentation, which is not as comprehensive as they might like. The position taken by sponsors and/or lenders in this situation varies. Nevertheless, even where the sponsors and/or lenders are of the view that a concession agreement requires amendment, they should bear in mind that there are often sensitive political matters, which need to be considered when requesting changes. Hence, it is not unusual for lenders and/or project sponsors in this region to find themselves in a position where they must determine whether what they perceive as a deficiency in the concession agreement is, or can be, dealt with other than through amendment of the document. This contract runs from the initial design stage through the final transfer, and includes the allocation of risks. The main issues addressed within the concession contract are The length of the concession period the starting date and the transfer date. The structure of the project company (concessionaire). The financial scheme. The financial guarantees (principal and concessionaire). The material guarantees (if the concessionaire is not able to deliver the facility, the principal has the right to step in and take over). The financial ceiling of development costs. The financial ceiling of usage costs. The construction process. The completion time of the construction. The length of the concession period the starting date and the transfer date. The structure of the project company (concessionaire). The financial scheme. The financial guarantees (principal and concessionaire). The material guarantees (if the concessionaire is not able to deliver the facility, the principal has the right to step in and take over). The financial ceiling of development costs. The financial ceiling of usage costs. The construction process. The completion time of the construction. As a general rule, the contractors rights of recourse, under the construction contract will be conditioned substantially by the rights conferred on the project company under the concession contract. He therefore has an interest in the head contract whether he is a contractor/sponsor or just a contractor. Important Clauses in Concession Agreement Sufficient areas of site, rights of way, utilities connections, working areas and the like should be made available Government help with permitting, consents, licenses and the like should be written in Some relief for ground conditions and latent defects should be sought Government input into supervision of design and construction should be minimized. Methods include employment of check engineers by the contractor himself and joint employment of checker by concession company and government Rights to make time and money claims, for example for late site delivery, should be insisted upon, and will generally be allowed Rights to order works changes should be restricted, perhaps by reference to time and money thresholds, and care should be taken to match payment methods for changes under the concession contract (which may take the form of increased user payments or extended exploitation periods) to the contractors financial exposure, which will usually be lump sum Where there is to be phasing, make sure the concession company is free to award the future works to the sponsor contractor without a competition, both under the contract and in the context of any applicable procurement regulations – see for example negotiated procedure exceptions Banks will be especially careful to insist on back to back force majeure/ hardship clauses in concession and construction contracts, so press for reasonable provisions Termination/ compensation clauses (or equivalent unjust enrichment rights where they exist under the general law) are of paramount importance. Banks will not tolerate uncompensated reversion of the assets, which are their main security. If that compensation does not come from the government or insurers, they will look to the sponsors and contractors. A typical compensation hierarchy would be For concession company default, the lesser of outstanding debt and NPV of future earnings For force majeure, repayment of debt and invested equity For government default, repayment of debt and equity plus NPV of future equity returns and Dispute resolution clauses demand attention, given that linkage to the construction contract provisions will inevitably be sought. 3.4.2 Construction Contract A construction contracts in major infrastructure projects are referred to as Engineering Procurement Construction Contracts or EPC contracts i.e., between the project company and the construction company. The construction contractor is the turnkey contractor responsible not only for the construction of the work but also the Engineering as well as Procurement of all the materials required for the construction of the work. This will usually be in the form of a comprehensive turnkey contract, which provides for the project to be handed over and to be ready for immediate operation. Nevertheless, participants in projects in this region should be prepared to consider variants to a contractual structure with which they may be familiar. The contract between the concessionaire and the contractor is usually a fixed price contract or a design-build contract. The concessionaire wants to delegate risks and, because of the concessionaires responsibilities towards the principal, the lenders, and the final users of the facility, high fines are written into the contract for late delivery. 3.4.3 Shareholders Agreement An agreement between the sponsors which sets out the respective rights and obligations of the sponsors with respect to each other and the project company is generally referred to as shareholders agreement. A shareholder agreement on the other hand is only relates only the management of the special purpose project company, and the rights and obligation of shareholders of a specific or all class of shares in the project vehicle. To begin construction, the concessionaire must first raise sufficient equity and debt financing. For project equity, the sponsors themselves are a good source. This may be supplemented by financial investors such as investment banks, project funds, and institutional investors. The investors agree on the general terms of their equity collaboration via a Shareholders Agreement, and effect the investment of equity into the project company by way of a Subscription Agreement. Depending on conditions within the host country, investors may look to mitigate certain risks by obtaining Political Risk Insurance from a third-party. 3.4.4 Other Agreements Off-take agreement An off-take agreement/ take or pay sales agreement between the government authority and the project company. Proper advice should be taken regarding proposed off-take agreements, not only in relation to their enforceability but also in relation to their structure. Another consideration which may arise in some of the more regulated economies in the region is whether an adequate off-take agreement can be negotiated. Fuel Supply Agreement An agreement between the project company and the fuel supplier generally referred to as fuel supply Agreement. This would not be necessary where the project company provides its own raw materials or the project is the actual extraction of natural resources. and Maintenance Agreement An agreement between the project company and the operator generally referred to as Operation and Maintenance Agreement. This would not be necessary if the project company is able to operate and maintain the facility itself. Credit Agreement A credit agreement between the banks and the project company in which the banks will advance funds to the project company together with any associated security documents. Some of the issues parties will need to consider are the currency of the loans (should they be denominated in the principal currency of expenditure or the currency of the projected revenues) are the drawdown and reporting requirements manageable from the project companys point of view and do any control amount requirements reflect local legal requirements Direct agreements between the banks and the construction company, operator and/or consultants which protect the economic interests of the banks as third parties. 3.5 Success Factors for BOT BOTs are extremely powerful mechanisms. A government can raise a large amount of money if it plans the deal right. But BOTs are not an easy option. Based on the Banks experience of BOTs, there are several factors that can be identified as contributing to a countrys success Sound Policy and Regulatory Framework There should be a BOT Law, some sort of foreign investment law that sets the general rules of the game, otherwise it will make investors life more difficult and will reduce the likelihood of projects succeeding. Strong Government Support The government is the client therefore it is in its interest to facilitate the process. The problem cannot simply be handed to the private sector. BOTs are a partnership between the private sector and the public sector. As in any partnership if one of the two partners does not play his or her part, it is not going to work. Instead, the amount of work is probably going to rise exponentially. The two parties have to be side by side, working together to ensure success. It takes years, in which either the government develops a good relationship or the project will not go ahead. Clarity The project formulation and documentation have to be as clear as possible. Some countries opt for standard documents given to all the parties involved in power projects. In some cases this strategy works, but at other times it causes governments headaches because every project is different. A perfect standard document has to be adopted for every single project. Whatever the case, the documents have to be clear and transparent. Real priority projects There is no point in chasing projects that are not a priority, because they are going to have a high chance of falling apart. It would be wasting resources and investors time. Transparency It is fundamental that the selection process of sponsors be carried out in a transparent manner. Responsible sponsors Governments should deal with responsible sponsors. Responsible does not simply mean lots of money. It means people who know what they are doing and have a long-term commitment to a country. Profitable Projects that might barely break-even should not be attempted, because nobody is going to finance them. Sustainability is an element of profitability. Projects cannot be based on heavy subsidies because one day the government may not be able to sustain the hidden costs and Fair deal for all parties This is the most important of all. If the private sector investors are taking advantage of the government, the deal is going to go under. If the government takes advantage somehow of the private sector, the deal again is going to fall through. It must be a win-win situation. Chapter 3 Build, operate and transfer PAGE 32 Government Sponsor Lenders Investors Contractors Operator SPV User Regulator Other parties Sound policy Strong Government Support Clarity Transparency Fair deal Responsible sponsors Real priority projects Concession agreement Construction contract Shareholders agreement Off-take agreements Fuel supply agreement OM agreement p6kEA17Ut isybC/R7ZuwJPWh.wYSF@6RrU/G3Fkbh0 XzIYph5a2lNZ2BMNvBuNvl2ToGP3k1SL@t89EF2@hfRdV8QwfQik9p
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