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Expressions of Interest (EOI)

Submission Document

Project Manager: Jacob Webber M: +61 438 705 461 E: jacob.webber@pickles.com.au

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EXPRESSION OF INTEREST (EOI) SALE

Offers are invited for the purchase of Petersons Quarry Plant and Equipment (Tender Items). Pickles have been appointed by Quarry Solutions to conduct this end of major project sale

1. Deadline There is no defined deadline for the EOI. As soon as an acceptable offer is made the vendor reserves all rights to remove the assets from market.

2. EOI Submissions To submit a complying Expression of Interest you are required to send the following: a) A completed EOI Application, including the Offer Schedule (Annexure 2), executed by the Applicant

where indicated. b) You are required to send the completed EOI documents to PICKLES via the following methods:

By Mail to: Pickles Auctions Attention: Jacob Webber

66 Cullen Avenue West Eagle Farm Qld 4009 By Email to: jacob.webber@pickles.com.au

EOI’s may be lodged by mail or email, provided that the EOI application is correctly completed and signed.

3. Formal Offers & Types of offers Complete the Offer Schedule (Annexure 2 or 3 ) by stating the total offer price (Offer to be in Australian Dollars).

All offers are to be Inclusive of GST plus the applicable buyer’s premium.

3.1 – Offer to purchase as a complete set up Offers for the purchase of the entire plant and all associated assets are invited in Annexure 2

3.2 – Offer to purchase individual assets Offers for the purchase of individual assets are invited in Annexure

4. Acceptance of Offers:

Upon closure of the EOI period, Quarry Solutions and Pickles Auctions will assess all applications. Preferential treatment will be given to offers in the order of the offer documents (refer to 3.1 and 3.2 above). Both parties reserve all rights to select the most desirable applications across these 3 options regardless of price.

5. Deposit

A deposit of 10% of the total offer is required on acceptance of the formal offer within 24 hours. Deposits can be made EITHER by:

a) Unendorsed bank cheque in favour of "Pickles Auctions Pty Limited Trust Account" b) Direct Electronic Transfer of funds into " Pickles Auctions Pty Limited Trust Account"

Pickles Auctions Archerfield Trust Account Bank: ANZ BSB: 014 278 Account No: 8374 07822

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6. Buyer’s Premium A Buyer's Premium of 8.25 (Inclusive GST) applies to all assets. Please note that all offers are to include and will be consider to have the Buyers Premium inclusive in them.

7. Terms and Conditions A full list of Terms and Conditions are contained in Annexure 1.

8. Tender Item Location Woodburn – Evans Head Road, Doonbah, NSW 2473

9. Inspections Inspections will be facilitated strictly by appointment only. Time are to be by appointment only by contacting the project manager, Jacob Webber on 0438 705 461 or via email at jacob.webber@pickles.com.au. Inspections are subject to the availability of suitable site access and availability of Quarry Solutions staff to assist.

10. Collection of Tender Items Upon funds being received in full the Purchaser will be responsible for the dismantling of the assets and equipment. The vendor (Quarry Solutions) will decommission the plant and equipment. Quarry Solutions will provide advice around the dismantling of the assets however they will not provide any physical labour, cranes, machinery or equipment in the process. Tender Items must be removed within 15 business days being a day that that is not a Saturday, Sunday or gazetted public holiday in Queensland or New South Wales.

11. Insurance The Purchaser will be responsible for insurance cover on receipt of payment in full.

12. Questions Please contact the Project Manager, Jacob Webber, if you have any queries regarding the completion of this EOI Application.

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EOI PROCESS

Submission of offer prices

Inspections

(If Required)

Tender Items Offered for sale

Open: 3/4/2020

EOI Review

Successful EOI Notified

Invoice Forwarded

Payment Finalised

Unsuccessful Bidders Notified

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TABLE OF CONTENTS

EOI APPLICATION…………………………………………………………………………………………………………………………………7

SCHEDULE OF DETAILS OF APPLICANT…………………………………………………………………………………………………8

ANNEXURE 1………………………………………………………………………………………………………………………………………9

EOI TERMS & CONDITIONS.....................................................................................................................10

ANNEXURE 2……………………………………………………………………………………………………………………………………..13

OFFER SCHEDULE………………………………………………………………………………………………………………………………14

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EXPRESSION OF INTEREST APPLICATION

1) The party whose details appear in the attached Schedule hereby submits its Tender Offer to purchase the

Tender Items indicated by the Applicant in Annexure 2 or 3 of this Expression of Interest (EOI) Application.

2) The Applicant acknowledges and agrees that:

(i) If it is the successful Applicant, it must pay a Goods and Services Tax (GST) of 10%. Overseas purchasers will have the GST refunded subject to all Australian Tax Office requirements and documents being completed satisfactorily.

(ii) A Buyers Premium of 7.5% applies to Tender Items (Exclusive GST).

(iii) A Buyers Premium of 8.25% applies to Tender Items (Inclusive GST).

(iv) This EOI Application forms an irrevocable offer to purchase from the Seller each tender Item as indicated by the Applicant in the Offer Schedules in Annexure 2 or 3

(v) The Seller may sell all or part of the Tender Items at any time prior to the Closing Date and any Applicant or proposed Applicant will have no claim against the Seller or its Agent by reason of the sale of all or part of the Tender Items on or prior to the Closing Date;

(vi) The Seller is under no obligation to accept any EOI. In the event of a EOI not being accepted, the Seller reserves the right to negotiate with one or more of the Applicants to the exclusion of other Applicants. An EOI may only be withdrawn with the consent of the Seller; and

(vii) It will abide by the EOI Conditions as outlined in Annexure 1. (viii) If the Tender Offer contained in this Application is accepted, the Applicant will abide by, and is

bound to, the Terms and Conditions as outlined in Annexure 1 of this Application; (ix) The Seller and Pickles will not be liable for any information provided to the Applicant prior to the

Applicants submission of the offer contained in this Application or for any errors in or omissions from that information and that the information was furnished for the convenience of the Applicant

DATED this day of 2020

EXECUTED BY THE APPLICANT in accordance ) with isection 127 (1) of the Corporations Act 2001: )

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___________________________________ )

Signature of Director/Secretary/Private Applicant )

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____________________________________ )

Name of Director/Secretary/ Private Applicant )

____________________________________ Signature of Director/Private Witness ____________________________________ Name of Director/Private Witness

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SCHEDULE OF DETAILS OF APPLICANT

ITEM INFORMATION DETAILS

1 APPLICANT

2 Applicant's address

3 Applicant's address for service of notices and contact details

Address:

Phone:

Fax:

Email:

Contact Name:

Contact Position:

4 ACN and ABN Number

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ANNEXURE 1

Expression of Interest (EOI)

Terms & Conditions

1. Definitions

In these terms and conditions, unless the context otherwise requires or implies: Agent means Pickles Auctions Pty Limited (ACN 003 417 650) Trading As Pickles Auctions. Australian Consumer Law means the Australian Consumer Law set out in Schedule Two of the Competition and Consumer Act 2010 (Cth). Catalogue means a list containing all of the Tender Items available for sale and provided by the Agent on behalf of the Seller GST means the goods and service tax as imposed by the GST Act. GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth). Loss means any claim, delay, loss, liability, damage, expense, penalty, outgoing or cost whatsoever and however arising, whether present, unascertained, immediate, future or contingent and includes indirect and consequential losses. Non PDH Goods means any goods which are not PDH Goods. OH&S Legislation means the Occupational Health & Safety Act, Regulations and codes of practice which govern occupational health and safety of workers and workplaces in the States in which the Tender takes place. PDH Goods means goods which, for the purposes of section 3(1) of the Australian Consumer Law, are a kind ordinarily acquired for personal, domestic or household use or consumption. Purchaser means the successful bidder for all Tender Items in the Tender, as determined by the Agent and Seller. Purchase Price means the most attractive bid accepted by the Agent and Seller for all Tender Items. Seller means the owner of the Tender Items or the person authorising the Agent to sell the Tender Items on the owner’s behalf. Taxable Supply has the meaning given to that term by the GST Law. Tax Invoice means a tax invoice as defined in the GST Act. Tender means the sale by expression of interest or silent auction of all of the Tender Items listed in a Catalogue. Tender Items means any one or more goods, items of plant and equipment available for purchase in the Tender. Tender Offer means an offer to buy all the Tender Items supported by a submission in accordance with the tender document Tender Site means premises at which the Tender Items are stored.

2. Tender Contract Particulars

a) The Agent is acting as an agent for the Seller. b) The sale contract for the purchase of Tender Items is made directly between the Seller and the Purchaser. c) The Tender documents, the Purchaser’s identification form and these terms and conditions constitute the

entire relationship between the Agent, the Seller and the Purchaser. d) If any dispute arises in relation to a Tender Item, the dispute is between the Purchaser and the Seller. The

Purchaser agrees to release the Agent from any claim, action, Tribunal or court proceeding in respect of that Tender Item and to indemnify the Agent, on a full indemnity basis, from all liability, including all costs incurred by it in relation to any such claim.

3. Submitting a Tender Offer a) All bidders must be 18 years of age or older. b) All bidders must register to bid at the Tender by providing the Agent with a completed application form as

evidence of identification. c) All Tender Items are sold and purchased on an ‘as is, where is’ basis. d) Upon submission of a Tender Offer bidders agree to be bound by these Terms and Conditions e) A bidder will be deemed to be making a Tender Offer on their own behalf unless prior to the Tender Offer

being submitted it disclosed to the Agent that it will be submitting the offer on behalf of a principal and has supplied a copy of a written authority to that effect and any other documents that the Agent requires.

f) Subject to any reserve price, and at the, sole discretion of the Agent, the bidder whose Tender Offer is most attractive to the Seller and is not in breach of these Terms and Conditions or any other terms set out by the Agent, will be the Purchaser.

g) The Agent will use reasonable endeavour to inform a bidder within 24 hours if their offer has been accepted and they are the Purchaser The entry of the Purchaser’s details as the Purchaser record by the Agent or its clerk is binding on the Purchaser, and is prima facie evidence that the Purchaser has agreed to purchase the Tender Item.

4. Risk Shifts Upon Acceptance a) The Purchaser assumes all risk in relation to a Tender Item from the time the Tender Offer is accepted by the

Agent and the Seller, and neither the Agent nor the Seller will be accountable for any deficiency damage or loss to the Tender Item which may arise, occur, or become apparent thereafter.

b) The Purchaser agrees to release and indemnify the Agent and Seller from any claim, action, Tribunal or court proceeding in respect of any such deficiency or damage and to indemnify the Agent, on a full indemnity basis, from all liability, including all costs incurred by it in relation to any such claim.

5. Payment upon completion of Tender a) The Purchaser is not entitled to remove the Tender Item(s) from the Tender Site until the Purchase Price has

been paid in full. b) The Purchaser of a Tender Item must pay a deposit of no less than 10% of the Tender Offer as agreed by the

Agent, to the Agent upon acceptance of the Tender Offer and in any event within 24 hours. c) If the Purchaser pays a deposit, it must pay the balance of the Purchase Price within 3 days of or as

otherwise specified by the Agent. d) Payment of the Purchase Price must be by bank cheque or clear funds. If payment is made by cheque and

the cheque is dishonoured, the Purchaser will be deemed to be in fundamental breach of its obligations pursuant to these Terms and Conditions.

e) In the event of late payment the Agent reserves the right to charge the Purchaser interest which will accrue at the rate of the lower of 2% of the Purchase Price per month or the highest rate allowed by law.

6. Removal of a Tender Item from the Tender Site a) No Tender Item may be removed by the Seller during the Tender without the express consent of the Agent. b) The Tender will be deemed complete after all of the Tender Items listed in the Tender catalogue have been

paid for and collected. c) Subject to clause 11 the Purchaser must remove the Tender Item from the Tender Site within 15 business

days after the acceptance of the Tender Offer.

d) If the Purchaser does not remove the Tender Item in accordance with this clause 6 , the Agent or Seller may remove the Tender Item from the Tender Site and store it in an alternate location. The Purchaser is required to pay all reasonable costs (up to $5,000.00 per day) incurred by the Agent or the Seller in relation to the relocation and storage prior to removing the Tender Item.

e) The Purchaser will be strictly liable for any damage to the Tender Site, or other goods, caused by the removal of any Tender Item from the Tender Site

f) The Tender Items can only be removed between the hours of 7:00am and 5.00pm Monday to Friday and only by appointment with the project manager of the Agent, unless otherwise arranged with the Seller.

7. Removal Conditions a) The Purchaser represents and warrants to the Agent and Seller that:-

i) they will not cause damage or injury to or permit damage or injury to be caused to and persons or property, structures, fixtures and fittings or any other real property of the Agent or Seller at or near the Tender Site

ii) they will ensure that the Tender Site is kept clean and in a tidy condition and shall remove all rubbish it, its employees, agents and contractors accumulate during the course of their activities on Tender site on behalf. If the Purchaser fails to comply with obligations imposed on it by t h i s clause, then after giving notice of intention in writing the Agent or Seller may arrange for any cleaning required to be carried out at the Purchaser's expense and the cost will become a debt owed by the Purchaser to the Seller.

iii) any damage, breakage or defect caused by the Purchaser, its employees, agents or contractors sale shall be made good by the Purchaser at its cost and expense.

iv) they will remove the Tender Items in such a way as to ensure no inconvenience is caused to the Agent, Seller or the public and that all methods of ingress and egress from the Tender Site are kept free of blockage and obstruction at all times.

v) all plant, tools and equipment used by the Purchaser, its employees, agents or contractors on or around the Tender Site shall be selected and maintained in a fully serviced and safe condition.

vi) provide a ‘Safe Work Method Statement’ for approval by the Agent and the Seller prior to commencement of collecting or removing the Tender Items from the Tender Site.

vii) all person or entities tasked with collecting the Tender Items have all relevant permits and adequate Public Liability and Workers Compensation Insurance cover.

viii) they indemnify the Agent and Seller from all claims or proceedings which may be brought against the Agent or Seller which in any way arise out of or are connected with the collection or removal of the Tender Items from the Tender site.

8. Title of the Tender Item a) The Seller represents and warrants to the Purchaser and the Agent that:

i) it has good title to the Tender Item; ii) it has proper authority to sell the Tender Item; and iii) there are no undisclosed encumbrances, liens or security interests (as defined in the Personal Property

Securities Act 2010 (Cth)) over the Tender Item; at the time of delivery of a Tender Item.

iv) The Seller acknowledges that the Agent relies on this representation and warranty in auctioning the Tender Item on behalf of the Seller.

v) The Purchaser acknowledges that it is its responsibility to conduct a search of the Register of Encumbered Vehicles or the Personal Property Securities Register (as applicable) and that search must be undertaken no earlier than the day prior to the day it submits a Tender Offer to ensure that there is no undisclosed encumbrance over the Tender Item.

vi) If, subsequent to the acceptance of the Tender Offer but before the collection of a Tender Item, the Agent becomes aware that the Seller does not have good title to the Tender Item sold, it has the discretion to cancel the sale of that Tender Item and refund to the Purchaser any moneys paid in respect to that Tender Item only.

vii) The Purchaser agrees that it will not make a claim against the Agent in such an instance. If it does so, it agrees to indemnify the Agent from any, and all, costs, on a full indemnity basis that the Agent incurs as a result.

viii) Title in any Tender Item does not pass until the Purchase Price (and if applicable, any other Governmental

charges or fees payable pursuant to these Terms and Conditions, including, but not limited to any taxes, levies, duties, imposts, deductions and charges) has been paid in full.

ix) Any guarantee made by the Seller or Agent under this clause 8 is in addition to and is not intended to replace or detract from any rights or remedies a Purchaser may have under the Australian Consumer Law or any other applicable laws.

9. Rights Reserved a) The Agent and/or Seller reserve their right to withdraw any Tender Item or Tender Items listed in the Catalogue

from the Tender; b) The Agent reserves its rights:

i) to offer for sale part only of any Tender Item listed in a Catalogue; ii) to offer two or more separate Tender Items listed in a Catalogue for sale together as one Tender Item and

if that Tender Item is not sold, to offer those Tender Items for Tender as separate Tender Items; iii) to refuse any person admission to, or eject them from the Tender Site; iv) to not disclose the existence and/or quantum of the reserve price (if any) of a Tender Item prior to the

close of the Tender or withdrawal of the Tender Item; v) to allocate any monies received from the Purchaser between the Tender Items as it sees fit; and vi) to regard the sale of multiple Tender Items as interdependent and treat default under a contract for either

Tender Item as default under all such contracts;

10.Warranties and Consumer Guarantees a) The Purchaser acknowledges that the consumer guarantees stipulated in sections 54, 55, 56, 57, 58 and 59 of

the Australian Consumer Law do not apply to the sale of goods by auction. As a result, the Agent and the Seller make no warranties and give no guarantees regarding: i) the goods being of acceptable quality; ii) the goods being fit for any disclosed purpose or any purpose for which the supplier represents they are

fit; iii) the goods matching their description or corresponding to any sample or demonstration model; iv) the availability of repairs or spare parts for the goods; or v) express warranties in respect of the goods made by the manufacturer being complied with

b) If the goods forming part of a Tender Item are:

i) PDH Goods; or ii) Non PDH Goods and the purchase price of the Tender Item is $40,000 or less (or such other amount

specified in or prescribed under section 3 of the Australian Consumer Law from time to time); then certain guarantees may apply in respect such goods purchased by that Purchaser including (without limitation):

iii) guarantees as to title to the Tender Item passing to the Purchaser; iv) guarantees regarding the Purchaser having undisturbed possession of the Tender Item; and v) guarantees regarding the Tender Item being free from undisclosed encumbrances.

c) Nothing in this clause 10 or clause 11 (or any other provision of these Terms and Conditions) should be

interpreted as attempting to exclude, restrict or modify the application of any applicable provisions of the Australian Consumer Law, or the liability of the Agent or the Seller for failing to comply with these provisions of the Australian Consumer Law or the right of a consumer to make a claim in respect of these guarantees or under any other provision of the Australian Consumer Law.

11. Limitation of Liability Where the Purchaser suffers Loss as a result of its purchase of any Tender Item and: a) the goods forming part of a Tender Item are Non PDH Goods with a purchase price of more than $40,000; or b) the Purchaser suffers the Loss other than as a result of any breach by the Seller or the Agent of the

consumer guarantee or other similar provision of the Australian Consumer Law; then, subject to any other laws which may apply and may not be excluded, or in respect of which liability cannot be limited by these Terms and Conditions, the Seller and the Agent will not be liable for any such Loss suffered by the

Purchaser. This clause applies even if the Seller and/or the Agent knew or ought to have known that the relevant Loss would be suffered.

12. Finance The Purchaser expressly acknowledges and warrants to the Agent and to the Seller that prior to making a Tender Offer or successfully negotiating the purchase of a Tender Item by private agreement, that it has the either cash resources immediately available to complete the purchase or has obtained approval for financial assistance on reasonable terms which are satisfactory to the Purchaser.

13. Default

a) If the Purchaser is in default of any of its obligations under these Terms and Conditions or any interdependent or separate agreement with the Agent or Seller: i) The Agent and/or the Seller may:

recover damages from the Purchaser; without notice to the Purchaser resell the Tender Item or Tender Items in any manner upon such terms and conditions as it may think proper and recover all losses, costs and expenses incurred from any such resale from the Purchaser by way of damages, whether or not that amount exceeds the Purchase Price that was to be paid by the Purchaser for the Tender Item or Tender Items (and including all legal costs) and the amount of any commission lost on the original sale as the result of the Purchaser’s default and the cost of advertising in respect of any such resale; and forfeit any monies paid by the Purchaser in consideration for a Tender Item and/or Tender Items.

b) If the Seller defaults on the delivery of a Tender Item or part thereof, the Seller must refund any money which the Purchaser had paid to the Agent on account of its purchase.

14. General Law a) The proper law governing the interpretation and enforcement of these conditions including all substantive

rights and obligations hereunder and the manner mode and method of performance is the law of the State in which the Tender took place.

b) All rights and remedies available to the parties against each other under the general law are subject to these conditions.

c) If any of the conditions in these Terms and Conditions are to any extent held by any court of competent jurisdiction to be invalid or unenforceable, the remaining conditions will not be affected thereby, and will remain in full force and effect.

15. Further special conditions

a) The Agent may prior to the commencement, or during a Tender announce further special conditions applying to that Tender or a particular Tender item in which event such further special condition or conditions will be deemed to be incorporated into and form part of these conditions.

16. Goods and services tax (GST)

a) The Seller will elect whether the Purchase Price of the goods is inclusive or exclusive of GST. If applicable, GST will be added to all charges and fees payable.

b) If the whole or any part of the Purchase Price of a Tender Item is consideration for a taxable supply, the Purchaser must pay to the Seller via the Agent, an amount equal to the GST amount applicable to the Purchase Price. The Agent will provide to the Purchaser (if applicable) a Tax Invoice at that time.

17. Sale of Used Tender Items and other goods The Purchaser acknowledges that: a) the Agent is unable to, and does not carry out an inspection of the Tender Items offered for sale;

the information that the Agent has in relation to each Tender Item is information provided to the Agent by the Seller of each Tender Item (including, in the case of plant equipment and any inspection, condition, pre-sale reports or other information as to the condition of the plant equipment);

b) the information provided by the Seller in relation to each Tender Item is not guaranteed by the Agent; c) it must satisfy itself as to the condition, description and state of repair of the Tender Item prior to the

Tender; d) if a dispute arises in relation to this information, the Purchaser will exclude and indemnify the Agent from

any such dispute (including costs on a full indemnity basis by any costs incurred by the Agent in relation to such dispute).

18. Sale of Used Plant and Equipment The Purchaser acknowledges that: a) The OH&S Legislation imposes obligations in respect of safety for workers arising out of the design

manufacture and supply of plant and equipment (Plant) for use in a workplace. b) The Agent and the Seller have warned prospective purchasers that no Plant is being offered for sale for use

in any workplace and it is the Purchaser's or user's responsibility to ensure that if the Plant is to be so used it is brought to a standard necessary to comply with the OH&S Legislation before being used for this purpose and testing and examination is carried out to ensure it is safe and fit for use in a workplace.

c) In so far as it is readily available, information prepared by the designer or manufacturer of the Plant and any records kept by previous owners of the Plant that were required to be kept under the OH&S Legislation ("the information and/or records") is made available for inspection to prospective purchasers and will be provided to the Purchaser.

d) Where no such information and/or records are available, no liability for the absence of same is assumed by the Agent and/or the Seller.

e) It is the responsibility of the Purchaser to ensure that the Purchaser seek to ascertain the information and/or records.

f) Safety inspections of all plant purchased at auction must be performed by the Purchaser as breaches of the OH&S Legislation carry very heavy penalties in the interest of health and safety for workers.

ANNEXURE 2

Offer Schedule for the Complete Doonbah Sands Plant and Associated

Equipment

Unit/ Quantity

Description Purchase Offer Price

1 Complete Doonbah Sands Dredge, Sand Washing Plant and all listed assets.

$_______________ TOTAL OFFER (Inc Buyers Premium & GST)

ANNEXURE 3

Offer Schedule for the individual purchases of assets

Make/Type Office Price (Inc GST and Buyer’s Premium)

Sand Dredge

Submersible Pump

WN01 Winch 1 & WN02 Winch 2 Including associated Hydraulic Power

Pack

Metro 12 x 5 Vibrating Screen

Weir Trio TSW4432 Screw Sand Dewatering Unit

Bruce BWD150 Dewatering Unit (unit 1)

Bruce BWD150 Dewatering Unit (unit 2)

Caterpillar 415 KvA with C15 Engine

Radial Stacker

Control Room and Toolshed (2 x containers)

Hydraulic Powerpack and Electrical Switchboard

All Poly Pipe

Site Office / Gatehouse

Iweigh Solutions Weighbridge

Total offer for Price for 1 or multiple assets (Inclusive of Buyer’s Premium

& GST)

$______________