Obligation Bausch Health Companies 7% ( US91911KAK88 ) en USD

Bausch Health Companies

106.75 % ⇌

Canada

US91911KAK88 ( en USD )

7% par an ( paiement semestriel )

14/03/2024 - Obligation échue

Prospectus brochure de l'obligation Bausch Health Companies US91911KAK88 en USD 7%, échue

2 000 USD

2 000 000 000 USD

91911KAK8

BB ( Spéculatif )

Ba2 ( Spéculatif )

L'Obligation émise par Bausch Health Companies ( Canada ) , en USD, avec le code ISIN US91911KAK88, paye un coupon de 7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/03/2024

L'Obligation émise par Bausch Health Companies ( Canada ) , en USD, avec le code ISIN US91911KAK88, a été notée Ba2 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Bausch Health Companies ( Canada ) , en USD, avec le code ISIN US91911KAK88, a été notée BB ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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EX-4.1 2 dp74230_ex401.htm EXHIBIT 4.1
Exhibit 4.1
EXECUTION VERSION
VALEANT PHARMACEUTICALS INTERNATIONAL, INC.
$1,250,000,000 6.50% SENIOR SECURED NOTES DUE 2022
$2,000,000,000 7.00% SENIOR SECURED NOTES DUE 2024
_______________________________
INDENTURE
DATED AS OF March 21, 2017
_______________________________
THE BANK OF NEW YORK MELLON,
AS TRUSTEE
AND THE NOTES COLLATERAL AGENTS PARTY HERETO
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TABLE OF CONTENTS
Page
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.1
Definitions
1
Section 1.2
Other Definitions
27
Section 1.3
[Reserved].
28
Section 1.4
Rules of Construction
28
ARTICLE 2
THE SECURITIES
Section 2.1
Form and Dating
29
Section 2.2
Execution and Authentication
30
Section 2.3
Registrar and Paying Agent
30
Section 2.4
Paying Agent to Hold Money in Trust
31
Section 2.5
Noteholder Lists
31
Section 2.6
Transfer and Exchange
31
Section 2.7
Replacement Notes
32
Section 2.8
Outstanding Notes
32
Section 2.9
Treasury Notes
33
Section 2.10
Temporary Notes
33
Section 2.11
Cancellation
33
Section 2.12
Legend; Additional Transfer and Exchange Requirements
33
Section 2.13
CUSIP, Common Code and ISIN Numbers
35
ARTICLE 3
REDEMPTION AND PURCHASES
Section 3.1
Right to Redeem
35
Section 3.2
Selection of Notes to Be Redeemed
35
Section 3.3
Notice of Redemption
36
Section 3.4
Effect of Notice of Redemption
37
Section 3.5
Deposit of Redemption Price
37
Section 3.6
Notes Redeemed in Part
37
Section 3.7
Optional Redemption
37
Section 3.8
Purchase of Notes at Option of the Holder Upon Change of Control
39
Section 3.9
Effect of Change of Control Purchase Notice
41
Section 3.10
Deposit of Change of Control Purchase Price
42
Section 3.11
Notes Purchased in Part
42
Section 3.12
Compliance with Securities Laws upon Purchase of Notes
42
Section 3.13
Repayment to the Company
42
Section 3.14
Offer to Purchase by Application of Excess Proceeds
42
ARTICLE 4
COVENANTS
Section 4.1
Payment of Notes
44
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Section 4.2
Maintenance of Office or Agency
44
Section 4.3
Reports
45
Section 4.4
Compliance Certificates
46
Section 4.5
Further Instruments and Acts
46
Section 4.6
Maintenance of Corporate Existence
46
Section 4.7
Changes in Covenants When Notes Rated Investment Grade
46
Section 4.8
Restricted Payments
46
Section 4.9
Incurrence of Indebtedness and Issuance of Preferred Stock
49
Section 4.10
[Reserved].
52
Section 4.11
Liens
52
Section 4.12
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
52
Section 4.13
Transactions with Affiliates
54
Section 4.14
Asset Sales
55
Section 4.15
Additional Note Guarantees
57
Section 4.16
Designation of Restricted and Unrestricted Subsidiaries
57
Section 4.17
Business Activities
57
Section 4.18
[Reserved]
57
Section 4.19
Stay, Extension and Usury Laws
58
Section 4.20
Notice of Default
58
Section 4.21
Payment of Additional Amounts
58
Section 4.22
After-Acquired Property
60
Section 4.23
Additional Material Real Estate Assets
61
Section 4.24
No Impairment of the Security Interests
61
ARTICLE 5
MERGER, CONSOLIDATION OR SALE OF ASSETS
Section 5.1
Merger, Consolidation or Sale of Assets
62
Section 5.2
Successor Substituted
63
ARTICLE 6
DEFAULT AND REMEDIES
Section 6.1
Events of Default
63
Section 6.2
Acceleration
65
Section 6.3
Other Remedies
65
Section 6.4
Waiver of Defaults and Events of Default
65
Section 6.5
Control by Majority
65
Section 6.6
Limitations on Suits
66
Section 6.7
Rights of Holders to Receive Payment
66
Section 6.8
Collection Suit by Trustee
66
Section 6.9
Trustee May File Proofs of Claim
66
Section 6.10
Priorities
67
Section 6.11
Undertaking for Costs
67
ARTICLE 7
TRUSTEE
Section 7.1
Duties of Trustee
67
Section 7.2
Rights of Trustee
68
Section 7.3
Individual Rights of Trustee
69
Section 7.4
Trustee's Disclaimer
69
Section 7.5
Notice of Default or Events of Default
69
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Section 7.6
[Reserved].
69
Section 7.7
Compensation and Indemnity
69
Section 7.8
Replacement of Trustee
70
Section 7.9
Successor Trustee by Merger, Etc.
71
Section 7.10
Eligibility; Disqualification
71
Section 7.11
Preferential Collection of Claims Against the Company
71
Section 7.12
Collateral Documents; Intercreditor Agreements
71
ARTICLE 8
DEFEASANCE; SATISFACTION AND
DISCHARGE OF INDENTURE
Section 8.1
Satisfaction and Discharge of Indenture
71
Section 8.2
Legal Defeasance
72
Section 8.3
Covenant Defeasance
73
Section 8.4
Application of Trust Money
74
Section 8.5
Repayment to the Company
74
Section 8.6
Reinstatement
75
ARTICLE 9
AMENDMENTS, SUPPLEMENTS AND WAIVERS
Section 9.1
Without Consent of Holders
75
Section 9.2
With Consent of Holders
76
Section 9.3
Notice of Amendment, Supplement or Waiver
77
Section 9.4
Revocation and Effect of Consents
77
Section 9.5
Notation on or Exchange of Notes
77
Section 9.6
Trustee to Sign Amendments, Etc.
77
Section 9.7
Effect of Supplemental Indentures
77
ARTICLE 10
NOTE GUARANTEES
Section 10.1
Note Guarantees
77
Section 10.2
Execution and Delivery of Note Guarantees
79
Section 10.3
Limitation on Note Guarantor Liability
79
Section 10.4
Merger and Consolidation of Note Guarantors
79
Section 10.5
Release
80
ARTICLE 11
MISCELLANEOUS
Section 11.1
Certain Trust Indenture Act Sections
80
Section 11.2
Notices
80
Section 11.3
Communications by Holders With Other Holders
82
Section 11.4
Certificate and Opinion of Counsel as to Conditions Precedent
82
Section 11.5
Record Date for Vote or Consent of Holders
83
Section 11.6
Rules by Trustee, Paying Agent and Registrar
83
Section 11.7
Legal Holidays
83
Section 11.8
Governing Law; Submission to Jurisdiction; Waiver of Jury Trial
83
Section 11.9
No Adverse Interpretation of Other Agreements
83
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Section 11.10
No Recourse Against Others
84
Section 11.11
Successors
84
Section 11.12
Multiple Counterparts
84
Section 11.13
Separability
84
Section 11.14
Table of Contents, Headings, etc.
84
Section 11.15
Calculations in Respect of the Notes
84
Section 11.16
Agent for Service and Waiver of Immunities
84
Section 11.17
Judgment Currency
84
Section 11.18
Foreign Currency Equivalent
85
Section 11.19
Usury Savings Clause
85
Section 11.20
Interest Act (Canada)
85
Section 11.21
Tax Matters
85
ARTICLE 12
COLLATERAL
Section 12.1
Collateral Documents
85
Section 12.2
Release of Collateral
86
Section 12.3
Suits to Protect the Collateral
88
Section 12.4
Authorization of Receipt of Funds by the Trustee Under the Collateral Documents
88
Section 12.5
Purchaser Protected
88
Section 12.6
Powers Exercisable by Receiver or Trustee
88
Section 12.7
Release Upon Termination of the Company's Obligations
89
Section 12.8
Notes Collateral Agents
89
ARTICLE 13
PARALLEL DEBT
Section 13.1
Purpose; Governing Law.
94
Section 13.2
Parallel Debt (The Netherlands, Poland, Japan, Slovenia)
95
Section 13.3
Parallel Debt (France)
95
Section 13.4
Parallel Debt (Hungary)
96
Section 13.5
Parallel Debt and Collateral (Germany)
96
Section 13.6
Parallel Debt (Belarus)
97
Section 13.7
Parallel Debt (Belgium)
99
Section 13.8
Additional Parallel Debt Provisions
99
EXHIBITS
EXHIBIT A-1
-
FORM OF 2022 NOTE
EXHIBIT A-2
-
FORM OF 2024 NOTE
EXHIBIT B
-
FORM OF GUARANTEE
EXHIBIT C
-
FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
EXHIBIT D
-
FORM OF CANADIAN NOTE GUARANTEE
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THIS INDENTURE dated as of March 21, 2017 is among Valeant Pharmaceuticals International, Inc., a corporation continued under the British
Columbia Business Corporations Act (the "Company"), the Note Guarantors party hereto, The Bank of New York Mellon ("BNY Mellon"), a New York
banking corporation, not in its individual capacity but solely as Trustee, Registrar, and Paying Agent (the "Trustee"), BNY Mellon, as a notes collateral agent
(together with certain of its branches, affiliates and agents party hereto) and Lord Securities Corporation ("LSC"), a corporation organized under the laws of the
State of Delaware, as a notes collateral agent.
In consideration of the premises and the purchase of the Notes by the Holders thereof, all parties agree as follows for the benefit of the other and for the
equal and ratable benefit of the registered Holders of the Company's Notes.
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.1 Definitions.
"144A Global Notes" means the 2022 Global Notes and the 2024 Global Notes.
"2022 Global Notes" means a Global Note substantially in the form of Exhibit A-1 hereto bearing the Global Note Legend and the Private Placement
Legend deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will initially be issued in a denomination equal to the
principal amount of the 2022 Notes sold in reliance on Rule 144A.
"2024 Global Notes" means a Global Note substantially in the form of Exhibit A-2 hereto bearing the Global Note Legend and the Private Placement
Legend deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will initially be issued in a denomination equal to the
principal amount of the 2024 Notes sold in reliance on Rule 144A.
"2022 Notes" means any of the Company's 6.50% Senior Secured Notes due 2022, as amended or supplemented from time to time, that are issued under
this Indenture.
"2024 Notes" means any of the Company's 7.00% Senior Secured Notes due 2024, as amended or supplemented from time to time, that are issued under
this Indenture.
"2022 Regulation S Global Note" means a Global Note substantially in the form of Exhibit A-1 hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will initially be issued in a denomination
equal to the principal amount of the 2022 Notes sold in reliance on Regulation S.
"2024 Regulation S Global Note" means a Global Note substantially in the form of Exhibit A-2 hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will initially be issued in a denomination
equal to the principal amount of the 2024 Notes sold in reliance on Regulation S.
"Acquired Debt" means, with respect to any specified Person:
(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified
Person and which is not satisfied in full at such time, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other
Person merging with or into, or becoming a Subsidiary of, such specified Person; and
(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.
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"Additional 2022 Notes" means the additional principal amount of 2022 Notes (other than the Initial 2022 Notes) that may be issued from time to time
under this Indenture in accordance with Section 2.1(c) of this Indenture as part of the same series of 2022 Notes issued on the date hereof other than Notes issued
in exchange for, or replacement of outstanding Notes.
"Additional 2024 Notes" means the additional principal amount of 2024 Notes (other than the Initial 2024 Notes) that may be issued from time to time
under this Indenture in accordance with Section 2.1(c) of this Indenture as part of the same series of 2024 Notes issued on the date hereof other than Notes issued
in exchange for, or replacement of outstanding Notes.
"Additional Notes" means any Additional 2022 Notes or Additional 2024 Notes.
"Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control
with such specified Person. For purposes of this definition, "control," as used with respect to any Person, means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or
otherwise. For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" have correlative meanings.
"After-Acquired Property" means property (other than Excluded Assets) that is intended to be Collateral acquired by the Company or a Note
Guarantor (including property of a Person that becomes a new Note Guarantor after the Issue Date) that is not automatically subject to a perfected security
interest under the Collateral Documents, provided that, while any obligations under the Credit Agreement are outstanding, After-Acquired Property shall not
include any asset or property that is not pledged to secure the obligations under the Credit Agreement.
"Agent" means any Registrar or Paying Agent.
"Applicable Premium" means, as determined by the Company, (x) with respect to a 2022 Note, the greater of
(1) 1.0% of the then outstanding principal amount of such 2022 Note and
(2) (a) the present value of all remaining required interest and principal payments due on such 2022 Note and all premium payments
relating to such Note assuming a redemption date of March 15, 2019 computed using a discount rate equal to the Treasury Rate plus 50 basis points,
minus
(b) the then outstanding principal amount of such 2022 Note, minus
(c) accrued interest paid on the date of redemption; and
(y) with respect to a 2024 Note, the greater of
(1) 1.0% of the then outstanding principal amount of such 2024 Note and
(2) (a) the present value of all remaining required interest and principal payments due on such 2024 Note and all premium payments
relating to such 2024 Note assuming a redemption date of March 15, 2020, computed using a discount rate equal to the Treasury Rate plus 50 basis
points, minus
(b) the then outstanding principal amount of such 2024 Notes, minus
(c) accrued interest paid on the date of redemption.
"Applicable Procedures" means, with respect to any transfer or exchange of beneficial ownership interests in the Global Notes, the rules and
procedures of the Depositary, Euroclear and Clearstream, in each case to the extent applicable, to such transfer or exchange.
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"Asset Sale" means:
(1) the sale, lease, conveyance or other disposition of any assets, property or rights outside of the ordinary course of business; provided that
the sale, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be
governed by Section 3.8 and/or Section 5.1 hereof and not by the provisions of Section 4.14; and
(2) the issuance of Equity Interests by any of the Company's Restricted Subsidiaries or the sale of Equity Interests in any of its Restricted
Subsidiaries, in each case other than directors' qualifying shares.
Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:
(1) any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $100.0 million;
(2) a transfer of assets between or among the Company and its Restricted Subsidiaries;
(3) an issuance of Equity Interests by a Restricted Subsidiary of the Company to the Company or to another Restricted Subsidiary of the
Company;
(4) any sale of receivables in connection with a Qualified Securitization Transaction;
(5) the sale or other disposition of cash or Cash Equivalents;
(6) a Restricted Payment or Permitted Investment that is permitted by Section 4.8 hereof;
(7) the license or sublicense of intellectual property or other general intangibles and licenses, leases or subleases of other property which do
not materially interfere with the business of the Company and its Restricted Subsidiaries, taken as a whole, determined in good faith by the Company;
(8) the sale, exchange or other disposition of obsolete, worn out, uneconomical or surplus assets, including any such intellectual property;
(9) the sale, lease, conveyance or other disposition to the extent required by, or made pursuant to, customary buy/sell arrangements between
joint venture parties set forth in joint venture arrangements and similar binding agreements;
(10) foreclosures on, or condemnation of, assets and the surrender or waiver of contract rights or the settlement, release or surrender of
contract, tort or other claims; and
(11) sales, transfers or other dispositions of assets for consideration at least equal to the Fair Market Value of the assets sold or disposed of,
but only if the consideration received consists of property or assets (other than cash, except to the extent used as a bona fide means of equalizing the
value of the property or assets involved in the swap transaction; provided, however, that cash does not exceed 10% of the sum of the amount of the cash
and the Fair Market Value of the assets received or given) of a nature or type that are used in a business having property or assets of a nature or type or
engaged in a Permitted Business (or Capital Stock of a Person whose assets consist of assets of the type described in this clause (11)).
"Attributable Debt" in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee
for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been
extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such
transaction, determined in accordance with GAAP.
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"Bankruptcy Law" means any of Title 11 of the United States Code, the BIA, the CCAA, the WURA and the CBCA, and any other applicable
insolvency, corporate arrangement or restructuring or other similar law of any jurisdiction including any law of any jurisdiction permitting a debtor to obtain a
stay or a compromise of the claims of its creditors against it.
"Beneficial Owner" has the meaning assigned to such term in Rule l3d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the
beneficial ownership of any particular "person" (as that term is used in Section 13(d)(3) of the Exchange Act), such "person" will be deemed to have beneficial
ownership of all securities that such "person" has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or
is exercisable only after the passage of time. The terms "Beneficially Owns" and "Beneficially Owned" have corresponding meanings.
"BIA" means the Bankruptcy and Insolvency Act (Canada).
"Board of Directors" means:
(1) with respect to a company or corporation, the board of directors of the company or corporation or any committee thereof duly authorized
to act on behalf of such board;
(2) with respect to a partnership, the Board of Directors of the general partner of the partnership or any committee thereof duly authorized
to act on behalf of such board; and
(3) with respect to any other Person, the board or committee of such Person serving a similar function.
"Business Day" means each day that is not a Legal Holiday.
"Canadian Note Guarantee" means each Guarantee of the obligations with respect to the Notes issued by each Canadian Note Guarantor pursuant to
the terms of this Indenture and substantially in the form of Exhibit D.
"Canadian Note Guarantor" means each Note Guarantor that is organized under the laws of Canada or any province or territory thereof.
"Capital Lease Obligations" means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at
that time be required to be capitalized on a balance sheet in accordance with GAAP.
"Capital Markets Indebtedness" means any Indebtedness consisting of bonds, debentures, notes or other similar debt securities issued in (a) a public
offering registered under the Securities Act, (b) a private placement to institutional investors that is resold in accordance with Rule 144A or Regulation S under
the Securities Act, whether or not it includes registration rights entitling the holders of such debt securities to registration thereof with the SEC or (c) a private
placement to institutional investors. For the avoidance of doubt, the term "Capital Markets Indebtedness" does not include any Indebtedness under the Credit
Agreement, Indebtedness incurred in connection with a sale and leaseback transaction, Indebtedness incurred in the ordinary course of business of the Company,
Capital Lease Obligations or recourse transfer of any financial asset or any other type of Indebtedness incurred in a manner not customarily viewed as a
"securities offering."
"Capital Stock" means:
(1) in the case of a corporation, corporate stock;
(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock;
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(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and
(4) any other interest or participation (including, without limitation, quotas) that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person.
"Cash Equivalents" means:
(1) securities issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality thereof (provided,
that the full faith and credit of the U.S. is pledged in support thereof) having repricings or maturities of not more than one year from the date of
acquisition;
(2) certificates of deposit and time deposits with maturities of one year or less from the date of acquisition, bankers' acceptances with
maturities not exceeding one year and overnight bank deposits, in each case, with any U.S. commercial bank having capital and surplus in excess of
$500.0 million;
(3) repurchase obligations with a term of not more than 14 days for underlying securities of the types described in clauses (1) and (2) above
entered into with any financial institution meeting the qualifications specified in clause (2) above;
(4) commercial paper having a rating of at least "P-2" or better from Moody's or at least "A-2" or better from S&P, or carrying an
equivalent rating by an internationally recognized rating agency and, in each case, maturing within one year after the date of acquisition;
(5) auction-rate, corporate and municipal securities, in each case (x) having either short-term debt ratings of at least "P-2" or better from
Moody's or at least "A-2" or better from S&P or long-term senior debt ratings of "A2" or better from Moody's or at least "A" or better from S&P, or
carrying an equivalent rating by an internationally recognized rating agency, (y) having repricings or maturities of not more than one year from the date
of acquisition and (z) which are classifiable as cash and cash equivalents under GAAP;
(6) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of
this definition; or
(7) in the case of the Company or any Foreign Subsidiary:
(a) direct obligations of the sovereign nation, or any agency thereof, in which the Company or such Foreign Subsidiary is
organized or is conducting business or in obligations fully and unconditionally guaranteed by such sovereign nation, or any agency thereof;
provided, that such obligations have repricings or maturities of not more than one year from the date of acquisition and are used by the
Company or such Foreign Subsidiary in accordance with normal investment practices for cash management in investments of the type
analogous to clauses (1) through (5) above; or
(b) investments of the type and maturity described in clauses (1) through (5) above of foreign obligors, which investments or
obligors have ratings described in such clauses or equivalent ratings from internationally recognized rating agencies; provided, that such
investments are used by the Company or such Foreign Subsidiary in accordance with normal investment practices for cash management in
investments of the type analogous to clauses (1) through (5) above.
"CBCA" means the Canada Business Corporations Act.
"CCAA" means the Companies' Creditors Arrangement Act (Canada).
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