Pay vs Performance Disclosure
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12 Months Ended |
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Dec. 31, 2023
USD ($)
$ / shares
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Dec. 31, 2022
USD ($)
$ / shares
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Dec. 31, 2021
USD ($)
$ / shares
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Dec. 31, 2020
USD ($)
$ / shares
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| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
| | | | | | | | | | | | | | | | | | | | | | | | | | | Summary Compensation | | | | | | | | Average | | Average | | Value of Initial Fixed | | | | | | | Table Total (1) | | Compensation Actually Paid (2) | | Summary | | Compensation | | $100 Investment | | | | | | | PEO 1 | | PEO 2 | | PEO 3 | | PEO 1 | | PEO 2 | | PEO 3 | | Compensation | | Actually | | Based On: | | | | | | | John V. | | Douglas M. | | Bryan A. | | John V. | | Douglas M. | | Bryan A. | | Table Total | | Paid | | | | Peer | | Net Income | | AFFO | | | Arabia | | Pasquale | | Giglia | | Arabia | | Pasquale | | Giglia | | Non-PEO NEOs | | Non-PEO NEOs | | Company | | Group | | (Loss) | | Per Share | Year | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) (3) | | ($) (3) (4) | | TSR ($) | | TSR ($) (5) | | ($ thousands) | | ($) (6) | 2023 | | — | | — | | 4,065,496 | | — | | — | | 4,271,146 | | 2,186,607 | | 2,288,186 | | 80.68 | | 94.79 | | 206,708 | | 0.95 | 2022 | | — | | 3,056,142 | | 5,360,331 | | — | | 2,976,426 | | 4,470,301 | | 2,698,018 | | 2,264,209 | | 70.53 | | 76.49 | | 90,766 | | 0.87 | 2021 | | 8,161,442 | | 2,913,754 | | — | | 8,457,333 | | 2,891,832 | | — | | 1,933,105 | | 2,304,828 | | 84.75 | | 90.32 | | 32,995 | | 0.09 | 2020 | | 4,472,998 | | — | | — | | 3,437,021 | | — | | — | | 1,810,688 | | 1,492,792 | | 81.86 | | 76.40 | | (410,506) | | (0.68) |
| (1) | Amounts represent the compensation reported in the “Total” column for the applicable PEO in the SCT. |
| (2) | Amounts reported under Compensation Actually Paid (“CAP”) represent the amount of CAP to the applicable PEO, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the applicable PEO during each year. |
| a. | Mr. Arabia separated from employment with the Company effective as of September 2, 2021 and Mr. Pasquale ceased to serve as Interim CEO upon the appointment of Mr. Giglia as CEO on March 7, 2022. |
| b. | In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to the 2023 PEO’s total compensation presented to determine the CAP: |
| | | | | | | 2023 | Name | | | Bryan A. Giglia | SCT Total Compensation | | $ | 4,065,496 | Minus SCT "Stock Awards" | | | (2,365,543) | Plus Fair Value at Fiscal Year ("FY") End of Outstanding and Unvested Stock Awards Granted in FY | | | 2,330,541 | Plus Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior FYs | | | 88,427 | Plus Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior FYs | | | 152,225 | CAP to PEO | | $ | 4,271,146 |
| c. | Fair value or change in fair value, as applicable, of equity awards in the CAP columns was determined by (i) for time-based RSAs, the closing stock price on the applicable year-end date(s) or, in the case of awards vesting during the applicable year, the closing stock price on the applicable vesting date(s); and (ii) for performance-based RSUs, the same valuation methodology as the Performance RSUs in the SCT above, the fair value was calculated using a Monte Carlo simulation valuation model as of the applicable year-end date and including assumptions expected for volatility of our stock price, dividend yield, and risk-free rate. |
| (3) | The Non-PEO NEO’s include the individuals indicated in the table below for each fiscal year. |
| | | Year | | Non-PEO NEOs | 2023 | | Robert C. Springer, Aaron R. Reyes, Christopher G. Ostapovicz, and David M. Klein | 2022 | | Robert C. Springer, Aaron R. Reyes, Christopher G. Ostapovicz, and David M. Klein | 2021 | | Bryan A. Giglia, Robert C. Springer, David M. Klein, Christopher G. Ostapovicz, and Marc A. Hoffman | 2020 | | Bryan A. Giglia, Marc A. Hoffman, Robert C. Springer, and David M. Klein |
| (4) | Amounts reported under “Average Compensation Actually Paid” represent the amount of average CAP to the Average Non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs during each year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to the average Non-PEO NEOs total compensation for 2023 to determine the CAP: |
| | | | | | | 2023 | Name | | | Average Non-PEO NEOs | SCT Total Compensation | | $ | 2,186,607 | Minus SCT "Stock Awards" | | | (1,105,688) | Plus Fair Value at Fiscal Year ("FY") End of Outstanding and Unvested Stock Awards Granted in FY | | | 1,089,328 | Plus Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior FYs | | | 41,737 | Plus Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior FYs | | | 76,202 | CAP to Average Non-PEO NEOs | | $ | 2,288,186 |
| a. | Fair value or change in fair value, as applicable, of equity awards in the average CAP column was determined by (i) for time-based RSAs, the closing stock price on the applicable year-end date(s) or, in the case of awards vesting during the applicable year, the closing stock price on the applicable vesting date(s); and (ii) for performance-based RSUs, the same valuation methodology as the Performance RSUs in the SCT above, the fair value was calculated using a Monte Carlo simulation valuation model as of the applicable year-end date and including assumptions expected for volatility of our stock price, dividend yield, and risk-free rate. |
| (5) | For each applicable fiscal year, the cumulative Peer Group TSR (the “Peer Group TSR”) represents the FTSE Nareit Equity Lodging/Resorts Index. |
| (6) | AFFO per share is a non-GAAP measure. We compute the AFFO per share component by adjusting FFO, which we calculate in accordance with standards established by Nareit, for certain noncash or nonrecurring items. AFFO is then divided by our weighted average number of common shares outstanding, adjusted for the assumed issuance of all potentially dilutive shares, for each applicable year. For more information, see our “Non-GAAP Financial Measures” in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2023. Amortization of deferred stock compensation has been added to the Company adjustments to AFFO per share for 2020 and 2021 to conform to the current presentation. |
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| Company Selected Measure Name |
AFFO per share
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| Named Executive Officers, Footnote |
| (3) | The Non-PEO NEO’s include the individuals indicated in the table below for each fiscal year. |
| | | Year | | Non-PEO NEOs | 2023 | | Robert C. Springer, Aaron R. Reyes, Christopher G. Ostapovicz, and David M. Klein | 2022 | | Robert C. Springer, Aaron R. Reyes, Christopher G. Ostapovicz, and David M. Klein | 2021 | | Bryan A. Giglia, Robert C. Springer, David M. Klein, Christopher G. Ostapovicz, and Marc A. Hoffman | 2020 | | Bryan A. Giglia, Marc A. Hoffman, Robert C. Springer, and David M. Klein |
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| Peer Group Issuers, Footnote |
| (5) | For each applicable fiscal year, the cumulative Peer Group TSR (the “Peer Group TSR”) represents the FTSE Nareit Equity Lodging/Resorts Index. |
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| PEO Total Compensation Amount |
$ 4,065,496
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| PEO Actually Paid Compensation Amount |
$ 4,271,146
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| Adjustment To PEO Compensation, Footnote |
| (2) | Amounts reported under Compensation Actually Paid (“CAP”) represent the amount of CAP to the applicable PEO, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the applicable PEO during each year. |
| a. | Mr. Arabia separated from employment with the Company effective as of September 2, 2021 and Mr. Pasquale ceased to serve as Interim CEO upon the appointment of Mr. Giglia as CEO on March 7, 2022. |
| b. | In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to the 2023 PEO’s total compensation presented to determine the CAP: |
| | | | | | | 2023 | Name | | | Bryan A. Giglia | SCT Total Compensation | | $ | 4,065,496 | Minus SCT "Stock Awards" | | | (2,365,543) | Plus Fair Value at Fiscal Year ("FY") End of Outstanding and Unvested Stock Awards Granted in FY | | | 2,330,541 | Plus Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior FYs | | | 88,427 | Plus Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior FYs | | | 152,225 | CAP to PEO | | $ | 4,271,146 |
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| Non-PEO NEO Average Total Compensation Amount |
$ 2,186,607
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$ 2,698,018
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$ 1,933,105
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$ 1,810,688
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| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 2,288,186
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2,264,209
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2,304,828
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1,492,792
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| Adjustment to Non-PEO NEO Compensation Footnote |
| (4) | Amounts reported under “Average Compensation Actually Paid” represent the amount of average CAP to the Average Non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs during each year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to the average Non-PEO NEOs total compensation for 2023 to determine the CAP: |
| | | | | | | 2023 | Name | | | Average Non-PEO NEOs | SCT Total Compensation | | $ | 2,186,607 | Minus SCT "Stock Awards" | | | (1,105,688) | Plus Fair Value at Fiscal Year ("FY") End of Outstanding and Unvested Stock Awards Granted in FY | | | 1,089,328 | Plus Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior FYs | | | 41,737 | Plus Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior FYs | | | 76,202 | CAP to Average Non-PEO NEOs | | $ | 2,288,186 |
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| Compensation Actually Paid vs. Total Shareholder Return |

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| Compensation Actually Paid vs. Net Income |

| (1) | The Company does not currently utilize Net Income (Loss) as a metric in its compensation program. |
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| Compensation Actually Paid vs. Company Selected Measure |

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| Tabular List, Table |
The following list includes the most important performance measures used to link NEO compensation to our Company performance in 2023. See “Compensation Discussion and Analysis—2023 Compensation Decisions (Annual Cash Incentive Bonuses and Annual Equity Incentive Awards)” for a detailed description of the performance measures. | Most Important Performance Measures | Relative Total Stockholder Return | Adjusted Funds from Operations per Share | Capital Recycling |
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| Total Shareholder Return Amount |
$ 80.68
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70.53
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84.75
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81.86
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| Peer Group Total Shareholder Return Amount |
94.79
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76.49
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90.32
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76.40
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| Net Income (Loss) |
$ 206,708,000
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$ 90,766,000
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$ 32,995,000
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$ (410,506,000)
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| Company Selected Measure Amount | $ / shares |
0.95
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0.87
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0.09
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(0.68)
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| PEO Name |
Bryan A. Giglia
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| Measure:: 1 |
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| Pay vs Performance Disclosure |
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| Name |
Relative Total Stockholder Return
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| Measure:: 2 |
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| Pay vs Performance Disclosure |
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| Name |
Adjusted Funds from Operations per Share
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| Non-GAAP Measure Description |
| (6) | AFFO per share is a non-GAAP measure. We compute the AFFO per share component by adjusting FFO, which we calculate in accordance with standards established by Nareit, for certain noncash or nonrecurring items. AFFO is then divided by our weighted average number of common shares outstanding, adjusted for the assumed issuance of all potentially dilutive shares, for each applicable year. For more information, see our “Non-GAAP Financial Measures” in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2023. Amortization of deferred stock compensation has been added to the Company adjustments to AFFO per share for 2020 and 2021 to conform to the current presentation. |
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| Measure:: 3 |
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| Pay vs Performance Disclosure |
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Capital Recycling
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| Bryan A. Giglia [Member] |
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| Pay vs Performance Disclosure |
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| PEO Total Compensation Amount |
$ 4,065,496
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$ 5,360,331
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| PEO Actually Paid Compensation Amount |
4,271,146
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4,470,301
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| Douglas M. Pasquale [Member] |
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| Pay vs Performance Disclosure |
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| PEO Total Compensation Amount |
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3,056,142
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$ 2,913,754
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| PEO Actually Paid Compensation Amount |
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$ 2,976,426
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2,891,832
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| John V. Arabia [Member] |
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| Pay vs Performance Disclosure |
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| PEO Total Compensation Amount |
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8,161,442
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$ 4,472,998
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| PEO Actually Paid Compensation Amount |
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$ 8,457,333
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$ 3,437,021
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| PEO | Equity Awards Value In Summary Compensation Table (Grant Date Fair Value) |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
(2,365,543)
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| PEO | Year End Fair Value Of Awards Granted In The Current Year [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
2,330,541
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| PEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Years [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
88,427
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| PEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
152,225
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| Non-PEO NEO | Equity Awards Value In Summary Compensation Table (Grant Date Fair Value) |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
(1,105,688)
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| Non-PEO NEO | Year End Fair Value Of Awards Granted In The Current Year [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
1,089,328
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| Non-PEO NEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Years [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
41,737
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| Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
$ 76,202
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