UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K 

 

(Mark One) 

| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---------|--------------------------------------------------------------------------------------|

For the fiscal year ended December 31, 2019 

or 

 

| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---------|------------------------------------------------------------------------------------------|

For the transition period from                      to                     

333-166711-02 

(Commission File Number of issuing entity) 

0001556811 

(Central Index Key Number of issuing entity) 

Citigroup Commercial Mortgage Trust 2012-GC8 

(Exact name of issuing entity as specified in its charter) 

333-166711 

(Commission File Number of depositor) 

0001258361 

(Central Index Key Number of depositor) 

Citigroup Commercial Mortgage Securities Inc. 

(Exact name of depositor as specified in its charter) 

Citigroup Global Markets Realty Corp. 

(Central Index Key Number: 0001541001) 

Goldman Sachs Mortgage Company 

(Central Index Key Number: 0001541502) 

Natixis Real Estate Capital LLC 

(Central Index Key Number: 0001542256) 

(Exact name of sponsor as specified in its charter) 

 

|                                                                 |   | 90-6223187                            |
|----------------------------------------------------------------------|--------|---------------------------------------|
|                                                                 |   | 90-6223322                            |
| New York                                                             |   | 90-6223352                            |
| (State or other jurisdiction of

organization of the issuing entity) |   | (I.R.S. Employer

Identification No.) |

c/o Citibank, N.A. 

388 Greenwich Street, 14th Floor 

New York, New York 10013 

(Address of principal executive offices of issuing entity) 

 

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(212) 816-5614 

Registrant’s telephone number, including area code 

 

Securities registered pursuant to Section 12(b) of the Act:

 

| Title of each class | Trading Symbol(s) | Name of each exchange on whichregistered |
|---------------------|-------------------|------------------------------------------|
| None                |              |                                     |

Securities registered pursuant to Section 12(g) of the Act:  None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    ☐  Yes    ☒  No 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    ☐  Yes    ☒  No 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ☒  Yes    ☐  No 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). 

Not Applicable 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 

 

| Large accelerated filer |   | ☐ |   |   | Accelerated filer                   |    | ☐ |
|-----------------------------------|--------|---------|--------|--------|-------------------------------------|--------------|---------|
|                              |   |    |   |        |                                     |
| Non-accelerated filer             |   | ☒ |   |   | Smaller reporting company |    | ☐ |
|                              |   |    |   |        |                                     |
|                              |   |    |   |   | Emerging growth company   |    | ☐ |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    ☐  Yes    ☒  No 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. 

Not Applicable 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. 

Not Applicable 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 

Not Applicable 

 

 

 

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DOCUMENTS INCORPORATED BY REFERENCE 

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). 

Not Applicable 

PART I 

Item 1. Business. 

Omitted. 

Item 1A. Risk Factors. 

Omitted.

Item 1B. Unresolved Staff Comments. 

None. 

Item 2. Properties. 

Omitted. 

Item 3. Legal Proceedings. 

Omitted. 

Item 4. Mine Safety Disclosures. 

Not applicable. 

PART II 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 

Omitted. 

Item 6. Selected Financial Data. 

Omitted. 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 

Omitted.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 

Omitted. 

Item 8. Financial Statements and Supplementary Data. 

Omitted. 

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. 

Omitted. 

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Item 9A. Controls and Procedures. 

Omitted. 

Item 9B. Other Information. 

None. 

PART III 

Item 10. Directors, Executive Officers and Corporate Governance. 

Omitted. 

Item 11. Executive Compensation. 

Omitted. 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 

Omitted. 

Item 13. Certain Relationships and Related Transactions, and Director Independence. 

Omitted. 

Item 14. Principal Accounting Fees and Services. 

Omitted. 

ADDITIONAL DISCLOSURE ITEMS REQUIRED BY GENERAL INSTRUCTION J(2) 

Item 1112(b) of Regulation AB 

The property securing the Miami Center mortgage loan constitutes a significant obligor within the meaning of Item 1101(k)(2) of Regulation AB and as disclosed in the prospectus supplement for Citigroup Commercial Mortgage Trust 2012-GC8 filed on September 24, 2012. With respect to the property securing the Miami Center mortgage loan, the most recent unaudited net operating income was $13,681,706 for the period from January 1, 2019 through December 31, 2019. 

Item 1114(b)(2) and Item 1115(b) of Regulation AB 

No entity or group of affiliated entities provides any external credit enhancement, uses any derivative instruments or other support for the certificates within this transaction. 

Item 1117 of Regulation AB 

Disclosure from U.S. Bank National Association, as Trustee: 

In the last several years, U.S. Bank National Association (“U.S. Bank”) and other large financial institutions have been sued in their capacity as trustee or successor trustee for certain residential mortgage backed securities ("RMBS") trusts. The complaints, primarily filed by investors or investor groups against U.S. Bank and similar institutions, allege the trustees caused losses to investors as a result of alleged failures by the sponsors, mortgage loan sellers and servicers to comply with the governing agreements for these RMBS trusts. Plaintiffs generally assert causes of action based upon the trustees’ purported failures to enforce repurchase obligations of mortgage loan sellers for alleged breaches of representations and warranties, notify securityholders of purported events of default allegedly caused by breaches of servicing standards by mortgage loan servicers and abide by a heightened standard of care following alleged events of default. Currently, U.S. Bank is a defendant in multiple actions alleging individual or class action claims against it.

U.S. Bank denies liability and believes that it has performed its obligations under the RMBS trusts in good faith, that its actions were not the cause of losses to investors, that it has meritorious defenses, and it has contested and intends to continue contesting the plaintiffs’ claims vigorously. However, U.S. Bank cannot assure you as to the outcome of any of the litigation, or the possible impact of these litigations on the trustee or the RMBS trusts. On March 9, 2018, a law firm purporting to represent fifteen Delaware statutory 

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trusts (the “DSTs”) that issued securities backed by student loans (the “Student Loans”) filed a lawsuit in the Delaware Court of Chancery against U.S. Bankin its capacities as indenture trustee and successor special servicer, and three other institutions in their respective transaction capacities, with respect to the DSTs and the Student Loans. This lawsuit is captioned The National Collegiate Student Loan Master Trust I, et al. v. U.S. Bank National Association, et al., C.A. No. 2018-0167-JRS (Del. Ch.). The complaint, which was later amended on June 15, 2018, alleged that the DSTs have been harmed as a result of purported misconduct or omissions by the defendants concerning administration of the trusts and servicing of the student loans.

U.S. Bank believes that it has performed its obligations as indenture trustee and special servicer in good faith and in compliance in all material respects with the terms of the agreements governing the DSTs (the “Governing Agreements”), and accordingly that the claims against it in the lawsuit are without merit.

U.S. Bank has filed a motion seeking dismissal of the operative complaint in its entirety with prejudice pursuant to Chancery Court Rules 12(b)(1) and 12(b)(6) or, in the alternative, U.S. Bank requested a stay of the case while other prior filed disputes involving the DSTs and the Student Loans are being litigated. On November 7, 2018, the Court ruled that the case should be stayed in its entirety pending resolution of the first-filed cases.

U.S. Bank intends to continue to defend this lawsuit vigorously.

Disclosure from Citibank, N.A., as Certificate Administrator: 

Citibank, N.A. (“Citibank”) is acting as the Certificate Administrator of this commercial mortgage-backed securities (“CMBS”) transaction. In the ordinary course of business, Citibank is involved in a number of legal proceedings, including in connection with its role as trustee of certain residential mortgage-backed securities (“RMBS”) transactions. Certain of these Citibank as trustee related matters are disclosed herein. 

On June 18, 2014, a civil action was filed against Citibank in the Supreme Court of the State of New York by a group of investors in 48 private-label RMBS trusts for which Citibank allegedly serves or did serve as trustee, asserting claims for purported violations of the U.S. Trust Indenture Act of 1939, as amended (the “TIA”), breach of contract, breach of fiduciary duty and negligence based on Citibank’s alleged failure to perform its duties as trustee for the 48 RMBS trusts.  On November 24, 2014, plaintiffs sought leave to withdraw this action.  On the same day, a smaller subset of similar plaintiff investors in 27 private-label RMBS trusts for which Citibank allegedly serves or did serve as trustee, filed a new civil action against Citibank in the United States District Court for the Southern District of New York asserting similar claims as the prior action filed in state court.  In January 2015, the court closed plaintiffs’ original state court action.  On September 8, 2015, the federal court dismissed all claims as to 24 of the 27 trusts and allowed certain of the claims to proceed as to the other three trusts.  Subsequently, plaintiffs voluntarily dismissed all claims with respect to two of the three trusts.  On April 7, 2017, Citibank filed a motion for summary judgment.  Plaintiffs filed its consolidated opposition brief and cross motion for partial summary judgment on May 22, 2017.  Briefing on those motions was completed on August 4, 2017.  On March 22, 2018, the court granted Citibank’s motion for summary judgment in its entirety, denied plaintiffs’ motion for summary judgment and ordered the clerk to close the case.  On April 20, 2018, plaintiffs filed a notice of appeal.  Plaintiffs’ opening brief was filed on August 3, 2018.  Citibank filed its opposition on November 2, 2018.  Plaintiffs filed their reply on November 16, 2018.  On June 7, 2019, the Second Circuit dismissed the plaintiffs’ appeal following the parties’ filing of a stipulation withdrawing the case with prejudice pursuant to Federal Rule of Appellate Procedure 42.

On November 24, 2015, the same investors that brought the federal case brought a new civil action in the Supreme Court of the State of New York related to 25 private-label RMBS trusts for which Citibank allegedly serves or did serve as trustee.  This case includes the 24 trusts previously dismissed in the federal action, and one additional trust.  The investors assert claims for breach of contract, breach of fiduciary duty, breach of duty to avoid conflicts of interest, and violation of New York’s Streit Act (the “Streit Act”).  Following oral argument on Citibank’s motion to dismiss, plaintiffs filed an amended complaint on August 5, 2016.  On June 27, 2017, the state court issued a decision, dismissing the event of default claims, mortgage-file-related claims, the fiduciary duty claims, and the conflict of interest claims.  The decision sustained certain breach of contract claims including the claim alleging discovery of breaches of representations and warranties, a claim related to robo-signing, and the implied covenant of good faith claim.  Citibank appealed the lower court’s decision, and on January 16, 2018, the Appellate Division, First Department, dismissed the claims related to robo-signing and the implied covenant of good faith, but allowed plaintiffs’ claim alleging discovery of breaches of representations and warranties to proceed.  On June 7, 2019, plaintiffs filed a motion for discontinuance of the action and dismissal of plaintiffs’ claims with prejudice.

On August 19, 2015, the FDIC as receiver for a failed financial institution filed a civil action against Citibank in the Southern District of New York.  This action relates to one private-label RMBS trust for which Citibank formerly served as trustee.  The FDIC asserts claims for breach of contract, violation of the Streit Act, and violation of the TIA.  Citibank jointly briefed a motion to dismiss with The Bank of New York Mellon and U.S. Bank, N.A. entities that have also been sued by the FDIC in their capacity as trustee, and these cases have all been consolidated in front of Judge Carter.  On September 30, 2016, the court granted Citibank’s motion to dismiss 

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without prejudice for lack of subject matter jurisdiction.  On October 14, 2016, FDIC filed a motion for reargument or relief from judgment from the court’s dismissal order.  On July 11, 2017, Judge Carter ruled on the motion for reconsideration regarding his dismissal of the action.  He denied reconsideration of his decision on standing, but granted leave to amend the complaint by October 9, 2017.  The FDIC subsequently requested an extension of time to file its amended complaint, which was granted.  The FDIC filed its amended complaint on December 8, 2017.  Defendants jointly filed a motion to dismiss the amended complaint and that joint motion was fully briefed as of May 3, 2018.  On March 20, 2019, the court granted defendants’ joint motion to dismiss the amended complaint.  The FDIC’s deadline to file a notice of appeal was April 22, 2019.  The FDIC has not appealed.

There can be no assurances as to the outcome of litigation or the possible impact of litigation on the trustee or the RMBS trusts.  However, Citibank denies liability and continues to vigorously defend against these litigations.  Furthermore, neither the above-disclosed litigations nor any other pending legal proceeding involving Citibank will materially affect Citibank’s ability to perform its duties as Certificate Administrator under the Pooling and Servicing Agreement for this CMBS transaction.

Item 1119 of Regulation AB 

Provided previously in the prospectus supplement of the Registrant relating to the issuing entity and filed on September 24, 2012 pursuant to Rule 424(b)(5) of the Securities Act of 1933, as amended. 

Item 1122 of Regulation AB 

The reports on assessment of compliance with servicing criteria for asset-backed securities and related attestation reports are attached hereto under Item 15. 

Item 1123 of Regulation AB 

The servicer compliance statements are attached hereto under Item 15. 

PART IV 

Item 15. Exhibits, Financial Statement Schedules. 

 

(a)List the following documents filed as a part of the report: 

 

|   | (1) | Not Applicable |
|--------|-----|----------------|

 

|   | (2) | Not Applicable |
|--------|-----|----------------|

 

|   | (3) | Exhibits listed below are either included or incorporated by reference as indicated below: |
|--------|-----|--------------------------------------------------------------------------------------------|

 

| Exhibit Number |    | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|---------------------|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                |         |
| 4                   |    | Pooling and Servicing Agreement, dated as of September 1, 2012, by and among Citigroup Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC (as successor to Midland Loan Services, a Division of PNC Bank, National Association), as special servicer, Situs Holdings, LLC, as operating advisor, Citibank, N.A., as certificate administrator, and U.S. Bank National Association, as trustee (filed as Exhibit 4 to the registrant’s Current Report on Form 8-K/A dated September 24, 2012, and filed by the registrant on October 1, 2012 under Commission File No. 333-166711-02, and is incorporated by reference herein). |
|                |         |
| 10.1                |    | Mortgage Loan Purchase Agreement, dated as of September 1, 2012, between Citigroup Global Markets Realty Corp. and Citigroup Commercial Mortgage Securities Inc., pursuant to which Citigroup Global Markets Realty Corp. sold certain mortgage loans to the depositor (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K/A dated September 24, 2012, and filed by the registrant on October 1, 2012 under Commission File No. 333-166711-02, and is incorporated by reference herein).                                                                                                                                                                                                   |
|                |         |
| 10.2                |    | Mortgage Loan Purchase Agreement, dated as of September 1, 2012, between Goldman Sachs Mortgage Company and Citigroup Commercial Mortgage Securities Inc., pursuant to which Goldman Sachs Mortgage Company sold certain mortgage loans to the depositor (filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K/A dated September 24, 2012, and filed by the registrant on October 1, 2012 under Commission File No. 333-166711-02, and is incorporated by reference herein).                                                                                                                                                                                                                 |
|                |         |

6

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| 10.3           |    | Mortgage Loan Purchase Agreement, dated as of September 1, 2012, between Natixis Real Estate Capital LLC and Citigroup Commercial Mortgage Securities Inc., pursuant to which Natixis Real Estate Capital LLC sold certain mortgage loans to the depositor (filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K/A dated September 24, 2012, and filed by the registrant on October 1, 2012 under Commission File No. 333-166711-02, and is incorporated by reference herein). |
|----------------|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|           |         |
| 31   |    | Rule 15d-14(d) Certification                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|           |         |
| 33   |    | Reports on assessment of compliance with servicing criteria for asset-backed securities.                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|           |         |
| 33.1           |    | Report on assessment of compliance with servicing criteria for asset-backed securities, Wells Fargo Bank, National Association, as master servicer                                                                                                                                                                                                                                                                                                                                                                       |
|           |         |
| 33.2           |    | Report on assessment of compliance with servicing criteria for asset-backed securities, LNR Partners, LLC, as special servicer                                                                                                                                                                                                                                                                                                                                                                                           |
|           |         |
| 33.3           |    | Report on assessment of compliance with servicing criteria for asset-backed securities, Situs Holdings, LLC, as operating advisor                                                                                                                                                                                                                                                                                                                                                                                        |
|           |         |
| 33.4           |    | Report on assessment of compliance with servicing criteria for asset-backed securities, Citibank, N.A., as certificate administrator                                                                                                                                                                                                                                                                                                                                                                                     |
|           |         |
| 33.5           |    | Report on assessment of compliance with servicing criteria for asset-backed securities, U.S. Bank National Association, as custodian                                                                                                                                                                                                                                                                                                                                                                                     |
|           |         |
| 33.6           |    | Report on assessment of compliance with servicing criteria for asset-backed securities, CoreLogic Commercial Real Estate Services, Inc., as servicing function participant                                                                                                                                                                                                                                                                                                                                               |
|           |         |
| 33.7           |    | Report on assessment of compliance with servicing criteria for asset-backed securities, National Tax Search, LLC, as servicing function participant                                                                                                                                                                                                                                                                                                                                                                      |
|           |         |
| 33.8           |    | Report on assessment of compliance with servicing criteria for asset-backed securities, Northmarq Capital, LLC, as servicing function participant                                                                                                                                                                                                                                                                                                                                                                        |
|           |         |
| 34   |    | Attestation reports on assessment of compliance with servicing criteria for asset-backed securities.                                                                                                                                                                                                                                                                                                                                                                                                                     |
|           |         |
| 34.1           |    | Attestation report on assessment of compliance with servicing criteria for asset-backed securities, Wells Fargo Bank, National Association, as master servicer                                                                                                                                                                                                                                                                                                                                                           |
|           |         |
| 34.2           |    | Attestation report on assessment of compliance with servicing criteria for asset-backed securities, LNR Partners, LLC, as special servicer                                                                                                                                                                                                                                                                                                                                                                               |
|           |         |
| 34.3           |    | Attestation report on assessment of compliance with servicing criteria for asset-backed securities, Situs Holdings, LLC, as operating advisor                                                                                                                                                                                                                                                                                                                                                                            |
|           |         |
| 34.4           |    | Attestation report on assessment of compliance with servicing criteria for asset-backed securities, Citibank, N.A., as certificate administrator                                                                                                                                                                                                                                                                                                                                                                         |
|           |         |
| 34.5           |    | Attestation report on assessment of compliance with servicing criteria for asset-backed securities, U.S. Bank National Association, as custodian                                                                                                                                                                                                                                                                                                                                                                         |
|           |         |
| 34.6           |    | Attestation report on assessment of compliance with servicing criteria for asset-backed securities, CoreLogic Commercial Real Estate Services, Inc., as servicing function participant                                                                                                                                                                                                                                                                                                                                   |
|           |         |
| 34.7           |    | Attestation report on assessment of compliance with servicing criteria for asset-backed securities, National Tax Search, LLC, as servicing function participant                                                                                                                                                                                                                                                                                                                                                          |
|           |         |
| 34.8           |    | Attestation report on assessment of compliance with servicing criteria for asset-backed securities, Northmarq Capital, LLC, as servicing function participant                                                                                                                                                                                                                                                                                                                                                            |
|           |         |

7

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| 35   |    | Servicer compliance statements.                                                           |
|----------------|--------------|-------------------------------------------------------------------------------------------|
|           |         |
| 35.1           |    | Servicer compliance statement, Wells Fargo Bank, National Association, as master servicer |
|           |         |
| 35.2           |    | Servicer compliance statement, LNR Partners, LLC, as special servicer                     |
|           |         |
| 35.3           |    | Servicer compliance statement, Citibank, N.A., as certificate administrator          |

 

(b)The exhibits required to be filed by Registrant pursuant to Item 601 of Regulation S-K are listed above. 

 

(c)Not Applicable 

 

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SIGNATURES 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 

Date: March 30, 2020 

 

|                                                              |
|-------------------------------------------------------------------|
| Citigroup Commercial Mortgage Securities Inc. |
| (Depositor)                                                       |
|                                                              |
| /s/ Richard Simpson                                               |
| Richard Simpson, President                                        |

 

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