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Form ABS-15G AMERICAN HONDA RECEIVABL For: Aug 08

August 8, 2022 3:36 PM EDT

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM ABS-15G
ASSET-BACKED SECURITIZER
REPORT PURSUANT TO SECTION 15G OF
THE SECURITIES EXCHANGE ACT OF 1934

 

Check the appropriate box to indicate the filing obligation to which this form is intended to satisfy:

 

¨Rule 15Ga-1 under the Exchange Act (17 CFR 240.15Ga-1) for the reporting period _________ to _________

 

____________________________
(Exact name of securitizer as specified in its charter)

 

Date of Report (Date of earliest event reported)  
   
Commission File Number of securitizer:  
   
Central Index Key Number of securitizer:  

 

 
Name and telephone number, including area code, of the person to
contact in connection with this filing.

 

Indicate by check mark whether the securitizer has no activity to report for the initial period pursuant to Rule 15Ga-1(c)(1) ¨

 

Indicate by check mark whether the securitizer has no activity to report for the quarterly period pursuant to Rule 15Ga-1(c)(2)(i) ¨

 

Indicate by check mark whether the securitizer has no activity to report for the annual period pursuant to Rule 15Ga-1(c)(2)(ii) ¨

 

x Rule 15Ga-2 under the Exchange Act (17 CFR 240.15Ga-2)

 

Honda Auto Receivables 2022-2 Owner Trust

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

 

Central Index Key Number of depositor: 0000890975
Central Index Key Number of issuing entity (if applicable): 0001937619
Central Index Key Number of underwriter (if applicable): Not applicable

 

Glenn Yamamoto (310) 972-2511
Name and telephone number, including area code, of the person to
contact in connection with this filing.

 

 

 

 

PART II - FINDINGS AND CONCLUSIONS OF THIRD-PARTY DUE DILIGENCE REPORTS

 

Item 2.01 Findings and Conclusions of a Third-Party Due Diligence Report Obtained by the Issuer

 

The disclosures required by Rule 15Ga-2 (17 CFR 240.15Ga-2) are attached as Exhibit 99.1 to this Form ABS-15G.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the reporting entity has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: August 8, 2022

 

  American Honda Receivables LLC
  (Depositor)
   
  By: /s/ Paul C. Honda
  Name: Paul C. Honda
  Title: Treasurer and senior officer in charge of securitization

 

 

 

EXHIBIT INDEX

 

Exhibit 99.1 Report of Independent Accountants on Applying Agreed-Upon Procedures, dated August 2, 2022.

 

 

Exhibit 99.1

 

 

KPMG LLP

Suite 700

20 Pacifica

Irvine, CA 92618-3391

 

Independent Accountants’ Report on Applying Agreed-Upon Procedures

 

American Honda Finance Corporation (the “Company”)

MUFG Securities Americas Inc.

Barclays Capital Inc.

BofA Securities, Inc.

SG Americas Securities, LLC

(together, the “Specified Parties”)

 

Re: Honda Auto Receivables 2022-2 Owner Trust – Data File and XML File Procedures

 

We have performed the procedures described below on the specified attributes in (i) an electronic data file entitled “2022-2 UWR01 B298 Jun2022 1-5B Reg ABII Short List 07062022.txt,” provided by the Company on July 6, 2022, containing information on 68,276 motor vehicle retail installment sale contracts secured by new and used Honda and Acura automobiles and light-duty trucks (the “Receivables”) as of June 30, 2022 (the “Data File”), and (ii) an electronic data file entitled “HAROT 2022-2 B298 Honda_ex102_Jun2022_Initial.csv,” provided by the Company on July 15, 2022, containing information on the Receivables as of June 30, 2022 (the “XML File”), which we were informed are intended to be included as collateral in the offering by Honda Auto Receivables 2022-2 Owner Trust. The Company is responsible for the specified attributes identified by the Company in the Data File and the XML File.

 

The Specified Parties have agreed to and acknowledged that the procedures performed are appropriate to meet their intended purpose of assisting specified parties in evaluating the accuracy of the specified attributes in the Data File and the XML File. This report may not be suitable for any other purpose. No other parties have agreed to or acknowledged the appropriateness of these procedures for the intended purpose or any other purpose.

 

The procedures performed may not address all the items of interest to a specified party of this report and may not meet the needs of all specified parties of this report and, as such, specified parties are responsible for determining whether the procedures performed are appropriate for their purposes. We make no representation regarding the appropriateness of the procedures either for the intended purpose or for any other purpose.

 

Unless otherwise stated, the following definitions have been adopted in presenting our procedures and findings:

 

·The term “compared” means compared to the information shown and found it to be in agreement, unless otherwise stated. Such compared information was deemed to be in agreement if differences were within the reporting threshold.

 

·The term “recomputed” means recalculated and compared the result to the information shown and found it to be in agreement, unless otherwise stated. Such recomputed information was deemed to be in agreement if differences were within the reporting threshold.

 

·The term “reporting threshold” means that dollar amounts and percentages were within $1.00 and 0.1%, respectively.

 

·The term “Initial Cutoff Date” means June 30, 2022.

 

·The term “DealerTrack” means the third-party software system used by the Company for the vehicle registration and titling process.

 

  KPMG LLP, a Delaware limited liability partnership and a member firm of the KPMG global organization of independent member firms affiliated with  
  KPMG International Limited, a private English company limited by guarantee  

  

 

 

 

 

·The term “AHFC Systems” means the Company’s computer systems and includes the Company’s Customer Account Servicing System (“CASS”), and/or Auto Finance Servicing System (“AF”).
  
·The term “Title Document” means a screenshot from DealerTrack or a scanned image of a document, which the Company represented as a document issued by a state, county, or city body, a tax assessor, or DMV that contains the following details:
  
The Company’s name in whole, part, or acceptable abbreviation appearing as the legal owner or lien holder; and,
  
The VIN, vehicle owner’s name, or account number.

 

·The term “Data File Instructions” means the instructions provided by the Company pertaining to a procedure, attribute, or methodology related to the Data File, as described in Exhibit B.
  
·The term “XML File Instructions” means the instructions provided by the Company pertaining to a procedure, attribute, or methodology related to the XML File, as described in Exhibit C.
  
·The term “Receivable File” means some or all of the following documents provided by the Company for each of the Selected Receivables (defined below): Installment Sale Contract, Revised Truth-In Lending Disclosures and Correction(s) to Your Account Letter, Origenate Approval Form, screen shots from AHFC Systems and DealerTrack, Title Document, and/or Credit Application. We make no representation regarding the validity or accuracy of these documents or the execution of these documents by the obligor.

 

·The term “Provided Information” means the Initial Cutoff Date, Data File Instructions, XML File Instructions, and Receivable File.

 

The procedures we were instructed by the Company to perform and the associated findings are as follows:

 

A.We randomly selected a sample of Receivables from the Data File, utilizing a confidence level of 99.0%, an expected error rate of 2.0%, and a maximum estimated error occurrence rate (the upper error limit) for each of the attributes not to exceed 5.0%, as instructed by the Company. The selection criteria resulted in a sample of 287 Receivables (the “Selected Receivables”). A listing of the Selected Receivables is attached hereto as Exhibit A.

 

B.For each Selected Receivable, we compared or recomputed the specified attributes from the Data File listed below to or using the corresponding information included in the Receivable File, until agreed, utilizing the Data File Instructions, as applicable. The Specified Parties indicated that the absence of any of the information in the Receivable File or the inability to agree the indicated information from the Data File to the Receivable File for each of the attributes identified, utilizing the Data File Instructions, as applicable, constituted an exception. The Receivable File documents are listed in the order of priority.

 

Attribute Receivable File/Data File Instructions
   
First Payment Date Installment Sale Contract
   
Receivable Number Installment Sale Contract
   
Original Amount Financed Installment Sale Contract
   
Number of Payments Installment Sale Contract, “Contract Information” screen shot from AHFC Systems, and Data File Instructions

 

2

 

 

 

 

Attribute Receivable File/Data File Instructions
   
Scheduled Monthly Payment Installment Sale Contract, Revised Truth-In Lending Disclosures and Correction(s) to Your Account Letter
   
Annual Percentage Rate (“APR”) Installment Sale Contract, Revised Truth-In Lending Disclosures and Correction(s) to Your Account Letter, Origenate Approval Form, and Data File Instructions
   
New vs. Used Installment Sale Contract, Title Application, “Contract Information” screen shot from AHFC Systems, and Data File Instructions
   
Collateral Type (Honda or Acura) Installment Sale Contract
   
Loan Type (Simple Interest) Installment Sale Contract and Data File Instructions
   
Origination Date Installment Sale Contract
   
Original Maturity Date Installment Sale Contract and Data File Instructions
   
Model Installment Sale Contract, “Collateral Information” screen shot from AHFC Systems
   
Current Maturity Date Installment Sale Contract, “Account Inquiry” screen shot from AHFC Systems and Data File Instructions
   
Legal Owner or Lien Holder Name Title Document and Data File Instructions

 

We found such information to be in agreement, except as listed in Exhibit D.

 

Based on the results of the procedures performed and the parameters included above, there is a 99.0% confidence level that the maximum estimated error occurrence rate for each of the attributes across the entire population of 68,276 Receivables does not exceed 5.0%. Because we are not engaged to express a conclusion, we do not offer a conclusion based on the application of a sampling technique.

 

C.For each Selected Receivable, we observed the presence of the following in the Receivable File:

 

·Credit Application
   
·Truth-in-Lending Disclosure Statement (in Installment Sale Contract or Revised Truth-In Lending Disclosures and Correction(s) to Your Account Letter)
   
·Signed Installment Sale Contract. We make no representation regarding the authenticity of the signature(s).

 

D.For each Selected Receivable, we compared or recomputed the specified attributes from the XML File listed below to or using the corresponding information included in the Receivable File, until agreed, utilizing the XML File Instructions, as applicable. The Specified Parties indicated that the absence of any of the information in the Receivable File or the inability to agree the indicated information from the XML File to the Receivable File for each of the attributes identified, utilizing the XML File Instructions, as applicable, constituted an exception. The Receivable File documents are listed in the order of priority.

 

3

 

 

 

 

Attribute Receivable File/XML File Instructions
   
Original Interest Rate Percentage Installment Sale Contract, Revised Truth-In Lending Disclosures and Correction(s) to Your Account Letter, Origenate Approval Form, and XML File Instructions
   
Next Interest Rate Percentage Installment Sale Contract, Revised Truth-In Lending Disclosures and Correction(s) to Your Account Letter, Origenate Approval Form, and XML File Instructions
   
Reporting Period Interest Rate Percentage Installment Sale Contract, Revised Truth-In Lending Disclosures and Correction(s) to Your Account Letter, Origenate Approval Form, and XML File Instructions
   
Origination Date Installment Sale Contract and XML File Instructions
   
First Payment Date Installment Sale Contract and XML File Instructions
   
Maturity Date Installment Sale Contract and XML File Instructions
   
Original Loan Term Installment Sale Contract and XML File Instructions
   
Grace Period Number Installment Sale Contract and XML File Instructions
   
Subvented “Accrual Group” screen shot from AHFC Systems and XML File Instructions
   
Current Delinquency Status “Delinquency Summary” screen shot showing effective date July 1, 2022, “Payment History” screen shot from AHFC Systems, and XML File Instructions

 

Based on the results of the procedures performed and the parameters included above, there is a 99.0% confidence level that the maximum estimated error occurrence rate for each of the attributes across the entire population of 68,276 Receivables does not exceed 5.0%. Because we are not engaged to express a conclusion, we do not offer a conclusion based on the application of a sampling technique.

 

We were engaged by the Company to perform this agreed-upon procedures engagement and conducted our engagement in accordance with attestation standards established by the American Institute of Certified Public Accountants, which involves us performing the specific procedures agreed to and acknowledged above and reporting on findings based on performing those procedures. We were not engaged to, and did not, conduct an examination or review, the objective of which would be the expression of an opinion or conclusion, respectively, on the specified attributes in the Data File and the XML File. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported.

 

We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements related to our agreed-upon procedures engagement.

 

The procedures performed were applied based on the information included in the Data File, the XML File, and Provided Information, without verification or evaluation of such information by us; therefore, we express no opinion or any other form of assurance regarding (i) the reasonableness of the information provided to us by the Company, (ii) the physical existence of the Receivables, (iii) the reliability or accuracy of the Provided Information, which was used in our procedures, or (iv) matters of legal interpretation.

 

4

 

 

 

 

The procedures performed were not intended to address, nor did they address: (i) the conformity of the origination of the Receivables to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) the value of collateral securing any such Receivables being securitized, (iii) the compliance of the originator of the Receivables with federal, state, and local laws and regulations, or (iv) any other factor or characteristic of the Receivables that would be material to the likelihood that the issuer of the asset-backed security will pay interest and principal in accordance with applicable terms and conditions. The procedures performed were not intended to satisfy any criteria for due diligence published by the nationally recognized statistical rating organizations (“NRSROs”).

 

The terms of our engagement are such that we have no responsibility to update this report because of events and circumstances that may subsequently occur.

 

This report is intended solely for the information and use of the Specified Parties. It is not intended to be and should not be used by any other person or entity, including investors or the NRSROs, who are not identified in the report as the Specified Parties but may have access to this report as required by law or regulation.

 

/s/ KPMG LLP

 

Irvine, California

August 2, 2022

 

5

 

 

Exhibit A

The Selected Receivables

 

Selected
Receivable

Number

 

 

Receivable
Number*

 

Selected Receivable

Number

 

 

Receivable Number*

 

Selected Receivable

Number

 

 

Receivable Number*

 

Selected Receivable

Number

 

 

Receivable Number*

 

Selected Receivable

Number

 

 

Receivable Number*

1  20222001  60  20222060  119  20222119  178  20222178  237  20222237
2  20222002  61  20222061  120  20222120  179  20222179  238  20222238
3  20222003  62  20222062  121  20222121  180  20222180  239  20222239
4  20222004  63  20222063  122  20222122  181  20222181  240  20222240
5  20222005  64  20222064  123  20222123  182  20222182  241  20222241
6  20222006  65  20222065  124  20222124  183  20222183  242  20222242
7  20222007  66  20222066  125  20222125  184  20222184  243  20222243
8  20222008  67  20222067  126  20222126  185  20222185  244  20222244
9  20222009  68  20222068  127  20222127  186  20222186  245  20222245
10  20222010  69  20222069  128  20222128  187  20222187  246  20222246
11  20222011  70  20222070  129  20222129  188  20222188  247  20222247
12  20222012  71  20222071  130  20222130  189  20222189  248  20222248
13  20222013  72  20222072  131  20222131  190  20222190  249  20222249
14  20222014  73  20222073  132  20222132  191  20222191  250  20222250
15  20222015  74  20222074  133  20222133  192  20222192  251  20222251
16  20222016  75  20222075  134  20222134  193  20222193  252  20222252
17  20222017  76  20222076  135  20222135  194  20222194  253  20222253
18  20222018  77  20222077  136  20222136  195  20222195  254  20222254
19  20222019  78  20222078  137  20222137  196  20222196  255  20222255
20  20222020  79  20222079  138  20222138  197  20222197  256  20222256
21  20222021  80  20222080  139  20222139  198  20222198  257  20222257
22  20222022  81  20222081  140  20222140  199  20222199  258  20222258
23  20222023  82  20222082  141  20222141  200  20222200  259  20222259
24  20222024  83  20222083  142  20222142  201  20222201  260  20222260
25  20222025  84  20222084  143  20222143  202  20222202  261  20222261
26  20222026  85  20222085  144  20222144  203  20222203  262  20222262
27  20222027  86  20222086  145  20222145  204  20222204  263  20222263
28  20222028  87  20222087  146  20222146  205  20222205  264  20222264
29  20222029  88  20222088  147  20222147  206  20222206  265  20222265
30  20222030  89  20222089  148  20222148  207  20222207  266  20222266
31  20222031  90  20222090  149  20222149  208  20222208  267  20222267
32  20222032  91  20222091  150  20222150  209  20222209  268  20222268
33  20222033  92  20222092  151  20222151  210  20222210  269  20222269
34  20222034  93  20222093  152  20222152  211  20222211  270  20222270
35  20222035  94  20222094  153  20222153  212  20222212  271  20222271
36  20222036  95  20222095  154  20222154  213  20222213  272  20222272
37  20222037  96  20222096  155  20222155  214  20222214  273  20222273
38  20222038  97  20222097  156  20222156  215  20222215  274  20222274
39  20222039  98  20222098  157  20222157  216  20222216  275  20222275
40  20222040  99  20222099  158  20222158  217  20222217  276  20222276
41  20222041  100  20222100  159  20222159  218  20222218  277  20222277
42  20222042  101  20222101  160  20222160  219  20222219  278  20222278
43  20222043  102  20222102  161  20222161  220  20222220  279  20222279
44  20222044  103  20222103  162  20222162  221  20222221  280  20222280
45  20222045  104  20222104  163  20222163  222  20222222  281  20222281
46  20222046  105  20222105  164  20222164  223  20222223  282  20222282
47  20222047  106  20222106  165  20222165  224  20222224  283  20222283
48  20222048  107  20222107  166  20222166  225  20222225  284  20222284
49  20222049  108  20222108  167  20222167  226  20222226  285  20222285
50  20222050  109  20222109  168  20222168  227  20222227  286  20222286
51  20222051  110  20222110  169  20222169  228  20222228  287  20222287
52  20222052  111  20222111  170  20222170  229  20222229      
53  20222053  112  20222112  171  20222171  230  20222230      
54  20222054  113  20222113  172  20222172  231  20222231      
55  20222055  114  20222114  173  20222173  232  20222232      
56  20222056  115  20222115  174  20222174  233  20222233      
57  20222057  116  20222116  175  20222175  234  20222234      
58  20222058  117  20222117  176  20222176  235  20222235      
59  20222059  118  20222118  177  20222177  236  20222236      

 

(*) The Company has assigned a unique eight digit Receivable Number to each Receivable in the Data File. The Receivable Numbers referred to in this Exhibit are not the Customer Account Numbers.

 

 

 

Exhibit B

Data File Instructions

 

Attribute Data File Instructions
Number of Payments In the event the Number of Payments did not agree to the number stated in the Installment Sale Contract, compare the Number of Payments to the number stated in the “Original Term” field on the “Contract Information” screen shot from AHFC Systems.
Annual Percentage Rate (“APR”) In the event the APR did not agree to the percentage stated in the Installment Sale Contract, compare the APR to the percentage stated in the Revised Truth-In Lending Disclosures and Correction(s) to Your Account Letter, or recompute the APR by subtracting the applicable percentage stated in the Rate Modifier section and adding the applicable percentage on the Max Rate Markup line from the percentage stated in the Program Rate line in the Origenate Approval Form. We compared the recomputed APR to the APR in the Data File.
New vs. Used Consider an entry of “C” or “U” in the Data File to be a Used vehicle, and an entry of “N” in the Data File to be a New vehicle.
Loan Type (Simple Interest) In the event Loan Type was not stated in the Installment Sale Contract, the Company informed us that Simple Interest is the only Loan Type available in AHFC Systems.
Original Maturity Date In the event the Original Maturity Date was not stated in the Installment Sale Contract, recompute the Original Maturity Date by adding the Original Term per the Installment Sale Contract to the First Payment Date stated in the Installment Sale Contract. We compared the recomputed Original Maturity Date to the Original Maturity Date in the Data File.
Current Maturity Date In the event the Current Maturity Date did not agree to the date stated in the Installment Sale Contract (i.e., the Original Maturity Date) or the recomputed Original Maturity Date, compare the Current Maturity Date to the date stated in the screen shot from AHFC Systems as of the Initial Cutoff Date.
Legal Owner or Lien Holder Name Consider variations due to spelling, abbreviation, truncation, punctuation of the full legal name as well as the addition of the PO Box city name to be acceptable.

 

 

 

Exhibit C

XML File Instructions

 

Attribute XML File Instructions
Original Interest Rate Percentage, Next Interest Rate Percentage, and Reporting Period Interest Rate Percentage In the event the Original Interest Rate Percentage, Next Interest Rate Percentage, and/or Reporting Period Interest Rate Percentage did not agree to the percentage stated in the Installment Sale Contract, compare the Original Interest Rate Percentage, Next Interest Rate Percentage, and/or Reporting Period Interest Rate Percentage to the percentage stated in the Revised Truth-In Lending Disclosures and Correction(s) to Your Account Letter, or recompute the Original Interest Rate Percentage, Next Interest Rate Percentage, and/or Reporting Period Interest Rate Percentage by subtracting the applicable percentage stated in the Rate Modifier section and adding the applicable percentage on the Max Rate Markup line from the percentage stated in the Program Rate line in the Origenate Approval Form. We compared the recomputed Original Interest Rate Percentage, Next Interest Rate Percentage, and/or Reporting Period Interest Rate Percentage to the Original Interest Rate Percentage, Next Interest Rate Percentage, and/or Reporting Period Interest Rate Percentage in the XML File.
Origination Date Compare the month and year of the Origination Date in the XML File to the month and year of the Origination Date in the Receivable File.
First Payment Date Compare the month and year of the First Payment Date in the XML File to the month and year of the First Payment Date in the Receivable File.
Maturity Date Compare the month and year of the Maturity Date in the XML File to the month and year of the Current Maturity Date in the Receivable File.
Original Loan Term Recompute the Original Loan Term as the difference in months between the “DATEMAT” and the “DATEORIG” fields in the Data File. We compared the recomputed Original Loan Term to the Original Loan Term in the XML File.
Grace Period Number Recompute the Grace Period Number as the difference in months between the “DATEFPAY” and the “DATEORIG” fields in the Data File. We compared the recomputed Grace Period Number to the Grace Period Number in the XML File.
Subvented Compare the “Original Unearned Amount” field in the “Accrual Group” screen shot from AHFC Systems to the value in the “subvented” field in the XML File. If the “Original Unearned Amount” field contained an amount greater than zero, consider the Selected Receivable as Subvented. If the “Original Unearned Amount” field was blank, consider the Selected Receivable as not Subvented.

 

 

 

Exhibit C (cont’d)
XML File Instructions

 

Attribute XML File Instructions
Current Delinquency Status

In the event the “Total Days Past Due” field in the “Delinquency Summary” screen shot from AHFC Systems did not agree to the value in the “currentDelinquencyStatus” field in the XML File, recompute the Current Delinquency Status by subtracting the latest payment due date prior to the Initial Cutoff Date in the “Payment History” screen shot from AHFC Systems from the Initial Cutoff Date. Compare the recomputed Current Delinquency Status to the “Current Delinquency Status” field in the XML File.

 

In the event the recomputed Current Delinquency Status did not agree to the value in the “currentDelinquencyStatus” field in the XML File, the Company informed us that the difference is due to the timing of payment processing or payment reversal.

 

To determine the day a payment is posted, a cut-off time is established a few hours before the end of the day to allow for batch processing and reconciliation of payments in AHFC systems. When the cut-off time is reached, the Current Delinquency Status in AHFC Systems is advanced by one day (or two days on Monday to account for Sunday being a non-processing day) to reflect the Current Delinquency Status at the end of the day, and payments received after the cut-off time will have a posting date of the following day.

 

For purposes of comparing Current Delinquency Status for such instances, recompute the Current Delinquency Status by adding the number of days between the Initial Cutoff Date and the date the payment was processed/posted in AHFC Systems to the Current Delinquency Status in AHFC Systems as of the immediately preceding day before the Initial Cutoff Date. We compared the recomputed Current Delinquency Status to the “Current Delinquency Status” field in the XML File.

 

In the event a payment was made prior to the Initial Cutoff Date and was subsequently reversed after the Initial Cutoff Date, observe the effective date of the payment reversal on the “Payment History” screen shot from AHFC Systems. We then compared the “Total Days Past Due” field in the “Delinquency Summary” screen shot from AHFC Systems as of the effective date of the payment reversal to the “currentDelinquencyStatus” field in the XML File.

 

 

 

Exhibit D
Exception List (Data File)

 

Selected
Receivable
Number
  Receivable
Number
  Attribute  Per
Data File
  Per
Receivable File
105  20222105  Origination Date  12/18/2020  12/12/2020

 

 



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