Table of Contents:
I. Overview:
A. What are Asset-Backed Securities?
B. Securities Act Registration
C. Disclosure
D. Communications during the Offering Process
E. Ongoing Reporting under the Exchange Act
F. Other Miscellaneous Amendments
II. Background and Development of ABS and Regulatory
III. Discussion of the Proposals:
A. Securities Act Registration
1. Current Requirements
2. Definition of Asset-Backed Security
a. Basic Definition
b. Nature of the Issuing Entity
c. Delinquent and Non-Performing Pool Assets
d. Lease-Backed Securitizations and Residual Values
e. Exceptions to the "Discrete" Requirement
3. Securities Act Registration Statements
a. Form Types
b. Presentation of Disclosure in Base Prospectuses and
c. Form S-3 Eligibility Requirements for ABS
d. Determining the "Issuer" and Required Signatures
4. Foreign ABS
5. Proposed Exclusion from Exchange Act Rule 15c2-8(b)
6. Registration of Underlying Pool Assets
a. Current Requirements
b. Proposal for When Registration Is Required
c. Proposed Exceptions from Disclosure and Delivery Conditions
B. Disclosure
1. Proposed Regulation AB
2. Forepart of Registration Statement and Prospectus
3. Transaction Parties
a. Sponsor
b. Depositor
c. Issuing Entity and Transfer of Asset Pool
d. Servicers
e. Trustees
f. Originators
g. Other Transaction Parties and Scope of Disclosure
4. Pool Assets
a. Pool Composition
b. Sources of Pool Cash Flow
c. Changes to the Asset Pool
d. Rights and Claims Regarding the Pool Assets
5. Transaction Structure
6. Significant Obligors
7. Credit Enhancement and other Support
8. Other Basic Disclosure Items
SEC_CODE_REF_0090001192884
a. Tax Matters
b. Legal Proceedings
c. Affiliations and Certain Relationships and Related
d. Ratings
e. Reports and Additional Information
9. Alternatives to Present Third Party Financial Information
a. Incorporation by Reference
b. Reference Information
C. Communications during the Offering Process
1. ABS Informational and Computation Material
b. Proposed Exemptive Rule
c. Proposed Definition of ABS Informational and
d. Proposed Conditions for Use
e. Proposed Filing Requirements
2. Research Reports
b. Proposed ABS Research Report Safe Harbor
D. Ongoing Reporting under the Exchange Act
2. Determing the "Issuer" and Operation of the Section 15(d)
3. Reporting on EDGAR
4. Distribution Reports on Form 10-D
5. Annual Reports on Form 10-K
6. Certifications under Section 302 of the Sarbanes-Oxley Act
7. Report of Compliance with Servicing Criteria and Accountant's
b. Proposed Assessment and Attestation of Servicing
c. Attestation Report on Assessment of Compliance
d. Alternative Proposal
8. Current Reporting on Form 8-K
a. Items Requiring Current Disclosure
b. Clarifying Amendments to Existing Items
c. Proposed New Items
d. Safe Harbor and Eligibility to Use Form S-3
9. Other Exchange Act Reporting Amendments
a. Proposed Exclusion from Form 10-Q
b. Proposed Exemptions from Section 16
c. Proposals Regarding Transition Reports
E. Other Miscellaneous Amendments
F. Transition Period
G. General Request for Comment
IV. Paperwork Reduction Act
V. Cost Benefit Analysis
VI. Consideration of Impact on the Economy, Burden on
VII. Regulatory Flexibility Analysis Certification
A.
