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
III. Discussion
A. Securities Act Registration
1. Current Requirements
2. Definition of Asset-Backed Security
3. Securities Act Registration Statements
4. Foreign ABS
5. Exclusion from Exchange Act Rule 15c2-8(b)
6. Registration of Underlying Pool Assets
7. Market-Making Transactions
B. Disclosure
1. 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. Originators
4. Static Pool Information
a. Disclosure Required
b. Method of Presentation
5. 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
6. Transaction Structure
7. Significant Obligors
8. Credit Enhancement and other Support
9. Other Basic Disclosure Items
a. Tax Matters
b. Legal Proceedings
c. Affiliations and Certain Relationships and Related
d. Ratings
e. Reports and Additional Information
10. Alternatives to Present Third Party Financial Information
SEC_CODE_REF_0090001192884
a. Incorporation by Reference
b. Reference Information
C. Communications during the Offering Process
1. ABS Informational and Computation Material
a. Current Requirements
b. Exemptive Rule
c. Definition of ABS Informational and Computational Material
d. Conditions for Use
e. Filing Requirements
2. Research Reports
b. ABS Research Report Safe Harbor
3. Other Communications during the Offering Process
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 on Assessment of Compliance with Servicing Criteria
a. Background
b. Our Proposal and Overview of Revised Approach
c. Assessment and Attestation of Servicing Compliance
d. Attestation Report on Assessment of Compliance
8. Current Reporting on Form 8-K
a. Items Requiring Current Disclosure
b. Clarifying Amendments to Existing Items
c. New Items
d. Safe Harbor and Eligibility to Use Form S-3
9. Other Exchange Act Reporting Amendments
a. Exclusion from Form 10-Q
b. Exemptions from Section 16
c. Transition Reports
E. Other Miscellaneous Amendments
F. Transition Period
IV.-VIII.
IV. Paperwork Reduction Act
V. Cost Benefit Analysis
VI. Consideration of Burden
VII. Regulatory Flexibility
VIII. Statutory Authority
A.
