Application of Regulation AB. Regulation AB (Rule
229.1100 through 229.1123) is the source of various disclosure items and requirements
securities" filings under the Securities Act of 1933 (the "Securities
Act") and the Securities Exchange Act of 1934
(the "Exchange Act"). Unless otherwise specified,
definitions to be used in this Regulation AB, including the definition of "asset-backed
security," are set forth in Item 1101.
Presentation of historical delinquency and loss information. Several Items
in Regulation AB call for the presentation of historical information and data
on delinquencies and loss information. In providing such information:
Present delinquency experience in 30 or 31 day increments,
as applicable, beginning at least with assets that are 30 or 31 days delinquent,
through the point that assets are written off or charged off as uncollectable.
At a minimum, present such information by number of accounts and dollar amount.
Present statistical information in a tabular or graphical format, if such presentation
will aid understanding.
Disclose the total amount of delinquent assets as a percentage of the
aggregate asset pool.
Present loss and cumulative loss information, as applicable, regarding
charge-offs, charge-off rate, gross losses, recoveries and net losses (with
a description of how these terms are defined), the number and amount of assets
experiencing a loss and the number and amount of assets with a recovery, the
ratio of aggregate net losses to average portfolio balance and the average
of net loss on all assets that have experienced a net loss.
Categorize all delinquency and loss information by pool asset type.
In a registration statement under the Securities Act or
the Exchange Act or in a prospectus to be filed pursuant to Rule
charge-offs and uncollectable accounts are defined or determined, addressing
the effect of any grace period, re-aging, restructure, partial payments considered
current or other practices on delinquency and loss experience.
Describe any other material information regarding delinquencies and losses
particular to the pool asset type(s), such as repossession information, foreclosure
information and real estate owned (REO) or similar information.
Presentation of certain third party financial information. If financial
information of a third party is required in a filing by Item 1112(b) of this
Regulation AB (Information regarding significant obligors) or Items
1114(b)(2) or 1115(b) of this Regulation AB (Information regarding significant provider
of enhancement or other support), such information, in lieu of including such
information, may be provided as follows:
Incorporation by reference. If the following conditions
are met, you may incorporate by reference (by means of a statement to that
effect) the reports
filed by the third party (or the entity that consolidates the third party)
pursuant to section 13(a) or 15(d) of the Exchange Act:
Such third party or the entity that consolidates the third party is required
to file reports with the Commission pursuant to section 13(a) or 15(d) of the
Such third party or the entity that consolidates the third party has
filed all reports and other materials required to be filed by such requirements
during the preceding 12 months (or such shorter period that such party was
required to file such reports and materials).
The reports filed by such third party, or entity that consolidates the
third party, include (or properly incorporate by reference) the financial statements
of such third party.
If incorporated by reference into a prospectus or registration statement,
the prospectus also states that all documents subsequently filed by such third
party, or the entity that consolidates the third party, pursuant to section
13(a) or 15(d) of the Exchange Act prior to the termination of the offering
also shall be deemed to be incorporated by reference into the prospectus.
Instructions to Item 1100(c)(1):
In addition to the conditions in paragraph (c)(1)
of this section, any information incorporated by reference must comply with
all applicable Commission
rules pertaining to incorporation by reference, such as Item
10(d) of Regulation
S-K, Rule 303 of Regulation
S-T, Rule 411 of Regulation C, and Rules
12b-23 and 12b-32 under the
In addition, any applicable requirements under the
Securities Act or the rules and regulations of the Commission regarding the
filing of a written
consent for the use of incorporated material apply to the material incorporated
reference. See, for example, Rule 230.439 of this chapter.
Any undertakings set forth in Item
512 of Regulation S-K apply to any material incorporated by reference
in a registration statement or prospectus.
If neither the third party nor any of its affiliates
has had a direct or indirect agreement, arrangement, relationship or understanding,
otherwise, relating to the ABS transaction, and neither the third party nor
any of its affiliates is an affiliate of the sponsor, depositor, issuing
entity or underwriter of the ABS transaction, then paragraph (c)(1)(ii) of
is qualified by the knowledge of the registrant.
If you are relying on paragraph (c)(1) of this section
to provide information required by Item 1112 of this Regulation AB regarding a significant obligor
that is an asset-backed issuer and the pool assets relating to such significant
obligor are asset-backed securities, then for purposes of paragraph (c)(1)(iii)
of this section, the term "financial statements" means the information
required by Instruction 3 of Item 1112 of this Regulation AB. Such information
required by Instruction 3.a. of Item 1112 of this Regulation AB may be incorporated
by reference from a prospectus that contains such information and is included
in an effective Securities Act registration statement or filed pursuant to
Rule 230.424 of this chapter.
Reference information for significant obligors. If the
third party information relates to a significant obligor and the following
conditions are met, you
may include a reference to the third party's periodic reports (or the third
party's parent with respect to paragraph (c)(2)(ii)(C) of this section) under
section 13(a) or 15(d) of the Exchange Act that
are on file with the Commission (or otherwise publicly available with respect
to paragraph (c)(2)(ii)(F) of this section), along with a statement of how
those reports may be accessed, including the third party's name and Commission
file number, if applicable (See, e.g., Item 1118 of this Regulation AB):
Neither the third party nor any of its affiliates has had a direct or
indirect agreement, arrangement, relationship or understanding, written or
otherwise, relating to the asset-backed securities transaction, and neither
the third party nor any of its affiliates is an affiliate of the sponsor, depositor,
issuing entity or underwriter of the asset-backed securities transaction.
To the knowledge of the registrant, any of the following is true:
The third party is eligible to use Form
S-3 or F-3 (Rule 239.13 or 239.33 of this chapter) for a primary offering of non-investment
pursuant to General Instruction I.B.1 of such forms.
The third party meets the requirements of General Instruction I.A. of
Form S-3 or General Instructions 1.A.1, 2, 3, 4 and 6 of Form F-3 and the pool
assets relating to such third party are non-convertible investment grade[[Page
1599 securities, as described in General Instruction 1.B.2 of Form S-3 or Form
If the third party does not meet the conditions of
paragraph (c)(2)(ii)(A) or (c)(2)(ii)(B) of this section and the pool assets
relating to the third
party are fully and unconditionally guaranteed by a direct or indirect parent
of the third party, General Instruction I.C.3 of Form
S-3 or General Instruction
I.A.5(iii) of Form F-3 is met with respect to the pool assets relating to
such third party and the requirements of Rule
3-10 of Regulation S-X are satisfied regarding the information in the
If the pool assets relating to the third party are guaranteed by a wholly
owned subsidiary of the third party and the subsidiary does not meet the
conditions of paragraph (c)(2)(ii)(A) or (c)(2)(ii)(B) of this section, the
either paragraph (c)(2)(ii)(A) or paragraph (c)(2)(ii)(B) of this section
are met with respect to the third party and the requirements of Rule
S-X are satisfied regarding the information
in the reports to be referenced.
The pool assets relating to such third party are asset-backed
securities and the third party is filing reports pursuant to section 12 or
15(d) of the
Exchange Act and has filed all the material that
would be required to be filed pursuant to section 13, 14 or 15(d) of the
Exchange Act for a period of at least twelve
months and any portion of a month immediately preceding the filing referencing
the third party's reports (or such shorter period that such third party was
required to file such materials).
The third party is a U.S. government-sponsored enterprise,
has outstanding securities held by non-affiliates with an aggregate market
value of $75 million
or more, and makes information publicly available on an annual and quarterly
basis, including audited financial statements prepared in accordance with
generally accepted accounting principles covering the same periods that would
for audited financial statements under Regulation S-X (Rule
210.1-01 through 210.12-29 of
this chapter) and non-financial information consistent with that required
by Regulation S-K (Rule 229.10 through 229.1123).
Instruction to Item 1100(c)(2).
If you are relying on paragraph (c)(2)(ii)(E)
of this section because the pool assets relating to such third party are
asset-backed securities, then for purposes of a registration statement under
Act or the Exchange Act or a prospectus to be filed pursuant to Rule
230.424 for your securities, you also must include a reference (including Commission
reporting number and filing date) to the prospectus for the third party asset-backed
Is either included in an effective Securities Act registration
statement or filed pursuant to Rule 230.424 of
this chapter; and
Contains the information required by Instruction 3.a. of Item
this Regulation AB.
Other participants to the transaction and pool assets representing interests
in certain other asset pools.
If the asset-backed securities transaction involves additional or intermediate
parties not specifically identified in this Regulation AB, the disclosure required
by this Regulation AB includes information to the extent material regarding
any such party and its role, function and experience in relation to the asset-backed
securities and the asset pool. Describe the material terms of any agreement
with such party regarding the transaction, and file such agreement as an exhibit.
If the asset pool backing the asset-backed securities includes
one or more pool assets representing an interest in or the right to the payments
or cash flows of another asset pool, then for purposes of this Regulation AB
and Rule 240.13a-18 and 240.15d-18 of this chapter, references to the asset pool and the pool
assets of the issuing entity also include the other asset pool and its pool
if the following conditions are met:
Both the issuing entity for the asset-backed securities and the entity
issuing the pool asset to be included in the issuing entity's asset pool were
established under the direction of the same sponsor or depositor.
The pool asset was created solely to satisfy legal requirements or otherwise
facilitate the structuring of the asset-backed securities transaction.
Instruction to Item 1100(d)(2).
Reference to the underlying asset pool includes, without limitation, compliance
with applicable servicing criteria referenced in Rule
240.13a-18 and 240.15d-18 of this chapter and the servicer compliance statement required
Item 1123 of this Regulation AB. In addition, provide clear and concise disclosure,
including by flow chart or other illustration, of the transaction and the
various parties involved.
Foreign asset-backed securities. If the asset-backed securities
are issued by a foreign issuer (as defined in Rule
230.405 of this chapter),
backed by pool assets that are foreign assets, or affected by enhancement or
contemplated by Items 1114 or 1115 of
this Regulation AB provided by a foreign entity, then in providing the disclosure
required by this Regulation AB (including,
but not limited to, Items 1104 and 1110 of
this Regulation AB regarding origination and securitization practices, Item
1107 of this Regulation AB regarding the
sale or transfer of the pool assets, bankruptcy remoteness and collateral
Item 1108 of this Regulation AB regarding servicing, Item
1109 of this Regulation
AB regarding the rights, duties and responsibilities of the trustee, Item
1111 of this Regulation AB regarding the terms, nature and treatment of
assets and Items 1114 or 1115 of
this Regulation AB, as applicable, regarding the enhancement provider), the
filing must describe any pertinent governmental,
legal or regulatory or administrative matters and any pertinent tax matters,
exchange controls, currency restrictions or other economic, fiscal, monetary
or potential factors in the applicable home jurisdiction that could materially
affect payments on, the performance of, or other matters relating to, the
assets contained in the pool or the asset-backed securities. See also Instruction
2 to Item 202 of Regulation S-K.
In addition, in a registration statement under the Securities Act, provide
the information required by Item
101(g) of Regulation S-K .
Disclosure also is required in Forms 10-D (Rule 249.312 of this chapter)
and 10-K (Rule 249.310 of
this chapter) with respect to the asset-backed securities regarding any material
impact caused by foreign legal and regulatory developments during the period
covered by the report which have not been previously described in a Form
10-K or 8-K (Rule 249.308 of this chapter) filed under the Exchange Act.
Filing of required exhibits. Where agreements or other documents
in this Regulation AB are specified to be filed as exhibits to a Securities
statement, such final agreements or other documents, if applicable, may be
incorporated by reference as an exhibit to the registration statement, such
as by filing a Form 8-K in the case of offerings registered on Form S-3 (Rule
239.13 of this chapter).
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