sale. Short Sale refers to the process in which a servicer works
with a delinquent obligor to sell the property prior to the
foreclosure sale.
    (j) Information related to loss mitigation exit. If the loan has
exited loss mitigation efforts during the reporting period, provide
the following addition information:
    (1) Loss mitigation exit date. Provide the date on which the
servicer deems a loss mitigation effort to have ended.
    (2) Loss mitigation exit code. Indicate the code that describes
the reason the loss mitigation effort ended.
    (k) Information related to loans in the foreclosure process.
    (1) Attorney referral date. Provide the date on which the loan
was referred to a foreclosure attorney.
    (2) Date of first legal action. Provide the date on which legal
foreclosure action was taken.
    (3) Expected foreclosure sale date. Provide the expected date if
known on which the foreclosure sale will take place.
    (4) Foreclosure sale scheduled date. Provide the date on which
the sale has been set to occur either by the court or Trustee.
    (5) Foreclosure sale date. Provide the date on which a
foreclosure sale occurs.
    (6) Foreclosure delay reason. Indicate the code that describes
the reason for delay within the foreclosure process.
    (7) Sale valid date. If state law provides for a period for
confirmation, ratification, redemption or upset period, provide the
date of the end of the period.
    (8) Foreclosure bid amount. Provide the amount bid by the
servicer at the foreclosure sale.
    (9) Foreclosure exit date. If the loan exited foreclosure during
the current period or first available subsequent period, provide the
date on which the loan exited foreclosure.
    (10) Foreclosure exit reason. If the loan exited foreclosure
during the current period or first available subsequent period,
indicate the code that describes the reason the foreclosure
proceeding ended.
    (11) Third-party sale proceeds. If the reason for the end of
foreclosure proceeding

is third-party sale, provide the amount for which the property was
sold.
    (12) Judgment date. In a judicial foreclosure state, if a
judgment on the foreclosure has occurred, provide the date on which
a court granted the judgment in favor of the creditor.
    (13) Publication date. Provide the date on which the publication
of trustee's sale information is published in the appropriate venue.
    (14) NOI date. If a notice of intent (NOI) has been sent,
provide the date on which the servicer sent the NOI correspondence
to the obligor informing the obligor of the acceleration of the loan
and pending initiation of foreclosure action.
    (l) Information related to REO. If the loan is REO, provide the
following additional information. REO (Real Estate Owned) refers to
property owned by a lender after an unsuccessful sale at a
foreclosure auction.
    (1) Most recent REO list date. Provide the most recent listing
date for the REO.
    (2) Most recent REO list price. Provide the amount of the
current listing price for the REO.
    (3) Accepted REO offer amount. If a REO offer has been accepted,
provide the amount accepted for the REO sale.
    (4) Accepted REO offer date. If a REO offer has been accepted,
provide the date on which the REO sale amount was accepted.
    (5) REO original list date. Provide the original list date for
the REO property.
    (6) REO original list price. Provide the amount of the original
listing price for the REO.
    (7) Actual REO sale closing date. If a REO sale is closed,
provide the date of the closing of the REO sale.
    (8) Gross liquidation proceeds. If a REO sale has closed,
provide the gross amount due to the issuing entity as reported on
line 420 of the HUD-1 settlement statement.
    (9) Net sales proceeds. If a REO sale has closed, provide the
net proceeds received from the escrow closing (before servicer
reimbursement).
    (10) Current monthly loss amount passed to issuing entity.
Provide the cumulative loss amount passed through to the issuing
entity during the current period, including subsequent loss
adjustments and any forgiven principal as a result of a modification
that is passed through to the issuing entity.
    (11) Cumulative total loss amount passed to issuing entity.
Provide the loss amount passed through to the issuing entity to
date, including any forgiven principal as a result of a modification
that is passed through to the issuing entity.
    (12) Subsequent recovery amount. Provide the current period
amount recovered subsequent to the initial gain/loss recognized at
the time of liquidation.
    (13) Eviction start date. If an eviction process has begun,
provide the date on which the servicer initiates eviction of the
obligor.
    (14) Eviction completed date. If an eviction process has been
completed, provide the date on which the court revoked legal
possession of the property from the obligor.
    (15) REO exit date. If a loan exited REO during the current
period or first available subsequent period, provide the date on
which the loan exited REO status.
    (16) REO exit reason. If a loan exited REO during the current
period or first available subsequent period, indicate the code that
describes the reason the loan exited REO status.
    (m) Information related to losses.
    (1) Information related to loss claims.
    (i) Interest advanced. Provide the amount of interest advanced
that is reimbursed to the servicer.
    (ii) UPB at liquidation. Provide the amount of actual unpaid
principal balance (UPB) at the time of liquidation.
    (iii) Servicing fees claimed. Provide the amount of accrued
servicing fees (claimed at time of servicer reimbursement after
liquidation).
    (iv) Attorney fees claimed. Provide the amount of total attorney
fees advanced by the servicer to be recovered (claimed at time of
servicer reimbursement after liquidation).
    (v) Attorney cost claimed. Provide the amount of total attorney
cost advanced by the servicer to be recovered (claimed at time of
servicer reimbursement after liquidation).
    (vi) Property taxes claimed. Provide the amount of real property
taxes advanced by the servicer to be recovered (claimed at time of
servicer reimbursement after liquidation).
    (vii) Property maintenance. Provide the amount of total property
maintenances such as lawn care, trash removal, snow removal, etc.,
(claimed at time of servicer reimbursement after liquidation).
    (viii) Insurance premiums claimed. Provide the amount of
advances paid by the servicer for any type of insurance (claimed at
time of servicer reimbursement after liquidation).
    (ix) Utility expenses claimed. Provide the amount of utilities
advanced paid by the servicer (claimed at time of servicer
reimbursement after liquidation).
    (x) Appraisals or BPO expenses claimed. Provide the amount of
cost advanced by the servicer for appraisal and/or broker's
professional opinion (BPO) expenses (claimed at time of servicer
reimbursement after liquidation).
    (xi) Property inspection expenses claimed. Provide the amount of
cost advanced by the servicer for property inspection expenses
(claimed at time of servicer reimbursement after liquidation).
    (xii) Miscellaneous expenses claimed. Provide the amount of
miscellaneous expenses advanced by the servicer that do not fit into
any other category (claimed at time of servicer reimbursement after
liquidation).
    (xiii) Pre-securitization servicing advances claimed. Provide
the amount of unreimbursed advances by the servicer prior to the
securitization of the deal (claimed at time of servicer
reimbursement after liquidation).
    (xiv) REO management fees. If the loan is in REO, provide the
amount of REO management fees (including auction fees).
    (xv) Cash for keys/cash for deed. Provide the amount of the
payment to the obligor or tenants in exchange for vacating the
property, or the payment to the obligor to accelerate a deed-in-lieu
process or complete a redemption period.
    (xvi) Performance incentive fees. Provide the amount of payment
to the servicer in exchange for carrying out a deed-in-lieu or short
sale.
    (2) Information related to loss recoveries.
    (i) Positive escrow balance. Provide the amount of escrow
balance at the time of loss claim (report only if positive).
    (ii) Suspense balance. Provide the total dollar amount held in
suspense at the time of liquidation.
    (iii) Hazard claims proceeds. Provide the amount of hazard loss
proceeds collected.
    (iv) Pool insurance claim proceeds. Provide the amount of pool
claim proceeds collected.
    (v) Private mortgage insurance claim proceeds. Provide the
amount of private mortgage insurance claim proceeds collected.
    (vi) Property tax refunds. Provide the amount of property tax
refunds collected.
    (vii) Insurance refunds. Provide the amount of insurance premium
refunds collected.
    (3) Bankruptcy loss amount. Provide the amount of any realized
loss resulting from a deficient valuation or debt service reduction.
    (4) Special hazard loss amount. Provide the amount of any
realized loss suffered by a mortgaged property that is classified as
a special hazard in the governing documents.
    (n) Information related to mortgage insurance claims. If a
mortgage insurance claim (MI claim) has been submitted to the
primary mortgage insurance company for reimbursement, provide the
following additional information:
    (1) MI claim filed date. Provide the date on which the servicer
filed an MI claim.
    (2) MI claim amount. Provide the amount of the MI claim filed by
the servicer.
    (3) MI paid date. If a MI claim has been paid, provide the date
on which the MI company paid the MI claim.
    (4) MI claim paid amount. If a MI claim has been decided,
provide the amount of the claim paid by the MI company.
    (5) MI claim denied/rescinded date. If a MI claim has been
denied or rescinded, provide the final MI denial date after all
servicer appeals.
    (6) Marketable title transferred to MI date. If the deed of a
property has been sent to the MI company, provide the date of actual
title conveyance to the MI company.
    Item 3. Commercial mortgages. If the asset pool contains
commercial mortgages, also provide the following data for each asset
in the asset pool:
    (a) Information related to the loan.
    (1) Current remaining term. Provide the number of months until
the earlier of the scheduled loan maturity or the current hyper-
amortizing date.
    (2) Number of properties. Provide the current number of
properties which serve as mortgage collateral for the loan.
    (3) Current hyper-amortizing date. Provide the current
anticipated repayment date, after which principal and interest may
amortize at an accelerated rate, and/or interest expense to
mortgagor increases substantially as per the loan documents.
    (4) Information related to ARMs.
    (i) Rate at next reset. Provide the annualized gross interest
rate that will be used to determine the next scheduled interest
payment.

    (ii) Next interest rate change date. Provide the next date that
the interest rate is scheduled to change.
    (iii) Payment at next reset. Provide the principal and interest
payment due after the next scheduled interest rate change.
    (iv) Next payment change date. Provide the next date that the
amount of scheduled principal and/or interest is scheduled to
change.
    (2) Negative amortization/deferred interest capitalized amount.
Indicate the amount for the current reporting period that represents
negative amortization or deferred interest that is added to the
principal balance.
    (i) Cumulative deferred interest. Indicate the cumulative
deferred interest for the current and prior reporting cycles net of
any deferred interest collected.
    (ii) Deferred interest collected. Indicate the amount of
deferred interest collected in the current reporting period.
    (b) Workout strategy. Indicate the code that best describes the
steps being taken to resolve the loan.
    (c) Information related to modifications.
    (1) Date of last modification. Provide the date of the most
recent modification. A modification includes any material change to
the loan documents.
    (2) Modification code. Indicate the code that describes the type
of loan modification.
    (3) Modified note rate. Indicate the new initial interest rate
(post-modification).
    (4) Modified payment amount. Indicate the new initial principal
and interest payment amount (post-modification).
    (5) Modified maturity date. Indicate the new maturity date of
the loan (post- modification).
    (6) Modified amortization period. Indicate the new amortization
period in months (post-modification).
    (d) Information related to the property. Provide the following
information for each of the properties that collateralizes a loan
identified above.
    (1) Property name. Provide the name of the property which serves
as mortgage collateral. If the property has been defeased, then
populate with ``defeased.''
    (2) Property geographic location. Provide the zip code of the
location of the property.
    (3) Property type. Indicate the code that describes how the
property is being used.
    (4) Net rentable square feet. Provide the net rentable square
feet area of a property.
    (5) Number of units/beds/rooms. Provide the number of units/
beds/rooms of a property.
    (6) Year built. Provide the year that the property was built.
    (7) Valuation amount. The valuation amount of the property as of
the valuation date.
    (8) Valuation date. The date the valuation amount was
determined.
    (9) Physical occupancy. Provide the percentage of rentable space
occupied by tenants. Should be derived from a rent roll or other
document indicating occupancy.
    (10) Property status. Specify the code that describes the status
of the property.
    (11) Defeasance status. Indicate the code that describes the
defeasance status. A defeasance option is when an obligor may
substitute other income-producing property for the real property
without pre-paying the existing loan.
    (12) Financial information related to the property. Provide the
following information as of the most recent date available.
    (i) Financial reporting begin date. Specify the beginning date
of the financial information presented in response to this
subparagraph.
    (ii) Financial period reporting end date. Specify the ended date
of the financial information presented in response to this
subparagraph.
    (iii) Revenue. Provide the total underwritten revenue from all
sources for a property.
    (iv) Operating expenses. Provide the total operating expenses.
Include real estate taxes, insurance, management fees, utilities,
and repairs and maintenance.
    (v) Net operating income. Provide the total revenues less total
underwritten operating expenses prior to application of mortgage
payments and capital items for all properties.
    (vi) Net cash flow. Provide the total revenue less the total
operating expenses and capital costs.
    (vii) NOI/NCF indicator. Indicate the code that best describes
how net operating income and net cash flow were calculated.
    (viii) DSCR (NOI). Provide the ratio of net operating income to
debt service during the reporting period.
    (ix) DSCR (NCF). Provide the ratio of net cash flow to debt
service during the reporting period.
    (x) DSCR indicator. Indicate the code that describes how the
debt service coverage ratio was calculated.
    (13) Largest tenant. Identify the tenant that leases the largest
square feet of the property (based on the most recent annual lease
rollover review).
    (14) Square feet of largest tenant. Provide total square feet
leased by the largest tenant.
    (15) Lease expiration of largest tenant. Provide the date of
lease expiration for the largest tenant.
    (16) Second largest tenant. Identify the tenant that leases the
second largest square feet of the property (based on the most recent
annual lease rollover review).
    (17) Square feet of second largest tenant. Provide total square
feet leased by the second largest tenant.
    (18) Lease expiration of second largest tenant. Provide the date
of lease expiration for the second largest tenant.
    (19) Third largest tenant. Identify the tenant that leases the
third largest square feet of the property (based on the most recent
annual lease rollover review).
    (20) Square feet of third largest tenant. Provide total square
feet leased by the third largest tenant.
    (21) Lease expiration of third largest tenant. Provide the date
of lease expiration for the third largest tenant.
    Item 4. Automobile loans. If the asset pool contains vehicle
loans, provide the following data for each loan in the asset pool:
    (a) Subvented. Indicate yes or no as to whether a form of
subsidy is received on the loan, such as cash incentives or
favorable financing for the obligor.
    (b) Amounts recovered. If the loan was previously charged-off,
specify any amounts received after charge-off.
    (c) Repossessed. Indicate yes or no whether the vehicle has been
repossessed. If the vehicle has been repossessed, provide the
following additional information:
    (1) Repossession proceeds. Provide the total amount of proceeds
received on disposition.
    (2) Repossession fees. Provide the amount of fees paid in
connection with the repossession and disposition of the vehicle.
    Item 5. Automobile leases.
    If the asset pool contains vehicle leases, provide the following
data for each lease in the asset pool:
    (a) Subvented. Indicate yes or no as to whether a form of
subsidy is received on the loan, such as cash incentives or
favorable financing for the obligor.
    (b) Updated residual value. If the residual value of the vehicle
was updated during the reporting period, provide the updated value.
    (c) Source of updated residual value. Specify the code that
describes the source of the residual value.
    (d) Termination indicator. Specify the code that describes the
reason why the lease was terminated.
    (e) Excess wear and tear received. Specify the amount of excess
wear and tear fees received upon return of the vehicle.
    (f) Excess mileage received. Specify the amount of excess
mileage fees received upon return of the vehicle.
    (g) Sales proceeds. If the vehicle has been sold, specify the
amount of proceeds received on sale of the vehicle.
    (h) Lease term extension indicator. Indicate whether the lease
term has been extended from the original term.
    (i) Amounts recovered. If the loan was previously charged-off,
specify any amounts received after charge-off.
    Item 6. Equipment loans.
    If the asset pool contains equipment loans, provide the
following data for each loan in the asset pool:
    (a) Liquidation proceeds. If the loan has been liquidated,
specify the amount of proceeds received.
    (b) Amounts recovered. If the loan was previously charged-off,
specify any amounts received after charge-off.
    Item 7. Equipment leases.
    If the asset pool contains equipment leases, provide the
following data for each lease in the asset pool:
    (a) Updated residual value. If the residual value of the
equipment was updated during the reporting period, provide the
updated value.
    (b) Source of updated residual value. Specify the code that
describes the source of the residual value.
    (c) Termination indicator. Specify the code that describes the
reason why the lease was terminated.
    (d) Liquidation proceeds. If the asset has been liquidated,
specify the amount of proceeds received.
    (e) Amounts recovered. If the asset was previously charged-off,
specify any amounts received after charge-off.
    Item 8. Student loans.

    If the asset pool contains student loans, provide the following
data for each loan in the asset pool:
    (a) Current obligor payment status. Indicate the code describing
whether the obligor payment status is in-school, grace period,
deferral, forbearance or repayment.
    (b) Capitalized interest. Specify the amount of interest accrued
to be capitalized during the reporting period.
    (c) If there is activity related to a guarantor, provide the
following additional information:
    (1) Principal collections from guarantor. Provide the amount of
principal received from the guarantor during this reporting period.
    (2) Interest claims received from guarantor. Provide the amount
of interest claims received from guarantor during this reporting
period.
    (3) Claim in process. Indicate yes or no whether a claim is in
process.
    (4) Claim outcome. Indicate yes or no whether a claim has been
rejected.
    Item 9. Floorplan financings.
    If the asset pool contains receivables arising from floorplan
financings, provide the following data for each loan in the asset
pool:
    (a) Liquidation proceeds. If the loan has been liquidated,
specify the amount of proceeds received.
    (b) Amounts recovered. If the loan was previously charged-off,
specify any amounts received after charge-off.
    (c) Updated credit score information. Provide updated credit
score information, if available.
    (1) Credit score type. Specify the type of the standardized
credit score used to evaluate the obligor.
    (2) Most recent credit score. Provide the most recent credit
score of the obligor.
    (3) Most recent credit score date. Provide the date of the most
recently obtained credit score of the obligor.
    Item 10. Resecuritizations.
    If the registrant's pool assets include asset-backed securities
of another issuer, provide asset-level performance information as
specified in this Schedule L-D and Item 1121(d) for the assets
backing those securities.
    23. Amend Sec.  229.1122 by:
    a. Revising paragraph (c)(1);
    b. Redesignating paragraph (c)(2) as paragraph (c)(3);
    c. Adding new paragraph (c)(2);
    d. Adding new paragraph (d)(1)(v);
    e. Redesignating, in Instructions to Item 1122, instructions 1,
2, and 3 as instructions 2, 3, and 4; and
    f. Adding a new instruction 1.

    The revision and additions read as follows:

Sec.  229.1122  (Item 1122) Compliance with applicable servicing
criteria.

* * * * *
    (c) Additional disclosure for the Form 10-K report.
    (1) If any party's report on assessment of compliance with
servicing criteria required by paragraph (a) of this section, or
related registered public accounting firm attestation report required
by paragraph (b) of this section, identifies any material instance of
noncompliance with the servicing criteria, identify the material
instance of noncompliance in the report on Form 10-K. Also disclose
whether the identified instance involved the servicing of the assets
backing the asset-backed securities covered in this Form 10-K report.
    (2) Discuss any steps taken to remedy a material instance of
noncompliance previously identified by an asserting party for its
activities with respect to asset-backed securities transactions taken
as a whole involving such party and that are backed by the same asset
type backing the asset-backed securities.
* * * * *
    (d) * * *
    (1) * * *
    (v) Aggregation of information is mathematically accurate and the
information conveyed accurately reflects the information.
* * * * *
    Instructions to Item 1122: 1. The assessment should cover all
asset-backed securities transactions involving such party and that are
backed by the same asset type backing the class of asset-backed
securities which are the subject of the Commission filing. The
asserting party may take into account divisions among transactions that
are consistent with actual practices. However, if the asserting party
includes in its platform less than all of the transactions backed by
the same asset type that it services, a description of the scope of the
platform should be included in the assessment.
* * * * *

PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

    24. The authority citation for Part 230 continues to read, in part,
as follows:

    Authority:  15 U.S.C. 77b, 77c, 77d, 77f, 77g, 77h, 77j, 77r,
77s, 77z-3, 77sss, 78c, 78d, 78j, 78l, 78m, 78n, 78o, 78t, 78w,
78ll(d), 78mm, 80a-8, 80a-24, 80a-28, 80a-29, 80a-30, and 80a-37,
unless otherwise noted.
* * * * *

Sec.  230.139a  [Amended]

    25. Amend Sec.  230.139a by
    a. Removing the phrase ``General Instruction I.B.5 of Form S-3
(Sec.  239.13 of this chapter) (``S-3 ABS'')'' in the introductory text
and adding in its place the phrase ``Form SF-3 (Sec.  239.13 of this
chapter)(``SF-3 ABS''); and
    b. Removing the phrase ``S-3 ABS'' and adding in its place the
phrase ``SF-3 ABS'' everywhere it appears.
    26. Amend Sec.  230.144 by adding a sentence to the end of
paragraph (c)(2) to read as follows:

Sec.  230.144  Persons deemed not to be engaged in a distribution and
therefore not underwriters.

* * * * *
    (c) * * *
    (2) Non-reporting issuers. * * * If the securities to be sold are
structured finance products, as defined in Securities Act Rule
144A(a)(8)(Sec.  230.144A(a)(8)), then the following two conditions
must be satisfied:
    (i) An underlying transaction agreement grants any purchaser, any
security holder and a prospective purchaser designated by a security
holder the right to obtain from the issuer promptly, upon request of
the purchaser or holder, information as would be required if the
offering were registered on Form S-1 or Form SF-1 under the Securities
Act and any ongoing information regarding the securities that would be
required by Section 15(d) of the Exchange Act if the issuer were
required to report under that section;
    (ii) An issuer must represent that it will provide such information
to any purchaser, security holder, or prospective purchaser, upon
request of the purchaser or holder.
* * * * *
    27. Amend Sec.  230.144A by
    a. Adding paragraph (a)(8);
    b. Adding paragraph (d)(4) (iii); and
    c. Adding paragraph (f).
    The additions read as follows:

Sec.  230.144A  Private resales of securities to institutions.

* * * * *
    (a) * * *
    (8) For purposes of this section, a ``structured finance product''
means
    (i) A synthetic asset-backed security; or
    (ii) A fixed-income or other security collateralized by any pool of
self liquidating financial assets, such as loans, leases, mortgages,
and secured or unsecured receivables, which entitles the security
holders to receive payments that depend on the cash flow from the
assets, including--
    (A) An asset-backed security as used in Item 1101(c) of Regulation
AB (Sec.  229.1101(c)),
    (B) A collateralized mortgage obligation,
    (C) A collateralized debt obligation,
    (D) A collateralized bond obligation,
    (E) A collateralized debt obligation of asset-backed securities,
    (F) A collateralized debt obligation of collateralized debt
obligations; or

    (G) A security that at the time of the offering is commonly known
as an asset-backed security or a structured finance product.
* * * * *
    (d) * * *
    (4) * * *
    (iii) If the securities offered or sold are structured finance
products, then the requirements of paragraph (d)(4)(i) of this section
shall be satisfied if:
    (A) An underlying transaction agreement grants any initial
purchaser, any security holder and a prospective purchaser designated
by a security holder the right to obtain from the issuer promptly, upon
request of the purchaser or holder, information as would be required if
the offering were registered on Form S-1 or Form SF-1 under the
Securities Act and any ongoing information regarding the securities
that would be required by Section 15(d) of the Exchange Act if the
issuer were required to report under that section;
    (B) The issuer represents that it will provide such information
that is required by paragraph (d)(4)(ii)(A) of this section, upon
request of the purchaser or holder.
* * * * *
    (f)(1) If the securities offered or sold are structured finance
products, the issuer shall file with the Commission a notice of the
initial placement of securities that are represented as eligible for
resale in reliance on this rule containing the information required by
Form 144A-SF (17 CFR 239.144A). The notice shall be signed by the
issuer and filed no later than 15 calendar days after the first sale of
securities in the offering, unless the end of that period falls on a
Saturday, Sunday or holiday, in which case the due date shall be the
first business day following such period.
    (2) If the issuer fails to file Form 144A-SF as required under
paragraph (f)(1) of this section, then the exemption under this section
will not be available for subsequent resales of newly issued structured
finance products of the issuer or any affiliate of the issuer until the
notice that was required to be filed has been filed with the
Commission.

Sec.  230.167  [Amended]

    28. Amend Sec.  230.167 in paragraph (a) by revising the phrase
``meeting the requirements of General Instruction I.B.5 of Form S-3
(Sec.  239.13 of this chapter) and registered under the Act on Form S-3
pursuant to Sec.  230.415'' to read ``registered on Form SF-3 pursuant
to Sec.  230.415(a)(1)(vii)''.
    29. Amend Sec.  230.190 by:
    a. Revising paragraph (b)(1);
    b. Removing the phrase ``securities; and'' in paragraph (b)(6) and
adding in its place ``securities.'';
    c. Removing paragraph (b)(7);
    d. Redesignating paragraph (c) introductory text as paragraph
(c)(1) and paragraphs (c)(1) through (4) as paragraphs (c)(1)(i)
through (iv); and
    e. Adding new paragraph (c)(2).
    The revision and addition read as follows:

Sec.  230.190  Registration of underlying securities in asset-backed
securities transactions.

* * * * *
    (b) * * *
    (1) If the offering of asset-backed securities is registered on
Form SF-3 (Sec.  239.45 of this chapter), the offering of the
underlying securities itself must be eligible to be registered under
Form SF-3 (Sec.  239.45), Form S-3 (Sec.  239.13 of this chapter), or
F-3 (Sec.  239.33 of this chapter) as a primary offering of such
securities;
* * * * *
    (c)(1) * * *
    (2) Notwithstanding paragraph (c)(1) of this section, if the pool
assets for the asset-backed securities are collateral certificates or
special units of beneficial interests, those collateral certificates or
special units of beneficial interests must be registered concurrently
with the registration of the asset-backed securities. However, pursuant
to Securities Act Rule 457(s) (Sec.  230.457(s) of this chapter) no
separate registration fee for the certificates or special units of
beneficial interest is required to be paid.
    30. Add Sec.  230.192 to read as follows:

Sec.  230.192  Information relating to privately-issued structured
finance products.

    (a) If an issuer of structured finance products (as defined in 17
CFR 230.144A(a)) has represented and covenanted to provide information
pursuant to Rule 503(b)(3) of Regulation D (Sec.  230.503(b)(3)), or
has represented and covenanted to provide information pursuant to Rule
144A(d)(4)(iii) (Sec.  230.144A(d)(4)(iii)) or Rule 144(c)(2) (Sec.
230.144(c)(2)), then the issuer must provide such information, upon
request of the purchaser or security holder.
    (b) A failure to provide the information as required in paragraph
(a) of this section would constitute an engagement in a transaction,
practice, or course of business which operates or would operate as a
fraud or deceit upon the purchaser of the securities.
    31. Amend Sec.  230.401 by:
    a. Revising the phrase ``and (g)(3)'' in paragraph (g)(1) to read
``,(g)(3), and (g)(4)''; and
    b. Adding paragraph (g)(4).
    The addition reads as follows:

Sec.  230.401  Requirements as to proper form.

* * * * *
    (g) * * *
    (4) Notwithstanding that the registration statement may have been
declared effective previously, requirements as to proper form under
this section will have been violated for:
    (i) Any offering of securities where the requirements of General
Instructions I.A.1 and 2 of Form SF-3 have not been met as of the last
day of the most recent fiscal quarter prior to the offering; or
    (ii) For any offering of securities where the requirement of
General Instruction I.A.4 of Form SF-3 has not been met as of ninety
days after the end of the depositor's fiscal year end prior to such
offering.

Sec.  230.405  [Amended]

    32. Amend Sec.  230.405 by removing the phrase ``or Rule 431 (Sec.
230.431);'' in paragraph (1) of the definition of a ``free writing
prospectus'' and adding in its place the phrase ``Rule 430D (Sec.
230.430D), or Rule 431(Sec.  230.431);''.
    33. Amend Sec.  230.415 by:
    a. Revising paragraph (a)(1)(vii);
    b. Revising paragraph (a)(1)(ix); and
    c. Adding paragraph (a)(1)(xii).
    The revisions and addition read as follows:

Sec.  230.415  Delayed or continuous offering and sale of securities.

    (a) * * *
    (1) * * *
    (vii) Asset-backed securities (as defined in 17 CFR 229.1101)
registered (or qualified to be registered) on Form SF-3 (Sec.  239.45
of this chapter) which are to be offered and sold on an immediate or
delayed basis by or on behalf of the registrant; Instructions to
paragraph (a)(1)(vii): The requirements of General Instruction I.B.1(c)
of Form SF-3 (Sec.  239.45 of this chapter) must be met for any
offerings of an asset-backed security (as defined in 17 CFR 229.1101)
registered in reliance on paragraph (a)(1)(vii). In accordance with
those instructions, with respect to each offering of securities, the
chief executive officer of the depositor shall certify that that to his
or her knowledge, the securitized assets backing the issue have
characteristics that provide a reasonable basis to believe that they
will produce, taking into account internal credit enhancements, cash
flows at times and in amounts necessary to service any payments of the
securities as described in the prospectus; and that he or she has
reviewed the necessary prospectus and documents for this certification.
* * * * *

    (ix) Securities, other than asset-backed securities (as defined in
17 CFR 229.1101), the offering of which will be commenced promptly,
will be made on a continuous basis and may continue for a period in
excess of 30 days from the date of initial effectiveness;
* * * * *
    (xii) Asset-backed securities (as defined in 17 CFR 229.1101) which
are to be offered and sold on a continuous basis if the offering is
commenced promptly and being conducted on the condition that the
consideration paid for such securities will be promptly refunded to the
purchaser unless
    (A) All of the securities being offered are sold at a specified
price within a specified time, and
    (B) The total amount due to the seller is received by him by a
specified date.
* * * * *
    34. Amend Sec.  230.424 by:
    a. Adding in paragraph (b)(2) the phrase ``or, in the case of
asset-backed securities, Rule 430D (Sec.  230.430D)'' after the phrase
``in reliance on Rule 430B (Sec.  230.430B)''.
    b. Revising the phrase in the instruction following the note to
paragraph (b)(8) of Rule 424 ``mortgage-related securities on a delayed
basis under Sec.  230.415(a)(1)(vii) or asset-backed securities on a
delayed basis under Sec.  230.415(a)(1)(x)'' to read ``asset-backed
securities on a delayed basis under Sec.  230.415(a)(1)(vii)''; and
    c. Adding paragraph (h).
    The addition reads as follows:

Sec.  230.424  Filing of prospectuses, number of copies.

* * * * *
    (h) Three copies of a form of prospectus relating to an offering of
asset-backed securities on a delayed basis pursuant to Sec.
230.415(a)(1)(vii) that contains substantially all the information
previously omitted from the prospectus, or substantially all the
information except for the omission of information with respect to the
offering price, underwriting discounts or commissions, discounts or
commissions to dealers, amount of proceeds or other matters dependent
upon the offering price, filed as part of an effective registration
statement as required by Rule 430D (Sec.  230.430D) shall be filed with
the Commission by a means reasonably calculated to result in filing at
least five business days before the date of the first sale in the
offering, or if used earlier, the second business day after first use.
    Instruction to paragraph (h): The filing requirements of paragraph
(h) do not apply if a filing is made solely to add fees pursuant to
Securities Act Rule 457 (Sec.  230.457) and for no other purpose.

Sec.  230.430B  [Amended]

    35. Amend Sec.  230.430B in paragraph (a) by removing the phrase
``Rule 415(a)(1)(vii) or (a)(1)(x) (Sec.  230.415(a)(1)(vii) or
(a)(1)(x))'' and adding in its place the phrase ``Rule 415(a)(1)(x)
(Sec.  230.415(a)(1)(x))''; and by removing the phrase ``(a)(1)(vii)
or''.

Sec.  230.430C  [Amended]

    36. Amend Sec.  230.430C by adding the phrase ``or Rule 430D (Sec.
230.430D) directly after the phrase ``in reliance on Rule 430B (Sec.
230.430B)''.
    37. Add Sec.  230.430D to read as follows:

Sec.  230.430D  Prospectus in a registration statement after effective
date for asset-backed securities offerings.

    (a)(1) A form of prospectus filed as part of a registration
statement for offerings of asset-backed securities pursuant to Rule
415(a)(1)(vii) (Sec.  230.415(a)(1)(vii)) may omit from the information
required by the form to be in the prospectus information that is
unknown or not reasonably available to the issuer pursuant to Rule 409
(Sec.  230.409), provided that with respect to each offering pursuant
to such registration statement, the issuer has filed with the
Commission substantially all the information previously omitted from
the prospectus filed as part of an effective registration statement
relating to each offering that is required to be in the prospectus
(except for the omission of information with respect to the offering
price, underwriting discounts or commissions, discounts or commissions
to dealers, amount of proceeds or other matters dependent upon the
offering price) at least five business days in advance of the first
sale in the offering in accordance with Rule 424(h) (Sec.  230.424(h)).
    (2) If a material change occurs in the information provided in
accordance with paragraph (a)(1) of this section, other than price,
five additional days before the first sale in the offering must elapse
from the date information reflecting the change and containing
substantially all the information required to be in the prospectus
(except for the information with respect to offering price,
underwriting discounts or commissions, discounts or commissions to
dealers, amount of proceeds or other matters dependent upon the
offering price) is filed with the Commission pursuant to Rule 424(h)
(Sec.  230.424(h)). Such form of prospectus shall be deemed to have
been filed as part of the registration statement for the purpose of
section 7 of the Act.
    (b) A form of prospectus filed as part of a registration statement
that omits information in reliance upon paragraph (a) of this section
meets the requirements of section 10 of the Act for the purpose of
section 5(b)(1) thereof. This provision shall not limit the information
required to be contained in a form of prospectus in order to meet the
requirements of section 10(a) of the Act for the purposes of section
5(b)(2) thereof or exception (a) of section 2(a)(10) thereof.
    (c) Information omitted from a form of prospectus in reliance on
paragraph (a) of this section and is contained in a form of prospectus
required to be filed with the Commission pursuant to Rule 424(b)(2) or
(b)(5) must contain all of the information that is required to be
included in the prospectus pursuant to the requirements of the
registration statement.
    (d)(1) Except as provided in paragraph (d)(2) of this section,
information omitted from a form of prospectus that is part of an
effective registration statement in reliance on paragraph (a) of this
section may be included subsequently in the prospectus that is part of
a registration statement by:
    (i) A post-effective amendment to the registration statement;
    (ii) A form of prospectus filed pursuant to Rule 424(h) (Sec.
230.424(h));
    (iii) A prospectus filed pursuant to Rule 424(b) (Sec.
230.424(b)); or
    (iv) If the applicable form permits, including the information in
the issuer's periodic or current reports filed pursuant to section 13
or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or
78o(d)) that are incorporated or deemed incorporated by reference into
the prospectus that is part of the registration statement in accordance
with the applicable requirements, subject to the provisions of
paragraph (h) of this section.
    (2) Information omitted from a form of prospectus that is part of
an effective registration statement in reliance on paragraph (a) of
this section that adds a new structural feature or credit enhancement
must be included subsequently in the prospectus that is part of a
registration statement by a post-effective amendment to the
registration statement.
    (e)(1) Information omitted from a form of prospectus that is part
of an effective registration statement in reliance on paragraph (a) of
this section and contained in a form of prospectus required to be filed
with the Commission pursuant to Rule 424(b), other than as provided in
paragraph (f) of this section, shall be deemed part of and included in
the registration

statement as of the date such form of filed prospectus is first used
after effectiveness.
    (2) Information omitted from a form of prospectus that is part of
an effective registration statement in reliance on paragraph (a) of
this section and contained in a form of prospectus required to be filed
with the Commission pursuant to Rule 424(h) shall be deemed part of and
included in the registration statement as of the date such form of
filed prospectus is filed with the Commission pursuant to Rule 424(h)
or, if used earlier than the date of filing, the date it is first used
after effectiveness.
    (f)(1) Information omitted from a form of prospectus that is part
of an effective registration statement in reliance on paragraph (a) of
this section, and is contained in a form of prospectus required to be
filed with the Commission pursuant to Rule 424(b)(2) or (b)(5), shall
be deemed to be part of and included in the registration statement on
the earlier of the date such subsequent form of prospectus is first
used or the date and time of the first contract of sale of securities
in the offering to which such subsequent form of prospectus relates.
    (2) The date on which a form of prospectus is deemed to be part of
and included in the registration statement pursuant to paragraph (f)(1)
of this section shall be deemed, for purposes of liability under
section 11 of the Act of the issuer and any underwriter at the time
only, to be a new effective date of the part of such registration
statement relating to the securities to which such form of prospectus
relates, such part of the registration statement consisting of all
information included in the registration statement and any prospectus
relating to the offering of such securities (including information
relating to the offering in a prospectus already included in the
registration statement) as of such date and all information relating to
the offering included in reports and materials incorporated by
reference into such registration statement and prospectus as of such
date, and in each case not modified or superseded pursuant to Rule 412
(Sec.  230.412). The offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
    (3) If a registration statement is amended to include or is deemed
to include, through incorporation by reference or otherwise, except as
otherwise provided in Rule 436 (Sec.  230.436), a report or opinion of
any person made on such person's authority as an expert whose consent
would be required under section 7 of the Act because of being named as
having prepared or certified part of the registration statement, then
for purposes of this section and for liability purposes under section
11 of the Act, the part of the registration statement for which
liability against such person is asserted shall be considered as having
become effective with respect to such person as of the time the report
or opinion is deemed to be part of the registration statement and a
consent required pursuant to section 7 of the Act has been provided as
contemplated by section 11 of the Act.
    (4) Except for an effective date resulting from the filing of a
form of prospectus filed for purposes of including information required
by section 10(a)(3) of the Act or pursuant to Item 512(a)(1)(ii) of
Regulation S-K (Sec.  229.512(a)(1)(ii) of this chapter), the date a
form of prospectus is deemed part of and included in the registration
statement pursuant to this paragraph shall not be an effective date
established pursuant to paragraph (f)(2) of this section as to:
    (i) Any director (or person acting in such capacity) of the issuer;
    (ii) Any person signing any report or document incorporated by
reference into the registration statement, except for such a report or
document incorporated by reference for purposes of including
information required by section 10(a)(3) of the Act or pursuant to Item
512(a)(1)(ii) of Regulation S-K (such person except for such reports
being deemed not to be a person who signed the registration statement
within the meaning of section 11(a) of the Act).
    (5) The date a form of prospectus is deemed part of and included in
the registration statement pursuant to paragraph (f)(2) of this section
shall not be an effective date established pursuant to paragraph (f)(2)
of this section as to:
    (i) Any accountant with respect to financial statements or other
financial information contained in the registration statement as of a
prior effective date and for which the accountant previously provided a
consent to be named as required by section 7 of the Act, unless the
form of prospectus contains new audited financial statements or other
financial information as to which the accountant is an expert and for
which a new consent is required pursuant to section 7 of the Act or
Rule 436; and
    (ii) Any other person whose report or opinion as an expert or
counsel has, with their consent, previously been included in the
registration statement as of a prior effective date, unless the form of
prospectus contains a new report or opinion for which a new consent is
required pursuant to section 7 of the Act or Rule 436.
    (g) Notwithstanding paragraph (e) or (f) of this section or
paragraph (a) of Rule 412, no statement made in a registration
statement or prospectus that is part of the registration statement or
made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the
registration statement after the effective date of such registration
statement or portion thereof in respect of an offering determined
pursuant to this section will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or modify any
statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such
document immediately prior to such effective date.
    (h) Where a form of prospectus filed pursuant to Rule 424(b)
relating to an offering does not include disclosure of omitted
information regarding the terms of the offering, the securities or the
plan of distribution for the securities that are the subject of the
form of prospectus, because such omitted information has been included
in periodic or current reports filed pursuant to section 13 or 15(d) of
the Securities Exchange Act of 1934 incorporated or deemed incorporated
by reference into the prospectus, the issuer shall file a form of
prospectus identifying the periodic or current reports that are
incorporated or deemed incorporated by reference into the prospectus
that is part of the registration statement that contain such omitted
information. Such form of prospectus shall be required to be filed,
depending on the nature of the incorporated information, pursuant to
Rule 424(b)(2) or (b)(5).
    (i) Issuers relying on this section shall furnish the undertakings
required by Item 512(a) of Regulation S-K.
    38. Amend Sec.  230.433 by
    a. Revising in paragraph (b)(1)(i) the phrase ``I.B.5, I.C., or
I.D. thereof'' to read ``I.C., or I.D. thereof or on Form SF-3 (Sec.
239.45 of this chapter)''; and
    b. Revising in paragraph (c)(1)(i) the phrase ``Rule 430B or Rule
430C) (Sec.  230.430B or Sec.  230.430C)'' to read ``Rule 430B, Rule
430C or Rule 430D)(Sec.  230.430B, Sec.  230.430C, or Sec.
230.430D)''.
    39. Amend Sec.  230.456 by adding paragraph (c) to read as follows:

Sec.  230.456  Date of filing; timing of fee payment.

* * * * *

    (c)(1) Notwithstanding paragraph (a) of this section, an asset-
backed issuer that registers asset-backed securities offerings on Form
SF-3 (Sec.  239.45), may, but is not required to, defer payment of all
or any part of the registration fee to the Commission required by
section 6(b)(2) of the Act on the following conditions:
    (i) If the issuer elects to defer payment of the registration fee,
it shall pay the registration fees (pay-as-you-go registration fees)
calculated in accordance with Rule 457(s) in advance of or in
connection with an offering of securities from the registration
statement at the time of filing the prospectus pursuant to Rule 424(h)
for the offering; and
    (ii) The issuer reflects the amount of the pay-as-you-go
registration fee paid or to be paid in accordance with paragraph
(c)(1)(i) of this section by updating the ``Calculation of Registration
Fee'' table to indicate the class and aggregate offering price of
securities offered and the amount of registration fee paid or to be
paid in connection with the offering or offerings on the cover page of
a prospectus filed pursuant to Rule 424(h).
    40. Amend Sec.  230.457 by adding paragraphs (s) and (t) to read as
follows:

Sec.  230.457  Computation of fee.

* * * * *
    (s) Where securities are asset-backed securities being offered
pursuant to a registration statement on Form SF-3 (Sec.  239.45), the
registration fee is to be calculated in accordance with this section.
When the issuer elects to defer payment of the fees pursuant to Rule
456(c), the ``Calculation of Registration Fee'' table in the
registration statement must indicate that the issuer is relying on Rule
456(c) but does not need to include the number of units of securities
or the maximum aggregate offering price of any securities until the
issuer updates the ``Calculation of Registration Fee'' table to reflect
payment of the registration fee, including a pay-as-you-go registration
fee in accordance with Rule 456(c). The registration fee shall be
calculated based on the fee payment rate in effect on the date of the
fee payment.
    (t) Where the securities to be offered are collateral certificates
or special unit of beneficial interest underlying asset-backed
securities (as defined in Sec.  229.1101(c)) which are being registered
concurrently, no separate fee for the certificates or special units of
beneficial interest shall be payable.
    41. Amend Sec.  230.501 by adding paragraph (i) to read as follows:

Sec.  230.501  Definitions and terms used in Regulation D.

* * * * *
    (i) Structured finance product. A ``structured finance product''
means
    (1) A synthetic asset-backed security; or
    (2) A fixed-income or other security collateralized by any pool of
self liquidating financial assets, such as loans, leases, mortgages,
and secured or unsecured receivables, which entitles the security
holders to receive payments that depend on the cash flow from the
assets, including--
    (i) An asset-backed security as used in Item 1101(c) of Regulation
AB (Sec.  229.1101(c));
    (ii) A collateralized mortgage obligation;
    (iii) A collateralized debt obligation;
    (iv) A collateralized bond obligation;
    (v) A collateralized debt obligation of asset-backed securities;
    (vi) A collateralized debt obligation of collateralized debt
obligations; or
    (vii) A security that at the time of the offering is commonly known
to the trade as an asset-backed security or a structured finance
product.
    42. Amend Sec.  230.502 by revising paragraph (b)(1) and adding
paragraph (b)(3) to read as follows:

Sec.  230.502  General conditions to be met.

* * * * *
    (b)(1) When information must be furnished. If the issuer sells
securities other than structured finance products under Sec.  230.505
or Sec.  230.506 to any purchaser that is not an accredited investor,
the issuer shall furnish the information specified in paragraph (b)(2)
of this section to such purchaser a reasonable time prior to sale. The
issuer is not required to furnish the information specified in
paragraph (b)(2) of this section to purchasers when it sells securities
under Sec.  230.504, or to any accredited investor. If the issuer sells
structured finance products under Sec.  230.506, the issuer shall
comply with the information requirements specified in paragraph (b)(3)
of this section with respect to each purchaser a reasonable time prior
to sale.

    Note to Sec.  230.502(b)(1): When an issuer provides information
to investors pursuant to this paragraph (b)(1), it should consider
providing such information to accredited investors as well, in view
of the anti-fraud provisions of the federal securities laws.

* * * * *
    (3) If the issuer sells securities that are structured finance
products under Sec.  230.506, the following conditions apply:
    (i) The underlying transaction agreement shall contain a provision
that grants any purchaser in the offering the right to obtain from the
issuer promptly, upon the purchaser's or security holder's request,
information that would be required if the offering were registered on
Form S-1 or Form SF-1 under the Securities Act; and
    (ii) The issuer shall represent that such information required in
paragraph (b)(3)(i) shall be provided to any purchaser in the offering,
upon the purchaser's request.
* * * * *

PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR
ELECTRONIC FILINGS

    43. The authority citation for Part 232 is revised to read as
follows:

    Authority:  15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 77sss(a),
78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll(d), 79t(a), 80a-8, 80a-
29, 80a-30, 80a-37, and 7201 et seq.; and 18 U.S.C. 1350.

    44. Amend Sec.  232.11 by adding a definition for ``Asset Data
File'' in alphabetical order to read as follows:

Sec.  232.11   Definition of terms used in part 232.

* * * * *
    Asset Data File. The term Asset Data File means the machine-
readable computer code that presents information in eXtensible Markup
Language (XML) electronic format pursuant to, with respect to any
registration statement on Form SF-1 (Sec.  239.44) or Form SF-3 (Sec.
239.45), Items 1111(h) and 1111(i) (Sec.  229.1111(h) and 229.1111(i)
of this chapter) or, with respect to any distribution report on Form
10-D, Items 1121(d) and 1121(e) (Sec.  229.1121(d) and Sec.
229.1121(e) of this chapter).
* * * * *
    45. Amend Sec.  232.101 by:
    a. Adding paragraphs (a)(1)(xiv) and (a)(1)(xv); and
    b. Removing from the note following paragraph (a)(3) the phrase
``F-2 and F-3 (see Sec. Sec.  239.12, 239.13, 239.16b, 239.32 and
239.33 of this chapter'' and adding in its place the phrase ``SF-3, F-2
and F-3 (see Sec. Sec.  239.12, 239.13, 239.16b, 239.32, 239.33, and
239.45 of this chapter''.
    The additions read as follows:

Sec.  232.101  Mandated electronic submissions and exceptions.

    (a) * * *
    (1) * * *
    (xiv) Asset Data File (as defined in Sec.  232.11 of this chapter).
    (xv) Waterfall Computer Program (as defined in Sec.  229.1113(h)(1)
of this chapter).
* * * * *

    46. Amend Sec.  232.201 by:
    a. Revising paragraph (a) introductory text;
    b. Removing from Note 1 to paragraph (b) the phrase ``and F-3 (see
Sec. Sec.  239.12, 239.13, 239.16b, 239.32 and 239.33'' and adding in
its place the phrase ``F-3, and SF-3 (see Sec. Sec.  239.12, 239.13,
239.16b, 239.32, 239.33, and 239.45''; and
    c. Adding paragraph (d).
    The revision and addition read as follows:

Sec.  232.201   Temporary hardship exemption.

    (a) If an electronic filer experiences unanticipated technical
difficulties preventing the timely preparation and submission of an
electronic filing, other than a Form 3 (Sec.  249.103 of this chapter),
a Form 4 (Sec.  249.104 of this chapter), a Form 5 (Sec.  249.105 of
this chapter), a Form ID (Sec. Sec.  239.63, 249.446, 269.7 and 274.402
of this chapter), a Form TA-1 (Sec.  249.100 of this chapter), a Form
TA-2 (Sec.  249.102 of this chapter), a Form TA-W (Sec.  249.101 of
this chapter), a Form D (Sec.  239.500 of this chapter), an Interactive
Data File (Sec.  232.11 of this chapter), a Form 144A-SF (Sec.
239.144A of this chapter) an Asset Data File (as defined in Sec.
232.11 of this chapter), or a Waterfall Computer Program (as defined in
Sec.  229.1113(h) of this chapter), the electronic filer may file the
subject filing, under cover of Form TH (Sec. Sec.  239.65, 249.447,
269.10 and 274.404 of this chapter), in paper format no later than one
business day after the date on which the filing was to be made.
* * * * *
    (d) If an electronic filer experiences unanticipated technical
difficulties preventing the timely preparation and submission of an
Asset Data File (as defined in Sec.  232.11 of this chapter) or a
Waterfall Computer Program (as defined in Sec.  229.1113(h) of this
chapter), required pursuant to, with respect to any registration
statement on Form SF-1 (Sec.  239.44 of this chapter) or Form SF-3
(Sec.  239.45 of this chapter), Items 1111(h) and 1111(i) (Sec.
229.1111(h) and 229.1111(i) of this chapter) or, with respect to any
distribution report on Form 10-D, Item 1121(d) and Item 1121(e) (Sec.
229.1121(d) and 229.1121(e) of this chapter), the electronic filer
still can timely satisfy the requirement to submit the Asset Data File
or the Waterfall Computer Program in the following manner by:
    (1) Posting on a Web site the Asset Data File or the Waterfall
Computer Program unrestricted as to access and free of charge;
    (2) Specifying the Web site address in the required exhibit for the
Asset Data File or the Waterfall Computer Program;
    (3) Providing the following legend in the required exhibit for the
Asset Data File or the Waterfall Computer Program; and

IN ACCORDANCE WITH THE TEMPORARY HARDSHIP EXEMPTION PROVIDED BY RULE
201 OF REGULATION S-T, THE DATE BY WHICH THE ASSET DATA FILE OR THE
COMPUTER WATERFALL PROGRAM IS REQUIRED TO BE SUBMITTED HAS BEEN
EXTENDED BY SIX BUSINESS DAYS.
    (4) Submitting the required Asset Data File or the Waterfall
Computer Program no later than six business days after the Asset Data
File or the Waterfall Computer Program originally was required to be
submitted.

Sec.  232.202  [Amended]

    47. Amend Sec.  232.202 in paragraph (a) introductory text by
revising the phrase ``or a Form D (Sec.  239.500 of this chapter)'' to
read ``a Form D (Sec.  239.500 of this chapter), a Form 144A-SF (Sec.
239.144A of this chapter), or an Asset Data File (Sec.  232.11 of this
chapter) or a Waterfall Computer Program (as defined in Sec.
229.1113(h) of this chapter),''.
    48. Amend Sec.  232.305 by revising paragraph (b) to read as
follows:

Sec.  232.305   Number of characters per line; tabular and columnar
information.

* * * * *
    (b) Paragraph (a) of this section does not apply to HTML documents,
Interactive Data Files (Sec.  232.11), XBRL-Related Documents (Sec.
232.11) or a Waterfall Computer Program (Sec.  229.1113(h)(1)).
    49. Revise Sec.  232.312 to read as follows:

Sec.  232.312  Accommodation for certain information in filings with
respect to asset-backed securities.

    For filings with respect to asset-backed securities, the
information provided in response to Item 1105 of Regulation AB (Sec.
229.1105 of this chapter) may be filed on EDGAR as a Portable Document
Format (PDF) document in the format required by the EDGAR Filer Manual.
Notwithstanding Rule 104 of Regulation S-T (Sec.  232.104 of this
chapter), the PDF document filed pursuant to this paragraph shall be an
official filing.
    50. Add Sec.  232.314 to read as follows:

Sec.  232.314   Waterfall Computer Program.

    With respect to any registration statement on Form SF-1 (Section
239.44) or Form SF-3 (Section 239.45) relating to an offering of an
asset-backed security that is required to comply with Item 1113(h) of
Regulation AB, the Waterfall Computer Program (as defined in Item
1113(h)(1) of Regulation AB) must be written in the Python programming
language and able to be downloaded and run on a local computer properly
configured with a Python interpreter. The Waterfall Computer Program
should be filed in the manner specified in the EDGAR Filer Manual.

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

    51. The authority citation for Part 239 continues to read in part
as follows:

    Authority:  15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3,
77sss, 78c, 78l, 78m, 78n, 78o(d), 78u-5, 78w(a), 78ll, 78mm, 80a-
2(a), 80a-3, 80a-8, 80a-9, 80a-10, 80a-13, 80a-24, 80a-26, 80a-29,
80a-30, and 80a-37, unless otherwise noted.
* * * * *
    52. Revise Sec.  239.11 to read as follows:

Sec.  239.11  Form S-1, registration statement under the Securities Act
of 1933.

    This Form shall be used for the registration under the Securities
Act of 1933 (``Securities Act'') of securities of all registrants for
which no other form is authorized or prescribed, except that this Form
shall not be used for securities of foreign governments or political
subdivisions thereof or asset-backed securities, as defined in 17 CFR
230.1101.
    53. Amend Form S-1 (referenced in Sec.  239.11) by revising General
Instruction I. to read as follows:

    Note: The text of Form S-1 does not, and this amendment will
not, appear in the Code of Federal Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION, Washington, DC 20549

FORM S-1

* * * * *

GENERAL INSTRUCTIONS

I. Eligibility Requirements for Use of Form S-1
    This Form shall be used for the registration under the Securities
Act of 1933 (``Securities Act'') of securities of all registrants for
which no other form is authorized or prescribed, except that this Form
shall not be used for securities of foreign governments or political
subdivisions thereof or asset-backed securities, as defined in 17 CFR
230.1101.
* * * * *
    54. Amend Sec.  239.13 by:
    a. Removing paragraph (a)(4);
    b. Redesignating paragraphs (a)(5), (a)(6), (a)(7) and (a)(8) as
paragraphs (a)(4), (a)(5), (a)(6), and (a)(7);

    c. Revising paragraph (b)(5); and
    d. Revising in paragraph (e) introductory text the phrase ``(a)(2),
(a)(3) and (a)(4)'' to read ``(a)(2) and (a)(3)''.
    The revision reads as follows:

Sec.  239.13  Form S-3, for registration under the Securities Act of
1933 of securities of certain issuers offered pursuant to certain types
of transactions.

* * * * *
    (b) * * *
    (5) This form shall not be used to register offerings of asset-
backed securities, as defined in 17 CFR 230.1101.
* * * * *
    55. Amend Form S-3 (referenced in Sec.  239.13) by:
    a. Removing General Instruction I.A.4;
    b. Redesignating General Instructions I.A.5, I.A.6, I.A.7, and
I.A.8 as General Instructions I.A.4, I.A.5, I.A.6, and I.A.7;
    c. Revising General Instruction I.B.5;
    d. Removing the phrase ``I.B.5,'' in General Instruction II.F; and
    e. Removing General Instruction V.
    The revision reads as follows:

    Note: The text of Form S-3 does not, and this amendment will
not, appear in the Code of Federal Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION, Washington, DC 20549

FORM S-3

* * * * *

GENERAL INSTRUCTIONS

    I. * * *
    B. * * *
    5. This form shall not be used to register offerings of asset-
backed securities, as defined in 17 CFR 230.1101.
* * * * *
    56. Add Sec.  239.44 to read as follows:

Sec.  239.44  Form SF-1, registration statement under the Securities
Act of 1933 for offerings of asset-backed securities.

    This form shall be used for registration under the Securities Act
of 1933 of all offerings of asset-backed securities, as defined in 17
CFR 229.1101(c).
    57. Add Form SF-1 (referenced in Sec.  239.44) to read as follows:

    Note:  The text of Form SF-1 does not, and this amendment will
not, appear in the Code of Federal Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SF-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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(Exact name of registrant as specified in its charter)

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Commission File Number of depositor:-----------------------------------
Central Index Key Number of depositor:---------------------------------

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(Exact name of depositor as specified in its charter)

Central Index Key Number of sponsor (if available):--------------------

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(Exact name of sponsor as specified in its charter)

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(State or other jurisdiction of incorporation or organization)

-----------------------------------------------------------------------
(I.R.S. Employer Identification Number)

-----------------------------------------------------------------------
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
-----------------------------------------------------------------------

(Name, address, including zip code, and telephone number, including
area code, of agent for service)

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(Approximate date of commencement of proposed sale to the public)

    If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering: [ ]

    If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]

    If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]

                                         Calculation of Registration Fee
----------------------------------------------------------------------------------------------------------------
                                                                       Proposed
    Title of each class of       Amount to be    Proposed maximum      maximum
 securities to be registered      registered       offering price     aggregate      Amount of  registration fee
                                                     per unit       offering price
----------------------------------------------------------------------------------------------------------------

    Note: Specific details relating to the fee calculation shall be
furnished in notes to the table, including references to provisions of
Rule 457 (Sec.  230.457 of this chapter) relied upon, if the basis of
the calculation is not otherwise evident from the information presented
in the table. If the filing fee is calculated pursuant to Rule 457(o)
under the Securities Act, only the title of the class of securities to
be registered, the proposed maximum aggregate offering price for that
class of securities and the amount of registration fee need to appear
in the Calculation of Registration Fee table. Any difference between
the dollar amount of securities registered for such offerings and the
dollar amount of securities sold may be carried forward on a future
registration statement pursuant to Rule 429 under the Securities Act.

GENERAL INSTRUCTIONS

I. Eligibility Requirements for Use of Form SF-1

    This Form shall be used for the registration under the Securities
Act of 1933 (``Securities Act'') of asset-backed securities of all
registrants for which no other form is authorized or prescribed, except
that this Form shall not be used for securities of foreign governments
or political subdivisions thereof.

II. Application of General Rules and Regulations

    A. Attention is directed to the General Rules and Regulations under
the Securities Act, particularly those comprising Regulation C (17 CFR
230.400 to 230.494) thereunder. That Regulation contains general
requirements regarding the preparation and filing of the registration
statement.
    B. Attention is directed to Regulation S-K and Regulation AB (17
CFR Part 229) for the requirements applicable to

the content of registration statements under the Securities Act.
    C. Terms used in this form have the same meaning as in Item 1101 of
Regulation AB.

III. Registration of Additional Securities

    With respect to the registration of additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, the
registrant may file a registration statement consisting only of the
following: the facing page; a statement that the contents of the
earlier registration statement, identified by file number and CIK
number of the issuer, are incorporated by reference; required opinions
and consents; the signature page; and any price-related information
omitted from the earlier registration statement in reliance on Rule
430A that the registrant chooses to include in the new registration
statement. The information contained in such a Rule 462(b) registration
statement shall be deemed to be a part of the earlier registration
statement as of the date of effectiveness of the Rule 462(b)
registration statement. Any opinion or consent required in the Rule
462(b) registration statement may be incorporated by reference from the
earlier registration statement with respect to the offering, if: (i)
Such opinion or consent expressly provides for such incorporation; and
(ii) such opinion relates to the securities registered pursuant to Rule
462(b). See Rule 411(c) and Rule 439(b) under the Securities Act.

IV. Incorporation of Certain Information by Reference

    A. All registrants that are required to file the information
required by Item 1111A of Regulation AB (17 CFR 229.1111A) Asset-level
information; Item 1111B of Regulation AB (17 CFR 229.1111B), Grouped
account data for credit card pools; and Item 1113(h) of Regulation AB
(17 CFR 229.1113(h)), Waterfall Computer Program; as exhibits to Form
8-K (17 CFR 249.308) that are filed with the Commission pursuant to
Item 6.06 and Item 6.07, respectively, of that form. Incorporation by
reference must comply with Item 10 of this Form.
    B. Registrants may elect to file the information required by Item
1105 of Regulation AB (17 CFR 229.1105), Static Pool, as an exhibit to
Form 8-K (17 CFR 249.308) that is filed with the Commission pursuant to
Item 6.08 of that form. Incorporation by reference must comply with
Item 10 of this Form.
    C. If a registrant is structured as a revolving asset master trust,
and is required to provide the information required by Item 9(d) of
Schedule L (17 CFR 229.1111A), Floorplan Financings, it may elect to
provide it in accordance with Item 10 of this Form.

PART I

INFORMATION REQUIRED IN PROSPECTUS

    Item 1. Forepart of the Registration Statement and Outside Front
Cover Pages of Prospectus.
    Set forth in the forepart of the registration statement and on the
outside front cover page of the prospectus the information required by
Item 501 of Regulation S-K (17 CFR 229.501) and Item 1102 of Regulation
AB (17 CFR 229.1102).
    Item 2. Inside Front and Outside Back Cover Pages of Prospectus.
    Set forth on the inside front cover page of the prospectus or,
where permitted, on the outside back cover page, the information
required by Item 502 of Regulation S-K (17 CFR 229.502).
    Item 3. Transaction Summary and Risk Factors.
    Furnish the information required by Item 503 of Regulation S-K (17
CFR 229.503) and Item 1103 of Regulation AB (17 CFR 229.1103).
    Item 4. Use of Proceeds.
    Furnish the information required by Item 504 of Regulation S-K (17
CFR 229.504).
    Item 5. Plan of Distribution.
    Furnish the information required by Item 508 of Regulation S-K (17
CFR 229.508).
    Item 6. Information with Respect to the Transaction Parties.
    Furnish the following information:
    (a) Information required by Item 1104 of Regulation AB (17 CFR
229.1104), Sponsors;
    (b) Information required by Item 1106 of Regulation AB (17 CFR
229.1106), Depositors;
    (c) Information required by Item 1107 of Regulation AB (17 CFR
229.1107), Issuing entities;
    (d) Information required by Item 1108 of Regulation AB (17 CFR
229.1108), Servicers;
    (e) Information required by Item 1109 of Regulation AB (17 CFR
229.1109), Trustees;
    (f) Information required by Item 1110 of Regulation AB (17 CFR
229.1110), Originators;
    (g) Information required by Item 1112 of Regulation AB (17 CFR
229.1112), Significant Obligors;
    (h) Information required by Item 1117 of Regulation AB (17 CFR
229.1117), Legal Proceedings; and
    (i) Information required by Item 1119 of Regulation AB (17 CFR
229.1119), Affiliations and certain relationships and related
transactions.
    Item 7. Information with Respect to the Transaction.
    Furnish the following information:
    (a) Information required by Item 1111 of Regulation AB (17 CFR
229.1111), Pool Assets; Item 1111A of Regulation AB (17 CFR 229.1111A),
Asset-level information; and Item 1111B of Regulation AB (17 CFR
229.1111B), Grouped account data for credit card pools;
    (b) Information required by Item 202 of Regulation S-K (17 CFR
229.202), Description of Securities Registered and Item 1113 of
Regulation AB (17 CFR 229.1113), Structure of the Transaction;
    (c) Information required by Item 1114 of Regulation AB (17 CFR
229.1114), Credit Enhancement and Other Support;
    (d) Information required by Item 1115 of Regulation AB (17 CFR
229.1115), Certain Derivatives Instruments;
    (e) Information required by Item 1116 of Regulation AB (17 CFR
229.1116), Tax Matters;
    (f) Information required by Item 1118 of Regulation AB (17 CFR
229.1118), Reports and additional information; and
    (g) Information required by Item 1120 of Regulation AB (17 CFR
229.1120), Ratings.
    Item 8. Static Pool.
    Furnish the information required by Item 1105 of Regulation AB (17
CFR 229.1105).
    Item 9. Interests of Named Experts and Counsel.
    Furnish the information required by Item 509 of Regulation S-K (17
CFR 229.509).
    Item 10. Incorporation of Certain Information by Reference.
    (a) The prospectus shall provide a statement that all current
reports filed pursuant to Items 6.06, 6.07 and if applicable, 6.08 of
Form 8-K pursuant to Section Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act, prior to the time of effectiveness shall be deemed to be
incorporated by reference into the prospectus.
    Instruction. Attention is directed to Rule 439 (17 CFR 230.439)
regarding consent to use of material incorporated by reference.
    (b)(1) You must state
    (i) That you will provide to each person, including any beneficial
owner, to whom a prospectus is delivered, a copy of any or all of the
information that has been incorporated by reference in the prospectus
but not delivered with the prospectus;
    (ii) That you will provide this information upon written or oral
request;
    (iii) That you will provide this information at no cost to the
requester;

    (iv) The name, address, and telephone number to which the request
for this information must be made; and
    (v) The registrant's Web site address, including the uniform
resource locator (URL) where the incorporated reports and other
documents may be accessed.
    Note to Item 10(b)(1). If you send any of the information that is
incorporated by reference in the prospectus to security holders, you
also must send any exhibits that are specifically incorporated by
reference in that information.
    (2) You must:
    (i) Identify the reports and other information that you file with
the SEC; and
    (ii) State that the public may read and copy any materials you file
with the SEC at the SEC's Public Reference Room at 100 F Street, NE.,
Washington, DC 20549, between the hours of 10 a.m. and 3 p.m. State
that the public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. If you are an
electronic filer, state that the SEC maintains an Internet site that
contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC and
state the address of that site (http://www.sec.gov). You are encouraged
to give your Internet address, if available.
    Item 11. Disclosure of Commission Position on Indemnification for
Securities Act Liabilities.
    Furnish the information required by Item 510 of Regulation S-K (17
CFR 229.510).

PART II INFORMATION NOT REQUIRED IN PROSPECTUS

    Item 12. Other Expenses of Issuance and Distribution.
    Furnish the information required by Item 511 of Regulation S-K (17
CFR 229.511).
    Item 13. Indemnification of Directors and Officers.
    Furnish the information required by Item 702 of Regulation S-K (17
CFR 229.702).
    Item 14. Exhibits.
    Subject to the rules regarding incorporation by reference, file the
exhibits required by Item 601 of Regulation S-K (17 CFR 229.601).
    Item 15. Undertakings.
    Furnish the undertakings required by Item 512 of Regulation S-K (17
CFR 229.512).

SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form SF-1 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of ----------------
, State of ----------------, on ----------------, 20------

-----------------------------------------------------------------------
(Registrant)

    By
-----------------------------------------------------------------------
(Signature and Title)

    Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

-----------------------------------------------------------------------
(Signature)

-----------------------------------------------------------------------
(Title)

-----------------------------------------------------------------------
(Date)

    Instructions.
    l. The registration statement shall be signed by the depositor, the
depositor's principal executive officer or officers, its principal
financial officer, its senior officer in charge of securitization and
by at least a majority of its board of directors or persons performing
similar functions. If the registrant is a foreign person, the
registration statement shall also be signed by its authorized
representative in the United States. Where the registrant is a limited
partnership, the registration statement shall be signed by a majority
of the board of directors of any corporate general partner signing the
registration statement.
    2. The name of each person who signs the registration statement
shall be typed or printed beneath his signature. Any person who
occupies more than one of the specified positions shall indicate each
capacity in which he signs the registration statement. Attention is
directed to Rule 402 concerning manual signatures and to Item 601 of
Regulation S-K concerning signatures pursuant to powers of attorney.
    58. Add Sec.  239.45 to read as follows:

Sec.  239.45  Form SF-3, for registration under the Securities Act of
1933 for offerings of asset-backed issuers offered pursuant to certain
types of transactions.

    This form shall be used for registration under the Securities Act
of 1933 of offerings of asset-backed securities, as defined in 17 CFR
229.1101(c). Any registrant which meets the requirements of paragraph
(a) may use this Form for the registration of asset-backed securities
(as defined in 17 CFR 229.1101(c)) under the Securities Act of 1933
(``Securities Act'') which are offered in any transaction specified in
paragraph (b) provided that the requirement applicable to the specified
transaction are met. Terms used have the same meaning as in Item 1101
of Regulation AB.
    (a) Registrant Requirements. Registrants must meet the following
conditions in order to use Form SF-3 for registration under the
Securities Act of securities offered in transactions paragraph (b) of
this section:
    (1) To the extent the sponsor, with respect to the depositor or an
issuing entity previously established by the depositor or affiliate of
the depositor, was required to retain risk with respect to a previous
ABS offering involving the same asset class, pursuant to paragraph
(b)(1)(i) of this section, at the time of filing this registration
statement, such sponsor was holding the required risk.
    (2) To the extent the depositor or any issuing entity previously
established, directly or indirectly, by the depositor or any affiliate
of the depositor (as defined in Item 1101 of Regulation AB (17 CFR
229.1101)) are or were at any time during the twelve calendar months
and any portion of a month immediately preceding the filing of the
registration statement on this Form required to comply with the
transaction requirements in paragraphs (b)(1)(ii), (b)(1)(iii), and
(b)(1)(iv) of this section with respect to a previous offering of
securities involving the same asset class, the following requirements
shall apply:
    (i) Such depositor and each such issuing entity must have filed on
a timely basis all transaction agreements containing the provision that
is required by paragraph (b)(1)(ii) of this section;
    (ii) Such depositor and each such issuing entity must have filed on
a timely basis all certifications required by paragraph (b)(1)(iii) of
this section;
    (iii) Such depositor and each such issuing entity must have filed
all reports they had undertaken to file for the previous twelve months
(or such shorter period that each such entity had undertaken to file
reports) regarding such asset-backed securities as would be required
under section 15(d) of the Exchange Act (15 U.S.C. 78m, 78n or 78o(d))
if they were subject to the reporting requirements of that section.
    (3) The registrant has provided disclosure in the registration
statement that it has met the registrant requirements of paragraphs
(a)(1) and (a)(2) of this section.
    (4) To the extent the depositor or any issuing entity previously
established, directly or indirectly, by the depositor or any affiliate
of the depositor (as

defined in Item 1101 of Regulation AB (17 CFR 229.1101)) are or were at
any time during the twelve calendar months and any portion of a month
immediately preceding the filing of the registration statement on this
Form subject to the requirements of section 12 or 15(d) of the Exchange
Act (15 U.S.C. 78l or 78o(d)) with respect to a class of asset-backed
securities involving the same asset class, such depositor and each such
issuing entity must have filed all material required to be filed
regarding such asset-backed securities pursuant to section 13, 14 or
15(d) of the Exchange Act (15 U.S.C. 78m, 78n or 78o(d)) for such
period (or such shorter period that each such entity was required to
file such materials). In addition, such material must have been filed
in a timely manner, other than a report that is required solely
pursuant to Item 1.01, 1.02, 2.03, 2.04, 2.05, 2.06, 4.02(a), 6.01, or
6.03 of Form 8-K (17 CFR 249.308). If Rule 12b-25(b) (17 CFR 240.12b-
25(b)) under the Exchange Act was used during such period with respect
to a report or a portion of a report, that report or portion thereof
has actually been filed within the time period prescribed by that rule.
Regarding an affiliated depositor that became an affiliate as a result
of a business combination transaction during such period, the filing of
any material prior to the business combination transaction relating to
asset-backed securities of an issuing entity previously established,
directly or indirectly, by such affiliated depositor is excluded from
this section, provided such business combination transaction was not
part of a plan or scheme to evade the requirements of the Securities
Act or the Exchange Act. See the definition of ``affiliate'' in
Securities Act Rule 405 (17 CFR 230.405).
    (b) If the registrant meets the registrant requirements specified
in paragraph (a) above, an offering meeting the following conditions
may be registered on Form SF-3:
    (1) Offerings for cash where the following have been satisfied:
    (i) Risk Retention. With respect to each offering of securities
that is registered on this form:
    (A) The sponsor or an affiliate of the sponsor retains a net
economic interest in the securities offered in one of two the allowed
methods described in paragraph (b)(1)(i)(B) of this section and
provides disclosure in the prospectus that is filed as part of this
registration statement relating to the interest that is retained.
    (B) The sponsor or affiliate of the sponsor shall retain the
economic interest described in paragraph (b)(1)(i) (A) of this section
in one of the following methods:
    (1) Retention of a minimum of five percent of nominal amount of
each of the tranches sold or transferred to investors, net of hedge
positions directly related to the securities or exposures taken by such
sponsor or affiliate; or
    (2) In the case of revolving asset master trusts, retention of the
originator's interest of a minimum of five percent of the nominal
amount of the securitized exposures, net of hedge positions directly
related to the securities or exposures taken by such sponsor or
affiliate, provided that payments by the originator's interest are not
less than five percent of payments by, collectively, the securities
held by investors, at all times and in all cases.
    Instruction to Sec.  239.45(b)(1)(i)(A): Net economic interest is
measured at issuance of the securities with respect to this paragraph
(b)(1)(i)(A) and at origination of the assets backing the securities
with respect to paragraph (b)(1)(i)(B) of this section and shall be
maintained as long as non-affiliates of the depositor hold any of the
issuer's securities that were sold in the offering.
    (ii) Third Party Opinion Provision in Transaction Agreement. With
respect to each offering of securities that is registered on this form,
the pooling and servicing agreement or other transaction agreement,
which shall be filed, contains a provision requiring any party that has
provided representations and warranties relating to the pool assets and
that is obligated to repurchase any noncompliant pool asset or
substitute any noncompliant pool asset to furnish an opinion or
certificate, furnished to the trustee at least each quarter, from a
non-affiliated third party relating to any asset for which the trustee
has asserted a breach of a representation or warranty and for which the
asset was not repurchased or replaced by the obligated party on the
basis of an assertion that the asset did not violate a representation
or warranty contained in the pooling and servicing agreement or other
transaction agreement.
    (iii) Certification. The registrant files a certification in
accordance with Item 601(b)(36) of Regulation S-K (Sec.
229.601(b)(36)) signed by the chief executive officer of the depositor
with respect to each offering of securities that is registered on this
form.
    (iv) Undertaking to file Exchange Act Reports. With respect to each
offering of securities that is registered on this form, the registrant
undertakes to file reports as would be required by Section 15(d) of the
Exchange Act and the rules thereunder, if the registrant were subject
to the reporting requirements of that section, in accordance with Item
512(a)(7)(ii) of Regulation S-K (Sec.  229.512(a)(7)(ii)) as long as
non-affiliates of the depositor hold any of the issuer's securities
that were sold in registered transactions. This registration statement
shall also provide disclosure in the prospectus that is filed as part
of the registration statement that the registrant has undertaken to,
and will, file with the Commission reports as would be required by
Section 15(d) of the Exchange Act and the rules thereunder if the
registrant were subject to the reporting requirements of that section.
    (v) Delinquent Assets. Delinquent assets do not constitute 20% or
more, as measured by dollar volume, of the asset pool as of the
measurement date.
    (vi) Residual Value for Certain Securities. With respect to
securities that are backed by leases other than motor vehicle leases,
the portion of the securitized pool balance attributable to the
residual value of the physical property underlying the leases, as
determined in accordance with the transaction agreements for the
securities, does not constitute 20% or more, as measured by dollar
volume, of the securitized pool balance as of the measurement date.
    (2) Securities relating to an offering of asset-backed securities
registered in accordance with paragraph (b)(1) where those securities
represent an interest in or the right to the payments of cash flows of
another asset pool and meet the requirements of Securities Act Rule
190(c)(1) through (4) (17 CFR 240.190(c)(1) through (4)).
    59. Add Form SF-3 (referenced in Sec.  239.45) to read as follows:

    Note: The text of Form SF-3 does not, and this amendment will
not, appear in the Code of Federal Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION, Washington, DC 20549

FORM SF-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

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(State or other jurisdiction of incorporation or organization)

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(I.R.S. Employer Identification Number)

Commission File Number of depositor:-----------------------------------
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Central Index Key Number of depositor:---------------------------------

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(Exact name of depositor as specified in its charter)

Central Index Key Number of sponsor (if available):--------------------

-----------------------------------------------------------------------
(Exact name of sponsor as specified in its charter)

-----------------------------------------------------------------------
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)

-----------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including
area code, of agent for service)

-----------------------------------------------------------------------
(Approximate date of commencement of proposed sale to the public)

    If any of the securities being registered on this Form are to be
offered on a delayed basis pursuant to Rule 415 under the Securities
Act of 1933, check the following box: [ ]
    If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering: [ ]
    If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]

                                         Calculation of Registration Fee
----------------------------------------------------------------------------------------------------------------
                                                       Proposed maximum    Proposed maximum
     Title of each class of          Amount to be       offering price         aggregate           Amount of
   securities to be registered        registered           per unit         offering price     registration fee
----------------------------------------------------------------------------------------------------------------

    Notes to the ``Calculation of Registration Fee'' Table (``Fee
Table''):
    1. Specific details relating to the fee calculation shall be
furnished in notes to the Fee Table, including references to provisions
of Rule 457 (Sec.  230.457 of this chapter) relied upon, if the basis
of the calculation is not otherwise evident from the information
presented in the Fee Table.
    2. If the filing fee is calculated pursuant to Rule 457(r) under
the Securities Act, the Fee Table must state that it registers an
unspecified amount of securities of each identified class of securities
and must provide that the issuer is relying on Rule 456(b) and Rule
457(r). If the Fee Table is amended in a post-effective amendment to
the registration statement or in a prospectus filed in accordance with
Rule 456(b)(1)(ii) (Sec.  230.456(b)(1)(ii) of this chapter), the Fee
Table must specify the aggregate offering price for all classes of
securities in the referenced offering or offerings and the applicable
registration fee.
    Any difference between the dollar amount of securities registered
for such offerings and the dollar amount of securities sold may be
carried forward on a future registration statement pursuant to Rule 457
under the Securities Act.

GENERAL INSTRUCTIONS

I. Eligibility Requirements for Use of Form SF-3

    This instruction sets forth registrant requirements and transaction
requirements for the use of Form SF-3. Any registrant which meets the
requirements of I.A. below (``Registrant Requirements'') may use this
Form for the registration of asset-backed securities (as defined in 17
CFR 229.1101(c)) under the Securities Act of 1933 (``Securities Act'')
which are offered in any transaction specified in I.B. below
(``Transaction Requirement'') provided that the requirement applicable
to the specified transaction are met. Terms used in this form have the
same meaning as in Item 1101 of Regulation AB.
    A. Registrant Requirements. Registrants must meet the following
conditions in order to use this Form SF-3 for registration under the
Securities Act of securities offered in transactions specified in I.B.
below:
    1. To the extent the sponsor, with respect to the depositor or an
issuing entity previously established by the depositor or affiliate of
the depositor, was required to retain risk with respect to a previous
ABS offering involving the same asset class, pursuant to General
Instruction I.B.1(a) of this form, at the time of filing this
registration statement, such sponsor was holding the required risk.
    2. To the extent the depositor or any issuing entity previously
established, directly or indirectly, by the depositor or any affiliate
of the depositor (as defined in Item 1101 of Regulation AB (17 CFR
229.1101)) are or were at any time during the twelve calendar months
and any portion of a month immediately preceding the filing of the
registration statement on this Form required to comply with the
transaction requirements in General Instructions I.B.1(b), I.B.1(c),
and I.B.1(d) of this form with respect to a previous offering of
securities involving the same asset class, the following requirements
shall apply:
    (a) Such depositor and each such issuing entity must have filed on
a timely basis all transaction agreements containing the provision that
is required by General Instruction I. B.1(b);
    (b) Such depositor and each such issuing entity must have filed on
a timely basis all certifications required by General Instruction I.
B.1(c);
    (c) Such depositor and each such issuing entity must have filed all
reports they had undertaken to file for the previous twelve months (or
such shorter period that each such entity had undertaken to file
reports) regarding such asset-backed securities as would be required
under section 15(d) of the Exchange Act (15 U.S.C. 78m, 78n or 78o(d))
if they were subject to the reporting requirements of that section.
    3. The registrant has provided disclosure in the registration
statement that it has met the registrant requirements of General
Instruction I.A.1 and I.A.2 of Form SF-3.
    4. To the extent the depositor or any issuing entity previously
established, directly or indirectly, by the depositor or any affiliate
of the depositor (as defined in Item 1101 of Regulation AB (17 CFR
229.1101)) are or were at any time during the twelve calendar months
and any portion of a month immediately preceding the filing of the
registration statement on this Form subject to the requirements of
section 12 or 15(d) of the Exchange Act (15 U.S.C. 78l or 78o(d)) with
respect to a class of asset-backed securities involving the same asset
class, such depositor and each such issuing entity must have filed all
material required to be filed regarding such asset-backed securities
pursuant to section 13, 14 or 15(d) of the Exchange Act (15 U.S.C. 78m,
78n or 78o(d)) for such period (or such shorter period that each such
entity was required to file such materials or each such entity had
undertaken to file such materials, as applicable). In addition, such
material

must have been filed in a timely manner, other than a report that is
required solely pursuant to Item 1.01, 1.02, 2.03, 2.04, 2.05, 2.06,
4.02(a), 6.01, or 6.03 of Form 8-K (17 CFR 249.308). If Rule 12b-25(b)
(17 CFR 240.12b-25(b)) under the Exchange Act was used during such
period with respect to a report or a portion of a report, that report
or portion thereof has actually been filed within the time period
prescribed by that rule. Regarding an affiliated depositor that became
an affiliate as a result of a business combination transaction during
such period, the filing of any material prior to the business
combination transaction relating to asset-backed securities of an
issuing entity previously established, directly or indirectly, by such
affiliated depositor is excluded from this section, provided such
business combination transaction was not part of a plan or scheme to
evade the requirements of the Securities Act or the Exchange Act. See
the definition of ``affiliate'' in Securities Act Rule 405 (17 CFR
230.405).
    B. Transaction Requirements. If the registrant meets the Registrant
Requirements specified in I.A. above, an offering meeting the following
conditions may be registered on this Form:
    1. Offerings for cash where the following have been satisfied:
    (a) Risk Retention. With respect to each offering of securities
that is registered on this form:
     The sponsor or an affiliate of the sponsor retains a net
economic interest in the securities offered in one of two the allowed
methods described in paragraph (B) and provides disclosure in the
prospectus that is filed as part of this registration statement
relating to the interest that is retained.
     The sponsor or affiliate of the sponsor shall retain the
economic interest described in paragraph (A) above in one of the
following methods:
    (A) Retention of a minimum of five percent of nominal amount of
each of the tranches sold or transferred to the investors, net of hedge
positions directly related to the securities or exposures taken by such
sponsor or affiliate; or
    (B) in the case of revolving asset master trusts, retention of the
originator's interest of a minimum of five percent of the nominal
amount of the securitized exposures, net of hedge positions directly
related to the securities or exposures taken by such sponsor or
affiliate, provided that the originator's interest and securities held
by investors are collectively backed by the same pool of receivables,
and payments of the originator's interest are not less than five
percent of payments of the securities held by investors collectively.
    Instruction to General Instruction I.B.1(a)(i): Net economic
interest is measured at issuance of the securities with respect to (A)
and at origination of the assets backing the securities with respect to
(B) and shall be maintained as long as non-affiliates of the depositor
hold any of the issuer's securities that were sold in the offering.
    (b) Third Party Opinion Provision in Transaction Agreement. With
respect to each offering of securities that is registered on this form,
the pooling and servicing agreement or other transaction agreement,
which shall be filed, contains a provision requiring any party that has
provided representations and warranties relating to the pool assets and
that is obligated to repurchase any noncompliant pool asset or
substitute any noncompliant pool asset to furnish an opinion or
certificate, furnished to the trustee at least each quarter, from a
non-affiliated third party relating to any asset for which the trustee
has asserted a breach of a representation or warranty and for which the
asset was not repurchased or replaced by the obligated party on the
basis of an assertion that the asset did not violate a representation
or warranty contained in the pooling and servicing agreement or other
transaction agreement.
    (c) Certification. The registrant files a certification in
accordance with Item 601(b)(36) of Regulation S-K (Sec.
229.601(b)(36)) signed by the chief executive officer of the depositor
with respect to each offering of securities that is registered on this
form.
    (d) Undertaking to file Exchange Act Reports. With respect to each
offering of securities that is registered on this form, the registrant
undertakes to file reports as would be required by Sections 13(a) or
15(d) of the Exchange Act and the rules thereunder if the registrant
were subject to the reporting requirements of that section, in
accordance with Item 512(a)(7)(ii) of Regulation S-K (Sec.
229.512(a)(7)(ii)) as long as non-affiliates of the depositor hold any
of the issuer's securities that were sold in registered transactions.
This registration statement shall also provide disclosure in the
prospectus that is filed as part of the registration statement that the
registrant has undertaken to, and will, file with the Commission
reports as would be required by Sections 13(a) or 15(d) of the Exchange
Act and the rules thereunder if the registrant were subject to the
reporting requirements of that section.
    (e) Delinquent Assets. Delinquent assets do not constitute 20% or
more, as measured by dollar volume, of the asset pool as of the
measurement date
    (f) Residual Value for Certain Securities. With respect to
securities that are backed by leases other than motor vehicle leases,
the portion of the securitized pool balance attributable to the
residual value of the physical property underlying the leases, as
determined in accordance with the transaction agreements for the
securities, does not constitute 20% or more, as measured by dollar
volume, of the securitized pool balance as of the measurement date.
    2. Securities relating to an offering of asset-backed securities
registered in accordance with General Instruction I.B.1. where those
securities represent an interest in or the right to the payments of
cash flows of another asset pool and meet the requirements of
Securities Act Rule 190(c)(1) through (4) (17 CFR 240.190(c)(1) through
(4)).

II. Application of General Rules and Regulations

    A. Attention is directed to the General Rules and Regulations under
the Securities Act, particularly Regulation C thereunder (17 CFR
230.400 to 230.494). That Regulation contains general requirements
regarding the preparation and filing of registration statements.
    B. Attention is directed to Regulation S-K (17 CFR Part 229) for
the requirements applicable to the content of the non-financial
statement portions of registration statements under the Securities Act.
Where this Form directs the registrant to furnish information required
by Regulation S-K and the item of Regulation S-K so provides,
information need only be furnished to the extent appropriate.
Notwithstanding Items 501 and 502 of Regulation S-K, no table of
contents is required to be included in the prospectus or registration
statement prepared on this Form. In addition to the information
expressly required to be included in a registration statement on this
Form SF-3, registrants also may provide such other information as they
deem appropriate.
    C. Where securities are being registered on this Form, Rule 456(c)
permits, but does not require, the registrant to pay the registration
fee on a pay-as-you-go basis and Rule 457(s) permits, but does not
require, the registration fee to be calculated on the basis of the
aggregate offering price of the securities to be offered in an offering
or offerings off the registration statement. If a registrant elects to
pay all or a portion of the registration fee on a deferred basis, the
Fee Table in the initial filing must identify the classes of

securities being registered and provide that the registrant elects to
rely on Rule 456(c) and Rule 457(s), but the Fee Table does not need to
specify any other information. When the registrant amends the Fee Table
in accordance with Rule 456(c)(1)(ii), the amended Fee Table must
include either the dollar amount of securities being registered if paid
in advance of or in connection with an offering or offerings or the
aggregate offering price for all classes of securities referenced in
the offerings and the applicable registration fee.
    D. Information is only required to be furnished as of the date of
initial effectiveness of the registration statement to the extent
required by Rule 430D. Required information about a specific
transaction must be included in the prospectus in the registration
statement by means of a prospectus that is deemed to be part of and
included in the registration statement pursuant to Rule 430D, a post-
effective amendment to the registration statement, or a periodic or
current report under the Exchange Act incorporated by reference into
the registration statement and the prospectus and identified in a
prospectus filed, as required by Rule 430D, pursuant to Rule 424(h) or
Rule 424(b) (Sec.  230.424(h) or Sec.  230.424(b) of this chapter).

III. Registration of Additional Securities Pursuant to Rule 462(b)

    With respect to the registration of additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, the
registrant may file a registration statement consisting only of the
following: The facing page; a statement that the contents of the
earlier registration statement, identified by file number, are
incorporated by reference; required opinions and consents; the
signature page; and any price-related information omitted from the
earlier registration statement in reliance on Rule 430A that the
registrant chooses to include in the new registration statement. The
information contained in such a Rule 462(b) registration statement
shall be deemed to be a part of the earlier registration statement as
of the date of effectiveness of the Rule 462(b) registration statement.
Any opinion or consent required in the Rule 462(b) registration
statement may be incorporated by reference from the earlier
registration statement with respect to the offering, if: (i) Such
opinion or consent expressly provides for such incorporation; and (ii)
such opinion relates to the securities registered pursuant to Rule
462(b). See Rule 411(c) and Rule 439(b) under the Securities Act.

IV. Registration Statement Requirements

    Include only one form of prospectus for the asset class that may be
securitized in a takedown of asset-backed securities under the
registration statement. A separate form of prospectus and registration
statement must be presented for each country of origin or country of
property securing pool assets that may be securitized in a discrete
pool in a takedown of asset-backed securities. For both separate asset
classes and jurisdictions of origin or property, a separate form of
prospectus is not required for transactions that principally consist of
a particular asset class or jurisdiction which also describe one or
more potential additional asset classes or jurisdictions, so long as
the pool assets for the additional classes or jurisdictions in the
aggregate are below 10% of the pool, as measured by dollar volume, for
any particular takedown.

PART I

INFORMATION REQUIRED IN PROSPECTUS

    Item 1. Forepart of the Registration Statement and Outside Front
Cover Pages of Prospectus.
    Set forth in the forepart of the registration statement and on the
outside front cover page of the prospectus the information required by
Item 501 of Regulation S-K (17 CFR 229.501) and Item 1102 of Regulation
AB (17 CFR 229.1102).
    Item 2. Inside Front and Outside Back Cover Pages of Prospectus.
    Set forth on the inside front cover page of the prospectus or,
where permitted, on the outside back cover page, the information
required by Item 502 of Regulation S-K (17 CFR 229.502).
    Item 3. Transaction Summary and Risk Factors.
    Furnish the information required by Item 503 of Regulation S-K (17
CFR 229.503) and Item 1103 of Regulation AB (17 CFR 229.1103).
    Item 4. Use of Proceeds.
    Furnish the information required by Item 504 of Regulation S-K (17
CFR 229.504).
    Item 5. Plan of Distribution.
    Furnish the information required by Item 508 of Regulation S-K (17
CFR 229.508).
    Item 6. Information with Respect to the Transaction Parties.
    Furnish the following information:
    (a) Information required by Item 1104 of Regulation AB (17 CFR
229.1104), Sponsors;
    (b) Information required by Item 1106 of Regulation AB (17 CFR
229.1106), Depositors;
    (c) Information required by Item 1107 of Regulation AB (17 CFR
229.1107), Issuing entities;
    (d) Information required by Item 1108 of Regulation AB (17 CFR
229.1108), Servicers;
    (e) Information required by Item 1109 of Regulation AB (17 CFR
229.1109), Trustees;
    (f) Information required by Item 1110 of Regulation AB (17 CFR
229.1110), Originators;
    (g) Information required by Item 1112 of Regulation AB (17 CFR
229.1112), Significant Obligors;
    (h) Information required by Item 1117 of Regulation AB (17 CFR
229.1117), Legal Proceedings; and
    (i) Information required by Item 1119 of Regulation AB (17 CFR
229.1119), Affiliations and certain relationships and related
transactions.
    Item 8. Information with Respect to the Transaction.
    Furnish the following information:
    (a) Information required by Item 1111 of Regulation AB (17 CFR
229.1111), Pool Assets and Item 1111A of Regulation AB (17 CFR
229.1111A), Asset-level information, and Item 1111B of Regulation AB
(17 CFR 229.1111B), Grouped account data for credit card pools;
    (b) Information required by Item 202 of Regulation S-K (17 CFR
229.202), Description of Securities Registered and Item 1113 of
Regulation AB (17 CFR 229.1113), Structure of the Transaction;
    (c) Information required by Item 1114 of Regulation AB (17 CFR
229.1114), Credit Enhancement and Other Support;
    (d) Information required by Item 1115 of Regulation AB (17 CFR
229.1115), Certain Derivatives Instruments;
    (e) Information required by Item 1116 of Regulation AB (17 CFR
229.1116), Tax Matters;
    (f) Information required by Item 1118 of Regulation AB (17 CFR
229.1118), Reports and additional information; and
    (g) Information required by Item 1120 of Regulation AB (17 CFR
229.1120), Ratings.
    Instruction: All registrants are required to file the information
required by Item 1111A of Regulation AB (17 CFR 229.1111A), Asset-level
information; Item 1111B of Regulation AB (17 CFR 229.1111B), Grouped
account data for credit card pools; and Item 1113(h) of Regulation AB
(17 CFR 229.1113(h)), Waterfall Computer Program; as exhibits to Form
8-K (17 CFR 249.308) that are filed with the Commission pursuant to
Item 6.06 and Item 6.07, respectively, of that form. Incorporation by
reference must comply with Item 11 of this Form.
    Item 9. Static Pool.

    Furnish the information required by Item 1105 of Regulation AB (17
CFR 229.1105).
    Instruction: Registrants may elect to file the information required
by this item as an exhibit to Form 8-K (17 CFR 249.308) that is filed
with the Commission pursuant to Item 6.08 of that form. Incorporation
by reference must comply with Item 11 of this Form.
    Item 10. Interests of Named Experts and Counsel.
    Furnish the information required by Item 509 of Regulation S-K (17
CFR 229.509).
    Item 11. Incorporation of Certain Information by Reference.
    (a) The prospectus shall provide a statement that all current
reports filed pursuant to Items 6.06, 6.07 and if applicable, 6.08 of
Form 8-K pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act, prior to the termination of the offering shall be deemed to be
incorporated by reference into the prospectus.
    (b) If the registrant is structured as a revolving asset master
trust, the documents listed in (1) and (2) below shall be specifically
incorporated by reference into the prospectus by means of a statement
to that effect in the prospectus listing all such documents:
    (1) the registrant's latest annual report on Form 10-K (17 CFR
249.310) filed pursuant to Section 13(a) or 15(d) of the Exchange Act
that contains financial statements for the registrant's latest fiscal
year for which a Form 10-K was required to be filed; and
    (2) all other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the annual
report referred to in (1) above.
    (c) The prospectus shall also provide a statement regarding the
incorporation of reference of Exchange Act reports prior to the
termination of the offering pursuant to one of the following two ways:
    (1) a statement that all subsequently filed by the registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the termination of the offering shall be deemed to be
incorporated by reference into the prospectus; or
    (2) a statement that all current reports on Form 8-K filed by the
registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act, prior to the termination of the offering shall be deemed
to be incorporated by reference into the prospectus.
    Instruction. Attention is directed to Rule 439 (17 CFR 230.439)
regarding consent to use of material incorporated by reference.
    (d)(1) You must state:
    (i) that you will provide to each person, including any beneficial
owner, to whom a prospectus is delivered, a copy of any or all of the
information that has been incorporated by reference in the prospectus
but not delivered with the prospectus;
    (ii) that you will provide this information upon written or oral
request;
    (iii) that you will provide this information at no cost to the
requester; and
    (iv) the name, address, and telephone number to which the request
for this information must be made.
    Note to Item 11(c)(1). If you send any of the information that is
incorporated by reference in the prospectus to security holders, you
also must send any exhibits that are specifically incorporated by
reference in that information.
    (2) You must:
    (i) identify the reports and other information that you file with
the SEC; and
    (ii) state that the public may read and copy any materials you file
with the SEC at the SEC's Public Reference Room at 100 F Street, NE.,
Washington, DC 20549, between the hours of 10 a.m. and 3 p.m. State
that the public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. If you are an
electronic filer, state that the SEC maintains an Internet site that
contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC and
state the address of that site (http://www.sec.gov). You are encouraged
to give your Internet address, if available.
    Item 12. Disclosure of Commission Position on Indemnification for
Securities Act Liabilities.
    Furnish the information required by Item 510 of Regulation S-K (17
CFR 229.510).

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

    Item 13. Other Expenses of Issuance and Distribution.
    Furnish the information required by Item 511 of Regulation S-K (17
CFR 229.511).
    Item 14. Indemnification of Directors and Officers.
    Furnish the information required by Item 702 of Regulation S-K (17
CFR 229.702).
    Item 15. Exhibits.
    Subject to the rules regarding incorporation by reference, file the
exhibits required by Item 601 of Regulation S-K (17 CFR 229.601).
    Item 16. Undertakings.
    Furnish the undertakings required by Item 512 of Regulation S-K (17
CFR 229.512).

SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form SF-3 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of ----------------
, State of --------------------, on ----------------, 20 ------.
-----------------------------------------------------------------------
(Registrant)

    By

-----------------------------------------------------------------------
(Signature and Title)

    Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
-----------------------------------------------------------------------
(Signature)

-----------------------------------------------------------------------
(Title)

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(Date)
    Instructions.
    1. The registration statement shall be signed by the depositor, the
depositor's principal executive officer or officers, its principal
financial officer, its senior officer in charge of securitization and
by at least a majority of its board of directors or persons performing
similar functions. If the registrant is a foreign person, the
registration statement shall also be signed by its authorized
representative in the United States. Where the registrant is a limited
partnership, the registration statement shall be signed by a majority
of the board of directors of any corporate general partner signing the
registration statement.
    2. The name of each person who signs the registration statement
shall be typed or printed beneath his signature. Any person who
occupies more than one of the specified positions shall indicate each
capacity in which he signs the registration statement. Attention is
directed to Rule 402 concerning manual signatures and to Item 601 of
Regulation S-K concerning signatures pursuant to powers of attorney.
    60. Add Sec.  239.144A to read as follows:

Sec.  239.144A  Form 144A-SF, for notice of the initial placement of
securities pursuant to Sec.  230.144A of this chapter.

    The notice shall be signed by the issuer of the securities and
filed with the Commission no later than 15 calendar days after the
first sale of securities in the initial placement of securities to be
re-sold in reliance on Rule 144A (Sec.  230.144A), unless the end of
that period falls on a Saturday, Sunday or holiday, in which case the
due date shall be the first business day following such period.
    61. Add Form 144A-SF (referenced in Sec.  239.144A) to read as
follows:

    Note: The text of Form 144A-SF does not, and this amendment will
not, appear in the Code of Federal Regulations.

U.S. Securities and Exchange Commission

Washington, DC 20549

FORM 144A-SF

NOTICE OF THE INITIAL PLACEMENT OF STRUCTURED FINANCE PRODUCTS PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT OF 1933

    Note: Intentional misstatements or omissions of fact constitute
federal criminal violations. See 18 U.S.C. 1001.

General Instructions

    In accordance with Rule 144A(d)(5), a notice of offering shall be
filed for the initial placement of structured finance products, as
defined in Rule 144A, to be sold in reliance on Rule 144A (17 CFR
230.144A). The notice shall be filed for the initial placement of the
securities and not for subsequent resales of those securities. The
notice shall be signed by the issuer of the securities and filed no
later than 15 calendar days after the first sale of securities in the
offering, unless the end of that period falls on a Saturday, Sunday or
holiday, in which case the due date shall be the first business day
following such period.
    Item 1. Identity of principal parties.
    (a) Identify the issuer and provide the principal place of business
and contact information for the issuer.
    (b) Identify the sponsor for the offering and principal originators
for the assets in the underlying pool, and servicer or collateral
manager.
    (c) Provide the CUSIP number for the issuance, if reasonably
available.
    Item 2. Information on type of security.
    (a) Describe the type of securities being offered or sold.
    (b) Provide a brief description of the structure of the securities,
including the number of tranches in the securitization and whether any
portion of the tranches are being retained by the sponsor or
originator.
    (c) Provide a brief description of the asset pool, including the
types of assets included, and if the assets are securities, provide the
issuer of the underlying securities.
    Item 3. Information on offering.
    (a) Provide the principal amount of the securities offered or sold
in the initial placement.
    (b) Disclose the date of the initial placement and the date of the
initial resale of securities to be made in reliance on Securities Act
Rule 144A (17 CFR 230.144A).

Signature and Submission

    Terms of Submission: In submitting this notice, the undersigned
undertakes to provide to the SEC upon written request the offering
documents used in connection with the initial placement of securities.
-----------------------------------------------------------------------
Issuer

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Name of Signer

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Signature

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Title

-----------------------------------------------------------------------
Date

    62. Amend Form D (referenced in Sec.  239.500) by:
    a. Redesignating Item 9 as Item 4 and redesignating existing Items
4, 5, 6, 7, and 8, as Items 5, 6, 7, 8, and 9.
    b. Revising newly redesignated Items 4 and 6;
    c. Revising the instruction to Item 4;
    d. Revising the instruction to Item 6; and
    e. Replacing the reference to ``Item 6'' in the instruction to Item
13 to read ``Item 7''.
    The revisions read as follows:

    Note:  The text of Form D (referenced in Sec.  239.500) does not
and this amendment will not appear in the Code of Federal
Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION, Washington, DC 20549

FORM D

NOTICE OF EXEMPT OFFERING OF SECURITIES

* * * * *
1. Issuer's Identity

Name of Issuer---------------------------------------------------------
Previous Name(s)-------------------------------------------------------
Jurisdiction of Incorporation/Organization (dropdown or other list
selection feature)
Entity Type (dropdown or other list selection feature)
Year of Incorporation/Organization (dropdown or other list selection
feature to select year or ``Yet to Be Formed'')
* * * * *
4. Securities Offered
Type(s) of Security (select all that apply)
[ ] Equity
[ ] Debt
[ ] Option, Warrant or Other Right to Acquire Another Security
[ ] Security to be Acquired Upon Exercise of Option, Warrant or Other
Right to Acquire Security
[ ] Pooled Investment Fund Interests
[ ] Structured Finance Product
Check all that apply:
[odot] Interest-weighted
[odot] Principal-weighted
[odot] Interest Only
[odot] Principal Only
[odot] Planned Amortization
[odot] Companion Classes
[odot] Residual Interests
[odot] Subordinated Interests
[odot] Other [Specify: ------------]

    For issuers that specify ``Structured Finance Products'' in Item 4,
also provide the following information:

Name of Sponsor--------------------------------------------------------
Name of Principal Originator(s)----------------------------------------
Name of Servicer or Collateral Manager---------------------------------
CUSIP Number-----------------------------------------------------------

[ ] Tenant-in-Common Securities
[ ] Mineral Property Securities
[ ] Other (Describe: ------------)

6. Issuer Size or Other Characteristics
Revenue Range (for issuers that do not specify ``Structured Finance
Product'' in response to Item 4 or ``Hedge Fund'' or ``Other Investment
Fund'' in response to Item 5)
[odot] No Revenues
[odot] $1-$1,000,000
[odot] $1,000,001-$5,000,000
[odot] $5,000,001-$25,000,000
[odot] $25,000,001-$100,000,000
[odot] Over $100,000,000
[odot] Decline to Disclose