evaluate the obligor during the loan origination process.
    (2) Obligor credit score. Provide the standardized credit score
of the obligor used to evaluate the obligor during the loan
origination process.
    (3) Obligor income verification level. Indicate the code
describing the extent to which the obligor's income was verified
during the loan origination process.
    (4) Obligor employment verification. Indicate the code
describing the extent to which the obligor's employment was verified
during the loan origination process.
    (5) Co-obligor present indicator. Indicate whether the loan has
a co-obligor.
    (6) Payment-to-income ratio. Provide the scheduled monthly
payment amount as a percentage of the total monthly income of the
obligor and any other obligor at the origination date. Provide the
methodology for determining monthly income in the prospectus.
    (7) Geographic location of obligor. Specify the location of the
obligor by providing the current U.S. state or territory.
    (f) Information related to activity on the loan. (1) Asset added
indicator. Indicate yes or no whether the asset was added during the
reporting period.
    Instruction to paragraph (f)(1): A response to this data point
is required only when assets are added to the asset pool after the
final prospectus under Sec.  230.424 of this chapter is filed.
    (2) Remaining term to maturity. Indicate the number of months
from the end of the reporting period to the loan maturity date.
    (3) Modification indicator--reporting period. Indicates yes or
no whether the asset was modified from its original terms during the
reporting period.
    (4) Servicing advance method. Specify the code that indicates a
servicer's responsibility for advancing principal or interest on
delinquent loans.
    (5) Reporting period beginning loan balance. Indicate the
outstanding principal balance of the loan as of the beginning of the
reporting period.
    (6) Next reporting period payment amount due. Indicate the total
payment due to be collected in the next reporting period.
    (7) Reporting period interest rate. Indicate the current
interest rate for the loan in effect during the reporting period.
    (8) Next interest rate. For loans that have not been paid off,
indicate the interest rate that is in effect for the next reporting
period.
    (9) Servicing fee--percentage. If the servicing fee is based on
a percentage, provide the percentage used to calculate the aggregate
servicing fee.
    (10) Servicing fee--flat-fee. If the servicing fee is based on a
flat-fee amount, indicate the monthly servicing fee paid to all
servicers.
    (11) Other loan-level servicing fee(s) retained by servicer.
Provide the amount of all other fees earned by loan administrators
that reduce the amount of funds remitted to the issuing entity
(including subservicing, master servicing, trustee fees, etc.).
    (12) Other assessed but uncollected servicer fees. Provide the
cumulative amount of late charges and other fees that have been
assessed by the servicer, but not paid by the obligor.
    (13) Scheduled interest amount. Indicate the interest payment
amount that was scheduled to be collected during the reporting
period.
    (14) Scheduled principal amount. Indicate the principal payment
amount that was scheduled to be collected during the reporting
period.

    (15) Other principal adjustments. Indicate any other amounts
that caused the principal balance of the loan to be decreased or
increased during the reporting period.
    (16) Reporting period ending actual balance. Indicate the actual
balance of the loan as of the end of the reporting period.
    (17) Reporting period scheduled payment amount. Indicate the
total payment amount that was scheduled to be collected during the
reporting period (including all fees).
    (18) Total actual amount paid. Indicate the total payment paid
to the servicer during the reporting period.
    (19) Actual interest collected. Indicate the gross amount of
interest collected during the reporting period, whether or not from
the obligor.
    (20) Actual principal collected. Indicate the amount of
principal collected during the reporting period, whether or not from
the obligor.
    (21) Actual other amounts collected. Indicate the total of any
amounts, other than principal and interest, collected during the
reporting period, whether or not from the obligor.
    (22) Servicer advanced amount. If amounts were advanced by the
servicer during the reporting period, specify the amount.
    (23) Interest paid through date. Provide the date through which
interest is paid with the payment received during the reporting
period, which is the effective date from which interest will be
calculated for the application of the next payment.
    (24) Zero balance loans. If the loan balance was reduced to zero
during the reporting period, provide the following additional
information about the loan:
    (i) Zero balance effective date. Provide the date on which the
loan balance was reduced to zero.
    (ii) Zero balance code. Provide the code that indicates the
reason the loan's balance was reduced to zero.
    (25) Current delinquency status. Indicate the number of days the
obligor is delinquent past the obligor's payment due date, as
determined by the governing transaction agreement.
    (g) Information related to servicers. (1) Primary loan servicer.
Provide the name of the entity that services or will have the right
to service the loan.
    (2) Most recent servicing transfer received date. If a loan's
servicing has been transferred, provide the effective date of the
most recent servicing transfer.
    (h) Asset subject to demand. Indicate yes or no whether during
the reporting period the loan was the subject of a demand to
repurchase or replace for breach of representations and warranties,
including investor demands upon a trustee. If the loan is the
subject of a demand to repurchase or replace for breach of
representations and warranties, including investor demands upon a
trustee, provide the following additional information:
    (1) Status of asset subject to demand. Indicate the code that
describes the status of the repurchase or replacement demand as of
the end of the reporting period.
    (2) Repurchase amount. Provide the amount paid to repurchase the
loan.
    (3) Demand resolution date. Indicate the date the loan
repurchase or replacement demand was resolved.
    (4) Repurchaser. Specify the name of the repurchaser.
    (5) Repurchase or replacement reason. Indicate the code that
describes the reason for the repurchase or replacement.
    (i) Information related to loans that have been charged off. If
the loan has been charged off, provide the following additional
information:
    (1) Charged-off principal amount. Specify the amount of
uncollected principal charged off.
    (2) Amounts recovered. If the loan was previously charged off,
specify any amounts received after charge-off.
    (j) Information related to loan modifications. If the loan has
been modified from its original terms, provide the following
additional information about the most recent loan modification:
    (1) Modification type. Indicate the code that describes the
reason the asset was modified during the reporting period.
    (2) Payment extension. Provide the number of months the loan was
extended during the reporting period.
    (k) 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 (net of repossession fees and expenses).
    (2) [Reserved]
    Item 4. Automobile leases. If the asset pool includes automobile
leases, provide the following data for each lease in the asset pool:
    (a) Asset numbers. (1) Asset number type. Identify the source of
the asset number used to specifically identify each asset in the
pool.
    (2) Asset number. Provide the unique ID number of the asset.
    Instruction to paragraph (a)(2): The asset number must reference
a single asset within the pool and should be the same number that
will be used to identify the asset for all reports that would be
required of an issuer under Sections 13 or 15(d) of the Exchange Act
(15 U.S.C. 78m or 78o(d)). If an asset is removed and replaced with
another asset, the asset added to the pool should be assigned a
unique asset number applicable to only that asset.
    (b) Reporting period. (1) Reporting period begin date. Specify
the beginning date of the reporting period.
    (2) Reporting period end date. Specify the ending date of the
reporting period.
    (c) General information about the automobile lease. (1)
Originator. Identify the name of the entity that originated the
lease.
    (2) Origination date. Provide the date the lease was originated.
    (3) Acquisition cost. Provide the original acquisition cost of
the lease.
    (4) Original lease term. Indicate the term of the lease in
months at the time the lease was originated.
    (5) Scheduled termination date. Indicate the month and year in
which the final lease payment is scheduled to be made.
    (6) Original first payment date. Provide the date of the first
scheduled payment after origination.
    (7) Underwriting indicator. Indicate whether the lease met the
criteria for the first level of solicitation, credit-granting or
underwriting criteria used to originate the pool asset.
    (8) Grace period. Indicate the number of months during the term
of the lease when no payments are due from the lessee.
    (9) Payment type. Specify the code indicating the payment
frequency of the lease.
    (10) Subvented. Indicate yes or no whether a form of subsidy is
received on the lease, such as cash incentives or favorable
financing for the lessee.
    (d) Information related to the vehicle. (1) Vehicle
manufacturer. Provide the name of the manufacturer of the leased
vehicle.
    (2) Vehicle model. Provide the name of the model of the leased
vehicle.
    (3) New or used. Indicate whether the leased vehicle is new or
used.
    (4) Model year. Indicate the model year of the leased vehicle.
    (5) Vehicle type. Indicate the code describing the vehicle type.
    (6) Vehicle value. Indicate the value of the vehicle at the time
of origination.
    (7) Source of vehicle value. Specify the code that describes the
source of the vehicle value.
    (8) Base residual value. Provide the securitized residual value
of the leased vehicle.
    (9) Source of base residual value. Specify the code that
describes the source of the base residual value.
    (10) Contractual residual value. Provide the residual value, as
stated on the contract, that the lessee would need to pay to
purchase the vehicle at the end of the lease term.
    (e) Information related to the lessee. (1) Lessee credit score
type. Specify the type of the standardized credit score used to
evaluate the lessee during the lease origination process.
    (2) Lessee credit score. Provide the standardized credit score
of the lessee used to evaluate the lessee during the lease
origination process.
    (3) Lessee income verification level. Indicate the code
describing the extent to which the lessee's income was verified
during the lease origination process.
    (4) Lessee employment verification. Indicate the code describing
the extent to which the lessee's employment was verified during the
lease origination process.
    (5) Co-lessee present indicator. Indicate whether the lease has
a co-lessee.
    (6) Payment-to-income ratio. Provide the scheduled monthly
payment amount as a percentage of the total monthly income of the
lessee and any other co-lessee at the origination date. Provide the
methodology for determining monthly income in the prospectus.
    (7) Geographic location of lessee. Specify the location of the
lessee by providing the current U.S. state or territory.
    (f) Information related to activity on the lease. (1) Asset
added indicator. Indicate yes or no whether the asset was added
during the reporting period.

    Instruction to paragraph (f)(1): A response to this data point
is required only when assets are added to the asset pool after the
final prospectus under Sec.  230.424 of this chapter is filed.
    (2) Remaining term to maturity. Indicate the number of months
from the end of the reporting period to the lease maturity date.
    (3) Modification indicator--reporting period. Indicates yes or
no whether the asset was modified from its original terms during the
reporting period.
    (4) Servicing advance method. Specify the code that indicates a
servicer's responsibility for advancing principal or interest on
delinquent leases.
    (5) Reporting period securitization value. Provide the sum of
the present values, as of the beginning of the reporting period, of
the remaining scheduled monthly payment amounts and the base
residual value of the leased vehicle, computed using the
securitization value discount rate.
    (6) Securitization value discount rate. Provide the discount
rate of the lease for the securitization transaction.
    (7) Next reporting period payment amount due. Indicate the total
payment due to be collected in the next reporting period.
    (8) Servicing fee--percentage. If the servicing fee is based on
a percentage, provide the percentage used to calculate the aggregate
servicing fee.
    (9) Servicing fee--flat-fee. If the servicing fee is based on a
flat-fee amount, indicate the monthly servicing fee paid to all
servicers.
    (10) Other lease-level servicing fee(s) retained by servicer.
Provide the amount of all other fees earned by lease administrators
that reduce the amount of funds remitted to the issuing entity
(including subservicing, master servicing, trustee fees, etc.).
    (11) Other assessed but uncollected servicer fees. Provide the
cumulative amount of late charges and other fees that have been
assessed by the servicer, but not paid by the lessee.
    (12) Reporting period ending actual balance. Indicate the actual
balance of the lease as of the end of the reporting period.
    (13) Reporting period scheduled payment amount. Indicate the
total payment amount that was scheduled to be collected during the
reporting period (including all fees).
    (14) Total actual amount paid. Indicate the total lease payment
received during the reporting period.
    (15) Actual other amounts collected. Indicate the total of any
amounts, other than the scheduled lease payment, collected during
the reporting period, whether or not from the lessee.
    (16) Reporting period ending actual securitization value.
Provide the sum of the present values, as of the end of the
reporting period, of the remaining scheduled monthly payment amounts
and the base residual value of the leased vehicle, computed using
the securitization value discount rate.
    (17) Servicer advanced amount. If amounts were advanced by the
servicer during the reporting period, specify the amount.
    (18) Paid through date. Provide the date through which scheduled
payments have been made with the payment received during the
reporting period, which is the effective date from which amounts due
will be calculated for the application of the next payment.
    (19) Zero balance leases. If the lease balance was reduced to
zero during the reporting period, provide the following additional
information about the lease:
    (i) Zero balance effective date. Provide the date on which the
lease balance was reduced to zero.
    (ii) Zero balance code. Provide the code that indicates the
reason the lease's balance was reduced to zero.
    (20) Current delinquency status. Indicate the number of days the
lessee is delinquent past the lessee's payment due date, as
determined by the governing transaction agreement.
    (g) Information related to servicers. (1) Primary lease
servicer. Provide the name of the entity that services or will have
the right to service the lease.
    (2) Most recent servicing transfer received date. If a lease's
servicing has been transferred, provide the effective date of the
most recent servicing transfer.
    (h) Asset subject to demand. Indicate yes or no whether during
the reporting period the lease was the subject of a demand to
repurchase or replace for breach of representations and warranties,
including investor demands upon a trustee. If the lease is the
subject of a demand to repurchase or replace for breach of
representations and warranties, including investor demands upon a
trustee, provide the following additional information:
    (1) Status of asset subject to demand. Indicate the code that
describes the status of the repurchase or replacement demand as of
the end of the reporting period.
    (2) Repurchase amount. Provide the amount paid to repurchase the
lease from the pool.
    (3) Demand resolution date. Indicate the date the lease
repurchase or replacement demand was resolved.
    (4) Repurchaser. Specify the name of the repurchaser.
    (5) Repurchase or replacement reason. Indicate the code that
describes the reason for the repurchase or replacement.
    (i) Information related to loans that have been charged off. If
the loan has been charged off, provide the following additional
information:
    (1) Charge-off amounts. Provide the amount charged off on the
lease.
    (2) [Reserved]
    (j) Information related to loan modifications. If the loan has
been modified from its original terms, provide the following
additional information about the most recent loan modification:
    (1) Modification type. Indicate the code that describes the
reason the lease was modified during the reporting period.
    (2) Lease extension. Provide the number of months the lease was
extended during the reporting period.
    (k) Information related to lease terminations. If the lease was
terminated, provide the following additional information:
    (1) Termination indicator. Specify the code that describes the
reason why the lease was terminated.
    (2) Excess fees. Specify the amount of excess fees received upon
return of the vehicle, such as excess wear and tear or excess
mileage.
    (3) Liquidation proceeds. Provide the liquidation proceeds net
of repossession fees, auction fees and other expenses in accordance
with standard industry practice.
    Item 5. Debt securities. If the asset pool includes debt
securities, provide the following data for each security in the
asset pool:
    (a) Asset numbers. (1) Asset number type. Identify the source of
the asset number used to specifically identify each asset in the
pool.
    (2) Asset number. Provide the standard industry identifier
assigned to the asset. If a standard industry identifier is not
assigned to the asset, provide a unique ID number for the asset.
    Instruction to paragraph (a)(2): The asset number must reference
a single asset within the pool and should be the same number that
will be used to identify the asset for all reports that would be
required of an issuer under Sections 13 or 15(d) of the Exchange Act
(15 U.S.C. 78m or 78o(d)). If an asset is removed and replaced with
another asset, the asset added to the pool should be assigned a
unique asset number applicable to only that asset.
    (3) Asset group number. For structures with multiple collateral
groups, indicate the collateral group number in which the asset
falls.
    (b) Reporting period. (1) Reporting period begin date. Specify
the beginning date of the reporting period.
    (2) Reporting period end date. Specify the ending date of the
reporting period.
    (c) General information about the underlying security. (1)
Issuer. Provide the name of the issuer.
    (2) Original issuance date. Provide the date the underlying
security was issued. For revolving asset master trusts, provide the
issuance date of the receivable that will be added to the asset
pool.
    (3) Original security amount. Indicate the amount of the
underlying security at the time the underlying security was issued.
    (4) Original security term. Indicate the initial number of
months between the month the underlying security was issued and the
security's maturity date.
    (5) Security maturity date. Indicate the month and year in which
the final payment on the underlying security is scheduled to be
made.
    (6) Original amortization term. Indicate the number of months in
which the underlying security would be retired if the amortizing
principal and interest payment were to be paid each month.
    (7) Original interest rate. Provide the rate of interest at the
time the underlying security was issued.
    (8) Accrual type. Provide the code that describes the method
used to calculate interest on the underlying security.
    (9) Interest rate type. Indicate the code that indicates whether
the interest rate on the underlying security is fixed, adjustable,
step or other.
    (10) Original interest-only term. Indicate the number of months
from the date the

underlying security was issued in which the obligor is permitted to
pay only interest on the underlying security.
    (11) First payment date from issuance. Provide the date of the
first scheduled payment.
    (12) Underwriting indicator. Indicate whether the loan or asset
met the criteria for the first level of solicitation, credit-
granting or underwriting criteria used to originate the pool asset.
    (13) Title of underlying security. Specify the title of the
underlying security.
    (14) Denomination. Give the minimum denomination of the
underlying security.
    (15) Currency. Specify the currency of the underlying security.
    (16) Trustee. Specify the name of the trustee.
    (17) Underlying SEC file number. Specify the registration
statement file number of the registration of the offer and sale of
the underlying security.
    (18) Underlying CIK number. Specify the CIK number of the issuer
of the underlying security.
    (19) Callable. Indicate whether the security is callable.
    (20) Payment frequency. Indicate the code describing the
frequency of payments that will be made on the underlying security.
    (21) Zero coupon indicator. Indicate yes or no whether an
underlying security or agreement is interest bearing.
    (d) Information related to activity on the underlying security.
(1) Asset added indicator. Indicate yes or no whether the underlying
security was added to the asset pool during the reporting period.
    Instruction to paragraph (d)(1): A response to this data point
is required only when assets are added to the asset pool after the
final prospectus under Sec.  230.424 of this chapter is filed.
    (2) Modification indicator. Indicates yes or no whether the
underlying security was modified from its original terms.
    (3) Reporting period beginning asset balance. Indicate the
outstanding principal balance of the underlying security as of the
beginning of the reporting period.
    (4) Reporting period beginning scheduled asset balance. Indicate
the scheduled principal balance of the underlying security as of the
beginning of the reporting period.
    (5) Reporting period scheduled payment amount. Indicate the
total payment amount that was scheduled to be collected during the
reporting period.
    (6) Reporting period interest rate. Indicate the interest rate
in effect on the underlying security.
    (7) Total actual amount paid. Indicate the total payment paid to
the servicer during the reporting period.
    (8) Actual interest collected. Indicate the gross amount of
interest collected during the reporting period.
    (9) Actual principal collected. Indicate the amount of principal
collected during the reporting period.
    (10) Actual other amounts collected. Indicate the total of any
amounts, other than principal and interest, collected during the
reporting period.
    (11) Other principal adjustments. Indicate any other amounts
that caused the principal balance of the underlying security to be
decreased or increased during the reporting period.
    (12) Other interest adjustments. Indicate any unscheduled
interest adjustments during the reporting period.
    (13) Scheduled interest amount. Indicate the interest payment
amount that was scheduled to be collected during the reporting
period.
    (14) Scheduled principal amount. Indicate the principal payment
amount that was scheduled to be collected during the reporting
period.
    (15) Reporting period ending actual balance. Indicate the actual
balance of the underlying security as of the end of the reporting
period.
    (16) Reporting period ending scheduled balance. Indicate the
scheduled principal balance of the underlying security as of the end
of the reporting period.
    (17) Servicing fee--percentage. If the servicing fee is based on
a percentage, provide the percentage used to calculate the aggregate
servicing fee.
    (18) Servicing fee--flat-fee. If the servicing fee is based on a
flat-fee amount, indicate the monthly servicing fee paid to all
servicers as an amount.
    (19) Zero balance loans. If the loan balance was reduced to zero
during the reporting period, provide the following additional
information about the loan:
    (i) Zero balance code. Provide the code that indicates the
reason the underlying security's balance was reduced to zero.
    (ii) Zero balance effective date. Provide the date on which the
underlying security's balance was reduced to zero.
    (20) Remaining term to maturity. Indicate the number of months
from the end of the reporting period to the maturity date of the
underlying security.
    (21) Current delinquency status. Indicate the number of days the
obligor is delinquent as determined by the governing transaction
agreement.
    (22) Number of days payment is past due. If the obligor has not
made the full scheduled payment, indicate the number of days since
the scheduled payment date.
    (23) Number of payments past due. Indicate the number of
payments the obligor is past due as of the end of the reporting
period.
    (24) Next reporting period payment amount due. Indicate the
total payment due to be collected in the next reporting period.
    (25) Next due date. For assets that have not been paid off,
indicate the next payment due date on the underlying security.
    (e) Information related to servicers. (1) Primary servicer.
Indicate the name or MERS organization number of the entity that
serviced the underlying security during the reporting period.
    (2) Most recent servicing transfer received date. If the
servicing of the underlying security has been transferred, provide
the effective date of the most recent servicing transfer.
    (f) Asset subject to demand. Indicate yes or no whether during
the reporting period the asset was the subject of a demand to
repurchase or replace for breach of representations and warranties,
including investor demands upon a trustee. If the asset is the
subject of a demand to repurchase or replace for breach of
representations and warranties, including investor demands upon a
trustee, provide the following additional information:
    (1) Status of asset subject to demand. Indicate the code that
describes the status of the repurchase or replacement demand as of
the end of the reporting period.
    (2) Repurchase amount. Provide the amount paid to repurchase the
underlying security from the pool.
    (3) Demand resolution date. Indicate the date the underlying
security repurchase or replacement demand was resolved.
    (4) Repurchaser. Specify the name of the repurchaser.
    (5) Repurchase or replacement reason. Indicate the code that
describes the reason for the repurchase or replacement.
    Item 6. Resecuritizations.
    (a) If the asset pool includes asset-backed securities, provide
the asset-level information specified in Item 5. Debt Securities in
this Schedule AL for each security in the asset pool.
    (b) If the asset pool includes asset-backed securities issued
November 23, 2016, provide the asset-level information specified in
Sec.  229.1111(h) for the assets backing each security in the asset
pool.

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

0
22. The authority citation for Part 230 continues to read, in part, as
follows:

    Authority:  15 U.S.C. 77b, 77b note, 77c, 77d, 77d note, 77f,
77g, 77h, 77j, 77r, 77s, 77z-3, 77sss, 78c, 78d, 78j, 78l, 78m, 78n,
78o, 78o-7 note, 78t, 78w, 78ll(d), 78mm, 80a-8, 80a-24, 80a-28,
80a-29, 80a-30, and 80a-37, and Pub. L. No. 112-106, sec. 201(a),
126 Stat. 313 (2012), unless otherwise noted.
* * * * *

Sec.  230.139a  [Amended]

0
23. Amend Sec.  230.139a by:
0
a. In the introductory text removing the phrase ``General Instruction
I.B.5 of Form S-3 (Sec.  239.13 of this chapter) (``S-3 ABS'')'' and
adding in its place ``Form SF-3 (Sec.  239.45 of this chapter) (``SF-3
ABS'')''; and
0
b. Removing the phrase ``S-3 ABS'' and adding in its place the phrase
``SF-3 ABS'' wherever it appears.

Sec.  230.167  [Amended]

0
24. Amend Sec.  230.167, paragraph (a), by removing 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'' and adding in its place ``registered on
Form SF-3 (Sec.  239.45 of this chapter)''.
0
25. Amend Sec.  230.190 by:
0
a. Revising paragraph (b)(1);

0
b. In paragraph (b)(6) removing ``; and'' and adding a period in its
place;
0
c. Removing paragraph (b)(7); and
0
d. Adding paragraph (d).
    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, 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;
* * * * *
    (d) Notwithstanding paragraph (c) of this section (that is,
although the pool asset described in paragraph (c) of this section is
an not an ``underlying security'' for purposes of this section), if the
pool assets for the asset-backed securities are collateral certificates
or special units of beneficial interest, those collateral certificates
or special units of beneficial interest must be registered concurrently
with the registration of the asset-backed securities. However, pursuant
to Sec.  230.457(t) no separate registration fee for the certificates
or special units of beneficial interest is required to be paid.

Sec.  230.193  [Amended]

0
26. Amend Sec.  230.193 by removing the phrase ``Section 3(a)(77) of
the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(77)),'' and
adding in its place ``Section 3(a)(79) of the Securities Exchange Act
of 1934 (15 U.S.C. 78c(a)(79)),''.

0
27. Amend Sec.  230.401 by:
0
a. In paragraph (g)(1) removing the phrase ``and (g)(3)'' and adding in
its place ``, (g)(3), and (g)(4)''; and
0
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 become
effective previously, requirements as to proper form under this section
will have been violated for any offering of securities where the
requirements of General Instruction I.A. of Form SF-3 (Sec.  239.45 of
this chapter) have 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]

0
28. Amend Sec.  230.405 by, in paragraph (1) of the definition of a
Free writing prospectus, adding the phrase ``Rule 430D (Sec.
230.430D),'' before ``or Rule 431''.
0
29. Amend Sec.  230.415 by:
0
a. Revising paragraphs (a)(1)(vii) and (a)(1)(ix); and
0
b. 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(c))
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;
    Instruction to paragraph (a)(1)(vii): The requirements of General
Instruction I.B.1 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(c)) registered in reliance on this paragraph (a)(1)(vii).
* * * * *
    (ix) Securities, other than asset-backed securities (as defined in
17 CFR 229.1101(c)), 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(c))
that 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.
* * * * *

0
30. Amend Sec.  230.424 by:
0
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),'';
0
b. Redesignating the Instruction following the note to paragraph (b)(8)
as ``Instruction to paragraph (b):'' and in that newly redesignated
instruction removing the phrase ``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)'' and adding in its
place ``asset-backed securities under Sec.  230.415(a)(1)(vii) or
230.415(a)(1)(xii)''; and
0
c. Adding paragraph (h).
    The addition reads as follows:

Sec.  230.424  Filing of prospectuses, number of copies.

* * * * *
    (h)(1) Three copies of a form of prospectus relating to an offering
of asset-backed securities pursuant to Sec.  230.415(a)(1)(vii) or
Sec.  230.415(a)(1)(xii) disclosing information previously omitted from
the prospectus filed as part of an effective registration statement in
reliance on Sec.  230.430D shall be filed with the Commission at least
three business days before the date of the first sale in the offering,
or if used earlier, the earlier of:
    (i) The applicable number of business days before the date of the
first sale; or
    (ii) The second business day after first use.
    (2) Three copies of a prospectus supplement relating to an offering
of asset-backed securities pursuant to Sec.  230.415(a)(1)(vii) or
Sec.  230.415(a)(1)(xii) that reflects any material change from the
information contained in a prospectus filed in accordance with Sec.
230.424(h)(1) shall be filed with the Commission at least forty-eight
hours before the date and time of the first sale in the offering. The
prospectus supplement must clearly delineate what material information
has changed and how the information has changed from the prospectus
filed in accordance with paragraph (h)(1) of this section.
    Instruction to paragraph (h): The filing requirements of this
paragraph (h) do not apply if a filing is made solely to add fees
pursuant to Sec.  230.457 and for no other purpose.

Sec.  230.430B  [Amended]

0
31. Amend Sec.  230.430B, paragraph (a), first sentence 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 ``Rule 415(a)(1)(x) (Sec.
230.415(a)(1)(x))''; and in the second sentence removing the phrase
``(vii) or ''.

Sec.  230.430C  [Amended]

0
32. Amend Sec.  230.430C, paragraph (a), by adding the phrase ``or Rule
430D (Sec.  230.430D)'' after the phrase ``in reliance on Rule 430B
(Sec.  230.430B)''.

0
33. 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) A form of prospectus filed as part of a registration statement
for primary offerings of asset-backed securities pursuant to Sec.
230.415(a)(1)(vii) or Sec.  230.415(a)(1)(xii) 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
Sec.  230.409.
    (b) Information omitted from a form of prospectus that is part of
an effective registration statement in reliance on paragraph (a) of
this section (other than information with respect to offering price,
underwriting syndicate (including any material relationships between
the registrant and underwriters not named therein), underwriting
discounts or commissions, discounts or commissions to dealers, amount
of proceeds or other matters dependent upon the offering price to the
extent such information is unknown or not reasonably available to the
issuer pursuant to Sec.  230.409) shall be disclosed in a form of
prospectus required to be filed with the Commission pursuant to Sec.
230.424(h). Each 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 (15 U.S.C. 77g).
    (c) 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 (15 U.S.C. 77j) for the
purpose of section 5(b)(1) of the Act (15 U.S.C. 77e(b)(1)). 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) (15 U.S.C. 77e(b)(2)) or
exception (a) of section 2(a)(10) of the Act (15 U.S.C. 77b(a)(10)(a)).
    (d)(1) Except as provided in paragraph (b) or (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 prospectus filed pursuant to Sec.  230.424(b); or
    (iii) 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 Sec.  230.424(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 Sec.  230.424(h) shall be deemed part
of and included in the registration statement the earlier of the date
such form of filed prospectus is filed with the Commission pursuant to
Sec.  230.424(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 Sec.  230.424(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 (15 U.S.C. 77k) 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 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 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 (15 U.S.C. 77g) 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 (15 U.S.C. 77k), 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 (15 U.S.C. 77j(a)(3)) 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 (15 U.S.C.
77j(a)(3)) or pursuant to Item 512(a)(1)(ii) of Regulation S-K (Sec.
229.512(a)(1)(ii) of this chapter) (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 (15 U.S.C. 77k(a)).
    (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 (15 U.S.C.
77g), 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 Sec.  230.436; 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 (15 U.S.C. 77g) or Sec.
230.436.
    (g) Notwithstanding paragraph (e) or (f) of this section or Sec.
230.412(a), 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 Sec.  230.424(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 (15 U.S.C. 78m or 78o(d))
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 Sec.  230.424(b)(2) or
(b)(5).
    (i) Issuers relying on this section shall furnish the undertakings
required by Item 512(a) of Regulation S-K (Sec.  229.512(a) of this
chapter).

Sec.  230.433  [Amended]

0
34. Amend Sec.  230.433 by:
0
a. In paragraph (b)(1)(i) removing the phrase ``I.B.5, I.C., or I.D.
thereof'' and adding in its place ``I.C., or I.D. thereof or on Form
SF-3 (Sec.  239.45 of this chapter)'';
0
b. In paragraph (c)(1)(i) removing the phrase ``Rule 430B or Rule 430C
(Sec.  230.430B or Sec.  230.430C)'' and adding in its place ``Rule
430B (Sec.  230.430B), Rule 430C (Sec.  230.430C) or Rule 430D (Sec.
230.430D)''; and
0
c. Removing paragraph (d)(6)(iii).

0
35. 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 of this chapter), 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)(1) of the Act (15 U.S.C. 77f(b)(1)) 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 Sec.  230.457(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 Sec.
230.424(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 Sec.  230.424(h).
    (2) A registration statement filed relying on the pay-as-you-go
registration fee payment provisions of paragraph (c)(1) of this section
will be considered filed as to the securities or classes of securities
identified in the registration statement for purposes of this section
and section 5 of the Act (15 U.S.C. 77e) when it is received by the
Commission, if it complies with all other requirements of the Act and
the rules with respect to it.
    (3) The securities sold pursuant to a registration statement will
be considered registered, for purpose of section 6(a) of the Act (15
U.S.C. 77f(a)), if the pay-as-you-go registration fee has been paid and
the post-effective amendment or prospectus including the amended
``Calculation of Registration Fee'' table is filed pursuant to
paragraph (c)(1) of this section.

0
36. 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 of this
chapter), the registration fee is to be calculated in accordance with
this section. When the issuer elects to defer payment of the fees
pursuant to Sec.  230.456(c), the ``Calculation of Registration Fee''
table in the registration statement must indicate that the issuer is
relying on Sec.  230.456(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 Sec.  230.456(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 security to be offered is a collateral certificate or
is a special unit of beneficial interest, underlying asset-backed
securities (as defined in Sec.  229.1101(c) of this chapter) which are
being registered concurrently, no separate fee for the certificate or
the special unit of beneficial interest shall be payable.

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

0
37. The authority citation for Part 232 continues to read, in part, as
follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 77z-3,
77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll, 80a-6(c),
80a-8, 80a-29, 80a-30, 80a-37, and 7201 et seq.; and 18 U.S.C. 1350.
* * * * *

0
38. 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 Sec.  229.1111(h) of this
chapter.
* * * * *

0
39. Amend Sec.  232.101 by:
0
a. In paragraph (a)(1)(xii) removing ``and'' after the semicolon;
0
b. Adding paragraph (a)(1)(xiv); and
0
c. Redesignating the note following paragraph (a)(3) as ``Note to
paragraph (a)(3)'' and in the newly redesignated Note to paragraph
(a)(3) removing the phrase ``F-2 and F-3 (see Sec. Sec.  239.12,
239.13, 239.16b, 239.32 and 239.33'' and adding in its place ``SF-3, F-
2 and F-3 (see Sec. Sec.  239.12, 239.13, 239.16b, 239.32, 239.33 and
239.45''.
    The addition reads as follows:

Sec.  232.101  Mandated electronic submissions and exceptions.

    (a) * * *
    (1) * * *
    (xiv) Form ABS-EE (Sec.  249.1401 of this chapter); and
* * * * *

0
40. Amend Sec.  232.201 by:
0
a. Revising paragraph (a) introductory text;
0
b. In Note 1 to paragraph (b) removing the phrase ``and F-3 (see
Sec. Sec.  239.12, 239.13, 239.16b, 239.32 and 239.33 of this section''
and adding in its place ``, F-3 and SF-3 (see Sec. Sec.  239.12,
239.13, 239.16b, 239.32, 239.33 and 239.45 of this chapter''; and
0
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), or an Asset Data File (as defined in Sec.
232.11), 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) and any asset related
document pursuant to Items 601(b)(102) and 601(b)(103) (Sec. Sec.
229.601(b)(102) and 229.601(b)(103) of this chapter) the electronic
filer still can timely satisfy the requirement to submit the Asset Data
File or any asset related document in the following manner by:
    (1) Posting on a Web site the Asset Data File and any asset related
documents unrestricted as to access and free of charge;
    (2) Substituting for the Asset Data File and any asset related
documents in the required Form ABS-EE (Sec.  249.1401 of this chapter),
a statement specifying the Web site address and that sets forth the
following legend; and

    IN ACCORDANCE WITH THE TEMPORARY HARDSHIP EXEMPTION PROVIDED BY
RULE 201 OF REGULATION S-T, THE DATE BY WHICH THE ASSET DATA FILE IS
REQUIRED TO BE SUBMITTED HAS BEEN EXTENDED BY SIX BUSINESS DAYS.

    (3) Submitting the required Asset Data File and asset related
documents no later than six business days after the Asset Data File
originally was required to be submitted.

Sec.  232.202  [Amended]

0
41. Amend Sec.  232.202, paragraph (a) introductory text, by removing
the phrase ``or a Form D (Sec.  239.500 of this chapter)'' and adding
in its place ``, a Form D (Sec.  239.500 of this chapter), or an Asset
Data File (Sec.  232.11)''.

0
42. 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 (as defined in Sec.  232.11) or XBRL-Related
Documents (as defined in Sec.  232.11).

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

0
43. 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, 78 o(d), 78o-7, 78o-7 note, 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, and Pub. L. No. 111-203,
sec. 939A, 124 Stat. 1376 (2010), unless otherwise noted.
* * * * *

0
44. 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 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 229.1101(c).

0
45. 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
229.1101(c).
* * * * *

0
46. Amend Sec.  239.13 by:
0
a. Removing paragraph (a)(4);
0
b. Redesignating paragraphs (a)(5), (a)(6), (a)(7) and (a)(8) as
paragraphs (a)(4), (a)(5), (a)(6), and (a)(7), respectively;
0
c. Revising paragraph (b)(5); and
0
d. In paragraph (e) introductory text removing the phrase ``(a)(2),
(a)(3) and (a)(4)'' and adding in its place ``(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 229.1101(c).
* * * * *
0
47. Amend Form S-3 (referenced in Sec.  239.13) by:
0
a. Removing General Instruction I.A.4;
0
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, respectively;
0
c. Revising General Instruction I.B.5;
0
d. Removing ``I.B.5,'' in General Instruction II.F; and
0
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 229.1101(c).
* * * * *

0
48. 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).

0
49. 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.

[GRAPHIC] [TIFF OMITTED] TR24SE14.001

    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
----------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------
Title of each class    Amount to be           Proposed maximum       Proposed maximum       Amount of
 of securities to be    registered             offering price per     aggregate offering     registration fee
 registered                                    unit                   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 230.499) 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. With respect to all registrants required to provide asset-level
information pursuant to Item 1111(h) of Regulation AB (17 CFR
229.1111(h)):
    1. The disclosures filed as exhibits to Form ABS-EE in accordance
with Items 601(b)(102) and 601(b)(103) of Regulation S-K (17 CFR
229.601(b)(102) and 601(b)(103)) must be incorporated by reference into
the prospectus that is part of the registration statement.
    2. If the pool assets include asset-backed securities of a third-
party, registrants may reference the third-party's filings of asset-
level data pursuant to Item 1100(c)(2) of Regulation AB (17 CFR
229.1100(c)(2)), except that the third-party is not required to meet
the definition of significant obligor in Item 1101(k) of Regulation AB
(17 CFR 229.1101(k)).
    3. 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, pursuant to Item
6.06 of Form 8-K (17 CFR 249.308), provided that the information is
incorporated by reference into the prospectus that is part of the
registration statement. Incorporation by reference must comply 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 of pool assets;
    (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 and Item 1125 of Regulation AB (17 CFR
229.1125), Schedule AL--Asset-level information;
    (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 the following
documents filed at or prior to the time of effectiveness shall be
deemed incorporated by reference into the prospectus:
    (1) Any disclosures pursuant to Item 1111(h) (17 CFR 229.1111(h))
and filed as exhibits to Form ABS-EE in accordance with Items
601(b)(102) or 601(b)(103) of Regulation S-K (17 CFR 229.601(b)(102) or
601(b)(103)); and
    (2) all current reports filed pursuant to Item 6.06 of Form 8-K (17
CFR 249.308) pursuant to Sections 13(a), 13(c), or 15(d) of the
Exchange Act.
    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 information 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.
    (b)(2) You must:
    (i) Identify the reports and other information that you file with
the SEC.
    (ii) State that any materials you file with the SEC will be
available for Web site viewing and printing in the Commission's Public
Reference Room, 100 F Street NE., Washington, DC 20549, on official
business days between the hours of 10:00 a.m. and 3:00 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.
    1. The registration statement shall be signed by the depositor, the
depositor's principal executive officer or officers, its principal
financial officer, and

controller or principal accounting officer 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.

0
50. 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 may be used for registration under the Securities Act of
1933 (``Securities Act'') of offerings of asset-backed securities, as
defined in 17 CFR 229.1101(c). Any registrant which meets the
requirements of paragraph (a) of this section may use this Form for the
registration of asset-backed securities (as defined in 17 CFR
229.1101(c)) under the Securities Act which are offered in any
transaction specified in paragraph (b) of this section provided that
the requirements applicable to the specified transaction are met. Terms
used have the same meaning as in Item 1101 of Regulation AB (17 CFR
229.1101).
    (a) Registrant requirements. Registrants must meet the following
conditions in order to use this Form for registration under the
Securities Act of asset-backed securities offered in the transactions
specified in paragraph (b) of this section:
    (1) 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)) is or was 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)(i) through (iv) of this
section with respect to a previous offering of asset-backed 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 certifications required by paragraph (b)(1)(i) of
this section; and
    (ii) Such depositor and each such issuing entity must have filed on
a timely basis all transaction agreements containing the provisions
that are required by paragraphs (b)(1)(ii) through (iv) of this
section.
    (iii) If such depositor or issuing entity fails to meet the
requirements of paragraphs(a)(1)(i) and (ii) of this section, such
depositor or issuing entity will be deemed to satisfy such requirements
for purposes of this Form 90 days after the date it files the
information required by paragraphs (a)(1)(i) and (ii) of this section;
provided however that if the information is filed within 90 days of
evaluating compliance with this paragraph (a) such depositor and
issuing entity will be deemed to have been in compliance with such
requirements for purposes of this Form 90 days after the date it files
the information required by paragraphs (a)(1)(i) and (ii) of this
section.
    Instruction to paragraph (a)(1). The registrant must provide
disclosure in a prospectus that is part of the registration statement
that it has met the registrant requirements of paragraph (a)(1) of this
section.
    (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)) is or was 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 or 15(d) of the Exchange Act (15 U.S.C. 78m 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 Sec.  240.12b-
25(b) of this chapter 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 Sec.  240.12b-
25(b) of this chapter. 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 Sec.  230.405 of this chapter.
    (b) Transaction Requirements. If the registrant meets the
registrant requirements specified in paragraph (a) of this section, an
offering meeting the following conditions may be registered on this
Form SF-3:
    (1) Asset-backed securities (as defined in Sec.  229.1101(c) of
this chapter) to be offered for cash where the following have been
satisfied:
    (i) Certification. The registrant files a certification in
accordance with Item 601(b)(36) of Regulation S-K (Sec.  229.601(b)(36)
of this chapter) signed by the chief executive officer of the depositor
with respect to each offering of securities that is registered on this
Form.
    (ii) Asset review provision. 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, must
provide for the following:
    (A) The selection and appointment of an asset representations
reviewer that is not:
    (1) Affiliated with any sponsor, depositor, servicer, or trustee of
the transaction, or any of their affiliates; or
    (2) The same party or an affiliate of any party hired by the
sponsor or the underwriter to perform pre-closing due diligence work on
the pool assets;
    (B) The asset representations reviewer shall have authority to
access copies of any underlying documents related to performing a
review of the pool assets;
    (C) The asset representations reviewer shall be responsible for
reviewing the underlying assets for compliance with the representations
and warranties on the pool assets, and shall not otherwise be the party
to determine whether noncompliance with representations or warranties
constitutes a breach of any contractual provision. Reviews shall be
required under the transaction documents, at a minimum, when the
following conditions are met:
    (1) A threshold of delinquent assets, as specified in the
transaction

agreements, has been reached or exceeded; and
    (2) An investor vote to direct a review, pursuant to the processes
specified in the transaction agreements, provided that the agreement
not require more than:
    (i) 5% of the total interest in the pool in order to initiate a
vote and
    (ii) A simple majority of those interests casting a vote to direct
a review by the asset representations reviewer;
    (D) The asset representations reviewer shall perform, at a minimum,
reviews of all assets 60 days or more delinquent when the conditions
specified in paragraph (b)(1)(ii)(C) of this section are met; and
    (E) The asset representations reviewer shall provide a report to
the trustee of the findings and conclusions of the review of the
assets.
    Instruction to paragraph (b)(1)(ii). The threshold of delinquent
assets shall be calculated as a percentage of the aggregate dollar
amount of delinquent assets in a given pool to the aggregate dollar
amount of all the assets in that particular pool, measured as of the
end of the reporting period. If the transaction has multiple sub-pools,
the transaction agreements must provide that:
    1. The delinquency threshold shall be calculated with respect to
each sub-pool; and
    2. The investor vote calculation shall be measured as a percentage
of investors' interest in each sub-pool.
    (iii) Dispute resolution provision. 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, must provide for the following:
    (A) If an asset subject to a repurchase request, pursuant to the
terms of the transaction agreements, is not resolved by the end of a
180-day period beginning when notice of the request is received, then
the party submitting such repurchase request shall have the right to
refer the matter, at its discretion, to either mediation or third-party
arbitration, and the party obligated to repurchase must agree to the
selected resolution method.
    (B) If the party submitting the request elects third-party
arbitration, the arbitrator shall determine the allocation of any
expenses. If the party submitting the request elects mediation, the
parties shall mutually determine the allocation of any expenses.
    (iv) Investor communication provision. 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, must contain a provision requiring that the party responsible
for making periodic filings on Form 10-D (Sec.  249.312 of this
chapter) include in the Form 10-D any request received during the
reporting period from an investor to communicate with other investors
related to investors exercising their rights under the terms of the
transaction agreements. The disclosure regarding the request to
communicate is required to include no more than the name of the
investor making the request, the date the request was received, a
statement to the effect that the party responsible for filing the Form
10-D has received a request from such investor, stating that such
investor is interested in communicating with other investors with
regard to the possible exercise of rights under the transaction
agreements, and a description of the method other investors may use to
contact the requesting investor.
    Instruction to paragraph (b)(1)(iv). If an underlying transaction
agreement contains procedures in order to verify that an investor is,
in fact, a beneficial owner for purposes of invoking the investor
communication provision, the verification procedures may require no
more than the following:
    1. If the investor is a record holder of the securities at the time
of a request to communicate, then the investor will not have to provide
verification of ownership, and
    2. If the investor is not the record holder of the securities, then
the person obligated to make the disclosure may require no more than a
written certification from the investor that it is a beneficial owner
and one other form of documentation such as a trade confirmation, an
account statement, a letter from the broker or dealer, or other similar
document.
    (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) of this section 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 Sec.
230.190(c)(1) through (4) of this chapter.

0
51. 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.

[GRAPHIC] [TIFF OMITTED] TR24SE14.002

    If any of the securities being registered on this Form SF-3 are to
be offered pursuant to Rule 415 under the Securities Act of 1933, check
the following box: [ ]

    If this Form SF-3 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 SF-3 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
----------------------------------------------------------------------------------------------------------------

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

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(s) 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(c) and Rule
457(s). 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(c)(1)(ii) (Sec.  230.456(c)(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.
    3. 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 Requirements'') provided that the requirements
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 asset-backed securities offered in the transactions
specified in I.B. below:
    1. 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)) is or was 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(a), I.B.1(b),
I.B.1(c), and I.B.1(d) of this Form with respect to a previous offering
of asset-backed 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 certifications required by I.B.1(a);
    (b) Such depositor and each such issuing entity must have filed on
a timely basis all transaction agreements containing the provisions
that are required by I.B.1(b), I.B.1(c), and I.B.1(d); and
    (c) If such depositor or issuing entity fails to meet the
requirements of I.A.1(a) and I.A.1(b), such depositor or issuing entity
will be deemed to satisfy such requirements for purposes of this Form
SF-3 90 days after the date it files the information required by
I.A.1(a) and I.A.1(b).
    Instruction to General Instruction I.A.1: The registrant must
provide disclosure in a prospectus that is part of the registration
statement that it has met the registrant requirements of I.A.1.
    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)) is or was 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 SF-3 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 or 15(d) of the Exchange Act (15 U.S.C. 78m 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. Transaction Requirements. If the registrant meets the Registrant
Requirements specified in I.A. above, an offering meeting the following
conditions may be registered on Form SF-3:
    1. Asset-backed securities (as defined in 17 CFR 229.1101(c)) to be
offered for cash where the following have been satisfied:
    (a) 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.
    (b) Asset Review Provision. 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, must
provide for the following:
    (A) The selection and appointment of an asset representations
reviewer that is not (i) affiliated with any sponsor, depositor,
servicer, or trustee of the transaction, or any of their affiliates, or
(ii) the same party or an affiliate of any party hired by the sponsor
or the underwriter to perform pre-closing due diligence work on the
pool assets;
    (B) The asset representations reviewer shall have authority to
access copies of any underlying documents related to performing a
review of the pool assets;
    (C) The asset representations reviewer shall be responsible for
reviewing the underlying assets for compliance with the representations
and warranties on the pool assets, and shall not otherwise be the party
to determine whether noncompliance with representations or warranties
constitutes a breach of any contractual provision. Reviews shall be
required under the transaction documents, at a minimum, when the
following conditions are met:
    (1) A threshold of delinquent assets, as specified in the
transaction agreements, has been reached or exceeded; and
    (2) an investor vote to direct a review, pursuant to the processes
specified in the transaction agreements, provided that the agreement
not require more than: (a) 5% of the total interest in the pool in
order to initiate a vote and (b) a simple majority of those interests
casting a vote to direct a review by the asset representations
reviewer;
    (D) The asset representations reviewer shall perform, at a minimum,
reviews of all assets 60 days or more delinquent when the conditions
specified in paragraph C are met; and
    (E) The asset representations reviewer shall provide a report to
the trustee of the findings and conclusions of the review of the
assets.
    Instruction to I.B.1(b). The threshold of delinquent assets shall
be calculated as a percentage of the aggregate dollar amount of
delinquent assets in a given pool to the aggregate dollar amount of all
the assets in that particular pool, measured as of the end of the
reporting period. If the transaction has multiple sub-pools, the
transaction agreements must provide that (i) the delinquency threshold
shall be calculated with respect to each sub-pool and (ii) the investor
vote calculation shall be measured as a percentage of investors'
interest in each sub-pool.
    (c) Dispute Resolution Provision. 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, must
provide for the following:
    (A) If an asset subject to a repurchase request, pursuant to the
terms of the transaction agreements, is not resolved by the end of a
180-day period beginning when notice of the request is received, then
the party submitting such repurchase request shall have the right to
refer the matter, at its discretion, to either mediation or third-party
arbitration, and the party obligated to repurchase must agree to the
selected resolution method.
    (B) If the party submitting the request elects third-party
arbitration, the arbitrator shall determine the allocation of any
expenses. If the party submitting the request elects mediation, the
parties shall mutually determine the allocation of any expenses.
    (d) Investor Communication Provision. 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, must contain a provision requiring that the party responsible
for making periodic filings on Form 10-D (Sec.  249.312) include in the
Form 10-D any request received during the reporting period from an
investor to communicate with other investors related to investors
exercising their rights under the terms of the transaction agreements.
The disclosure regarding the request to communicate is required to
include no more than the name of the investor making the request, the
date the request was received, a statement to the effect that the party
responsible for filing the Form 10-D has received a request from such
investor, stating that such investor is interested in communicating
with other investors with regard to the possible exercise of rights
under the transaction agreements, and a description of the method other
investors may use to contact the requesting investor.
    Instruction to I.B.1(d). If an underlying transaction agreement
contains procedures in order to verify that an investor is, in fact, a
beneficial owner for purposes of invoking the investor communication
provision, the verification procedures may require no more than the
following: (1) If the investor is a record holder of the securities at
the time of a request to communicate, then the investor will not have
to provide verification of ownership, and (2) if the investor is not
the record holder of the securities, then the person obligated to make
the disclosure may require no more than a written certification from
the investor that it is a beneficial owner and one other form of
documentation such as a trade confirmation, an account statement, a
letter from the broker or dealer, or other similar document.
    (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 230.190(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 (l7 CFR
230.400 to 230.499). 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 SF-3 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 SF-3. 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 SF-3, 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 and other transaction parties;
    (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 of pool assets;
    (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 and Item 1125 of Regulation AB (17 CFR
229.1125), Schedule AL--Asset-level information;
    (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).
    Instruction: Registrants may elect to file the information required
by this item pursuant to Item 6.06 of Form 8-K (17 CFR 249.308).
Incorporation by reference must comply with Item 10 of this Form.
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 the following
documents filed by the date of the filing of a preliminary prospectus
filed in accordance with Rule 424(h) (17 CFR 230.424(b)) or a final
prospectus meeting the requirements of section 10(a) of the Securities
Act (15 U.S.C. 77j(a)) filed in accordance with Rule 424(b) (17 CFR
230.424(b)) are incorporated by reference into the prospectus that is
part of the registration statement:
    (1) The disclosures filed as exhibits to Form ABS-EE in accordance
with Items 601(b)(102) and Item 601(b)(103) of Regulation S-K (17 CFR
601(b)(102) and 601(b)(103)); and
    (2) except that if the pool assets include asset-backed securities
of a third-party, then registrants may reference the third-party's
filings of asset-level data pursuant to Item 1100(c)(2) of Regulation
AB (17 CFR 229.1100(c)(2)). The third-party is not required to meet the
definition of significant obligor in Item 1101(k) of Regulation AB (17
CFR 229.1101(k)).
    Instruction. Attention is directed to Rule 439 (17 CFR 230.439)
regarding consent to use of material incorporated by reference.
    (b) Registrants may elect to file the information required by Item
1105 of Regulation AB (17 CFR 229.1105), Static Pool, pursuant to Item
6.06 of Form 8-K (17 CFR 249.308), provided that the information is
incorporated by reference into the prospectus that is part of the
registration statement.
    (c) 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;
    (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.
    (d) 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 reports subsequently filed by the
registrant pursuant to Sections 13(a), 13(c) 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) 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.
    (e)(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 information and other
documents may be accessed.
    Note to Item 10(d)(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.
    (ii) State that any materials you file with the SEC will be
available for Web site viewing and printing in the Commission's Public
Reference Room, 100 F Street NE., Washington, DC 20549, on official
business days between the hours of 10:00 a.m. and 3:00 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-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)
-----------------------------------------------------------------------
(Date)
Instructions.
    1. The registration statement shall be signed by the depositor, the
depositor's principal executive officer or officers, its principal
financial officer, and controller or principal accounting officer 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.

PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF
1934

0
52. The general authority citation for Part 240 is revised to read as
follows:

    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3,
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78c-3, 78c-5, 78d, 78e, 78f,
78g, 78i, 78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78n-1, 78o, 78o-4,
78o-10, 78p, 78q, 78q-1, 78s, 78u-5, 78w, 78x, 78ll, 78mm, 80a-20,
80a-23, 80a-29, 80a-37, 80b-3, 80b-4, 80b-11, 7201 et seq.; and
8302; 7 U.S.C. 2(c)(2)(E); 12 U.S.C. 5221(e)(3); 18 U.S.C. 1350; and
Pub. L. 111-203, 939A, 124 Stat. 1376, (2010), unless otherwise
noted.
* * * * *

Sec.  240.3a68-1a  [Amended]

0
53. Amend Sec.  240.3a68-1a, paragraphs (a)(1)(iv)(D), (a)(1)(iv)(G),
(a)(1)(iv)(H)(1) through (3), (c)(1), (c)(3)(ii), (c)(4), and (c)(5) by
removing references to ``3(a)(77) of the Act (15 U.S.C. 78c(a)(77))''
and adding in their place ``3(a)(79) of the Act (15 U.S.C.
78c(a)(79))''.

Sec.  240.3a68-1b  [Amended]

0
54. Amend Sec.  240.3a68-1b, paragraphs (a)(1)(iv)(D), (a)(1)(iv)(G),
(a)(1)(iv)(H)(1) through (3), (c)(1), (c)(3)(ii), (c)(4), and (c)(5) by
removing references to ``3(a)(77) of the Act (15 U.S.C. 78c(a)(77))''
and adding in their place ``3(a)(79) of the Act (15 U.S.C.
78c(a)(79))''.

0
55. Amend Sec.  240.15c2-8 by:
0
a. In paragraph (b) revising the last sentence; and
0
b. Removing paragraph (j).
    The revisions read as follows:

Sec.  240.15c2-8  Delivery of prospectus.

* * * * *
    (b) * * * Provided, however, this paragraph (b) shall apply to all
issuances of asset-backed securities (as defined in Sec.  229.1101(c)
of this chapter) regardless of whether the issuer has previously been
required to file reports pursuant to sections 13(a) or 15(d) of the
Securities Exchange Act of 1934, or exempted from the requirement to
file reports thereunder pursuant to section 12(h) of the Act (15 U.S.C.
78l).
* * * * *

Sec.  240.15d-22  [Amended]

0
56. Amend Sec.  240.15d-22, amend paragraphs (a) introductory text and
(b)(1) by removing the reference ``230.415(a)(1)(x)'' and adding in its
place ``230.415(a)(1)(xii)''.
* * * * *

Sec.  240.15Ga-1  [Amended]

0
57. Amend Sec.  240.15Ga-1, paragraph (a) by removing the reference to
``Section 3(a)(77) of the Securities Exchange Act of 1934)'' and adding
in its place ``Section 3(a)(79) of the Securities Exchange Act of 1934
(15 U.S.C. 78c(a)(79))''.

Sec.  240.17g-7  [Amended]

0
58. Amend Sec.  240.17g-7, introductory text by removing the reference
to ``Section 3(a)(77) of the Securities Exchange Act of 1934'' and
adding in its place ``Section 3(a)(79) of the Securities Exchange Act
of 1934 (15 U.S.C. 78c(a)(79))''.

PART 243--REGULATION FD

0
59. The authority citation for Part 243 continues to read as follows:

    Authority:  15 U.S.C. 78c, 78i, 78j, 78m, 78o, 78w, 78mm, and
80a-29, unless otherwise noted.

Sec.  243.103  [Amended]

0
60. Amend Sec.  243.103, paragraph (a) by removing the phrase ``and S-8
(17 CFR 239.16b)'' and adding in its place ``, S-8 (17 CFR 239.16b) and
SF-3 (17 CFR 239.45)''.

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

0
61. The authority citation for Part 249 continues to read, in part, as
follows:

    Authority: 15 U.S.C. 78a et seq. and 7201 et seq.; 12 U.S.C.
5461 et seq.; and 18 U.S.C. 1350, unless otherwise noted.
* * * * *

0
62. Amend Form 8-K (referenced in Sec.  249.308) by:
0
a. Adding a checkbox to the end of the cover page;
0
b. Revising General Instruction G.2.; and
0
c. Adding Item 6.06.
    The revision and addition read as follows:

    Note: The text of Form 8-K does not, and this amendment will
not, appear in the Code of Federal Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
* * * * *
GENERAL INSTRUCTIONS
* * * * *
G. Use of This Form by Asset-Backed Issuers. * * *
    2. Additional Disclosure for the Form 8-K Cover Page. Immediately
after the name of the issuing entity on the cover page of the Form 8-K,
as separate line items, identify the exact name of the depositor as
specified in its charter and the exact name of the sponsor as specified
in its charter. Include a Central Index Key number for the depositor
and the issuing entity, and if available, the sponsor.
* * * * *
INFORMATION TO BE INCLUDED IN THE REPORT
* * * * *
Item 6.06 Static Pool
    Regarding an offering of asset-backed securities registered on Form
SF-1 (17 CFR 239.44) or Form SF-3 (17 CFR 239.45), in lieu of providing
the static pool information as required by Item 1105 of Regulation AB
(17 CFR 229.1105) in a form of prospectus or prospectus, an issuer may
file the required information in this report or as an exhibit to this
report. The static pool disclosure must be filed by the time of
effectiveness of a registration statement on Form SF-1, by the same
date of the

filing of a form of prospectus, as required by Rule 424(h) (17 CFR
230.424(h)), and by the same date of the filing of a final prospectus
meeting the requirements of section 10(a) of the Securities Act (15
U.S.C. 77j(a)) filed in accordance with Rule 424(b) (17 CFR
230.424(b)).
    Instructions.
    1. Refer to Item 601(b)(106) of Regulation S-K (17 CFR
229.601(b)(106)) regarding the filing of exhibits to this Item 6.06.
    2. Refer to Item 10 of Form SF-1 (17 CFR 239.44) or Item 10 of Form
SF-3 (17 CFR 239.45) regarding incorporation by reference.
* * * * *

0
63. Amend Form 10-K (referenced in Sec.  249.310) by:
0
a. Adding a checkbox on the cover page before the paragraph that starts
``Indicate by check mark whether the registrant (1) has filed all
reports . . .''; and
0
b. Revising General Instruction J(2)(a).
    The revision reads as follows:

    Note:  The text of Form 10-K does not, and this amendment will
not, appear in the Code of Federal Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
* * * * *
GENERAL INSTRUCTIONS
* * * * *
J. Use of this Form by Asset-Backed Issuers.
    (2) * * *
    (a) Immediately after the name of the issuing entity on the cover
page of the Form 10-K, as separate line items, the exact name of the
depositor as specified in its charter and the exact name of the sponsor
as specified in its charter. Include a Central Index Key number for the
depositor and the issuing entity, and if available, the sponsor.
* * * * *
FORM 10-K
* * * * *

0
64. Amend Form 10-D (referenced in Sec.  249.312) by:
0
a. Revising General Instruction C(3);
0
b. Revising the beginning of the cover page above the line that reads
``(State or other jurisdiction of incorporation or organization of the
issuing entity)'';
0
c. Adding a checkbox to the cover page before the paragraph that starts
``Indicate by check mark whether the registrant (1) has filed . . .'';
0
d. Revising General Instruction D;
0
e. Revising Item 1 in Part I;
0
f. Adding Item 1A in Part I;
0
g. Adding Item 1B in Part I;
0
h. Redesignating Items 7, 8, and 9 as Items 8, 9, and 10 in Part II;
and
0
i. Adding new Item 7 in Part II.
    The revisions and additions read as follows:

    Note: The text of Form 10-D does not, and this amendment will
not, appear in the Code of Federal Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-D
* * * * *
GENERAL INSTRUCTIONS
* * * * *
C. Preparation of Report. * * *
    (3) Any item which is inapplicable or to which the answer is
negative may be omitted and no reference need be made in the report. If
substantially the same information has been previously reported by the
asset-backed issuer, an additional report of the information on this
Form need not be made. Identify the form or report on which the
previously reported information was filed. Identifying information
should include a Central Index Key number, file number and date of the
previously reported information. The term ``previously reported'' is
defined in Rule 12b-2 (17 CFR 240.12b-2).
D. Incorporation by Reference. * * *
    (3) With respect to all registrants required to provide asset-level
information pursuant to Item 1111(h) of Regulation AB (17 CFR
229.1111(h)):
    (a) The disclosures filed as exhibits to Form ABS-EE in accordance
with Item 601(b)(102) and Item 601(b)(103) of Regulation S-K (17 CFR
229.601(b)(102) and 601(b)(103)) must be incorporated by reference into
the Form 10-D.
    (b) If the pool assets include asset-backed securities of a third-
party, registrants may reference the third-party's filings of asset-
level data pursuant to Item 1100(c)(2) of Regulation AB (17 CFR
232.1100(c)(2)), except that the third-party is not required to meet
the definition of significant obligor in Item 1101(k) of Regulation AB
(17 CFR 232.1101(k)).
* * * * *
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-D
ASSET-BACKED ISSUER DISTRIBUTION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
    For the [identify distribution frequency (e.g., monthly/quarterly)]
distribution period from

, 20 to

, 20
Commission File Number of issuing entity:------------------------------
Central Index Key Number of issuing entity:----------------------------
-----------------------------------------------------------------------
(Exact name of issuing entity as specified in its charter)

Commission File Number of depositor:-----------------------------------
-----------------------------------------------------------------------
Central Index Key Number of depositor:---------------------------------
-----------------------------------------------------------------------
(Exact name of depositor as specified in its charter)

Central Index Key Number of sponsor (if applicable):-------------------
-----------------------------------------------------------------------
(Exact name of sponsor as specified in its charter)

-----------------------------------------------------------------------
(Name and telephone number, including area code, of the person to
contact in connection with this filing)
* * * * *
PART I--DISTRIBUTION INFORMATION
Item 1. Distribution and Pool Performance Information.
    Provide the information required by Item 1121(a) and (b) of
Regulation AB (17 CFR 229.1121(a) and (b)), and attach as an exhibit to
this report the distribution report delivered to the trustee or
security holders, as the case may be, pursuant to the transaction
agreements for the distribution period covered by this report. Any