[Federal Register Volume 83, Number 60 (Wednesday, March 28, 2018)]
[Rules and Regulations]
[Pages 13192-13196]
[FR Doc No: 2018-06129]

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ENVIRONMENTAL PROTECTION AGENCY

40 CFR Part 52

[EPA-R03-OAR-2016-0309; FRL-9975-82--Region 3]

Approval and Promulgation of Air Quality Implementation Plans;
Maryland; Reasonably Available Control Technology for Cement Kilns,
Revisions to Portland Cement Manufacturing Plant and Natural Gas
Compression Station Regulations, and Removal of Nitrogen Oxides
Reduction and Trading Program Replaced by Other Programs and
Regulations

AGENCY: Environmental Protection Agency (EPA).

ACTION: Final rule.

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SUMMARY: The Environmental Protection Agency (EPA) is approving state
implementation plan (SIP) revisions submitted by the State of Maryland.
The revisions pertain to reasonably available control technology (RACT)
for cement kilns, revisions to and recodification of certain provisions
for Portland cement manufacturing plants (cement plants) and internal
combustion (IC) engines at natural gas compression stations, and
removal of the obsolete Nitrogen Oxides (NOX) Reduction and
Trading Program that has been replaced by other trading programs or
addressed in other regulations. EPA is approving these revisions in
accordance with the requirements of the Clean Air Act (CAA).

DATES: This final rule is effective on April 27, 2018.

ADDRESSES: EPA has established a docket for this action under Docket ID
Number EPA-R03-OAR-2016-0309. All documents in the docket are listed on
the http://www.regulations.gov website. Although listed in the index,
some information is not publicly available, e.g., confidential business
information (CBI) or other information whose disclosure is restricted
by statute. Certain other material, such as copyrighted material, is
not placed on the internet and will be publicly available only in hard
copy form. Publicly available docket materials are available through
http://www.regulations.gov, or please contact the person identified in
the For Further Information Contact section for additional availability
information.

FOR FURTHER INFORMATION CONTACT: Marilyn Powers,<PHONE_NUMBER>, or by
email at [email protected].

SUPPLEMENTARY INFORMATION:

I. Background

    On November 13, 2017, (82 FR 52259), EPA published a notice of
proposed rulemaking (NPR) for the State of Maryland. In the NPR, EPA
proposed approval of revisions to Maryland regulations pertaining to
RACT for cement kilns, revisions to and recodification of certain
provisions for Portland cement plants and IC engines at natural gas
compression stations, and removal of the obsolete NOX
Reduction and Trading Program that has been replaced by other trading
programs or addressed in other regulations. The formal SIP revision
(Maryland SIP #15-04) was submitted on November 24, 2015 by the State
of Maryland, through the Maryland Department of the Environment (MDE),
for approval into the Maryland SIP.
    The submission is comprised of three State actions pertaining to
amendments to the Code of Maryland Regulations (COMAR) <IP_ADDRESS>,
COMAR <IP_ADDRESS>, COMAR 26.11.29, and COMAR 26.11.30. The amendments
address the requirement for NOX RACT for cement kilns for
the 2008 ozone national ambient air quality standards (NAAQS), the
removal of COMAR provisions related to the obsolete NOX
Budget Trading Program under the NOX SIP Call \1\ (that has
been replaced by other trading programs), the consolidation of all
existing and new requirements for cement kilns into one COMAR
regulation, the consolidation of all existing and new requirements for
IC engines into one COMAR regulation, the addition of new particulate
matter (PM) monitoring requirements, and the addition of an alternate
monitoring option for visible emissions at cement kilns. On February
17, 2017, MDE provided a letter to EPA clarifying the NOX
RACT limits and withdrawing from EPA's consideration a provision of its
regulation for natural gas compression stations.
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    \1\ See Finding of Significant Contribution and Rulemaking for
Certain States in the Ozone Transport Assessment Group Region for
Purposes of Reducing Regional Transport of Ozone, 63 FR 57371
(October 27, 1998).
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    As explained in the NPR, three areas or portions of areas in
Maryland were designated as nonattainment under the 2008 ozone NAAQS
(77 FR 30088, May 21, 2012). Under section 182 of the CAA, states must
review and revise the RACT requirements in their SIP to ensure that
these requirements would still be considered RACT under the new, more
stringent NAAQS. Major stationary sources \2\ of ozone precursor

emissions located in ozone nonattainment areas classified as moderate
and above (and sources located in the Ozone Transport Region (OTR), of
which the entire state of Maryland is a part) are subject to RACT
requirements. See sections 182(b)(2) and 184(b)(2) of the CAA. Section
182(f) of the CAA specifically requires RACT for major stationary
sources of NOX. The cement kilns in Maryland are major
stationary sources of NOX and are therefore required to be
evaluated for NOX RACT under the 2008 ozone NAAQS.
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    \2\ A major stationary source of NOX in a marginal or
moderate ozone nonattainment area, or in an ozone transport region,
is a source that emits or has the potential to emit 100 tons of
NOX.
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    The NOX Budget Trading Program was established under the
NOX SIP Call to allow electric generating units (EGUs)
greater than 25 megawatts and industrial non-electric generating units
(or non-EGUs) with a rated heat input greater than 250 million British
thermal units per hour (MMBtu/hr) (referred to as large non-EGUs) to
participate in a regional NOX cap and trade program. The
NOX SIP call also established NOX reduction
requirements for other non-EGUs that were not a part of the
NOX Budget Trading Program, including cement kilns and
stationary IC engines. Maryland regulations COMAR 26.11.29--
NOX Reduction Requirements and Trading Program and COMAR
26.11.30--Policies and Procedures Relating to Maryland's NOX
Reduction and Trading Program, were previously approved into the
Maryland SIP to implement the NOX Budget Trading Program and
allowed EGUs and large non-EGUs in the state to participate in the
regional NOX cap and trade program established under EPA's
NOX SIP Call. COMAR 26.11.29 also included NOX
reductions, monitoring, and recordkeeping requirements for cement kilns
and IC engines.
    EPA discontinued administration of the NOX Budget
Trading Program in 2009 upon the start of the Clean Air Interstate Rule
(CAIR) trading programs.\3\ The NOX SIP Call requirements
continued to apply, and EGUs that were previously trading under the
NOX Budget Trading Program continued to meet NOX
SIP Call requirements under the more stringent requirements of the CAIR
ozone season trading program. Large non-EGUs were not addressed in
CAIR. Therefore, states needed to assess their state requirements and
take regulatory action as necessary to ensure that all their non-EGU
obligations continued to be met. After EPA discontinued the
NOX Budget Trading Program, Maryland's EGU obligations under
the NOX SIP Call continued to be addressed in Maryland
regulation COMAR 26.11.28--Clean Air Interstate Rule and later in
CSAPR. Maryland's large non-EGU reduction requirements are largely
addressed in separate rulemaking actions under other COMAR regulations
and discussed in more detail in the NPR for this rulemaking.
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    \3\ CAIR was subsequently vacated and remanded. See North
Carolina v. EPA, 531 F.3d 896 (D.C. Cir. 2008), modified by 550 F.3d
1176 (remanding CAIR). CAIR was replaced with the Cross-State Air
Pollution Rule (CSAPR) (76 FR 48208, August 8, 2011), which, after
legal challenges, was implemented starting in January 2015.
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II. Summary of SIP Revision and EPA Analysis

    Revised COMAR 26.11.30 establishes a limit of 3.4 pounds (lbs) of
NOX per ton of clinker (lbs NOX/ton of clinker)
for long, dry kilns, and 2.4 lbs NOX/ton of clinker for pre-
calciner kilns. Maryland's November 13, 2015 submittal explained that
NOX RACT for cement kilns, which are major stationary
sources of NOX subject to RACT requirements, was established
consistent with the Ozone Transport Commission (OTC) recommended RACT
requirements for the 2008 ozone NAAQS. The 2007 OTC Technical Support
Document on Identification and Evaluation of Candidate Control Measures
\4\ (OTC TSD) recommended NOX emission rates for cement
kilns based on applying a 60 percent reduction to uncontrolled
emissions. Maryland's February 17, 2017 supplemental submission
provided additional clarification on the justification for the
NOX RACT limits for the cement kilns. MDE also provided an
estimate of costs to comply with the revised NOX rates for
cement kilns, including the costs to install selective non-catalytic
reduction (SNCR) controls to meet the more stringent NOX
rate limits established by its May 21, 2010 regulatory action and the
additional costs to increase the amount of reagent used in the SNCR to
meet the requirements in its July 10, 2015 action further lowering the
NOX emission rate.
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    \4\ See Finding of Significant Contribution and Rulemaking for
Certain States in the Ozone Transport Assessment Group Region for
Purposes of Reducing Regional Transport of Ozone, 63 FR 57371
(October 27, 1998).
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    EPA agrees with Maryland's determination of NOX RACT for
cement kilns for the 2008 ozone NAAQS, based on our analysis of the
cost effectiveness associated with installation of SNCR, the cost
effectiveness for additional operating costs for the increase in
ammonia use, as well as the technological considerations involved with
further increasing the amount of ammonia used.
    The November 24, 2015 SIP revision submittal also included several
state regulatory actions for inclusion into the Maryland SIP. On May
21, 2010, Maryland repealed COMAR 26.11.29 and COMAR 26.11.30, with a
State effective date of May 31, 2010. The requirements for certain
large non-electric generating units (EGUs), cement kilns, and IC
engines pursuant to the NOX SIP Call continue to apply, as
explained in the NPR and noted previously. Therefore, Maryland
recodified certain portions of the Portland cement plant and natural
gas compression station provisions (formerly found at COMAR
<IP_ADDRESS>) into new COMAR 26.11.29 (with a State effective date of
July 20, 2015), retitled NOX Reduction Requirements for Non-
Electric Generating Units. The cement kiln provisions necessary to
address the NOX SIP Call requirements were revised to add a
compliance date of April 1, 2017 for the existing NOX
emission rate limits in the regulation and to remove an alternative
control method.
    COMAR 26.11.30 formerly included large non-EGUs as participants in
the NOX Reduction and Trading Program and established an
ozone season allocation of 947 tons of NOX for the large
non-EGUs at the only kraft pulp mill located in Maryland. With repeal
of the NOX Reduction and Trading Program, Maryland modified
its kraft pulp mill regulation in COMAR <IP_ADDRESS> to limit
NOX emissions from fuel burning equipment at kraft pulp
mills to 947 tons per year (matching the ozone season allocation
formerly in COMAR 26.11.30). Maryland is currently in the process of
developing regulations for inclusion in the SIP amending the State's
provisions for kraft pulp mills for addressing NOX SIP Call
obligations and also addressing the State's ongoing NOX SIP
Call obligations with respect to other large non-EGUs.
    Other specific requirements of the revised Maryland COMAR
regulations and the rationale for EPA's proposed action are explained
in the NPR and the technical support document (TSD) for the NPR
(available in the docket for this rulemaking at www.regulations.gov)
and will not be restated here.

III. Public Comments and EPA's Response

    EPA received two public comments on our November 13, 2017 action
proposing to approve Maryland's SIP submittal of November 24, 2015, as
supplemented on February 17, 2017.

    Comment 1--The commenter provided statements relating to greenhouse
gases and climate change.
    EPA Response to Comment 1--This comment is not relevant to this
rulemaking action. This action pertains to RACT for cement kilns,
recodification of provisions for Portland cement plants and IC engines
at natural gas compression stations, and removal of obsolete trading
programs that have been replaced or addressed in other regulations.
    Comment 2--The commenter expressed concern over unnecessary and
burdensome regulations, the regulatory process, and the associated
costs of regulations, particularly those issued by EPA.
    EPA Response to Comment 2--As the comment is neither supportive of,
critical of, nor specific to this action, no response is provided. This
action pertains to RACT for cement kilns, recodification of provisions
for Portland cement plants and IC engines at natural gas compression
stations, and removal of obsolete trading programs that have been
replaced or addressed in other regulations.

IV. Final Action

    EPA has reviewed the Maryland SIP revision submittal of November
24, 2015, as supplemented on February 17, 2017, seeking approval of
revisions to Maryland regulations that establish RACT for cement kilns
for the 2008 ozone NAAQS in accordance with requirements in CAA
sections 172, 182 and 184, recodifies provisions for Portland cement
plants and IC engines at natural gas compression stations, and removes
the NOX Budget Trading Program that has been replaced by
other trading programs or addressed in other regulations. EPA is
approving the submittal as a revision to the Maryland SIP in accordance
with CAA section 110.

IV. Incorporation by Reference

    In this rule, EPA is finalizing regulatory text that includes
incorporation by reference. In accordance with requirements of 1 CFR
51.5, EPA is finalizing the incorporation by reference of the revisions
to Maryland regulations COMAR <IP_ADDRESS>, COMAR <IP_ADDRESS>, COMAR
26.11.29, and COMAR 26.11.30 as discussed in section I of this final
action. EPA has made, and will continue to make, these materials
generally available through http://www.regulations.gov and at the EPA
Region III Office (please contact the person identified in the For
Further Information Contact section of this preamble for more
information). Therefore, these materials have been approved by EPA for
inclusion in the SIP, have been incorporated by reference by EPA into
that plan, are fully federally enforceable under sections 110 and 113
of the CAA as of the effective date of the final rulemaking of EPA's
approval, and will be incorporated by reference by the Director of the
Federal Register in the next update to the SIP compilation.\5\
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    \5\ 62 FR 27968 (May 22, 1997).
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V. Statutory and Executive Order Reviews

A. General Requirements

    Under the CAA, the Administrator is required to approve a SIP
submission that complies with the provisions of the CAA and applicable
federal regulations. 42 U.S.C. 7410(k); 40 CFR 52.02(a). Thus, in
reviewing SIP submissions, EPA's role is to approve state choices,
provided that they meet the criteria of the CAA. Accordingly, this
action merely approves state law as meeting federal requirements and
does not impose additional requirements beyond those imposed by state
law. For that reason, this action:
     Is not a ``significant regulatory action'' subject to
review by the Office of Management and Budget under Executive Orders
12866 (58 FR 51735, October 4, 1993) and 13563 (76 FR 3821, January 21,
2011);
     Is not an Executive Order 13771 (82 FR 9339, February 2,
2017) regulatory action because SIP approvals are exempted under
Executive Order 12866.
     Does not impose an information collection burden under the
provisions of the Paperwork Reduction Act (44 U.S.C. 3501 et seq.);
     Is certified as not having a significant economic impact
on a substantial number of small entities under the Regulatory
Flexibility Act (5 U.S.C. 601 et seq.);
     Does not contain any unfunded mandate or significantly or
uniquely affect small governments, as described in the Unfunded
Mandates Reform Act of 1995 (Pub. L. 104-4);
     Does not have federalism implications as specified in
Executive Order 13132 (64 FR 43255, August 10, 1999);
     Is not an economically significant regulatory action based
on health or safety risks subject to Executive Order 13045 (62 FR
19885, April 23, 1997);
     Is not a significant regulatory action subject to
Executive Order 13211 (66 FR 28355, May 22, 2001);
     Is not subject to requirements of section 12(d) of the
National Technology Transfer and Advancement Act of 1995 (15 U.S.C. 272
note) because application of those requirements would be inconsistent
with the CAA; and
     Does not provide EPA with the discretionary authority to
address, as appropriate, disproportionate human health or environmental
effects, using practicable and legally permissible methods, under
Executive Order 12898 (59 FR 7629, February 16, 1994).
    In addition, this rule does not have tribal implications as
specified by Executive Order 13175 (65 FR 67249, November 9, 2000),
because the SIP is not approved to apply in Indian country located in
the state, and EPA notes that it will not impose substantial direct
costs on tribal governments or preempt tribal law.

B. Submission to Congress and the Comptroller General

    The Congressional Review Act, 5 U.S.C. 801 et seq., as added by the
Small Business Regulatory Enforcement Fairness Act of 1996, generally
provides that before a rule may take effect, the agency promulgating
the rule must submit a rule report, which includes a copy of the rule,
to each House of the Congress and to the Comptroller General of the
United States. EPA will submit a report containing this action and
other required information to the U.S. Senate, the U.S. House of
Representatives, and the Comptroller General of the United States prior
to publication of the rule in the Federal Register. A major rule cannot
take effect until 60 days after it is published in the Federal
Register. This action is not a ``major rule'' as defined by 5 U.S.C.
804(2).

C. Petitions for Judicial Review

    Under section 307(b)(1) of the CAA, petitions for judicial review
of this action must be filed in the United States Court of Appeals for
the appropriate circuit by May 29, 2018. Filing a petition for
reconsideration by the Administrator of this final rule does not affect
the finality of this action for the purposes of judicial review nor
does it extend the time within which a petition for judicial review may
be filed, and shall not postpone the effectiveness of such rule or
action.
    This action approving Maryland RACT for cement kilns, removal of
Maryland regulations for obsolete trading programs, and recodification
of provisions related to cement plants and IC engines at natural gas
compression stations may not be challenged later in proceedings to
enforce its requirements. (See section 307(b)(2)).

List of Subjects in 40 CFR Part 52

    Environmental protection, Air pollution control, Incorporation by
reference, Nitrogen dioxide, Ozone, Particulate matter, Reporting and
recordkeeping requirements.

    Dated: March 6, 2018.
Cosmo Servidio,
Regional Administrator, Region III.

    40 CFR part 52 is amended as follows:

PART 52--APPROVAL AND PROMULGATION OF IMPLEMENTATION PLANS

0
1. The authority citation for part 52 continues to read as follows:

    Authority:  42 U.S.C. 7401 et seq.

Subpart V--Maryland

0
2. In Sec.  52.1070, the table in paragraph (c) is amended by:
0
a. Revising under subheading ``26.11.01 General Administrative
Provisions'' the entry ``<IP_ADDRESS>''.
0
b. Revising under subheading ``26.11.09 Control of Fuel Burning
Equipment, Stationary Internal Combustion Engines, and Certain Fuel-
Burning Installations'' the entry ``<IP_ADDRESS>''.
0
c. Removing the subheading ``26.11.29 NOX Reduction and
Trading Program'' and the entries ``<IP_ADDRESS>'' through
``<IP_ADDRESS>''.
0
d. Adding the subheading ``26.11.29 Control of NOX Emissions
from Natural Gas Pipeline Stations'' and the entries ``<IP_ADDRESS>''
through ``<IP_ADDRESS>''.
0
e. Removing the subheading ``26.11.30 Policies and Procedures Relating
to Maryland's NOX Reduction and Trading Program'' and the
entries ``<IP_ADDRESS>'' through ``<IP_ADDRESS>''.
0
f. Adding the subheading ``26.11.30 Control of Portland Cement
Manufacturing Plants'' and the entries ``<IP_ADDRESS>'' through
``<IP_ADDRESS>''.
    The additions and revision read as follows:

Sec.  52.1070   Identification of plan.

* * * * *
    (c) * * *

                 EPA-Approved Regulations, Technical Memoranda, and Statutes in the Maryland SIP
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      Code of Maryland                                                                           Additional
 Administrative Regulations      Title/subject           State        EPA approval date     explanation/citation
      (COMAR) citation                              effective date                           at 40 CFR 52.1100
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                                   26.11.01 General Administrative Provisions
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                                                  * * * * * * *
<IP_ADDRESS>................  Continuous Opacity          7/20/2015  3/28/2018, [insert     1. (c)(106)
                              Monitoring.                            Federal Register       Requirement to use
                                                                     citation].             TM 90-01 is removed.
                                                                                Exceptions: A(4),
                                                                                B(4), D(2)(c), and
                                                                                F.
                                                                                2. Add new subsection
                                                                                (A)(5).
                                                                                3. Add new subsection
                                                                                F.

                                                  * * * * * * *
----------------------------------------------------------------------------------------------------------------
  26.11.09 Control of Fuel Burning Equipment, Stationary Internal Combustion Engines, and Certain Fuel-Burning
                                                  Installations
----------------------------------------------------------------------------------------------------------------

                                                  * * * * * * *
<IP_ADDRESS>................  Control of NOX              7/20/2015  3/28/2018, [insert     1. Revise H, H(1) and
                              Emissions for Major                    Federal Register       H(3), remove H(2),
                              Stationary Sources.                    citation].             and recodify H(4) to
                                                                                H(3).
                                                                                2. Revise I and
                                                                                remove I(3) and
                                                                                I(4).
                                                                                Previous approval (81
                                                                                FR 59488).

                                                  * * * * * * *
----------------------------------------------------------------------------------------------------------------
                       26.11.29 Control of NO Emissions from Natural Gas Pipeline Stations
----------------------------------------------------------------------------------------------------------------
<IP_ADDRESS>................  Definitions..........       7/20/2015  3/28/2018, [insert
                                                                     Federal Register
                                                                     citation].
<IP_ADDRESS>................  Applicability and           7/20/2015  3/28/2018, [insert
                              General Requirements.                  Federal Register
                                                                     citation].
<IP_ADDRESS>................  Monitoring                  7/20/2015  3/28/2018, [insert
                              Requirements.                          Federal Register
                                                                     citation].
<IP_ADDRESS>................  Demonstrating               7/20/2015  3/28/2018, [insert
                              Compliance.                            Federal Register
                                                                     citation].
----------------------------------------------------------------------------------------------------------------
                            26.11.30 Control of Portland Cement Manufacturing Plants
----------------------------------------------------------------------------------------------------------------
<IP_ADDRESS>................  Scope................       7/20/2015  3/28/2018, [insert
                                                                     Federal Register
                                                                     citation].
<IP_ADDRESS>................  Applicability........       7/20/2015  3/28/2018 [insert
                                                                     Federal Register
                                                                     citation].
<IP_ADDRESS>................  Definitions..........       7/20/2015  3/28/2018, [insert
                                                                     Federal Register
                                                                     citation].
<IP_ADDRESS>................  Particulate Matter...       7/20/2015  3/28/2018, [insert
                                                                     Federal Register
                                                                     citation].
<IP_ADDRESS>................  Visible Emissions           7/20/2015  3/28/2018, [insert
                              Standards.                             Federal Register
                                                                     citation].

<IP_ADDRESS>................  Sulfur Compounds.....       7/20/2015  3/28/2018, [insert
                                                                     Federal Register
                                                                     citation].
<IP_ADDRESS>................  Nitrogen Oxides (NOX)       7/20/2015  3/28/2018, [insert
                                                                     Federal Register
                                                                     citation].
<IP_ADDRESS>................  NOX Continuous              7/20/2015  3/28/2018, [insert
                              Emissions Monitoring                   Federal Register
                              Requirements.                          citation].

                                                  * * * * * * *
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* * * * *
[FR Doc. 2018-06129 Filed 3-27-18; 8:45 am]
 BILLING CODE 6560-50-P


[Federal Register: August 5, 2008 (Volume 73, Number 151)]
[Notices]
[Page 45434]
[DOCID:fr05au08-49]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

Notice of Membership of Performance Review Board for Senior
Executives (PRB)

July 29, 2008.
    The Federal Energy Regulatory Commission hereby provides notice of
the membership of its Performance Review Board (PRB) for the
Commission's Senior Executive Service (SES) members. The function of
this board is to make recommendations relating to the performance of
senior executives in the Commission. This action is undertaken in
accordance with Title 5, U.S.C., section 4314(c)(4). The Commission's
PRB will remove the following member: John S. Moot.
    And will add the following member: Joseph H. McClelland.

Kimberly D. Bose,
Secretary.
[FR Doc. E8-17874 Filed 8-4-08; 8:45 am]

BILLING CODE 6717-01-P


An annual effect on the U.S. economy of $100 million or
more;
     A major increase in costs or prices for consumers or
individual industries; or Significant adverse effects on competition,
investment, or innovation.
    We request comment on whether our proposed amendments would be a

``major rule'' for purposes of the Small Business Regulatory
Enforcement Fairness Act. We solicit comment and empirical data on:
     The potential effect on the U.S. economy on an annual
basis;
     Any potential increase in costs or prices for consumers or
individual industries; and
     Any potential effect on competition, investment, or
innovation.

IX. Regulatory Flexibility Act Certification

    The Commission hereby certifies pursuant to 5 U.S.C. 605(b) that
the proposals contained in this release, if adopted, would not have a
significant economic impact on a substantial number of small entities.
The proposals relate to the registration, disclosure and reporting
requirements for asset-backed securities under the Securities Act and
the Exchange Act. Securities Act Rule 157 \209\ and Exchange Act Rule
0-10(a) \210\ defines an issuer, other than an investment company, to
be a ``small business'' or ``small organization'' if it had total
assets of $5 million or less on the last day of its most recent fiscal
year. As the depositor and issuing entity are most often limited
purpose entities in an ABS transaction, we focused on the sponsor in
analyzing the potential impact of the proposals under the Regulatory
Flexibility Act. Based on our data, we only found one sponsor that
could meet the definition of a small broker-dealer for purposes of the
Regulatory Flexibility Act.\211\ Accordingly, the Commission does not
believe that the proposals, if adopted, would have a significant
economic impact on a substantial number of small entities.
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    \209\ 17 CFR 230.157.
    \210\ 17 CFR 240.0-10(a).
    \211\ This is based on data from Asset-Backed Alert.
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    We encourage written comments regarding this certification. We
request in particular that commentators describe the nature of any
impact on small entities and provide empirical data to support the
extent of the impact.

X. Statutory Authority and Text of Proposed Rule and Form Amendments

    We are proposing the new rules, forms and amendments contained in
this document under the authority set forth in Sections 6, 7, 10,
19(a), and 28 of the Securities Act, Sections 13, 23(a), and 36 of the
Exchange Act.\212\
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    \212\ 15 U.S.C. 777aaa et.seq.
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List of Subjects in 17 CFR parts 229, 230, 239, and 249

    Advertising, Reporting and recordkeeping requirements, Securities.
    For the reasons set out above, Title 17, Chapter II of the Code of
Federal Regulations is proposed to be amended as follows:

PART 229--STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES
ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND
CONSERVATION ACT OF 1975--REGULATION S-K

    1. The authority citation for part 229 continues to read in part as
follows:

    Authority:  15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2,
77z-3, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 777iii,
77jjj, 77nnn, 77sss, 78c, 78i, 78j, 78l, 78m, 78n, 78n-1, 78o, 78u-
5, 78w, 78ll, 78mm, 80a-8, 80a-9, 80a-20, 80a-29, 80a-30, 80a-31(c),
80a-37, 80a-38(a), 80a-39, 80b-11, and 7201 et seq.; and 18 U.S.C.
1350, unless otherwise noted.
* * * * *
    2. Amend Sec.  229.601 by:
    a. Amending the exhibit table in paragraph (a) by adding an entry
for ``(36)''; and
    b. Adding paragraph (b)(36).
    The additions read as follows:

Sec.  229.601  (Item 601) Exhibits.

    (a) * * *

Exhibit Table

* * * * *

                                                                      Exhibit Table
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                       Securities Act forms                                         Exchange Act forms
                                 -----------------------------------------------------------------------------------------------------------------------
                                                                    S-4                                     F-4             8-K
                                    S-1     S-3    SF-1    SF-3     \1\     S-8    S-11     F-1     F-3     \1\     10      \2\    10-D    10-Q    10-K
--------------------------------------------------------------------------------------------------------------------------------------------------------

                                                                      * * * * * * *
(36) Depositor Certification for  ......  ......  ......      X   ......  ......  ......  ......  ......  ......  ......  ......  ......  ......  ......
 shelf offerings of asset-backed
 securities.....................
(37) through (98) [Reserved]....    N/A     N/A     N/A     N/A     N/A     N/A     N/A     N/A     N/A     N/A     N/A     N/A     N/A     N/A     N/A
--------------------------------------------------------------------------------------------------------------------------------------------------------

* * * * *
    (b) * * *
    (36) Certification for shelf offerings of asset-backed securities.
For any offering of asset-backed securities (as defined in Sec.
229.1101) made on a delayed basis under Sec.  230.415(a)(1)(vii),
provide the certification required by General Instruction I.B.i.(a) of
Form SF-3 (referenced in Sec.  239.45) exactly as set forth below:

Certification

    I, [identify the certifying individual,] certify as of [the date of
the final prospectus under Securities Act Rule 424 (17 CFR 239.424)]
that:
    1. I have reviewed the prospectus relating to [title of all
securities, the offer and sale of which are registered] and am familiar
with the structure of the securitization, including without limitation
the characteristics of the securitized assets underlying the offering,
the terms of any internal credit enhancements and the material terms of
all contracts and other arrangements entered in to the effect the
securitization;
    2. Based on my knowledge, the prospectus does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading;
    3. Based on my knowledge, the prospectus and other information
included in the registration statement of which it is a part, fairly
present in all material respects the characteristics of the securitized
assets underlying the offering described therein and the risks of
ownership of the asset-backed securities described therein, including
all credit enhancements and all risk factors relating to the
securitized assets underlying the offering that would affect the cash
flows sufficient to service payments on the asset-backed securities as
described in the prospectus; and
    4. Based on my knowledge, taking into account the characteristics
of the securitized assets underlying the offering, the structure of the
securitization, including internal credit enhancements, and any other
material features of the transaction, in each instance, as described in
the prospectus, the securitization is designed to

produce, but is not guaranteed by this certification to produce, cash
flows at times and in amounts sufficient to service expected payments
on the asset-backed securities offered and sold pursuant to the
registration statement
Date:------------------------------------------------------------------
-----------------------------------------------------------------------

[Signature]
-----------------------------------------------------------------------

[Title]

    The certification should be signed by the chief executive officer
of the depositor or executive officer in charge of securitization of
the depositor, as required by General Instruction I.B.1(a) of Form SF-
3.
* * * * *
    3. Amend Sec.  229.1100 by revising paragraph (f) as follows:

Sec.  229.1100  (Item 1100) General.

* * * * *
    (f) Filing of required exhibits. Where agreements or other
documents in this Regulation AB are specified to be filed as exhibits
to a Securities Act registration statement, such agreements or other
documents, if applicable, may be incorporated by reference as an
exhibit to the registration statement, such as by filing a Form 8-K in
the case of offerings registered on Form SF-3 (Sec.  239.45 of this
chapter). Exhibits, including agreements in substantially final form,
must be filed and made part of the registration statement by the date
the prospectus is required to be filed under Securities Act Rule 424(h)
(Sec.  230.424 of this chapter). Final agreements must be filed and
made part of the registration statement no later than the date the
final prospectus is required to be filed under Securities Act Rule 424
(Sec.  230.424 of this chapter).
    4. Amend Sec.  229.1101 by adding paragraph (m) to read as follows:

Sec.  229.1101  (Item 1101) Definitions.

* * * * *
    (m) Credit risk manager means any person appointed by the trustee
to review the underlying assets for compliance with the representations
and warranties on the underlying pool assets and is not affiliated with
any sponsor, depositor, or servicer.
    5. Revise Sec.  229.1109 to read as follows:

Sec.  229.1109  (Item 1109) Trustees and other transaction parties.

    (a) Trustees. Provide the following information for each trustee:
    (1) State the trustee's name and describe the trustee's form of
organization.
    (2) Describe to what extent the trustee has had prior experience
serving as a trustee for asset-backed securities transactions involving
similar pool assets, if applicable.
    (3) Describe the trustee's duties and responsibilities regarding
the asset-backed securities under the governing documents and under
applicable law. In addition, describe any actions required by the
trustee, including whether notices are required to investors, rating
agencies or other third parties, upon an event of default, potential
event of default (and how defined) or other breach of a transaction
covenant and any required percentage of a class or classes of asset-
backed securities that is needed to require the trustee to take action.
    (4) Describe any limitations on the trustee's liability under the
transaction agreements regarding the asset-backed securities
transaction.
    (5) Describe any indemnification provisions that entitle the
trustee to be indemnified from the cash flow that otherwise would be
used to pay the asset-backed securities.
    (6) Describe any contractual provisions or understandings regarding
the trustee's removal, replacement or resignation, as well as how the
expenses associated with changing from one trustee to another trustee
will be paid.
    Instruction to Item 1109(a). If multiple trustees are involved in
the transaction, provide a description of the roles and
responsibilities of each trustee.
    (b) Credit risk manager. Provide the following for each credit risk
manager:
    (1) State the credit risk manager's name and describe its form of
organization.
    (2) Describe to what extent the credit risk manager has had prior
experience serving as a credit risk manager for asset-backed securities
transactions involving similar pool assets.
    (3) Describe the credit risk manager's duties and responsibilities
regarding the asset-backed securities under the governing documents and
under applicable law. In addition, describe any actions required by the
credit risk manager, including whether notices are required to
investors, rating agencies or other third parties, and any required
percentage of a class or classes of asset-backed securities that is
needed to require the credit risk manager to take action.
    (4) Disclose the manner and amount in which the credit risk manager
is compensated.
    (5) Describe any limitations on the credit risk manager's liability
under the transaction agreements regarding the asset-backed securities
transaction.
    (6) Describe any contractual provisions or understandings regarding
the credit risk manager's removal, replacement or resignation, as well
as how the expenses associated with changing from one credit risk
manager to another credit risk manager will be paid.
    6. Amend Sec.  229.1119 by adding paragraph (a)(7) to read as
follows:

Sec.  229.1119  (Item 1119) Affiliations and certain relationships and
related transactions.

* * * * *
    (a) * * *
    (7) Credit risk manager.
* * * * *
    7. Amend Sec.  229.1121 by adding reserved paragraphs (d) and (e)
and adding paragraphs (f) and (g) to read as follows:

Sec.  229.1121  (Item 1121) Distribution and pool performance
information.

* * * * *
    (d) [Reserved].
    (e) [Reserved].
    (f) Credit risk manager. (1) Review by credit risk manager. If
during the distribution period a credit risk manager is required to
review the underlying assets for compliance with the representations
and warranties on the underlying assets, provide the following
information, as applicable:
    (i) A description of the event(s) that triggered the review by the
credit risk manager during the distribution period.
    (ii) If the credit risk manager provided to the trustee during the
distribution period a report of the findings and conclusions of its
review of assets, file the full report as an exhibit to the Form 10-D.
    (2) Change in credit risk manager. If during the distribution
period a credit risk manager has resigned or has been removed, replaced
or substituted, or if a new credit risk manager has been appointed,
state the date the event occurred and the circumstances surrounding the
change. If a new credit risk manager has been appointed, provide the
disclosure required by Item 1109(b) (17 CFR 229.1109(b)), as
applicable, regarding such credit risk manager.
    (g) Investor communication. Disclose any request received from an
investor to communicate with other investors during the reporting
period received by the party responsible for making the Form 10-D
filings on or before the end date of a distribution period. The
disclosure regarding the request to communicate is required to include
the name of the investor making the request, the date the request was
received, and

a description of the method by which other investors may contact the
requesting investor.
    Instruction to paragraph (g). An investor would not be permitted to
use the ability to request to communicate with other investors as a
mechanism to communicate for purposes other than those related to
investors exercising their rights under the terms of the asset-backed
security.

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

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

    Authority:  15 U.S.C. 77b, 77c, 77d, 77f, 77g, 77h, 77j, 77r,
77s, 77z-3, 77sss, 78c, 78d, 78j, 78l, 78m, 78n, 78o, 78t, 78w,
78ll(d), 78mm, 80a-8, 80a-24, 80a-28, 80a-29, 80a-30, and 80a-37,
unless otherwise noted.
* * * * *
    9. Amend Sec.  230.401 by:
    a. Revising in paragraph (g)(1) the phrase ``and (g)(3)'' to read
``, (g)(3), and (g)(4)''; and
    b. Adding paragraph (g)(4).
    The addition reads as follows:

Sec.  230.401  Requirements as to proper form.

* * * * *
    (g) * * *
    (4) Notwithstanding that the registration statement may have 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 has not been met
as of ninety days after the end of the depositor's fiscal year end
prior to such offering.
    10. Amend Sec.  230.415 by revising paragraph (a)(1)(vii):

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

    (a) * * *
    (1) * * *
    (vii) Asset-backed securities (as defined in 17 CFR 229.1101)
registered (or qualified to be registered) on Form SF-3 (Sec.  239.45
of this chapter) which are to be offered and sold on an immediate or
delayed basis by or on behalf of the registrant;
    Instructions to paragraph (a)(1)(vii): The requirements of General
Instruction I.B.1 of Form SF-3 (Sec.  239.45 of this chapter) must be
met for any offerings of an asset-backed security (as defined in 17 CFR
229.1101) registered in reliance on paragraph (a)(1)(vii).
* * * * *

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

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

    Authority:  15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3,
77sss, 78c, 78l, 78m, 78n, 78o(d), 78u-5, 78w(a), 78ll, 78mm, 80a-
2(a), 80a-3, 80a-8, 80a-9, 80a-10, 80a-13, 80a-24, 80a-26, 80a-29,
80a-30, and 80a-37, unless otherwise noted.
* * * * *
    12. Add Sec.  239.45 to read as follows:

Sec.  239.45  Form SF-3, for registration under the Securities Act of
1933 of asset-backed securities 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 requirement applicable to the specified transaction are met. Terms
used have the same meaning as in Item 1101 of Regulation AB.
    (a) Registrant requirements. Registrants must meet the following
conditions in order to use 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 (iii) 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) and (iii) of this section.
    (iii) If such depositor and issuing entity fail to meet the
requirements of paragraphs (a)(1)(i) and (ii) of this section, such
depositor and 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).
    Instruction to (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, 14 or 15(d) of the Exchange Act (15 U.S.C. 78m,
78n or 78o(d)) for such period (or such shorter period that each such
entity was required to file such materials). In addition, such material
must have been filed in a timely manner, other than a report that is
required solely pursuant to Item 1.01, 1.02, 2.03, 2.04, 2.05, 2.06,
4.02(a), 6.01, or 6.03 of Form 8-K (17 CFR 249.308). If Rule 12b-25(b)
(17 CFR 240.12b-25(b)) under the Exchange Act was used during such
period with respect to a report or a portion of a report, that report
or portion thereof has actually been filed within the time period
prescribed by that rule. Regarding an affiliated depositor that became
an affiliate as a result of a business combination transaction during
such period, the filing of any material prior to the business
combination transaction relating to asset-backed securities of an
issuing entity previously established, directly or indirectly, by such
affiliated depositor is excluded from this section, provided such
business combination transaction was not part of a plan or scheme to
evade the requirements of the Securities Act or the Exchange Act. See
the definition of ``affiliate'' in Securities Act Rule 405 (17 CFR
230.405).
    (b) Transaction Requirements. If the registrant meets the
registrant requirements specified in paragraph (a) above, an offering
meeting the following conditions may be registered on Form SF-3:

    (1) Asset-backed securities (as defined in 17 CFR 229.1101) 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)) signed by the chief executive officer of the depositor
or executive officer in charge of securitization of the depositor with
respect to each offering of securities that is registered on this form.
    (ii) Appointment of a credit risk manager and repurchase request
dispute resolution provisions. 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 by the trustee of the issuing
entity of a credit risk manager that is not affiliated with any
sponsor, depositor, or servicer of the transaction;
    (B) The credit risk manager shall have authority to access copies
of the underlying documents related to the pool assets;
    (C) The credit risk manager shall be responsible for reviewing the
underlying assets for compliance with the representations and
warranties on the underlying pool assets. Reviews shall be required, at
a minimum, when the requirments of either paragraphs (b)(1)(ii)(C)(1)
or (2) of this section are met:
    (1) The credit enhancement requirements, as specified in the
underlying transaction agreements, are not met; or
    (2) At the direction of investors, pursuant to the processes
provided in the transaction agreement and disclosed in the prospectus.
    (C) The credit risk manager shall provide a report to the trustee
of the findings and conclusions of the review of the assets.
    (D) If an asset subject to a repurchase request, pursuant to the
terms of the transaction agreements, is not repurchased by the end of a
180-day period beginning when notice 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.
    (iii) 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, contains a provision requiring that the party responsible for
making periodic filings on Form 10-D (Sec.  249.312) include any
request received from an investor to communicate with other investors
during the reporting period related to investors exercising their
rights under the terms of the asset-backed security. The request to
communicate, would be required to include the name of the investor
making the request; the date the request was received; and a
description of the method by which other investors may use to contact
the requesting investor.
    Instruction to (b)(1)(iii) If an underlying transaction agreement
contains procedures in order to verify that an investor is, in fact, a
beneficial owner, 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 communication, then the investor would 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 must receive a written
statement from the record holder verifying that, at the time the
request is submitted, that the investor beneficially holds the
securities.
    (iv) Delinquent assets. Delinquent assets do not constitute 20% or
more, as measured by dollar volume, of the asset pool as of the
measurement date.
    (v) 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
Securities Act Rule 190(c)(1) through (4) (17 CFR 240.190(c)(1) through
(4)).
    59. Add Form SF-3 (referenced in Sec.  239.45) to read as follows:

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SF-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

-----------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)

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

Commission File Number of deposi- tor:---------------------------------

Central Index Key Number of deposi- tor:-------------------------------

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

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

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

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

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

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

    If any of the securities being registered on this Form SF-3 are to
be offered on a delayed basis pursuant to Rule 415 under the Securities
Act of 1933, check the following box: [ ]
    If this Form 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    Amount to be           Proposed maximum       Proposed maximum       Amount of
 of securities to be    registered             offering price per     aggregate offering     registration fee.
 registered                                    unit                   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(r) under
the Securities Act, the Fee Table must state that it registers an
unspecified amount of securities of each identified class of securities
and must provide that the issuer is relying on Rule 456(b) and Rule
457(r). If the Fee Table is amended in a post-effective amendment to
the registration statement or in a prospectus filed in accordance with
Rule 456(b)(1)(ii) (Sec.  230.456(b)(1)(ii) of this chapter), the Fee
Table must specify the aggregate offering price for all classes of
securities in the referenced offering or offerings and the applicable
registration fee.
    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 Requirement'') provided that the requirement applicable
to the specified transaction are met. Terms used in this form have the
same meaning as in Item 1101 of Regulation AB.
    A. Registrant Requirements. Registrants must meet the following
conditions in order to use this Form SF-3 for registration under the
Securities Act of 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),
and I.B.1(c) 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); and
    (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) and I.B.1(c);
    If such depositor and issuing entity fail to meet the requirements
of I.A.1(a) and I.A.1(b), such depositor and 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, 14 or 15(d) of the Exchange Act (15 U.S.C. 78m,
78n or 78o(d)) for such period (or such shorter period that each such
entity was required to file such. In addition, such material must have
been filed in a timely manner, other than a report that is required
solely pursuant to Item 1.01, 1.02, 2.03, 2.04, 2.05, 2.06, 4.02(a),
6.01, or 6.03 of Form 8-K (17 CFR 249.308). If Rule 12b-25(b) (17 CFR
240.12b-25(b)) under the Exchange Act was used during such period with
respect to a report or a portion of a report, that report or portion
thereof has actually been filed within the time period prescribed by
that rule. Regarding an affiliated depositor that became an affiliate
as a result of a business combination transaction during such period,
the filing of any material prior to the business combination
transaction relating to asset-backed securities of an issuing entity
previously established, directly or indirectly, by such affiliated
depositor is excluded from this section, provided such business
combination transaction was not part of a plan or scheme to evade the
requirements of the Securities Act or the Exchange Act. See the
definition of ``affiliate'' in Securities Act Rule 405 (17 CFR
230.405).
    B. Transaction Requirements. If the registrant meets the Registrant
Requirements specified in I.A. above, an offering meeting the following
conditions may be registered on this Form:
    1. Offerings for cash where the following have been satisfied:
    (a) 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
or executive officer in charge of securitization of the depositor with
respect to each offering of securities that is registered on this form.
    (b) Appointment of a credit risk manager and repurchase request
dispute resolution provisions. 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 by the trustee of the issuing
entity of a credit risk manager that is not affiliated with any
sponsor, depositor, or servicer of the transaction;
    (B) The credit risk manager shall have authority to access copies
of the underlying documents related to the pool assets;
    (C) The credit risk manager shall be responsible for reviewing the

underlying assets for compliance with the representations and
warranties on the underlying pool assets. Reviews shall be required, at
a minimum, when either (a) or (b) are met:
    (a) The credit enhancement requirements, as specified in the
underlying transaction agreements, are not met; or
    (b) At the direction of investors, pursuant to the processes
provided in the transaction agreement and disclosed in the prospectus.
    (D) The credit risk manager shall provide a report to the trustee
of the findings and conclusions of the review of the assets.
    (E) If an asset subject to a repurchase request, pursuant to the
terms of the transaction agreements, is not repurchased by the end of a
180-day period beginning when notice 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.
    (c) 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, contains a provision requiring that the party responsible for
making periodic filings on Form 10-D (Sec.  249.312) include any
request received from an investor to communicate with other investors
during the reporting period related to investors exercising their
rights under the terms of the asset-backed security. The request to
communicate would be required to include the name of the investor
making the request, the date the request was received, and a
description of the method other investors may use to contact the
requesting investor.
    Instruction to I.B.1(c) If an underlying transaction agreement
contains procedures in order to verify that an investor is, in fact, a
beneficial owner, 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 communication, then the investor would 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 must receive a written statement from the record
holder verifying that, at the time the request is submitted, that the
investor beneficially holds the securities.
    (d) Delinquent assets. Delinquent assets do not constitute 20% or
more, as measured by dollar volume, of the asset pool as of the
measurement date.
    (e) Residual value for certain securities. With respect to
securities that are backed by leases other than motor vehicle leases,
the portion of the securitized pool balance attributable to the
residual value of the physical property underlying the leases, as
determined in accordance with the transaction agreements for the
securities, does not constitute 20% or more, as measured by dollar
volume, of the securitized pool balance as of the measurement date.
    2. Securities relating to an offering of asset-backed securities
registered in accordance with General Instruction I.B.1. where those
securities represent an interest in or the right to the payments of
cash flows of another asset pool and meet the requirements of
Securities Act Rule 190(c)(1) through (4) (17 CFR 240.190(c)(1) through
(4)).

II. Application of General Rules and Regulations.

    A. Attention is directed to the General Rules and Regulations under
the Securities Act, particularly Regulation C thereunder (l7 CFR
230.400 to 230.494). That Regulation contains general requirements
regarding the preparation and filing of registration statements.
    B. Attention is directed to Regulation S-K (17 CFR part 229) for
the requirements applicable to the content of the non-financial
statement portions of registration statements under the Securities Act.
Where this Form 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;
    (f) Information required by Item 1110 of Regulation AB (17 CFR
229.1110), Originators;
    (g) Information required by Item 1112 of Regulation AB (17 CFR
229.1112), Significant Obligors;
    (h) Information required by Item 1117 of Regulation AB (17 CFR
229.1117), Legal Proceedings; and
    (i) Information required by Item 1119 of Regulation AB (17 CFR
229.1119), Affiliations and certain relationships and related
transactions.

Item 7. Information with Respect to the Transaction

    Furnish the following information:
    (a) Information required by Item 1111 of Regulation AB (17 CFR
229.1111), Pool Assets and Item 1111A of Regulation AB (17 CFR
229.1111A), Asset-level information, and Item 1111B of Regulation AB
(17 CFR 229.1111B), Grouped account data for credit card pools;
    (b) Information required by Item 202 of Regulation S-K (17 CFR
229.202), Description of Securities Registered and Item 1113 of
Regulation AB (17 CFR 229.1113), Structure of the Transaction;
    (c) Information required by Item 1114 of Regulation AB (17 CFR
229.1114), Credit Enhancement and Other Support;
    (d) Information required by Item 1115 of Regulation AB (17 CFR
229.1115), Certain Derivatives Instruments;
    (e) Information required by Item 1116 of Regulation AB (17 CFR
229.1116), Tax Matters;
    (f) Information required by Item 1118 of Regulation AB (17 CFR
229.1118), Reports and additional information; and
    (g) Information required by Item 1120 of Regulation AB (17 CFR
229.1120), Ratings.
    Instruction: All registrants are required to file the information
required by Item 1111A of Regulation AB (17 CFR 229.1111A), Asset-level
information; Item 1111B of Regulation AB (17 CFR 229.1111B), Grouped
account data for credit card pools; and Item 1113(h) of Regulation AB
(17 CFR 229.1113(h)), Waterfall Computer Program; as exhibits to Form
8-K (17 CFR 249.308) that are filed with the Commission pursuant to
Item 6.06 and Item 6.07, respectively, of that form. Incorporation by
reference must comply with Item 11 of this Form SF-3.

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 as an exhibit to Form 8-K (17 CFR 249.308) that is filed
with the Commission pursuant to Item 6.08 of that form. Incorporation
by reference must comply with Item 11 of this Form SF-3.

Item 9. Interests of Named Experts and Counsel

    Furnish the information required by Item 509 of Regulation S-K (17
CFR 229.509).

Item 10. Incorporation of Certain Information by Reference.

    (a) The prospectus shall provide a statement that all current
reports filed pursuant to Items 6.06, 6.07 and if applicable, 6.08 of
Form 8-K pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act, prior to the termination of the offering shall be deemed to be
incorporated by reference into the prospectus.
    (b) If the registrant is structured as a revolving asset master
trust, the documents listed in (1) and (2) below shall be specifically
incorporated by reference into the prospectus by means of a statement
to that effect in the prospectus listing all such documents:
    (1) The registrant's latest annual report on Form 10-K (17 CFR
249.310) filed pursuant to Section 13(a) or 15(d) of the Exchange Act
that contains financial statements for the registrant's latest fiscal
year for which a Form 10-K was required to be filed; and
    (2) all other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the annual
report referred to in (1) above.
    (c) The prospectus shall also provide a statement regarding the
incorporation of reference of Exchange Act reports prior to the
termination of the offering pursuant to one of the following two ways:
    (1) a statement that all subsequently filed by the registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the termination of the offering shall be deemed to be
incorporated by reference into the prospectus; or

    (2) a statement that all current reports on Form 8-K filed by the
registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act, prior to the termination of the offering shall be deemed
to be incorporated by reference into the prospectus.
    Instruction. Attention is directed to Rule 439 (17 CFR 230.439)
regarding consent to use of material incorporated by reference.
    (d)(1) You must state
    (i) that you will provide to each person, including any beneficial
owner, to whom a prospectus is delivered, a copy of any or all of the
information that has been incorporated by reference in the prospectus
but not delivered with the prospectus;
    (ii) that you will provide this information upon written or oral
request;
    (iii) that you will provide this information at no cost to the
requester; and
    (iv) the name, address, and telephone number to which the request
for this information must be made.
    Note to Item 11(c)(1). If you send any of the information that is
incorporated by reference in the prospectus to security holders, you
also must send any exhibits that are specifically incorporated by
reference in that information.
    (2) You must:
    (i) identify the reports and other information that you file with
the SEC; and
    (ii) state that the public may read and copy any materials you file
with the SEC at the SEC's Public Reference Room at 100 F Street, NE.,
Washington, DC 20549, between the hours of 10:00 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

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

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

    13. The authority citation for part 249 continues to read in part
as follows:

    Authority: 15 U.S.C. 78a et seq., 7201 et seq.; and 18 U.S.C.
1350, unless otherwise noted.
* * * * *
    14. Amend Form 10-D (referenced in Sec.  249.312) by reserving Item
1A in Part I and adding Item 1B in Part I as follows:

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

* * * * *

Item 1A. (Reserved)

Item 1B. Credit Risk Manager and Investor Communication.

    For any transaction that included the provisions required by
General Instructions I.B.1(b) and I.B.1(c) on Form SF-3 (referenced in
Sec.  239.45), provide the information required by Item 1121(f) and (g)
of Regulation AB (17 CFR 229.1121(f) and (g)), as applicable.
* * * * *

    Dated: July 26, 2011.

    By the Commission.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2011-19300 Filed 8-4-11; 8:45 am]
BILLING CODE 8011-01-P