Disclosures For Form S Registered Mbs Offerings

Investment-grade MBS offerings registered on Form S-3 present their principal disclosures in the base prospectus and prospectus supplement in lieu of incorporating such information by reference. The new Form S-3 instruction for ABS, as described in Regulation AB,6 specifies additional information that must be reported in the registration. All current disclosure items will continue to be required as applicable. Issuers must determine which information is applicable and material

4. "Summary of Worldwide Securitization in 2004," Asset-Backed Alert (Hoboken, New Jersey: Harrison

Scott Publications, 2005), February 27, 2005. http://www.abalert.com/Public/MarketPlace/Ranking/ index.cfm?files=disp&article_id=75379.

5. Examples of mortgage-related securities that do not meet the Form S-3 definition of ABS include

"synthetic" securitizations. These trusts are designed to create exposure to a pool of assets that is not transferred into the trust. These synthetic transactions generally are structured through the use of derivatives such as credit default swaps or total return swaps. The return on the ABS is primarily based on the performance of the asset pool only by reference through the credit derivative. Ownership of the assets does not transfer to the trust. For more information about synthetic securitizations, see Mark J. P. Anson, Frank J. Fabozzi, Moorad Choudhry, and Ren-Raw Chen, Credit Derivatives: Instruments, Applications, and Pricing (Hobokin, NJ: Wiley, 2004)

6. Securities Act Release No. 8518 (Dec. 22, 2004) [70 FR 1506] (the "ABS Adopting Release"), available on the Web at http://sec.gov/rules/final/33-8518fr.pdf.

EXHIBIT 7-1

Existing Requirement,

New Regulation AB

Form Items

if Applicable

Requirement

Item 1. Forepart of Registration

V

Statement and Outside Front

Cover Page of Prospectus.

Item 2. Inside Front and Outside

V

Back Cover Pages of Prospectus.

Item 3. Summary Information,

V

Risk Factors and Ratio of

Earnings to Fixed Charges.

Item 4. Use of Proceeds.

V

Item 5. Determination of

V

Offering Price.

Item 6. Dilution. Table Figure

V

Item 7. Selling Security Holders.

V

Item 8. Plan of Distribution.

V

Item 9. Description of Securities

V

to Be Registered.

Item 10. Interests of Named Experts

V

and Counsel.

Item 11. Material Changes.

V

Item 12. Incorporation of Certain

V

Information by Reference.

Item 13. Disclosure of Commission

V

Position on Indemnification for

Securities Act Liabilities.

Item 14. Other Expenses of Issuance

V

and Distribution.

Item 15. Indemnification of Directors

V

and Officers.

Item 16. Exhibits.

V

Item 17. Undertakings.

V

Item 1102. Forepart of registration

V

statement and outside cover page

of the prospectus.

Item 1103. Transaction summary

V

and risk factors.

Item 1104. Sponsors.

V

Item 1105. Static pool information.

V

Item 1106. Depositors.

V

Item 1107. Issuing entities.

V

Item 1108. Servicers.

V

Item 1109. Trustees.

(Continued)

EXHIBIT 7-1

(Continued)

Existing Requirement, Form Items if Applicable

New Regulation AB Requirement

Item 1110. Originators.

V

Item 1111. Pool assets.

V

Item 1112. Significant obligors

V

of pool assets.

Item 1113. Structure of the

V

transaction.

Item 1114. Credit enhancement

V

and other support, except for

certain derivatives instruments.

Item 1115. Certain derivatives

V

instruments.

Item 1116. Tax matters.

V

Item 1117. Legal proceedings.

V

Item 1118. Reports and additional

V

information.

Item 1119. Affiliations and certain

V

relationships and related transactions.

Item 1120. Ratings

V

for each offering. Exhibit 7-1, taken directly from the regulation, illustrates the current registration requirements and the new Regulation AB requirements.7

Perhaps the most significant of the new requirements is the static pool analysis. The static pool information presents the performance for specific types of assets originated at different points in time. By comparing the performance of originations at similar points in the asset life cycle, investors can evaluate trends or patterns that may not be apparent from overall portfolio data.

The SEC believes that investors consider static pool data regarding delinquency and loss history critical information to evaluate their investment in ABS. The new SEC regulations require disclosure of static pool data if material to the transaction. In particular, static pool data generally are required with respect to the delinquency and loss experience of the sponsor's overall portfolio for the past five years or a shorter period when appropriate. The data should be presented in increments, monthly or quarterly, that are material or significant to the asset type being securitized.

7. It should be emphasized that the authors are not advising what the regulation is, just repeating what was in the text of the regulation.

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