SEC Adopts Final Rules Related to Representation and Warranties in Asset-Backed Securities Offerings

Transcription

1 Legal Update January 31, 2011 SEC Adopts Final Rules Related to Representation and Warranties in Asset-Backed On January 20, 2011, the US Securities and Exchange Commission (the SEC ) issued final rules imposing extensive and potentially onerous reporting and disclosure requirements on issuers with respect to past and future repurchase or replacement activity arising from breaches of representations and warranties made in securitization transactions (the Final Rules ). 1 The rules were required by Section 943 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act ). The Final Rules also require that rating agencies include in their ratings reports information about the representations, warranties and enforcement mechanisms in rated securitization transactions as well as a description of how those representations, warranties and enforcement mechanisms differ from those contained in similar transactions. The Final Rules impact nearly every type of asset-backed securitization transaction, including both registered public offerings under the Securities Act of 1933 (the Securities Act ) and private offerings, regardless of whether these private offerings are conducted in reliance on Rule 144A or another safe harbor from the registration requirements of the Securities Act. In addition, the Final Rules apply to assetbacked securities as that term is broadly defined in the Securities Exchange Act of 1934 (the Exchange Act ) as amended by Section 941 of the Dodd-Frank Act (these asset-backed securities being referred to as Exchange Act ABS ). 2 Exchange Act ABS encompasses a wider variety of securities (e.g., collateralized debt obligations) than does the definition of asset-backed security in Regulation AB, the SEC s rule regarding securitization disclosure. 3 Background Section 943 of the Dodd-Frank Act requires the SEC to adopt rules regarding the use of representations and warranties in the market for asset-backed securities. Section 943 provides that such rules shall require: Any securitizer to disclose fulfilled and unfulfilled repurchase requests across all trusts aggregated by the securitizer so that investors may identify asset originators with clear underwriting deficiencies; and Each nationally recognized statistical rating organization ( NRSRO ) to include in any report accompanying a credit rating a description of: the representations, warranties and enforcement mechanisms available to investors and how they differ from the representations, warranties and enforcement mechanisms in issuance of similar securities. On October 4, 2010, the SEC issued proposed rules (the Proposed Rules ) pursuant to this requirement. 4 The SEC received comment letters on the Proposed Rules from a wide variety of

2 market participants. 5 The Final Rules pertaining to the inclusion of information about representations, warranties and enforcement mechanisms in reports issued by NRSROs (the NRSRO Reporting Rules ) were adopted by the SEC in substantially the same form as the version contained in the Proposed Rules. The Final Rules pertaining to disclosure by securitizers of fulfilled and unfulfilled repurchase requests (the Securitizer Disclosure Rules ) were adopted by the SEC with some significant modifications to the version contained in the Proposed Rules. The Securitizer Disclosure Rules GENERAL REQUIREMENTS The Securitizer Disclosure Rules apply to securitizers. The Exchange Act (as amended by Section 941 of the Dodd-Frank Act) defines securitizer as (i) an issuer of Exchange Act ABS or (ii) a person who organizes and initiates an Exchange Act ABS transaction by selling or transferring assets, either directly or indirectly, including through an affiliate, to the issuer. In the adopting release containing the Final Rules, the SEC makes clear that sponsors and depositors (as those terms are defined in Regulation AB) are securitizers. 6 The Securitizer Disclosure Rules consist of four provisions: (i) an amendment of Item 1104 of Regulation AB (dealing with prospectus disclosures about the sponsor), (ii) an amendment of Item 1121 of Regulation AB (dealing ongoing reporting on Form 10-D), (iii) new Rule 15Ga-1 under the Exchange Act and (iv) a related form (Form ABS-15G) to be used for the reports to be filed with the SEC pursuant to Rule 15Ga-1. Read together, these provisions impose the following four reporting and disclosure obligations: An initial report on Form ABS-15G (the Initial Repurchase Activity Report ) to be filed by each securitizer on or before February 14, 2012 with respect to repurchase activity in connection with that securitizer s entire portfolio of securitized assets for the three-year period ending December 31, 2011 (the Initial Three-Year Period ); 7 A subsequent quarterly report on Form ABS- 15G (the Quarterly Repurchase Activity Report ) to be filed by each securitizer within 45 days following the end of each calendar quarter with respect to repurchase activity in connection with that securitizer s entire portfolio of securitized assets for the calendar quarter covered by that report; A requirement that the prospectus contain disclosure (the Prospectus Repurchase Activity Disclosure ) concerning repurchase activity in connection with the securitization sponsor s other securitizations with underlying assets of the same type as those underlying the transaction described in the prospectus; and A requirement that the periodic report filed on Form 10-D (the Form 10-D Repurchase Activity Periodic Report ) contain disclosure concerning repurchase activity in connection with the assets underlying the securitization to which that Form 10-D relates for the period covered by that Form 10-D. REQUIRED REPURCHASE DATA The reports and disclosure described above must disclose fulfilled and unfulfilled repurchase requests across all trusts and provide the Required Repurchase Data (as defined below) concerning all of the securitizer s securitized assets that were the subject of a demand to repurchase or replace for breach of representations and warranties concerning the pool assets for Exchange Act ABS held by nonaffiliates of securitizer during the reporting period. 8 The Required Repurchase Data must be provided in tabular format. The form of the table to be used to present the Required Repurchase Data can be found on Schedule 1 to this Legal Update. The Required Repurchase Data consists of: Identification of the asset class and grouping of the issuing entities by asset class; 2 Mayer Brown SEC Adopts Final Rules Related to Representation and Warranties in Asset-Backed

3 The name of the issuing entity listed in order of the date of formation; An indication for each named issuing entity as to whether the transaction was registered under the Securities Act and the CIK number of the issuing entity; The name of all originators that originated assets in the asset pool for each issuing entity; The number, outstanding balance and percentage by balance of assets at the time of securitization; The number, outstanding balance and percentage by balance of assets that: were subject of a demand to repurchase or replace for breach of representations and warranties; 9 were repurchased or replaced for breach of representations and warranties; are pending repurchase or replacement for breach of representations and warranties due to the expiration of a cure period; are pending repurchase or replacement for breach of representations and warranties because the demand is currently in dispute; were not repurchased or replaced because the demand was withdrawn; or were not repurchased or replaced because the demand was rejected; and Totals by asset class, issuing entity and for all issuing entities for columns that require number of assets and amounts. In addition, the Required Repurchase Data must include any activity during the reporting period, including activity related to assets subject to demands made prior to the beginning of the reporting period. The securitizer must also indicate in a footnote, and provide narrative disclosure, in order to further explain the information presented in the Required Repurchase Data, as appropriate. Note that the content of the filing described above is limited to assets securitized by the securitizer making the filing. For example, if Bank X securitizes credit card assets and its affiliate, Finance Company Y, securitizes auto loan assets, Bank X is not required to disclose repurchase and replacement data concerning Affiliate Y s securitized auto loan assets and Affiliate Y is not required to disclose repurchase and replacement data concerning Bank X s securitized credit card assets. If any of the foregoing information is unknown and unavailable to the securitizer without unreasonable effort or expense, such information may be omitted, provided the securitizer provides the information it possesses or can acquire without unreasonable effort or expense and includes a statement showing that unreasonable effort or expense would be involved in obtaining the omitted information. If a securitizer requested and was unable to obtain all information with respect to investor demands upon a trustee that occurred prior to July 22, 2010, the securitizer must indicate in a footnote that it was unable to do so and state that the disclosures do not contain investor demands upon a trustee made prior to July 22, REPORTS REQUIRED TO BE FILED ON FORM ABS-15G The Initial Repurchase Activity Report The Securitizer Disclosure Rules require a securitizer to file the Initial Repurchase Activity Report if the following conditions are met: The securitizer issued Exchange Act ABS, or organized and initiated an Exchange Act ABS transaction, either directly or indirectly, including through an affiliate, during the Initial Three-Year Period; The underlying transaction agreements contain a covenant to repurchase or replace an underlying asset for breach of a representation or warranty ( Repurchase Covenant ); and The securitizer has any Exchange Act ABS outstanding as of December 31, 2011 that (i) contain a Repurchase Covenant and 3 Mayer Brown SEC Adopts Final Rules Related to Representation and Warranties in Asset-Backed

4 (ii) are held by third parties (i.e., non-affiliates of the securitizer). If the filing requirements stated above are met, the securitizer must file an Initial Repurchase Activity Report on Form ABS-15G with the SEC via the EDGAR filing system 10 by no later than February 14, This requirement applies regardless of whether the securitizer issues new Exchange Act ABS after December 31, The Initial Repurchase Activity Report must be signed by the securitizer s senior officer in charge of securitization. The requirement to file the Initial Repurchase Activity Report applies to all issuances of Exchange Act ABS, regardless of whether or not publicly registered under the Securities Act. 13 The Initial Repurchase Activity Report must include the Required Repurchase Data concerning repurchase and replacement activity with respect to all of the securitizer s securitized assets that are held by non-affiliates of the securitizer during the Initial Three-Year Period, 14 where those assets were the subject of a demand to repurchase or replace pursuant to a Repurchase Covenant. If the securitizer has no such activity to report, it must still file the Initial Repurchase Activity Report and indicate by check mark on Form ABS-15G that there is no activity to report for the Initial Three-Year Period. The Quarterly Repurchase Activity Report The Securitizer Disclosure Rules require a securitizer to file a Quarterly Repurchase Activity Report with respect to each calendar quarter if the following conditions are met: The securitizer issued Exchange Act ABS during the calendar quarter, or organized and initiated an Exchange Act ABS transaction, either directly or indirectly, including through an affiliate, during the calendar quarter, or had outstanding Exchange Act ABS held by non-affiliates during the calendar quarter; 15 and The underlying transaction agreements contain a Repurchase Covenant. If the filing requirements stated above are met, the securitizer must file the Quarterly Repurchase Activity Report on Form ABS-15G with the SEC via the EDGAR filing system 16 by no later than 45 days after the end of the calendar quarter. The Quarterly Repurchase Activity Report must be signed by the securitizer s senior officer in charge of securitization. The requirement to file Quarterly Repurchase Activity Reports applies to all issuances of Exchange Act ABS, whether publicly registered under the Securities Act or not. The Quarterly Repurchase Activity Report must include the Required Repurchase Data concerning repurchase and replacement activity during the calendar quarter with respect to all assets securitized by the securitizer in any Exchange Act ABS held by non-affiliates of the securitizer, where those assets were the subject of a demand to repurchase or replace pursuant to a Repurchase Covenant. If a securitizer has no repurchase or replacement activity during the calendar quarter covered by the Quarterly Repurchase Activity Report, the securitizer must indicate that it has no activity to report by checking the appropriate box on Form ABS-15G. Thereafter, a Quarterly Repurchase Activity Report must be filed only if repurchase or replacement activity occurs during subsequent calendar quarter. In any event, any securitizer that has suspended its duty to provide a Quarterly Repurchase Activity Report as describe above must check the appropriate box on Form ABS-15G and file that form within 45 days after the end of the calendar year. In addition, if a securitizer has no Exchange Act ABS outstanding held by third parties (i.e., non-affiliates of the securitizer), then the obligation of that securitizer to file Quarterly Repurchase Activity Reports is terminated. 4 Mayer Brown SEC Adopts Final Rules Related to Representation and Warranties in Asset-Backed

5 Initial and Quarterly Reporting by Affiliated Securitizers In the event that there are two or more affiliated securitizers (for example, a sponsor and separate depositor as defined in Regulation AB) with respect to a single Exchange Act ABS transaction, if one of those securitizers has filed the Initial Repurchase Activity Report, the Securitizer Disclosure Rules do not require the other affiliated securitizers involved in that Exchange Act ABS transaction to separately file the Initial Repurchase Activity Report. The Securitizer Disclosure Rules provide this flexibility in order to minimize duplicate disclosures. For example, Bank X may be the sponsor of multiple Exchange Act ABS transactions involving Subsidiary A, acting as depositor with respect to an auto securitization program, and Subsidiary B, acting as depositor with respect to a credit card securitization program. Under the Securitizer Disclosure Rules, the reporting obligations of the three securitizers (Bank X, Subsidiary A and Subsidiary B) would be satisfied if: Subsidiary A and Subsidiary B each file the required reports, in which case no separate report would need to be filed by Bank X; or Bank X files the required reports, in which case no separate reports would need to be filed by Subsidiary A or Subsidiary B. Note that the combination principle illustrated above does not permit an entity to satisfy the filing obligations with respect to an affiliate s securitization program if that entity does not act as a securitizer in the affiliate s securitization program. For example, if Bank X in the example described above also has an affiliate, Finance Company Y, that is the sponsor of a mortgage securitization program, then Finance Company Y (or the depositor in that mortgage securitization program) would need to file the required reports. A filing by Bank X that includes repurchase and replacement data regarding Finance Company Y s mortgage securitization program would not satisfy the requirements of the Securitizer Disclosure Rules. Applicability of Reporting Requirements in the Context of Foreign Issuances In response to comment letters on the Proposed Rules expressing concern about the possible application of the reporting requirements to asset-backed securities offered outside the United States, or to asset-backed securities sold in the United States by foreign securitizers, the SEC stated its view that Section 943 of the Dodd-Frank Act does not expressly provide the SEC with authority to exempt particular classes of securitizers from the requirements of that section. Therefore, if securitizers of Exchange Act ABS are subject to the jurisdiction of the SEC, then, in the SEC s view, those securitizers are required to file the reports required under the Securitizer Disclosure Rules. The scope of the jurisdiction of the SEC with respect to investigations and enforcement actions has been expanded in a separate provision of the Dodd-Frank Act. Section 929P of the Dodd- Frank Act grants federal district courts jurisdiction over SEC actions charging federal securities violations where (i) conduct within the United States constitutes a significant step in furtherance of a violation, even if the transaction occurs outside the United States and involves only foreign investors, or (ii) conduct occurring outside the United States has a foreseeable substantial effect within the United States. 17 Whether the SEC has jurisdiction over a particular issuer or issuance of securities under the parameters described above is a highly factspecific determination and, therefore, a matter of case-by-case interpretation. In addition, the scope of the SEC s jurisdiction as set forth in Section 929P may be further limited or otherwise modified by principles of other applicable law or practice, such as principles of international comity. Therefore, a description of the specific categories of foreign issuers or foreign issuances 5 Mayer Brown SEC Adopts Final Rules Related to Representation and Warranties in Asset-Backed

6 subject to the reporting requirements of the Securitizer Disclosure Rules is beyond the scope of this memorandum. Applicability of Reporting Requirements to ABCP Transactions The SEC did not respond to comments made on the Proposed Rules that asset-backed commercial paper conduit transactions should be expressly excluded from the requirement to file reports. The extent to which the reporting requirements apply to asset-backed commercial paper conduit transactions is uncertain and subject to further analysis by market participants. REQUIRED PROSPECTUS DISCLOSURE IN REGISTERED PUBLIC OFFERINGS With regard to a registered public offering of Exchange Act ABS in which the first bona fide offer occurs on or after February 14, 2012, the Securitizer Disclosure Rules require that if the underlying transaction documents provide a covenant to repurchase or replace an underlying asset for breach of a representation or warranty, the prospectus relating to that Exchange Act ABS must include Required Repurchase Data containing three years of repurchase and replacement activity 18 with respect to all assets of the same asset type that were securitized by that securitizer. 19 However, For prospectuses to be filed with the SEC prior to February 14, 2013, Required Repurchase Data may be limited to the prior year. For prospectuses to be filed with the SEC on or after February 14, 2013, but prior to February 14, 2014, Required Repurchase Data may be limited to the prior two years. The Securitizer Disclosure Rules also require that the prospectus contain a reference to the securitizer s most recent Form ABS-15G and disclose the securitizer s CIK number. DISCLOSURE OF REPURCHASE ACTIVITY ON FORM 10-D PERIODIC REPORT With regard to a registered public offering of Exchange Act ABS, the Securitizer Disclosure Rules require that any periodic report filed on Form 10-D after December 31, 2011 must contain Required Repurchase Data regarding all assets of the securitized pool that were the subject of a demand to repurchase or replace for breach of representations and warranties. Such periodic report filed on Form 10-D must also include a reference to the most recent Form ABS-15G filed by the securitizer and disclose the securitizer s CIK number. The NRSRO Reporting Rules The NRSRO Reporting Rules are located in new Rule 17g-7 under the Exchange Act. The rules require each NRSRO to include in any report accompanying a credit rating with respect to Exchange Act ABS a description of (i) the representations, warranties and enforcement mechanisms available to investors and (ii) how those representations, warranties and enforcement mechanisms differ from those contained in issuances of similar securities. For purposes of the NRSRO Reporting Rules, a credit rating includes any expected or preliminary credit rating by a NRSRO. In addition, the NRSRO Reporting Rules apply to the unsolicited ratings of an NRSRO. NRSROs must comply with the NRSRO Reporting Rules for any report issued on or after September 26, The NRSRO Report Rules apply to both registered public offerings and private offerings of Exchange Act ABS. 20 The representations, warranties and enforcement mechanisms covered by the NRSRO Report Rules extend not only to representations, warranties and enforcement mechanisms with respect to the underlying assets, but also to corporate and other representations, warranties 6 Mayer Brown SEC Adopts Final Rules Related to Representation and Warranties in Asset-Backed

7 and related enforcement mechanisms in the securitization transaction documents. An NRSRO cannot satisfy the NRSRO Reporting requirements by simply incorporating by reference into the ratings report the disclosures in the offering document relating to the Exchange Act ABS being rated. The SEC expects that in making its determination as to what constitutes a similar security for the purposes of the representations and warranties comparison required by the NRSRO Reporting Rules, an NRSRO would draw upon its knowledge of industry standards, along with its own experience with previously rated deals and its knowledge of the market in general. The SEC also indicated that the required comparisons might be conducted with the use of benchmarks based on an initial analysis, supplemented by periodic revisions, of the representations, warranties and enforcement mechanisms contained in various types of Exchange Act ABS transactions. Endnotes 1 The Final Rules are available at final/2011/ fr.pdf. The Final Rules were published in the Federal Register on January 26, 2011, and become effective on March 28, The compliance deadlines for the various aspects of the Final Rules are discussed in this memorandum. 2 The term asset-backed security is defined in Section 3(a)(77) of the Exchange Act as a fixed income or other security collateralized by any type of self liquidating financial asset (including a loan, a lease, a mortgage, or a secured or unsecured receivable) that allows the holder of the security to receive payments that depend primarily on cash flow from the asset, including (i) a collateralized mortgage obligation, (ii) a collateralized debt obligation, (iii) a collateralized bond obligation, (iii) a collateralized bond obligation, (iv) a collateralized debt obligation of asset-backed securities; (v) a collateralized debt obligation of collateralized debt obligations; and (vi) a security that the [SEC] by rule determines to be an asset-backed security for purposes of this section. Section 3(a)(77) of the Exchange Act provides that the term asset-backed security does not include a security issued by a finance subsidiary held by the parent company or a company controlled by the parent company, if none of the securities issued by the finance subsidiary are held by an entity that is not controlled by the parent company. 3 Item 1101 of Regulation AB defines asset-backed security as a security that is primarily serviced by the cash flows of a discrete pool of receivables or other financial assets, either fixed or revolving, that by their terms convert into cash within a finite time period, plus any rights or other assets designed to assure the servicing or timely distributions of proceeds to the security holders; provided that in the case of financial assets that are leases, those assets may convert to cash partially by the cash proceeds from the disposition of the physical property underlying such leases. The definition of asset-backed security in Regulation AB contains a number of further limitations that can cause securities that otherwise meet the above description to fall outside the definition of asset-backed security under Regulation AB (e.g., limits on the amount of delinquent assets in the securitized pool and limits on the prefunding and revolving periods). 4 The Proposed Rules were published in the Federal Register on October 13, 2010 and are available at 5 Comment letters received by the SEC on the Proposed Rules are available at 6 With regard to Exchange Act ABS issued by Fannie Mae or Freddie Mac, the SEC indicated that it agreed with commentators on the Proposed Rules that the Securitizer Disclosure Rules should be applied solely to Fannie Mae and Freddie Mac and not the financial institution transferring loans for securitization by Fannie Mae and Freddie Mac. 7 The Proposed Rules contemplated a five-year look-back for the initial report on Form ABS-15G. The SEC indicated that it shortened the look-back to three years in response to comments on the Proposed Rules in order to better balance the requirements of Section 943 with the burden on securitizers to provide historical repurchase and replacement disclosures. The Proposed Rules also contemplated that the initial report on Form ABS-15G would not be required to be made until the first offering of Exchange Act ABS after the effective date of the new rules. The SEC indicated that it modified the Proposed Rules to impose a February 14, 2012 deadline in response to comments on the Proposed Rules to the effect that a delayed filing could deny market participants of information about demand, repurchase and replacement activity. 8 The Securitizer Disclosure Rules refer to requests and demands for the repurchase or replacement of assets. It is unclear whether the SEC intended that information concerning repurchases or replacements 7 Mayer Brown SEC Adopts Final Rules Related to Representation and Warranties in Asset-Backed

8 following notice or discovery may be excluded from the Required Repurchase Data. 9 The demand to repurchase or replace need not be made pursuant to the transaction agreement alone, but includes any investor demand to repurchase and replace, including an investor demand upon a trustee. 10 Securitizers that are municipal entities may satisfy the filing requirements by providing the Initial Repurchase Activity Report to the Municipal Securities Rulemaking Board in an electronic format available to the public on the Municipal Securities Rulemaking Board s web site ( 11 For securitizers that are municipal entities, the Initial Repurchase Activity Report is not required to be filed until February 14, That Initial Repurchase Activity Report must cover the three-year period ending December 31, The Proposed Rules contemplated that the Initial Repurchase Activity Report would not need to be filed until the first offering after the effective date of the new rules. In requiring the filing of the Initial Repurchase Activity Report no later than February 14, 2012, the SEC indicated that it was persuaded by commentators who expressed concern that the proposal to trigger the filing requirement at the time a securitizer first offers Exchange Act ABS after the effective date of the new rules could deny market participants information about demand, repurchase and replacement activity and impair investors ability to compare issuing entities and the originators of the underlying pools. 13 In response to the Proposed Rules, several market participants requested that the SEC make clear that filing of Form ABS-15G would not jeopardize an issuer s reliance upon a private offering exemption or safe harbor. In the adopting release containing the Final Rules, the SEC states that filing Form ABS-15G would not foreclose the reliance of an issuer on the private offering exemption in the Securities Act of 1933 and the safe harbor for offshore transactions from the registration provisions in Section Note that the assets for which repurchase and replacement activity must be reported on the Initial Repurchase Activity Report may relate to Exchange Act ABS that was issued prior to the beginning of the Initial Three-Year Period and Exchange Act ABS that is no longer outstanding as of the end of the Initial Three-Year Period. 15 Note that a securitizer that did not have to file the Initial Repurchase Activity Report because it did not issue Exchange Act ABS during the Initial Three-Year Period is required to file a Quarterly Repurchase Activity Report if Exchange Act ABS issued by that securitizer either before or after the Initial Three-Year Period is held by nonaffiliates of that securitizer during the calendar quarter covered by that Quarterly Repurchase Activity Report. 16 Securitizers that are municipal entities may satisfy the filing requirements by providing the Quarterly Repurchase Activity Report to the Municipal Securities Rulemaking Board in an electronic format available to the public on the Municipal Securities Rulemaking Board s web site ( 17 See Mayer Brown Legal Update SEC Expands Investigative Reach Under New Extraterritorial Jurisdiction Provisions of the Dodd-Frank Act (November 11, 2010) (available at: 18 The Required Repurchase Data disclosed in the prospectus must be not more than 135 days old. For example, the determination date as to whether the current status of a repurchase or replacement demand is in dispute, withdrawn or rejected cannot be more than 135 days prior to the date of the prospectus. 19 A shelf registration statement filed on Form S-3 after December 31, 2011 relating to such offering must be preeffectively or post-effectively amended, as applicable, to make the prospectus included in Part I of the registration statement compliant. 20 The NRSRO Reporting Rules do not appear to exclude reports, if any, accompanying private or otherwise unpublished ratings. For more information about the Final Rules or any other matter raised in this Legal Update, please contact your regular Mayer Brown lawyer or any of the following lawyers. To learn more about our securitization practice, please visit Christopher B. Horn cbhorn@mayerbrown.com Julie Anne Gillespie jgillespie@mayerbrown.com Elizabeth A. Raymond eraymond@mayerbrown.com 8 Mayer Brown SEC Adopts Final Rules Related to Representation and Warranties in Asset-Backed

9 Angela M. Ulum Jon D. Van Gorp Mayer Brown SEC Adopts Final Rules Related to Representation and Warranties in Asset-Backed

10 Schedule 1 FORM OF TABULAR DISCLOSURE NAME OF ISSUING ENTITY CHECK IF REGISTERED NAME OF ORIGINATOR TOTAL ASSETS IN ABS BY ORIGINATOR ASSETS THAT WERE SUBJECT OF DEMAND ASSETS THAT WERE REPURCHASED OR REPLACED ASSETS PENDING REPURCHASE OR REPLACEMENT (WITHIN CURE PERIOD) DEMAND IN DISPUTE DEMAND WITHDRAWN DEMAND REJECTED (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) (p) (q) (r) (s) (t) (u) (v) (w) (x) Asset Class X Issuing Entity A CIK # X Originator 1 Originator 2 Total # $ # $ # $ # $ # $ # $ # $ Asset Class Y Issuing Entity B Originator 3 Total # $ # $ # $ # $ # $ # $ # $ Total # $ # $ # $ # $ # $ # $ # $ 10 Mayer Brown SEC Adopts Final Rules Related to Representation and Warranties in Asset-Backed

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