Representations and Warranties (Section 943): Chapman and Cutler LLP

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In January 2011, the SEC adopted final regulations implementing Section 943 of Dodd-Frank. The final regulations cover:

Exchange Act Rule 15Ga-1 requires a securitizer of ABS to disclose fulfilled and unfulfilled repurchase requests for breaches of representations and warranties across all of the securitizer's transactions during a designated reporting period. Under the new rule, a securitized would provide the disclosure by filing a Form ABS-15G. Rule 15Ga-1 became effective in February 2012.

The SEC amended Items 1104 and 1121 of Regulation AB to require issuers to disclose demand, repurchase and replacement activity in prospectuses and periodic reports in the same tabular format as provided in Rule 15Ga-1, but allows issuers to (i) limit repurchase disclosure appearing in the prospectus to those repurchases involving the same asset class and (ii) limit repurchase disclosure appearing in Form 10-D reports to those repurchases involving the related pool assets. The new prospectus disclosures were required with the first bona fide offering of registered ABS on or after February 14, 2012, subject to certain phase-in provisions. The new 10-D disclosures were required for any ABS issuer that was required to report on Form 10-D after December 31, 2011.

SEC Rule 17g-7 requires NRSROs to include specified information regarding the representations, warranties and enforcement mechanisms available to investors in an ABS offering in any report accompanying a credit rating issued in connection with such offering, including a preliminary credit rating. NRSROs were required to provide the information required by Rule 17g-7 in all credit rating reports issued on or after September 26, 2011.