Disclosure (Sections 942(a) and 942(b)): Chapman and Cutler LLP

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Section 942 of Dodd-Frank contains disclosure and Exchange Act reporting requirements for ABS issuers.

Loan-Level Data Requirements

Section 942(b) of Dodd-Frank directs the SEC to (i) set standards for the format of the data provided by asset-backed issuers, which must facilitate comparison of that data across issuers in the same asset sector, and (ii) impose loan-level disclosure requirements so investors can independently perform due diligence on the pool assets. The requirements largely mirror the SEC’s loan-level data requirements initiative included in proposed Regulation AB II.

Suspension of Periodic Reporting under Exchange Act Section 15(d)

Prior to enactment of Dodd-Frank, Section 15(d) of the Exchange Act automatically suspended an issuer’s duty to file ongoing periodic reports at the conclusion of any fiscal year (other than the fiscal year in which the related registration statement became effective) if the securities of each relevant class were held of record by fewer than 300 persons.

Effective July 22, 2010, Section 942(a) of Dodd-Frank amended Section 15(d) to exclude ABS from these automatic suspension provisions.

On January 6, 2011, the SEC staff issued a no-action letter allowing certain asset-backed issuers to determine their reporting requirements based on the standards set forth in Section 15(d) immediately prior to enactment of Dodd-Frank. Among other conditions, the asset-backed issuer’s reporting obligation in respect of outstanding ABS must have been suspended by operation of Section 15(d) immediately prior to the date of enactment of Dodd-Frank on July 21, 2010.

In August 2011, the SEC adopted amendments to Rule 15d-22 under the Exchange Act to provide for the suspension of reporting obligations for ABS issuers under certain limited circumstances.