Securities Lawyer's Deskbook                          published by The University of Cincinnati College of Law

Item 1111 -- Pool Assets

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1. General information regarding pool asset types and selection criteria. Provide the following information:
   
   
   1. A brief description of the type or types of pool assets to be securitized.
      
      
   2. A general description of the material terms of the pool assets.
      
      
   3. A description of the solicitation, credit-granting or underwriting criteria used to originate or purchase the pool assets, including, to the extent known, any changes in such criteria and the extent to which such policies and criteria are or could be overridden.
      
      
   4. The method and criteria by which the pool assets were selected for the transaction.
      
      
   5. The cut-off date or similar date for establishing the composition of the asset pool, if applicable.
      
      
   6. If legal or regulatory provisions (such as bankruptcy, consumer protection, predatory lending, privacy, property rights or foreclosure laws or regulations) may materially affect pool asset performance or payments or expected payments on the asset-backed securities, briefly identify these provisions and their effects on such items.
      
      

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      Instruction to Item 1111(a)(6).
      Unless a material concentration of assets exists, it is not necessary to provide details of the laws in each jurisdiction. Even in that case, a legalistic description or recitation of the laws or regulations in a particular jurisdiction is not required.
      
      

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2. Pool characteristics. Describe the material characteristics of the asset pool. Provide appropriate introductory and explanatory information to introduce the characteristics, the methodology used in determining or calculating the characteristics and any terms or abbreviations used. While the material characteristics will vary depending on the nature of the pool assets, such characteristics may include, among other things:
   
   
   1. Number of each type of pool assets.
      
      
   2. Asset size, such as original balance and outstanding balance as of a designated cut-off date.
      
      
   3. Interest rate or rate of return, including type of interest rate if the pool includes different types, such as fixed and floating rates.
      
      
   4. Capitalized or uncapitalized accrued interest.
      
      
   5. Age, maturity, remaining term, average life (based on different prepayment assumptions), current payment/prepayment speeds and pool factors, as applicable.
      
      
   6. Servicer distribution, if different servicers service different pool assets.
      
      
   7. If a loan or similar receivable:
      
      
      1. Amortization period.
         
         
      2. Loan purpose (e.g., whether a purchase or refinance) and status, if applicable (e.g., repayment or deferment).
         
         
      3. Loan-to-value (LTV) ratios and debt service coverage ratios (DSCR), as applicable.
         
         
      4. Type and/or use of underlying property, product or collateral (e.g., occupancy type for residential mortgages or industry sector for commercial mortgages).
         
         
   8. If a receivable or other financial asset that arises under a revolving account, such as a credit card receivable:
      
      
      1. Monthly payment rate.
         
         
      2. Maximum credit lines.
         
         
      3. Average account balance.
         
         
      4. Yield percentages.
         
         
      5. Type of asset.
         
         
      6. Finance charges, fees and other income earned.
         
         
      7. Balance reductions granted for refunds, returns, fraudulent charges or other reasons.
         
         
      8. Percentage of full-balance and minimum payments made.
         
         
   9. If the asset pool includes commercial mortgages, the following information, to the extent material:
      
      
      1. For all commercial mortgages:
         
         
         1. The location and present use of each mortgaged property.
            
            
         2. Net operating income and net cash flow information, as well as the components of net operating income and net cash flow, for each mortgaged property.
            
            
         3. Current occupancy rates for each mortgaged property.
            
            
         4. The identity, square feet occupied by and lease expiration dates for the three largest tenants at each mortgaged property.
            
            
         5. The nature and amount of all other material mortgages, liens or encumbrances against such properties and their priority.
            
            
      2. For each commercial mortgage that represents, by dollar value, 10% or more of the asset pool, as measured as of the cut-off date:
         
         
         1. Any proposed program for the renovation, improvement or development of such properties, including the estimated cost thereof and the method of financing to be used.
            
            
         2. The general competitive conditions to which such properties are or may be subject.
            
            
         3. Management of such properties.
            
            
         4. Occupancy rate expressed as a percentage for each of the last five years.
            
            
         5. Principal business, occupations and professions carried on in, or from the properties.
            
            
         6. Number of tenants occupying 10% or more of the total rentable square footage of such properties and principal nature of business of such tenant, and the principal provisions of the leases with those tenants including, but not limited to: rental per annum, expiration date, and renewal options.
            
            
         7. The average effective annual rental per square foot or unit for each of the last three years prior to the date of filing.
            
            
         8. Schedule of the lease expirations for each of the ten years starting with the year in which the registration statement is filed (or the year in which the prospectus supplement is dated, as applicable), stating:
            
            
            1. The number of tenants whose leases will expire.
               
               
            2. The total area in square feet covered by such leases.
               
               
            3. The annual rental represented by such leases.
               
               
            4. The percentage of gross annual rental represented by such leases.
               
               

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               Instruction to Item 1111(b)(9).
               What is required is information material to an investor’s understanding of the asset-backed securities. Detailed descriptions of the physical characteristics of individual properties or legal descriptions by metes and bounds are not required.
               
               

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   10. Whether the pool asset is secured or unsecured, and if secured, the type(s) of collateral.
       
       
   11. Standardized credit scores of obligors and other information regarding obligor credit quality.
       
       
   12. Billing and payment procedures, including frequency of payment, payment options, fees, charges and origination or payment incentives.
       
       
   13. Information about the origination channel and origination process for the pool assets, such as originator information (and how acquired) and the level of origination documentation required, as applicable.
       
       
   14. Geographic distribution, such as by state or other material geographic region. If 10% or more of the pool assets are or will be located in any one state or other geographic region, describe any economic or other factors specific to such state or region that may materially impact the pool assets or pool asset cash flows.
       
       

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       Instruction to Item 1111(b)(14).
       For most assets, such as credit card accounts, motor vehicle leases, trade receivables and student loans, the location of the asset is the underlying obligor’s billing address. For assets involving real estate, such as mortgages, the location of the asset is where the physical property underlying the asset is located.
       
       

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   15. Other concentrations material to the asset type (e.g., school type for student loans). If material, provide information required by paragraph (b)(14) of this section regarding such concentrations, as applicable.
       
       
3. Delinquency and loss information. Provide delinquency and loss information for the asset pool, including statistical information regarding delinquencies and losses.
   
   
4. Sources of pool cash flow. If the cash flows from the pool assets that are to be used to support the asset-backed securities are to come from more than one source (such as separate cash flows from lease payments and from the sale of the residual asset at the termination of the lease), provide the following information:
   
   
   1. Disclose the specific sources of funds that will be used to make the payments and distributions on the asset-backed securities, and, if applicable, provide information on the relative amount and percentage of funds that are to be derived from each source, including a description of any assumptions, data, models and methodology used to derive such amounts. If payments on different classes or different categories of payments on or related to the asset-backed securities (e.g., principal, interest or expenses) are to come from different or segregated cash flows from the pool assets or other sources, disclose the source of funds that will be used for such payments.
      
      
   2. Residual value information. If the asset pool includes leases or other assets where a portion of the securitized pool balance is attributable to the residual value of the underlying physical property underlying the leases, disclose the following:
      
      
      1. How the residual values used to structure the transaction were estimated, including an explanation of any material discount rates, models or assumptions used and who selected such rates, models or assumptions.
         
         
      2. Any material procedures or requirements incorporated to preserve residual values during the term of the lease, such as lessee responsibilities, prohibitions on subletting, indemnification or required insurance or guarantees.
         
         
      3. The procedures by which the residual values will be realized and by whom those procedures will be carried out, including information on the experience of such party, any affiliations with a party described in Item 1119(a) of this Regulation AB and the compensation arrangements with such party.
         
         
      4. Whether the pool assets are open-end leases (e.g., where the lessee is required to cover the shortfall between the residual value of the leased property and the sale proceeds) or closed-end leases (e.g., where the lessor is responsible for such shortfalls), and where both types of leases are included in the asset pool, the percentage of each.
         
         
      5. To the extent material, any lessor obligations that are required under the leases, and the effect or potential effect on the asset-backed securities from failure by the lessor to perform its obligations.
         
         
      6. Statistical information regarding estimated residual values for the pool assets.
         
         
      7. Summary historical statistics on turn-in rates, if applicable, and residual value realization rates by the party responsible for such process over the past three years, or such longer period as is material to an evaluation of the pool assets.
         
         
      8. The effect on security holders if not enough cash flow is received from the realization of the residual values, whether there are any provisions to address this contingency, and how any cash flow greater than that necessary to pay security holders will be allocated.
         
         
5. Representations and warranties and repurchase obligations regarding pool assets. Summarize any representations and warranties made concerning the pool assets by the sponsor, transferor, originator or other party to the transaction, and describe briefly the remedies available if those representations and warranties are breached, such as repurchase obligations.
   
   
6. Claims on pool assets. Describe any material direct or contingent claim that parties other than the holders of the asset-backed securities have on any pool assets. Also, describe any material cross-collateralization or cross-default provisions relating to the pool assets.
   
   
7. Revolving periods, prefunding accounts and other changes to the asset pool. If the transaction contemplates a prefunding or revolving period, provide the following information, as applicable. Provide similar information regarding any other circumstances where pool assets may be added, substituted or removed from the asset pool, such as in the event of additional issuances of asset-backed securities in a master trust or a breach of a pool asset representation or warranty:
   
   
   1. The term or duration of any prefunding or revolving period.
      
      
   2. For prefunding periods, the amount of proceeds to be deposited in the prefunding account.
      
      
   3. For revolving periods, the maximum amount of additional assets that may be acquired during the revolving period, if applicable.
      
      
   4. The percentage of the asset pool and any class or series of the asset-backed securities represented by the prefunding account or the revolving account, if applicable.
      
      
   5. Triggers or events that would trigger limits on or terminate the prefunding or revolving period and the effects of such triggers. In particular for a revolving period, describe the operation of the revolving period and the amortization period.
      
      
   6. When and how new pool assets may be acquired during the prefunding or revolving period, and if, when and how pool assets can be removed or substituted. Describe any limits on the amount, type or speed with which pool assets may be acquired, substituted or removed.
      
      
   7. The acquisition or underwriting criteria for additional pool assets to be acquired during the prefunding or revolving period, including a description of any differences from the criteria used to select the current asset pool.
      
      
   8. Which party has the authority to add, remove or substitute assets from the asset pool or determine if such pool assets meet the acquisition or underwriting criteria for additional pool assets. In addition, disclose whether or not there will be any independent verification of such person’s exercise of authority or determinations.
      
      
   9. Any requirements to add or remove minimum amounts of pool assets and any effects of not meeting those requirements.
      
      
   10. If applicable, the procedures and standards for the temporary investment of funds in a prefunding or revolving account pending use (including the disposition of gains and losses on pending funds) and a description of the financial products or instruments eligible for such accounts.
       
       
   11. The circumstances under which funds in a prefunding or revolving account will be returned to investors or otherwise disposed of.
       
       
   12. A statement of whether, and if so, how, investors will be notified of changes to the asset pool.

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