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

Item 1112 -- Significant Obligors of Pool Assets

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1. Descriptive information. Provide the following information for each significant obligor:
   
   
   1. The name of the obligor.
      
      
   2. The organizational form and general character of the business of the obligor.
      
      
   3. The nature of the concentration of the pool assets with the obligor.
      
      
   4. The material terms of the pool assets and the agreements with the obligor involving the pool assets.
      
      
2. Financial information.
   
   
   1. If the pool assets relating to a significant obligor represent 10% or more, but less than 20%, of the asset pool, provide selected financial data required by Item 301 of Regulation S-K for the significant obligor, provided, however, that for a significant obligor under Item 1101(k)(2) of this Regulation AB, only net operating income for the most recent fiscal year and interim period is required.
      
      
   2. If pool assets relating to a significant obligor represent 20% or more of the asset pool, provide financial statements meeting the requirements of Regulation S-X (Rules 210.1-01 through 210.12-29 of this chapter), except Rule 210.3-05 of this chapter and Article 11 of Regulation S-X (Rules 210.11-01 through 210.11-03 of this chapter), of the significant obligor. Financial statements of such obligor and its subsidiaries consolidated (as required by Rule 240.14a-3(b) of this chapter) shall be filed under this item.
      
      

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      Instructions to Item 1112(b).
      
      
      1. 1. No information need be provided pursuant to paragraph (b) of this section if the obligations of the significant obligor as they relate to the pool assets are backed by the full faith and credit of the United States.
         
         
      2. No information need be provided pursuant to paragraph (b) of this section if the obligations of the significant obligor as they relate to the pool assets are backed by the full faith and credit of a foreign government (as defined in Rule 240.3b-4(a) of this chapter) if the pool assets are investment grade securities as defined in Item I.B.2 of Form S-3 (Rule 239.13 of this chapter). If the pool assets are not investment grade securities, information required by paragraph (5) of Schedule B of the Securities Act (15 U.S.C. 77aa) regarding the foreign government may be incorporated by reference from a Commission filing in lieu of providing the financial information required pursuant to paragraph (b) of this section.
         
         

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   3. If the significant obligor is an asset-backed issuer and the pool assets relating to the significant obligor are asset-backed securities, provide the following information in lieu of the information required by paragraph (b) of this section:
      
      
      1. For a registration statement under the Securities Act or the Exchange Act or a prospectus to be filed pursuant to Rule 230.424 of this chapter, the information required by Items 1104 through 1115, 1117 and 1119 of this Regulation AB regarding such asset-backed securities; and
         
         
      2. For an Exchange Act report on Form 10-K or Form 10-D (Rule 249.310 or 249.312 of this chapter), the information required by General Instruction J. of Form 10-K regarding such asset-backed securities for the period for which the last Form 10-K of the asset-backed securities was due (or would have been due if such asset-backed securities are not required to file reports with the Commission pursuant to section 13(a) or 15(d) of the Exchange Act.
         
         
   4. If the significant obligor is a foreign business (as defined Rule 210.1-02 of this chapter):
      
      
      1. Paragraph (b)(1) of this section may be complied with by providing the information required by Item 3.A. of Form 20-F (Rule 249.220f of this chapter). If a reconciliation to U.S. generally accepted accounting principles called for by Instruction 2. to Item 3.A. of Form 20-F is unavailable or not obtainable without unreasonable cost or expense, at a minimum provide a narrative description of all material variations in accounting principles, practices and methods used in preparing the non-U.S. GAAP financial statements used as a basis for the selected financial data from those accepted in the U.S.
         
         
      2. Paragraph (b)(2) of this section may be complied with by providing financial statements meeting the requirements of Item 17 of Form 20-F for the periods specified by Item 8.A. of Form 20-F.
         
         

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