Summary of Offering Reform Rules

1. Summary of Offering Reform Rules Presented by Ed Gainor

2. Key Elements of Offering Reform • Increased freedom to communicate with prospective investors prior to delivery of a final prospectus • Free writing prospectuses • Removal of restrictions on electronic road shows • Liability (for some purposes) is determined at the time a contract of sale is made, without regard to information conveyed to investors after that date • Misstatements or omissions not cured by later correction in final prospectus • Access equals delivery • Final prospectus no longer need be delivered at or prior to settlement

3. Free Writing Prospectuses • Since December 1, the “free writing prospectus” has largely replaced computational material in the marketing of ABS • FWP may contain virtually any type of information • Lower standard of liability for FWPs than for comp mats • Conditions for Use • Registration statement must be on file • So, FWPs may be disseminated in shelf offerings • In S-1 offerings, FWPs must be preceded or accompanied by a preliminary prospectus • Depositor must not be “ineligible issuer” • Legend, filing and record retention requirements • No impermissible legends or disclaimers

4. Free Writing Prospectuses • Legend, Filing and Retention Requirements • Must include required legend • Filing • Issuer FWP or FWP containing “issuer information” must be filed on or prior to date of first use • Underwriter FWP generally need not be filed at all • Final terms sheet must be filed within 2 days of first use • FWP containing solely comp mats may be filed by later of prospectus filing date or 2 days after first use • Many complexities in the filing requirements • Copy of every FWP not filed must be retained for 3 years • Limited continuing importance of the computational material rules • Less strict filing deadline for comp mats • Use by ineligible issuers

5. Road Shows • Various prior restrictions on electronic road shows no longer apply • In shelf offerings, no longer need a preliminary prospectus • Still need to provide preliminary prospectus in Form S-1 offerings • Need not be recorded in front of a live audience • May be edited • May be provided in multiple versions • No restrictions on number of times the recording may be accessed • No restrictions on printing or downloading (of the road show presentation itself) • Downloading of visual aids used in road show may be restricted if visual aids are not filed as FWPs

6. Road Shows • Live road shows are oral presentations and therefore not free writing prospectuses • Even if transmitted via the internet or telephone in real time to a live audience • Visual aids used in road show are not FWPs if they are provided “in a manner designed” to make them available “only as part of the road show and not separately” • Road shows that are not live and are graphically transmitted are electronic road shows • Electronic road shows are FWPs and are therefore subject to the conditions for use of FWPs • But, generally need not be filed if they satisfy the new definition of “electronic road show” • Requires participation by the depositor, sponsor, or servicer • Treatment of visual aids is the same as for live road shows

7. Liability • Rule 159: Liability under Sections 12(a)(2) and 17(a)(2) of the Securities Act is determined at the time of formation of the contract of sale without regard to information conveyed to investors after that date • Misstatements or omissions not cured by later correction in final prospectus • This is in addition to liability under Section 11 for material errors or omissions in the final prospectus

8. Liability • If terms of the offering change or material error in disclosure is discovered, liability may be avoided if each investor that has committed to purchase agrees to terminate the old contract and enter into a new contract • Not clear precisely what procedures must be followed • Investor must receive • Corrected disclosure • clear disclosure of his rights • Cannot be “deemed” to agree

9. Prospectus Delivery • Access equals delivery • No longer necessary to deliver a prospectus, physically or electronically, at or prior to settlement • Prospectus need only be filed when required • Confirmation of sale should include a notice that the sale was made pursuant to a registration statement

10. Attorneys at Law One Battery Park Plaza 34th Floor New York, NY 10004 Telephone 917.777.4200 Facsimile 917.777.4299 1919 M Street, NW Suite 800 Washington, DC 20036 Telephone 202.775.1880 Facsimile 202.775.8586 174867