Form S-1 - Registration Statement Under The Securities Act Of 1933 (Page 3 of 8) in pdf

page; and any price-related information omitted from the earlier registration statement in reliance on Rule 430A that the registrant

chooses to include in the new registration statement. The information contained in such a Rule 462(b) registration statement shall

be deemed to be a part of the earlier registration statement as of the date of effectiveness of the Rule 462(b) registration statement.

Any opinion or consent required in the Rule 462(b) registration statement may be incorporated by reference from the earlier

registration statement with respect to the offering, if: (i) such opinion or consent expressly provides for such incorporation; and (ii)

such opinion relates to the securities registered pursuant to Rule 462(b). See Rule 411(c) and Rule 439(b) under the Securities Act.

VI. Offerings of Asset-Backed Securities.

The following applies if a registration statement on this Form S-1 is being used to register an offering of asset-backed

securities. Terms used in this General Instruction VI. have the same meaning as in Item 1101 of Regulation AB (17 CFR

229.1101).

A. Items that may be Omitted.

Such registrants may omit the information called for by Item 11, Information with Respect to the Registrant.

B. Substitute Information to be Included.

In addition to the Items that are otherwise required by this Form, the registrant must furnish in the prospectus the information

required by Items 1102 through 1120 of Regulation AB (17 CFR 229.1102 through 229.1120).

C. Signatures.

The registration statement must be signed by the depositor, the depositor’s principal executive officer or officers, principal

financial officer and controller or principal accounting officer, and by at least a majority of the depositor’s board of directors or

persons performing similar functions.

VII. Eligibility to Use Incorporation by Reference

If a registrant meets the following requirements immediately prior to the time of filing a registration statement on this Form, it

may elect to provide information required by Items 3 through 11 of this Form in accordance with Item 11A and Item 12 of this

Form:

A. The registrant is subject to the requirement to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange

Act of 1934 (“Exchange Act”).

B. The registrant has filed all reports and other materials required to be filed by Sections 13(a), 14, or 15(d) of the Exchange Act

during the preceding 12 months (or for such shorter period that the registrant was required to file such reports and materials).

C. The registrant has filed an annual report required under Section 13(a) or Section 15(d) of the Exchange Act for its most

recently completed fiscal year.

D. The registrant is not:

1. And during the past three years neither the registrant nor any of its predecessors was:

(a) A blank check company as defined in Rule 419(a)(2) (§230.419(a)(2));

(b) A shell company, other than a business combination related shell company, each as defined in Rule 405

(§230.405); or

chapter).

2. Registering an offering that effectuates a business combination transaction as defined in Rule 165(f)(1) (§230.165(f)(1)

of this chapter).

E. If a registrant is a successor registrant it shall be deemed to have satisfied conditions A., B., C., and D.2 above if:

1. Its predecessor and it, taken together, do so, provided that the succession was primarily for the purpose of changing

the state of incorporation of the predecessor or forming a holding company and that the assets and liabilities of the

successor at the time of succession were substantially the same as those of the predecessor; or

2. All predecessors met the conditions at the time of succession and the registrant has continued to do so since the

succession.

Form S-1 - Registration Statement Under The Securities Act Of 1933 Page 3