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New Developments in Securitization

2007

• Subprime mortgage market and its impact on other markets • Update on CDOs, CLOs, CFOs, CCos, SIVs and structural funds • SEC developments • Other emerging assets • Regulation AB update

N e w Yo r k C i t y, N o v e m b e r 2 9 - 3 0 , 2 0 0 7 Boston Groupcast Location, November 29-30, 2007 L i v e We b c a s t , N o v e m b e r 2 9 - 3 0 , 2 0 0 7 — w w w. p l i . e d u

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R e g i s t e r O n l i n e a t w w w. p l i . e d u o r C a l l ( 8 0 0 ) 2 6 0 - 4 P L I

New Developments in Securitization 2 0 0 7 New York City November 29-30, 2007

Boston Groupcast Location November 29-30, 2007

Live Webcast November 29-30, 2007 — www.pli.edu

Why You Should Attend

Boston Groupcast Location

The growth of the asset securitization world since the 1980s has been explosive, creating a new industry with fantastic opportunities for lawyers and many other professionals and contributing trillions of dollars of issuances into the capital markets. Its role in the capital markets is so important, and its needs so unique, that the SEC recently adopted Regulation AB, a regime that regulates asset-backed securities differently from all other securities issuances.

Co-Sponsored by Massachusetts CLE

At this two-day program, you will receive an intensive and comprehensive introduction and update of the most cutting edge developments in asset securitization.

Who Should Attend Attorneys at law firms, corporations, investment banks, and other financial institutions dealing with asset-backed securities.

Conference Highlights: • Keeping up with regulatory change: - Update of the new SEC registration, disclosure and reporting requirements for the asset-backed securities - Securities Act Reform and its application to securitization - FASB 140 - Accounting and disclosure transparency rules for financial statements and off-balance sheet entities

Attendees in Boston will be viewing the live broadcast via Groupcast to the offices of Massachusetts CLE, 10 Winter Place, Boston, Massachusetts. With PLI Groupcasts, you'll receive streaming audio/video of the program instantaneously from the live program and be able to submit questions electronically. You will also receive the printed Course Handbook. To arrange for a groupcast in your conference room, and be able to share ideas and discuss issues relevant to your firm with your colleagues without the hassles of traveling, please contact the Groupcasts Department via email at [email protected] for more details.

Live Webcast Available On www.pli.edu A simultaneous live online broadcast of the New York City session of this program is available for individual viewing from your computer on www.pli.edu. Webcast participants will receive streaming audio/video instantaneously from the live program, can view and/or print the Course Handbook, and submit questions electronically. Get “real-time” education right from your PC! To register for the webcast, visit www.pli.edu and click Online CLE, then go to the Upcoming Live Webcasts area. Select the New Developments in Securitization 2007 Webcast to purchase the program. Please register before the first day of the program to allow time to test your system. If you have any questions whatsoever please call PLI’s Customer Relations Department at (800) 260-4PLI.

PLI can arrange group viewing in your firm by broadcasting live to your conference room. Plus, receive a discount on purchases of

- Changing regulatory capital requirements

the corresponding Course Handbook. Contact the Groupcasts Department via email at [email protected] for more details.

• Learn about the newest areas of opportunity and risk:

PLI’s Nationally Acclaimed Course Handbooks

- Intellectual property securitization - Bankruptcy and troubled deals - International securitization - CDOs, CLOs, CFOs, CCOs, SIVs, and structural funds - Synthetic securitization - Insurance-related issuances - Securitization of aircraft leases and airline ticket (future flows) revenues

All program attendees* will receive a copy of the Course Handbook. This softcover, bound volume was prepared specifically for this program and will also stand alone as a permanent reference. PLI’s Course Handbooks represent the definitive thinking of the nation’s finest legal minds, and are often the standard reference in the field. Please note: Individual Webcast attendees will receive a downloadable version of the Handbook the day of the program, and the Course Handbook after the program date.

- Other emerging assets *Web Subscribers to Webcasts can purchase the Handbook at a 50% discount; contact PLI Customer Service to order.

R e s e r v e y o u r p l a c e t o d a y, c a l l ( 8 0 0 ) 2 6 0 - 4 P L I .

FA C U LT Y

Chair:

Gary Barnett Linklaters LLP New York City

Mark Adelson

James R. Mountain

Research Industry Analyst New York City

Securitization Services Partner Deloitte & Touche LLP New York City

Anjali Asnanee Executive Director and Senior Counsel UBS New York City

David Z. Nirenberg

Winston Chang

General Counsel Wells Fargo Asset Securities Corporation New York City

Director Standard & Poor's Structured Finance Group New York City

James J. Croke, Jr. Orrick, Herrington & Sutcliffe LLP New York City

Patrick D. Dolan Dechert LLP New York City

Andrew M. Faulkner Skadden, Arps, Slate, Meagher & Flom LLP New York City

Stephen S. Kudenholdt Chair, Structured Finance Practice Group Thacher Proffitt & Wood LLP New York City

Stuart M. Litwin Co-Head of Global Securitization Group Mayer, Brown, Rowe & Maw LLP Chicago

Michael H. Mitchell Orrick, Herrington & Sutcliffe LLP Washington, D.C.

Timothy W. Moser Squire, Sanders & Dempsey L.L.P. Phoenix

Program Attorney: Loula Barkas

McKee Nelson LLP New York City

Lawrence D. Rubenstein

Bianca A. Russo Managing Director and Associate General Counsel JPMorgan Chase & Co. New York City

James E. Spiotto Chapman and Cutler LLP Chicago

Lazarus N. Sun Senior Vice President & Associate General Counsel Trust Company of the West Los Angeles

Max Webb Assistant Director Office of Structured Finance, Transportation & Leisure Securities and Exchange Commission Washington, D.C.

Sabine Zerarka Associate General Counsel Standard & Poor’s Ratings Services New York City

T. Robert Zochowski, Jr. Paul, Weiss, Rifkind, Wharton & Garrison LLP New York City

PROGRAM SCHEDULE First Day: 9:00 a.m. – 5:15 p.m.

Morning Session: 9:00 a.m. – 12:30 p.m.

Afternoon Session: 1:30 p.m. – 5:15 p.m.

9:00 Opening Remarks

1:30 New Developments in Asset-Backed Commercial Paper

Gary Barnett

9:15 Trends in Securitization: Research Perspective • • • • •

Overview of year’s activities Issuance volumes Credit quality trends Other developments Prospects for 2007

• Industry and sponsor responses to BIS and U.S. risk-based capital guidelines • Evolution of market value technology in ABCP Conduits • Hedge funds’ applications of ABCP techniques • Extendible/Callable ABCP - issues and applications • European developments James J. Croke, Jr.

Mark Adelson

9:45 SEC Update • Report on ABS 10-K project • Current Regulation AB issues • What to expect from the SEC staff next year Max Webb

10:30 Break

2:00 Securitization Accounting Developments – What’s New? • FASB Statements 154 and 155 and accounting for hybrid instruments and servicing • The FASB 140 amendment project • Servicer discretion and other current topics • International convergence James R. Mountain

10:45 Regulation AB Update – The Market Settles In • Common interpretive and implementation issues – What’s been resolved; where has industry practice settled • 2007 10-K season – What worked well, what can be improved upon, from the 2006 10-K season • SEC comments letters – A profile of significant SEC staff comments under Regulation AB Michael H. Mitchell, Lawrence D. Rubenstein

11:45 Securities Offering Reform and Its Impact on Securitization • • • • • • •

Free writing prospectus rules Impact on the securitization market Changes in offering documentation forms Rule 159 liability Reformation procedures Electronic roadshows Impact on 144A market

3:00 Commercial Mortgage Securitization • Market overview and structural issues • Securities laws, including Regulation AB and Securities Offering Reform • Sarbanes-Oxley and other due diligence issues • Other recent developments Bianca A. Russo

3:30

Break

3:45 New Developments in the Securitization of Residential Mortgages and Home Equity Loans • Collateral and structural features • Disclosure considerations related to the asset sector • Unique impact on the asset sector from Regulation AB and Securities Offering Reform • Subprime mortgage market developments and related securitization issues Lawrence D. Rubenstein

Stephen S. Kudenholdt

12:15 Questions and Answers 12:30 Lunch

4:15 New Developments in Auto and Equipment Loan and Lease Securitization • • • •

New deals and recent developments Effect of Regulation AB Accounting issues Rating agency considerations

Stuart M. Litwin

4:45 New Developments in Credit Card Securitization • • • •

New structures Legislative and regulatory developments Accounting issues Other recent developments

Andrew M. Faulkner

5:15

PLI’S GUARANTEE It’s simple. If you’re not completely satisfied with the return on your investment from any PLI program, your money will be refunded in full.

End of First Day

Please plan to arrive with enough time to register before the conference begins. A continental breakfast will be available upon your arrival.

Second Day: 9:00 a.m. – 4:45 p.m. Morning Session: 9:00 a.m. – 12:15 p.m.

Afternoon Session: 1:30 p.m. – 4:45 p.m.

9:00 Opening Remarks

1:30 Tax Developments in Securitization

Gary Barnett

• • • •

9:15 Emerging and Nonstandard Products: A Rating Agency Perspective • What are “new assets” in 2007? • Rating methodology for emerging asset classes • Corporate securitization gathering steam is private equity the driver? • Insurance and securitization Winston Chang, Sabine Zerarka

10:00 Securitization of Aircraft Leases and Airline Ticket Revenues

Domestic structure Off-shore structures Emerging issues and unanswered questions Other tax developments

David Z. Nirenberg

2:00 Securitization of Illiquid Structured Securities • Understanding the collateral • Overview of structures used • Legal and rating agency considerations Anjali Asnanee

• Aircraft Leases: legal and rating agency considerations relating to the securitization of commercial aircraft leases • Airline Ticket Revenues: legal and rating agency considerations relating to the securitization of future flow airline ticket revenues Patrick D. Dolan

10:45 Break 11:00 Intellectual Property Securitization • Legal issues relating to structuring transactions using different types of intellectual property • Differences between intellectual property securitizations and traditional securitizations

2:30 Bankruptcy and Troubled Deals • • • • • • • • • • •

Proactive structure and drafting techniques Warning signs not to be ignored Approaching a bankruptcy or troubled deal Residual and DIP financing issues Avoiding servicer and trustee issues Opinion issues Aircraft securitization and bankruptcy experience and workouts Automatic stay and debtor as investor Reclassification issues Repackaged securitization in workouts Effect of bankruptcy of sub-prime mortgage lender on securitizations Recent experience in sub-prime bankruptcies Impact of recent expansion of bankruptcy safe-harbors for financing arrangements

T. Robert Zochowski, Jr.

• •

11:30 CDOs, CLOs and Similar Structured Products

Timothy W. Moser, James E. Spiotto

3:30

• CDOs and CLOs: - An update on the state of the market - Cash, hybrid and synthetic structures • CCOs, CFOs, SIVs, CDO equity funds, fixed income hedge funds • Legal and structural issues Gary Barnett, Lazarus N. Sun

12:00 Questions and Answers 12:15 Lunch

Break

3:45 Synthetic Securitizations and the Use of Derivatives in Securitizations • What are derivatives and why are they used in securitizations? • Synthetic structures • Documentation issues peculiar to securitizations and rating agency criteria • The different ISDA confirms and their respective market supporters • CDS of ABS; CDS of CDOs; CDS of secured loans • CMBX and ABX Gary Barnett

4:45

End of Second Day

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V i s i t w w w. p l i . e d u f o r m o r e d e t a i l s .

Other Relevant Products From PLI COURSE HANDBOOK New Developments in Securitization 2007, $179. The Course Handbook will be available on the first day of the program.

T R E AT I S E S The Sarbanes-Oxley Deskbook John T. Bostelman (Sullivan & Cromwell LLP, New York City) “The bible for securities lawyers.” — FORTUNE Magazine The latest Deskbook update examines the SEC’s proposed interpretive guidance for management’s assessment of internal control over financial reporting • amendments to the PCAOB’s auditing standard, which focus on internal controls over financial reporting, eliminating unnecessary procedures, making audits scalable for small companies, and simplifying audit requirements • the PCAOB’s proposed new auditing standard • the degree of compatibility between EU data protection guidelines and SOX whistleblower provisions • and extended compliance dates for non-U.S. issuers when filing internal control reports. 3 looseleaf volumes, 3,105 pages, $345 (Revised annually or as needed: No charge for revision issued within 3 months of purchase)

New!

Securities Litigation: A Practitioner’s Guide Edited by Jonathan C. Dickey (Gibson, Dunn & Crutcher LLP, Palo Alto, CA) Securities Litigation shows how the Private Securities Litigation Reform Act, Securities Litigation Uniform Standards Act, and related case law have altered the plaintiff-defendant class-action playing field. You’ll get the full story on pleadings standards, stays of discovery, lead plaintiff appointments, and loss causation under the PSLRA, and on how the SLUSA restricts plaintiffs’ use of state courts in certain class actions. 1 looseleaf volume, 920 pages, $195 (Revised annually or as needed: No charge for revision issued within 3 months of purchase) For more information on any treatise, including the Table of Contents, log on to www.pli.edu All treatises require prepayment and can be returned within 30 days for a full refund. For information on quantity order discounts, please contact PLI’s Customer Relations Department at (800) 260-4PLI. Program attendees save up to 50% on Books, Audio and Video Products.

View PLI Seminars In Your Home Or Office Bring the best of PLI’s live programs to your home or office. Audio CDs and DVDs of this program will be available for purchase December 2007. See Registration Form for details. MP3s, Web Segments and On-Demand Web Programs of this program will be available December 21, 2007 at www.pli.edu -- find MP3 programs under Recorded Programs and Web Segments/On-Demand under Online CLE. With PLI’s Web Segments there is no easier way to complete your MCLE requirement. We’ve taken PLI’s extensive library of On-Demand Web Programs, previously recorded programs available online 24/7 via streaming video and/or audio, and conveniently broken them down into 1/2 - 3 hour programs so you get only the information you want. With over 1,000 hours of content to choose from, you’re sure to find a Web Segment that will meet your needs. As an added bonus, you’ll continue to have access to your Web Segments for one full year and will be able to download the online Course Materials that accompany your Web Segment. At more than 60% off the regular price, there’s never been a faster, easier, more affordable way to meet your state MCLE requirement. All audio CD/DVD products require prepayment and are non-refundable, with the exception of defective or unopened products.

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Registration/Hotel Information: New York City Seminar Location: PLI New York Center, 810 Seventh Avenue at 53rd Street (21st floor), New York, New York 10019. Message Center, program days only: (212) 824-5733. New York City Hotel Accommodations: The New York Hilton & Towers, 1335 Avenue of the Americas, New York, NY 10019. Reservations (877) NYC-HILT. Please mention you are booking a room under the Practising Law Institute Corporate Rate and the Client File N# is 0495741. You may also book reservations online at www.hilton.com and enter the same Client File # in the Corporate ID # field to access Practising Law Institute rates. Due to high demand and limited inventory in New York City, we recommend reserving hotel rooms as early as possible. Boston Groupcast Location: Massachusetts CLE, 10 Winter Place, Boston, Massachusetts 02100. (617) 350-7006. Payment Policy: Registration fees are due in advance. Attendees may pay by check, Visa, MasterCard, American Express or Diners Club. Cancellations: All cancellations received 3 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time period, payment is due in full. You may substitute another individual to attend the program at any time. PLI’s Scholarship/Financial Hardship Policy: Full and partial scholarships to attend PLI programs are available to judges, judicial law clerks, law professors, attorneys 65 or older, law students, pro bono attorneys, librarians and paralegals who work for nonprofit organizations, legal services organizations or government agencies, unemployed attorneys and others with financial hardships. To apply, send your request on your employer’s letterhead, stating the reason for your interest, along with the completed registration form on this brochure, to the PLI Scholarship Committee. All applications must be accompanied by a $25 nonrefundable application fee (applicants may pay by check or credit card), and must be submitted four weeks before the date of the program you wish to attend. Students must submit a copy of their student ID card. PLI Group Discounts: Groups of 4-14 from the same organization, all registering at the same time, for a PLI program scheduled for presentation at the same site, are entitled to receive a group discount. For further discount information, please contact [email protected] or call (800) 260-4PLI. Education Course Credit: States have widely varying regulations regarding Continuing Education credit, therefore, please contact PLI for more information concerning approval.

New York State CLE Credit: In accordance with the requirements of the New York State Continuing Legal Education Board, this non-transitional continuing legal education program is NOT approved for the newly admitted attorney within the first two years of admission to the Bar. It has been approved for experienced attorneys for a maximum of 14.5 credit hours, of which 14.5 credit hours can be applied toward the professional practice requirement. California MCLE Credit: PLI is a State Bar of California approved MCLE provider. This activity has been approved for MCLE credit in the amount of 12.25 hours. PLI will retain the required MCLE records for this program. Continuing Professional Education Course Credit: Recommended CPE credit: 14.5 hours, in which 14.5 hours will apply to Accounting. Course level: Intermediate. The Practising Law Institute is registered with the National Association of State Boards of Accountancy (NASBA), as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be addressed to the National Registry of CPE Sponsors, 150 Fourth Avenue North, Suite 700, Nashville, TN 37219-2417. Web site: www.nasba.org No prerequisites or advance preparation is required for CPE credit. Contact [email protected] regarding complaints and refund policy. California Paralegals: You can satisfy your new continuing legal education requirements by attending PLI’s nationally acclaimed Institutes and Programs! Illinois CLE Credit: PLI is an accredited provider in Illinois. SPECIAL NEEDS: If you have special needs as addressed by the Americans with Disabilities Act, please notify Customer Relations at least two weeks prior to your program. Basic Upkeep Service: In order to keep you abreast of the latest developments in your field, the purchase of PLI treatises includes Basic Upkeep Service, so that supplements, replacement pages and new editions may be shipped to you immediately upon publication for a 30-day examination. This service is cancelable at any time. PLI Bookstores: Current Publications, Training Materials, Audio CD/DVD and related products are available for purchase at the PLI New York Center, 810 Seventh Avenue at 53rd Street (21st floor), New York, NY, and at the PLI California Center, 685 Market Street, San Francisco, CA, Monday to Friday, 10:00 a.m. - 4:00 p.m. All PLI Publications can also be purchased online at www.pli.edu Email: [email protected] Visit Us On The Web: www.pli.edu

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Boston Groupcast Location November 29-30, 2007

Live Webcast November 29-30, 2007 — www.pli.edu

11346 11350 11349 654 12013

Course Handbook only, $179 Audio CDs,† available December 2007, $797.50 DVDs,† available December 2007, $1,595 The Sarbanes-Oxley Deskbook,1 3 looseleaf volumes, $345 Securities Litigation,1 1 looseleaf volume, $195

30 days for a full refund.

†Audio CDs and DVDs must be prepaid and are non-refundable, with the exception of defective or unopened products. 1All treatises require prepayment and can be returned within

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New Developments in Securitization 2 0 0 7

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