On March 29, 2011, the Federal Reserve Board and the FDIC separately approved a joint notice of proposed rulemaking (the “NPR”) implementing the credit risk retention requirements of section 941 of the Dodd-Frank Act, which added a new section 15G to the Securities Act of 1933, as amended (the “Securities Act”). The NPR also was subsequently approved by the Securities and Exchange Commission (“SEC”), the Department of Housing and Urban Development, the Federal Housing Finance Agency, and the Office of the Comptroller of the Currency. The NPR was jointly issued on March 31, 2011, for a 60-day comment period following publication in the Federal Register, which will end on June 10, 2011.

As required by section 941, the NPR would generally require securitizers to retain not less than 5% of the credit risk of the assets collateralizing any asset-backed securities (“ABS”) issuance.