2nd edition common terms in structured finance

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    COMMON TERMS in STRUCTURED FINANCE

    www.tpw.com

    2nd edition with definitions for Covered

    Bonds, Free Writing Prospectus,Reformation, Reverse Mortgage, Rule 159

    and Securities Offering Reform.

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    Thacher Proffitt

    is a leading

    law firm to the

    structured finance

    and financial services

    industries.

    A B R I E F H I S T O RY

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    B A S I C S O N H O W T H E

    To securitize a loan, a special pur-

    pose entity (SPE) is created. The

    form of the SPE structure may vary

    depending on the type of loans to be

    securitized. In most cases, the owner

    of each pool of loans transfers them

    to a separate SPE.

    Thacher Proffitt counsels lenders of

    all sizes on loan pooling, creating

    special purpose entities, issuing

    securities and monitoring their

    compliance with SEC regulations.

    Lenders provide borrowers with

    loans. While borrowers now use the

    funds and can repay loans with

    interest over time, the lenders are

    left with the debt. To replenish their

    coffers and continue the business of

    extending new loans, lenders

    periodically pool and securitize

    the loans they have extended.

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    Thacher Proffitt is a preeminent law firm in the

    field of securitization and structured finance.

    Thacher Proffitt has consistently led the industrys

    evolution since its origin over 20 years ago.

    Our Structured Finance Practice Group includes

    more than 100 of the Firms 300+ attorneys

    who provide clients with the critical mass of

    resources and experience necessary to provide the

    highest level of legal representation for anytransaction.

    We represent issuers, underwriters, insurers,

    servicers, trustees and all other transaction

    participants in virtually every type of securitization

    and financing transaction, throughout the

    United States, Latin America, Europe and Asia.

    Residential and Commercial

    Mortgage Securitization

    Asset-Backed Securitization

    Cash and Synthetic CDOs

    Financing of Financial Assets

    Global Securitization and Finance

    Leasing and Lease Securitization

    Purchase, Sale and Servicing of

    Financial Assets

    Real Estate Investment Trusts

    Swaps and Derivatives

    Regulatory Compliance

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    www.tpw.com January 2007

    Thacher Proffitt & Wood LLP

    CREATIVE LEGAL SOLUTIONSFor more than 150 years, Thacher Proffitt has led the way in creating andimplementing innovative, workable solutions that bring finance and businesstogether. Our strong focus and in-depth experience, combined with our

    relationships with major financial institutions, help investors and principalsworldwide put capital to work.

    Real EstateStructured FinanceTaxTechnology and Intellectual PropertyTrusts and Estates

    Bankruptcy and Creditors RightsCompensation and BenefitsCorporate and SecuritiesFinancial InstitutionsInvestment Funds and Investment AdvisorsLitigation and Dispute Resolution

    WASHINGTON, DC

    1700 Pennsylvania Avenue, NW

    Washington, DC 20006

    202.347.8400

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