Legal Language and Interactive Technology

William LutzClarity 2010

Lisbon, 14 October 2010

Form 10-K Preparation Process

Company/Registrants

Attorneys & Accountants

Files for Conversion

Proofing Cycles

Final Approval

Final HTML/ASCII Version

Printed & Mailed to Investors

Reverse Conversion for Company Filings

SEC

Final HTML & PDF

Filing Agent

Self-Filed Directly to SEC

Multiple Services & File Exchanges

10-K filings by one company

1996 263 pages

1999 265 pages

2009 1,376 pages

“I read a few prospectuses for residential-mortgage-backed securities – mortgages, thousands of mortgages backing them, and then those all tranched into maybe 30 slices. You create a CDO by taking one of the lower tranches of that one and 50 others like it. Now if you’re going to understand that CDO, you’ve got 50-times-300 pages to read, it’s 15,000. If you take one of the lower tranches of the CDO and take 50 of those and create a CDO squared, you’re now up to 750,000 pages to read to understand one security.”

Warren Buffett, Fortune Magazine, April 8, 2008.

Removal of Accounts

Subject to the conditions set forth in the next succeeding sentence, the Transferor may, but shall not be obligated to,designate from time to time (which may be restricted to certain periods if so specified in the related Prospectus Supplement) certainAccounts to be Removed Accounts, all Receivables in which shall be subject to deletion and removal from the related Trust. Thisfeature is intended to permit the Transferor to obtain unencumbered ownership of Receivables not needed to support any Series ofCertificates. Certif icateholders will not incur any cost, direct or indirect, as a result of the exercise of this feature. The Transferorwill be permitted to designate and require reassignment to it of the Receivables from Removed Accounts only upon satisfaction ofthe following conditions: (i) the removal of any Receivables of any Removed Accounts shall not, in the reasonable belief of theTransferor, cause a Pay Out Event to occur; (ii) the Transferor shall have delivered to the related Trustee for execution a writtenassignment and a computer file or microfiche list containing a true and complete list of all Removed Accounts identif ied by accountnumber and the aggregate amount of the Receivables in such Removed Accounts; (iii) none of (a) the Receivables are more than []% delinquent by [estimated] principal amount and weighted average delinquency of such Receivables does not exceed [ ] days, (b)he Receivables are more than [ ]% delinquent by estimated principal balance and the weighted average delinquency of suchReceivables does not exceed [ ] days or (c) the Receivables are more than the specif ied percentage delinquent by estimatedprincipal amount and the weighted average delinquency of such Receivables does not exceed the number of days specif ied in therelated Prospectus Supplement; (iv) the Transferor shall represent and warrant that no selection procedures believed by theTransferor to be materially adverse to the interests of the holders of any Series of Certif icates outstanding under such Trust wereutilized in selecting the Removed Accounts to be removed from such Trust; (v) each Rating Agency then rating each Series ofCertificates outstanding under such Trust shall have received notice of such proposed removal of Accounts and the Transferor shallhave received notice from each such Rating Agency that such proposed removal will not result in a downgrade of its then-currentrating for any such Series; (vi) the aggregate amount of Principal Receivables of the Accounts then existing less the aggregateamount of Principles Receivables of the Removed Accounts shall not be less than the amount, if any, specified for any periodspecif ied; (vii) the Principal Receivables of the Removed Accounts shall not equal or exceed [ ]% (or such other percentagespecif ied in the related Prospectus Supplement) of the aggregate amount of the Principal Receivables in such Trust at such time;provided, however, that if any Series has been paid in full, the Principal Receivables in such Removed Accounts may equal orapproximately equal the Investor Interest as of the last day of the Revolving Period or Full Investor Interest, as applicable, of suchSeries; (viii) such other conditions as are specified in the related Prospectus Supplement; and (ix) the Transferor shall havedelivered to the related Trustee an officer's certificate confirming the items set forth in clauses (i) through (viii) above. Notwithstanding the above, the Transferor will be permitted to designate as a Removed Account without the consent of the relatedTrustee, Certificateholders or Rating Agencies any Account that has a zero balance and which the Transferor will remove from itscomputer f ile.

Removal of Accounts

Subject to the conditions set forth in the next succeeding sentence, the Transferor may, but shall not be obligated to,designate from time to time (which may be restricted to certain periods if so specified in the related Prospectus Supplement) certainAccounts to be Removed Accounts, all Receivables in which shall be subject to deletion and removal from the related Trust. Thisfeature is intended to permit the Transferor to obtain unencumbered ownership of Receivables not needed to support any Series ofCertificates. Certif icateholders will not incur any cost, direct or indirect, as a result of the exercise of this feature. The Transferorwill be permitted to designate and require reassignment to it of the Receivables from Removed Accounts only upon satisfaction ofthe following conditions: (i) the removal of any Receivables of any Removed Accounts shall not, in the reasonable belief of theTransferor, cause a Pay Out Event to occur; (ii) the Transferor shall have delivered to the related Trustee for execution a writtenassignment and a computer file or microfiche list containing a true and complete list of all Removed Accounts identif ied by accountnumber and the aggregate amount of the Receivables in such Removed Accounts; (iii) none of (a) the Receivables are more than []% delinquent by [estimated] principal amount and weighted average delinquency of such Receivables does not exceed [ ] days, (b)he Receivables are more than [ ]% delinquent by estimated principal balance and the weighted average delinquency of suchReceivables does not exceed [ ] days or (c) the Receivables are more than the specif ied percentage delinquent by estimatedprincipal amount and the weighted average delinquency of such Receivables does not exceed the number of days specif ied in therelated Prospectus Supplement; (iv) the Transferor shall represent and warrant that no selection procedures believed by theTransferor to be materially adverse to the interests of the holders of any Series of Certif icates outstanding under such Trust wereutilized in selecting the Removed Accounts to be removed from such Trust; (v) each Rating Agency then rating each Series ofCertificates outstanding under such Trust shall have received notice of such proposed removal of Accounts and the Transferor shallhave received notice from each such Rating Agency that such proposed removal will not result in a downgrade of its then-currentrating for any such Series; (vi) the aggregate amount of Principal Receivables of the Accounts then existing less the aggregateamount of Principles Receivables of the Removed Accounts shall not be less than the amount, if any, specified for any periodspecif ied; (vii) the Principal Receivables of the Removed Accounts shall not equal or exceed [ ]% (or such other percentagespecif ied in the related Prospectus Supplement) of the aggregate amount of the Principal Receivables in such Trust at such time;provided, however, that if any Series has been paid in full, the Principal Receivables in such Removed Accounts may equal orapproximately equal the Investor Interest as of the last day of the Revolving Period or Full Investor Interest, as applicable, of suchSeries; (viii) such other conditions as are specified in the related Prospectus Supplement; and (ix) the Transferor shall havedelivered to the related Trustee an officer's certificate confirming the items set forth in clauses (i) through (viii) above. Notwithstanding the above, the Transferor will be permitted to designate as a Removed Account without the consent of the relatedTrustee, Certificateholders or Rating Agencies any Account that has a zero balance and which the Transferor will remove from itscomputer f ile.

Post Filing / Data Usage

•Holds Document of Record•Filing search/retrieval

•By Company•By Form Type

•Full Text Search

Produces entire form with limited search capabilities

Performs:

SEC

SEC.govDissemination

Subsystem

Info-Mediaries

Users:

Perform:

•Financial Websites•Law Firms•Analysts•Exchanges & FINRA•Market Professionals•Government Subscribers

Users:•Individual Investors•Press•Students•Professionals•Registrants

•Complex Searches•Financial Data

•Databases•Extracts•XBRL-marked

•Watch Service/Alerts

Investor’s Access to Information Today…

How does XYZ company’s EPS compare

to others in the same industry for Q3?

Find Company in EDGAR

What form type do I use?

What form types are there?

61 Page Document

I think I need a 10-Q

EDGAR Results

Got It!

Where’s the EPS information?

I have to repeat this process for other companies in the industry?

If we want to give investors easy access to the data they want, we have to change the way we collect and provide it.

A company file promises easy access to high quality data

Company FileSEC

Contains

Company Information, e.g.:

• Name, Address

• Industry, SIC, State

• Fiscal Year End

Periodic & Current Information, e.g.:

• Annual reports

• Material events

• Proxy statements

Transaction Information, e.g.:

• Merger

• Sale of securities

A Company File promises to deliver easy access to high quality data

Company FileSEC

Contains

Company Information, e.g.:

• Name, Address

• Industry, SIC, State

• Fiscal Year End

Filing Information, e.g.:

• Change in beneficial ownership

• Proxy statement

• Annual report

Transaction Information, e.g.:

• Acquisition

• Sale of securities

Structured

Accessible

The Company File user interface can meet the needs of all investors.

Company FileSEC

SubscriberData Stream

• Constant, immediate flow of information

• Data will be processed, aggregated, & modeled

• “More data is better, as granular as possible”

• Looking for basic information about companies and industries

• Ease-of-use is paramount

• Data ready to plug into off-the-shelf softwareRetail Investor

• Looking for specific information

• Complex queries, mash-ups

• Requires accurate data ready for analysisSophisticated User

Company/Registrants

Company FileSEC

Reinventing the SEC’s system for collecting and storing disclosure will give investors easy access to high quality data

SubscriberData Stream

Sophisticated User

Retail Investor

Main Page

Slide 24

What is XBRL? Semantic platform for standardizing business information concepts

XBRL (Extensible Business Reporting Language) is an open standard which supports information modeling and the expression of semantic meaning commonly required in business reporting.

“Disclosure isn’t disclosure if it doesn’t communicate.”

Arthur Levitt, Chairman

U.S. Securities and Exchange Commission

1993-2001

The defendant says, and the SEC agrees, that the information was disclosed in public documents, yet the SEC maintains that this disclosure did not meet the legal requirements for disclosure. “The SEC says those documents were too obscure and difficult to understand to qualify as adequate disclosure.”

The Wall Street Journal, September 3, 2010