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Typically, the corporation (i.e., the seller of the collateral) retains some interest in the collateral. Because the corporate entity retains


an interest, the NRSROs want to be assured that a bankruptcy of that corporate entity will not allow the issuers creditors access to the collateral. Specifi- cally, there is a concern that a bankruptcy court could redirect the collat- erals cash flows or the collateral itself from the ABC paper investors to the creditors of the corporate entity if it became bankrupt. To allay these concerns, a bankruptcy-remote special purpose corpo- ration (SPC) is formed. The issuer of the ABC paper is then the SPC. Legal opinion is needed stating that in the event of the bankruptcy of the seller of the collateral, counsel does not believe that a bankruptcy court will consolidate the collateral sold with the sellers assets. The SPC is set up as a wholly-owned subsidiary of the seller of the collateral. Despite this fact, it is established in such a way that it is treated as a third-party entity relative to the seller of the collateral. The collateral is sold to the SPC which it turn resells the collateral to a conduit (i.e., trust). The conduit holds the collateral on the investors behalf. It is the SPC that holds the interest retained by the seller of the collateral. The other key party in this process is the conduits administrative agent. The administrative agent is usually a large commercial bank that oversees all the operations of the conduit. The SPC usually grants the administrative agent power of attorney to take all actions on their behalf with regard to the ABC paper issuance. The administrative agent receives fees for the performance of these duties.   Basic Types of ABC Paper Conduits ABC paper conduits are categorized on two critical dimensions. One dimension involves their level of program-wide credit support either fully or partially supported. The other dimension is as either a single-seller or a multi-seller program. In this section, we will discuss each type.   Fully versus Partially Supported In a fully supported program, all of the credit and liquidity risk of an ABC paper conduit is assumed by a third-party guarantor usually in the form of a letter of credit from a highly rated commercial bank. The ABC     paper investors risk depends on the financial strength of the third-party guarantor rather than the performance of the underlying assets in the conduit. Thus, investors can expect to receive payment for maturing com- mercial paper regardless of the level of defaults the conduit experiences. Accordingly, in determining a credit rating, the NRSROs will focus exclu- sively on the financial strength of the third-party guarantor. Partially supported programs exposes the ABC paper investors directly to credit and liquidity risk to the extent that losses in the conduit exceed program-wide and pool-specific credit enhancements. The conduit has two