Mail Stop 3561
January 18, 2006
Michael G. Holmquist, Esq.
Bank of America Corporation
100 North Tryon Street
Charlotte, North Carolina 28255
Re: BAS Securitization LLC
Registration Statement on Form S-3
Filed December 22, 2005
File No. 333-130613
Dear Mr. Holmquist,
We have limited our review of your filing for compliance
with
Regulation AB. Please note that our limited review covers only
those
issues addressed in the comments below. Please also note that our
comments to either the base prospectus and/or the supplements
should
be applied universally, if applicable.
Where indicated, we think you should revise your document in
response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing. We look forward to working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review. Feel
free
to call us at the telephone numbers listed at the end of this
letter.
General
1. Please confirm that the depositor or any issuing entity
previously
established, directly or indirectly, by the depositor or any
affiliate of the depositor has been current and timely with
Exchange
Act reporting during the last twelve months with respect to asset-
backed securities involving the same asset class. Please refer to
General Instruction I.A.4. of Form S-3. Also, please provide us
with
the CIK codes for any affiliate of the depositor that has offered
a
class of asset-backed securities involving the same asset class as
this offering.
2. Please confirm that all of the material terms that will be
included in the finalized agreements will be disclosed in the
final
prospectus filed pursuant to Securities Act Rule 424(b) or will be
filed prior to or simultaneously with the final prospectus.
3. When it becomes available, please provide us with a copy of the
updated form of pooling and servicing agreement, marked to show
changes from the prior pooling and servicing agreement, including
any
changes you made to comply with Regulation AB.
Prospectus Supplement - Form 1
Cover Page
4. Your statement that "only the notes" are offered by this
prospectus is unclear, because it is not apparent until page S-4
(or
the table on page S-3) that this series includes a non-public
offering of certificates. Please revise to clarify.
Description of the Transfer and Servicing Agreements, page S-29
5. Please revise to provide a distinct description for the
material
terms of each of the agreements you reference in the introductory
paragraph. Currently it is difficult to understand which
subsections
go to which agreement. Also clarify for us whether there is a
"Pooling and Servicing Agreement" associated with this offering,
or
if this offering uses only the "Sale and Servicing Agreement" and
the
"Trust Agreement."
Prospectus Supplement - Form 2
Description of the Pooling and Servicing Agreement, page S-21
6. Please specifically identify which of the agreements discussed
in
the "Transfer and Servicing Agreements" section of the base
prospectus apply to this offering.
Base Prospectus
The Transaction Documents, page 39
7. Please reorganize this section so that each agreement is
discussed
separately. If that is not feasible, please advise and provide
some
clarification so that the reader understands which agreements
serve
what purpose and contain which provisions. Currently this is not
clear. Also clarify which agreements will be present in all
issued
series of securities, and which agreements will not. Consider a
reference to the exhibit index or the specific exhibit numbers
associated with these agreements.
8. Furthermore, you make reference to the "Transfer and Servicing
Agreement" in the last full paragraph on page 39; however, there
is
no agreement by that name in the exhibit index. Please clarify.
Item 17. Undertakings
9. Please revise to conform to the new proviso to Item 512(a)(1)
of
Regulation S-K, which begins with "Provided, however,..." and
includes three paragraphs, (A), (B) and (C).
Signatures, page II-6
10. Please indicate who is signing in the capacity of the
principal
executive officer, and the principal accounting officer or
controller. Refer to Section III.A.3.d of the Asset Backed
Securities Final Rule Release No. 33-8518, and Instruction 1 to
Signatures in Form S-3.
Closing
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
and Exchange Act of 1934 as they relate to the proposed public
offering of the securities specified in the above registration
statement. We will act on the request and, pursuant to delegated
authority, grant acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
Please contact Messeret Nega at (202) 551-3316 or me at
(202)
551-3814 with any other questions.
Sincerely,
Sara W. Dunton
Senior Attorney
cc: Via Facsimile
Michael G. Holmquist, Esq.
Bank of America Corporation
(704) 386-9857
Michael G. Holmquist, Esq.
BAS Securitization LLC
January 18, 2006
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