(1) An issuer that is qualified under section 2.6 of NI 44-101 to file a prospectus in the form of a short form prospectus may file a preliminary base shelf prospectus for asset-backed securities if, at the time of filing, the issuer has reasonable grounds for believing that
(a) all asset-backed securities that it may distribute under the base shelf prospectus will receive a designated rating; and
(b) no asset-backed securities that it may distribute under the base shelf prospectus will receive a rating lower than a designated rating from a designated rating organization or its DRO affiliate.
(2) An issuer that has filed a preliminary base shelf prospectus in reliance on the qualification criteria in section 2.6 of NI 44-101 may file the corresponding base shelf prospectus if, at the time of the filing of the base shelf prospectus, the issuer has reasonable grounds for believing that
(a) all asset-backed securities that it may distribute under the base shelf prospectus will receive a designated rating; and
(b) no asset-backed securities that it may distribute under the base shelf prospectus will receive a rating lower than an approved rating from any designated rating organization or its DRO affiliate.
(3) A receipt issued for a base shelf prospectus qualified under subsection (2) is effective for a distribution of asset-backed securities until the earliest of
(a) the date 25 months from the date of its issue;
(b) the time immediately before the entering into of an agreement of purchase and sale for an asset-backed security to be sold under the base shelf prospectus, if at that time
(i) the issuer does not have current annual financial statements and does not satisfy the requirements of the exemption in either of subsection 2.7(1) or (2) of NI 44-101,
(ii) the issuer does not have a current AIF and does not satisfy the requirements of the exemption in either of subsection 2.7(1) or (2) of NI 44-101, or
(iii) the asset-backed securities to which the agreement relates
(A) have not received a final designated rating,
(B) have been the subject of an announcement by a designated rating organization or its DRO affiliate, of which the issuer is or ought reasonably to be aware, that the designated rating given by the organization or its DRO affiliate may be down-graded to a rating category that would not be a designated rating, or
(C) have received a provisional or final rating lower than a designated rating from any designated rating organization or its DRO affiliate; and
(c) in Ontario, the lapse date prescribed by securities legislation.