Securities Act of 1933 - Section 5
Securities Exchange Act of 1934 - Section 12

July 15, 2011

Response of the Office of Capital Market Trends
Division of Corporation Finance

Re: Cleary Gottlieb Steen & Hamilton LLP
Incoming letter dated July 15, 2011

Based on the facts presented, the Division will not recommend enforcement action to the Commission if ECPs (as defined in your letter) engage in offers or sales of those security-based swaps (as defined in Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act) that are based on or reference only loans or indexes only of loans ("Loan SBS") without compliance with the provisions of the Securities Act of 1933 ("Securities Act")(other than Section 17(a) thereof), Sections 12(a) and (g) of the Securities Exchange Act of 1934 ("Exchange Act"), or the Trust Indenture Act of 1939 ("Trust Indenture Act"), subject to the following: the Loan SBS are within the definition of "swap agreement" under Section 206A of the Gramm-Leach-Bliley Act as in effect prior to July 16, 2011, but not the definition of "security-based swap agreement" (as defined in Section 2A of the Securities Act as in effect prior to July 16, 2011) and the ECPs satisfy the conditions in Securities Act Rule 240, Exchange Act Rules 12a-11 and 12h-1(i), and Trust Indenture Act Rule 4d-12 as if such Loan SBS were a security-based swap agreement under such Rules. In addition, the Division will not recommend enforcement action to the Commission with respect to Exchange Act Sections 12(a) and (g) if ECPs do not register under Section 12(g) of the Exchange Act a class of Loan SBS offered or sold without registration under the Securities Act in reliance on the provisions of this letter.

This position will remain in effect for so long as Securities Act Rule 240, Exchange Act Rules 12a-11 and 12h-1(i), and Trust Indenture Act Rule 4d-12, as adopted by the Commission on July 1, 2011, remain in effect, or until such time as the Division modifies or withdraws the position taken in this letter.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. This response expresses the Division's position on enforcement action only and does not express a legal position on the question presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2011/clearygottliebsteenhamilton-071511-sec5.htm