Securities Exchange Act of 1934
Sancus Capital Management LP
Bank of America Corporate Center
100 North Tryon Street
Charlotte, NC 28202-4025
Attention: John M. Timperio
Dear Mr. Timperio:
Based on the facts and representations in your letter regarding the proposed “applicable margin reset” within respect to notes issued pursuant to a collateralized loan obligation, the Division’s views are as follows. Capitalized terms have the same meanings as defined in your letter.
The Division concurs that the application of the AMR procedures as described in your letter would not constitute an “offer and sale of asset-backed securities by an issuing entity” within the meaning of Regulation RR (17 CFR Part 246).
This position is based on the facts and representations made to the Division in your letter. Any different facts, representations or conditions might require the Division to reach a different conclusion.
/s/ Katherine Hsu
 In reaching this position, the staff has consulted with the staffs of the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation.
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