Securities Act of 1933
Section 3(a)(2)

July 12, 2010

Response of the Office of Chief Counsel
Division of Corporation Finance

Federal Deposit Insurance Corporation
550 17th St., N.W.
Washington, DC 20429-9990
Attention: Michael Bradfield, General Counsel

Dear Mr. Bradfield:

Based on the facts and representations in your letter regarding the terms of the FDIC Pilot Securitization Program and the Senior Certificates to be issued by a mortgage trust established and guaranteed by the FDIC pursuant to such program, the Division’s views are as follows. Capitalized terms have the same meanings as defined in your letter.

In connection with the formation of the mortgage trust and issuance of the Senior Certificates, the FDIC will enter into a Guaranty Agreement. The FDIC, as Guarantor, will issue a full faith and credit guarantee to holders of the Senior Certificates of timely payment of interest and of principal at maturity or earlier, as required in the Operative Trust Agreements. The FDIC’s full and unconditional guarantee with respect to the Senior Certificates will expire upon the earlier of (1) the maturity of such Senior Certificates or (2) the termination of the Trust and retirement of the Senior Certificates. The principal amount of the Guaranty will be the initial certificate balance of the Senior Certificates at issuance, and the Guaranty will be, by its terms, available for the payment of that amount plus any accrued interest. The Guaranty will cover the amount of any and all amounts due and payable under the Senior Certificates, whether at maturity or otherwise.

The Division concurs that the Senior Certificates that are fully and unconditionally guaranteed by the FDIC under the terms of the Guaranty Agreement as described in your letter will be considered guaranteed by an instrumentality of the United States for purposes of Section 3(a)(2) of the Securities Act of 1933.

This position is based on the facts and representations in your letter. Any different facts, representations or conditions might require the Division to reach a different conclusion.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2010/fdic071210-3a2.htm