Regulation AB
Item 1101

September 19, 2007

Response of the Office of Chief Counsel
Division of Corporation Finance

Capitalized terms used in this response have the same meaning as defined in your letter. Based on the facts presented, it is the Division's view that MP Funding and PE Funding are not asset-backed issuers and the Bonds are not asset-backed securities within the meaning of Item 1101 of Regulation AB. Notwithstanding that conclusion, the Division will not recommend enforcement action to the Commission if the Issuers file periodic reports related to the Bonds in compliance with the disclosure and reporting regime established in Regulation AB.

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. Moreover, with the exception of the position concerning the status of the Issuers and Bonds under Item 1101 of Regulation AB, this response merely expresses the Division's position on enforcement action, and does not purport to express any legal conclusions on the questions presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2007/mpef091907-1101.htm