0605018 Informal Interpretation

From: (redacted)

Sent: Tuesday, May 16, 20063:23 PM

To: Verne, B.Michael

Subject:4(c) and ordinary course

Hi Mike. I want to confirm your view on a seller'sordinary course documents becoming 4(c) for the purchaser, as I've hearddiffering opinions on this point. I believe this is your view, based oninformal opinions 0602013 and 0603012.

1. A seller's ordinary course document with 4(c) contentthat was placed in a due diligence room and viewed, copied and retained by thepurchaser would be 4(c) for the purchaser (but not the seller).

2. Similarly, seller's ordinary course materials with4(c) content that were otherwise provided to the purchaser (mailed or given inperson) would be 4(c) for the purchaser (but not the seller).

I would appreciate it if you would let me know if youagree with the two statements above.