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I concur with this letter. RS reviewed a prior draft. This letter is a final thataddresses most of RSs concerns - exceptions and clarifications are noted. 3/31/98PS

This can be exempt under 802.1, acquisitions in the ordinary course of business, as long as it is not all of the assets of a subsidiary, division or a region. Called3/30/98. I concur with this letter...

Called (redacted) 3/30/98 - I concur with this letter

3/26/98 Advised writer that Rule 802.1(c) is applicable to the purchase of used airplanes and the transaction is exempt under that rule. However, we do not think that the technical requirements of 802...

we now say it is a v/s if the management board members are coming from outside the membership interest holders. If coming from inside then it is more like a partnership -[note 1-I concurred as of 3/26...

3/18/1998, called writer to inform him that size of person test (by JV) was [not] met because the sub-leasing is not a guaranty and, thus, would not be included as a contribution in the formation of...

3/18/98 Writer confirmed that on chart included on Section 4 Page 2, the husband and wife noted held all of the outstanding voting stock of the nine corporations listed. The balance of the authorized...

3/18/98 Advised writer that sale of subject assets did not appear to constitute the disposition of an “operating unit”. Since seller was remaining in the mortgage servicing business, the transaction...

Agree 3/16/98