0612017 Informal Interpretation

From:(redacted)

Sent:Wednesday, December 27, 2006 5:21 PM

To:Verne, B. Michael

Cc:(redacted)

Subject:HSR question

Mike- We have a transaction structured as follows. We believe this transaction,looked at as a whole, should not be reportable as ordinary course for a REIT.This structure is a normal REIT transaction. We just wanted to confirm ourunderstanding. As always, we appreciate your help.

Anewly formed company, Company B (or a subsidiary thereof, will acquire severalcompanies through the acquisition of voting securities and partnerships fromCompany A. Simultaneously, Company C, a REIT, will (through a subsidiary)acquire in an asset acquisition everything Company B just acquired and willlease it back to Company B (or a subsidiary thereof which may not be the sameas the subsidiary of B that made the acquisition). Although the acquisition byCompany B if looked at in isolation would be reportable, we believe thesimultaneous transfer to Company C demonstrates that this is merely theacquisition of assets by a REIT and the lease of those assets to Company B.Please let us know if you agree with this analysis.