144A AND, IN EACH CASE IN
TRANSACTIONS IN ACCORDANCE WITH RULE 144A AND (II) QUALIFIED PURCHASERS
("QUALIFIED PURCHASERS") WITHIN THE MEANING OF SECTION 2(A)(51) OF THE 1940 ACT
OR (B) SOLELY WITH RESPECT TO THE SERIES 2007-1 CLASS A NOTES, (I) NEITHER "U.S.
PERSONS"(AS SUCH TERM IS DEFINED IN REGULATION S) NOR U.S. RESIDENTS (WITHIN THE
MEANING OF THE 1940 ACT) WHO ACQUIRE THE GUARANTEED SECURITIES OUTSIDE THE U.S.
IN A TRANSACTION MEETING THE REQUIREMENTS OF REGULATION S OR (II) QUALIFIED
PURCHASERS.
THOSE PERSONS SPECIFIED IN CLAUSES (A) AND (B) ABOVE ARE REFERRED
TO HEREIN AS THE ("ELIGIBLE PURCHASERS").
IN ADDITION TO THE FOREGOING, THE
INITIAL PURCHASER ACKNOWLEDGES AND AGREES THAT THE CO-ISSUERS AND THE GUARANTORS
AND, FOR PURPOSES OF THE OPINIONS TO BE DELIVERED TO THE INITIAL PURCHASER
PURSUANT TO SECTION 5, COUNSEL FOR THE CO-ISSUERS AND THE GUARANTORS AND FOR THE
INITIAL PURCHASER, RESPECTIVELY, MAY RELY UPON THE ACCURACY OF THE
REPRESENTATIONS AND WARRANTIES OF THE INITIAL PURCHASER AND ITS COMPLIANCE WITH
ITS AGREEMENTS CONTAINED IN THIS SECTION 2 (EXCEPT CLAUSE (I) OF THIS SUBSECTION
(B)), AND THE INITIAL PURCHASER HEREBY CONSENTS TO SUCH RELIANCE.
(C)
THE CO-ISSUERS AND THE GUARANTORS ACKNOWLEDGE AND AGREE THAT THE
INITIAL PURCHASER MAY SELL GUARANTEED SECURITIES TO ANY AFFILIATE OF THE INITIAL
PURCHASER AND THAT ANY SUCH AFFILIATE MAY SELL GUARANTEED SECURITIES PURCHASED
BY IT TO THE INITIAL PURCHASER.
THE CO-ISSUERS AND THE GUARANTORS ACKNOWLEDGE
AND AGREE THAT THE INITIAL PURCHASER MAY, FROM TIME TO TIME, MAKE ONE OR MORE
EXEMPT RESALES FOLLOWING THE CLOSING DATE, WITH RESPECT TO WHICH THE INITIAL
PURCHASER MAY DELIVER A COPY OF THE OFFERING MEMORANDUM.
(D)
THE INITIAL PURCHASER ALSO REPRESENTS AND AGREES THAT (I) IT HAS
COMPLIED AND WILL COMPLY WITH ALL APPLICABLE PROVISIONS OF THE FSMA WITH RESPECT
TO ANYTHING DONE BY IT IN RELATION TO THE SECURITIES IN, FROM OR OTHERWISE
INVOLVING THE UNITED KINGDOM, AND (II) IT HAS ONLY COMMUNICATED OR CAUSED TO BE
COMMUNICATED AND IT WILL
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ONLY COMMUNICATE OR CAUSE TO BE COMMUNICATED ANY INVITATION OR INDUCEMENT TO
ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF THE FSMA)
RECEIVED BY IT IN CONNECTION WITH THE ISSUE OR SALE OF ANY SECURITIES, IN
CIRCUMSTANCES IN WHICH SECTION 21(1) OF THE FSMA DOES NOT APPLY TO THE
CO-ISSUERS.
(E)
THE INITIAL PURCHASER ALSO REPRESENTS AND AGREES THAT, IN RELATION
TO EACH MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS IMPLEMENTED THE
PROSPECTUS DIRECTIVE (EACH, A "RELEVANT MEMBER STATE"), WITH EFFECT FROM AND
INCLUDING THE DATE ON WHICH THE PROSPECTUS DIRECTIVE IS IMPLEMENTED IN THAT
RELEVANT MEMBER STATE (THE "RELEVANT IMPLEMENTATION DATE"), IT HAS NOT MADE AND
WILL NOT MAKE AN OFFER OF THE GUARANTEED SECURITIES TO THE PUBLIC IN THAT
RELEVANT MEMBER STATE PRIOR TO THE PUBLICATION OF A PROSPECTUS IN RELATION TO
THE GUARANTEED SECURITIES WHICH HAS BEEN APPROVED BY THE COMPETENT AUTHORITY IN
THAT RELEVANT MEMBER STATE OR, WHERE APPROPRIATE, APPROVED IN ANOTHER RELEVANT
MEMBER STATE AND NOTIFIED TO THE COMPETENT AUTHORITY IN THAT