CONDITIONS OF THE PROPOSED PURCHASE, WITH THE CO-ISSUERS AND THE SERVICER AND
THEIR RESPECTIVE REPRESENTATIVES;
(B)
IT IS AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF
RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT AND A
"QUALIFIED PURCHASER" WITHIN THE MEANING OF SECTION 2(A)(51) OF THE INVESTMENT
COMPANY ACT AND HAS SUFFICIENT KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND
BUSINESS MATTERS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF INVESTING
IN, AND IS ABLE AND PREPARED TO BEAR THE ECONOMIC RISK OF INVESTING IN, THE
SERIES 2007-1 CLASS A-1 NOTES;
(C)
IT IS PURCHASING THE SERIES 2007-1 CLASS A-1 NOTES FOR ITS OWN
ACCOUNT, OR FOR THE ACCOUNT OF ONE OR MORE "ACCREDITED INVESTORS" WITHIN THE
MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
39
ACT AND "QUALIFIED PURCHASERS" WITHIN THE MEANING OF SECTION 2(A)(51) OF THE
INVESTMENT COMPANY ACT THAT MEET THE CRITERIA DESCRIBED IN SUBSECTION (B) AND
FOR WHICH IT IS ACTING WITH COMPLETE INVESTMENT DISCRETION, FOR INVESTMENT
PURPOSES ONLY AND NOT WITH A VIEW TO DISTRIBUTION, SUBJECT, NEVERTHELESS, TO THE
UNDERSTANDING THAT THE DISPOSITION OF ITS PROPERTY SHALL AT ALL TIMES BE AND
REMAIN WITHIN ITS CONTROL, AND NEITHER IT NOR ITS AFFILIATES HAS ENGAGED IN ANY
GENERAL SOLICITATION OR GENERAL ADVERTISING WITHIN THE MEANING OF THE SECURITIES
ACT WITH RESPECT TO THE SERIES 2007-1 CLASS A-1 NOTES;
(D)
IT UNDERSTANDS THAT (I) THE SERIES 2007-1 CLASS A-1 NOTES HAVE NOT
BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OR ANY
APPLICABLE STATE SECURITIES LAWS OR THE SECURITIES LAWS OF ANY OTHER
JURISDICTION AND ARE BEING OFFERED ONLY IN A TRANSACTION NOT INVOLVING ANY
PUBLIC OFFERING WITHIN THE MEANING OF THE SECURITIES ACT AND MAY NOT BE RESOLD
OR OTHERWISE TRANSFERRED UNLESS SO REGISTERED OR QUALIFIED OR UNLESS AN
EXEMPTION FROM REGISTRATION OR QUALIFICATION IS AVAILABLE, (II) THE CO-ISSUERS
ARE NOT REQUIRED TO REGISTER THE SERIES 2007-1 CLASS A-1 NOTES, (III) ANY
TRANSFEREE MUST BE A "QUALIFIED PURCHASER" WITHIN THE MEANING OF
SECTION 2(A)(51) OF THE INVESTMENT COMPANY ACT AND (IV) ANY TRANSFER MUST COMPLY
WITH THE PROVISIONS OF SECTION 2.5 OF THE BASE INDENTURE AND SECTION 9.03 OR
9.17, AS APPLICABLE, OF THIS AGREEMENT;
(E)
IT WILL COMPLY WITH THE REQUIREMENTS OF PARAGRAPH (D) ABOVE IN
CONNECTION WITH ANY TRANSFER BY IT OF THE SERIES 2007-1 CLASS A-1 NOTES;
(F)
IT UNDERSTANDS THAT THE SERIES 2007-1 CLASS A-1 NOTES WILL BEAR
THE LEGEND SET OUT IN THE FORM OF SERIES 2007-1 CLASS A-1 NOTES ATTACHED TO THE
SERIES 2007-1 SUPPLEMENT AND BE SUBJECT TO THE RESTRICTIONS ON TRANSFER
DESCRIBED IN SUCH LEGEND; AND
(G)
IT WILL OBTAIN FOR THE BENEFIT OF THE CO-ISSUERS FROM ANY
PURCHASER OF THE SERIES 2007-1 CLASS A-1 NOTES SUBSTANTIALLY THE SAME
REPRESENTATIONS AND WARRANTIES CONTAINED IN THE FOREGOING PARAGRAPHS.
ARTICLE VII
CONDITIONS
SECTION 7.01
Conditions to Purchase and Effectiveness.
Each Lender Party will
have no obligation to purchase the Series 2007-1 Class A-1 Notes hereunder