The Securities will be offered and sold to the Initial Purchaser without being registered under the Securities Act of 1933, as amended (the “ Act ”), in reliance on exemptions therefrom.

In connection with the sale of the Securities, the Issuer has prepared a preliminary offering memorandum dated April 12, 2006, including information incorporated therein by reference (the “ Preliminary Memorandum ”) and has prepared a Pricing Supplement (the “ Pricing Supplement ”) dated April 12, 2006, which is attached hereto as Annex I. The Issuer will also prepare a final offering memorandum dated April 12, 2006, including information incorporated therein by reference (the “ Final Memorandum ”) setting forth or including a description of the terms of the Securities, the terms of the offering of the Securities, a description of the Issuer and any material developments relating to the Issuer occurring after the date of the most recent historical financial statements included therein. As used herein, “ Offering Memorandum ” shall mean, with respect to any date or time referred to in this Agreement, the Preliminary Memorandum, as supplemented by the Pricing Supplement, in the most recent form that has been prepared and delivered by the Issuer to the Initial Purchaser in connection with its solicitation of offers to purchase Securities prior to the time this Agreement is executed by the parties hereto (the “ Time of Execution ”).

The Initial Purchaser and its direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated as of the Closing Date (as defined) (the “ Registration Rights Agreement ”), pursuant to which the Issuer, the Guarantors and the Subordinated Guarantor will agree, among other things, to file with the Securities and Exchange Commission (the “ Commission ”), under the circumstances set forth therein, (i) a registration statement under the Act (the “ Exchange Offer Registration Statement ”), relating to the 8 1/2% Senior Notes due 2015 of the Issuer (the “ Exchange Notes ”) to be offered in exchange (the “ Exchange Offer ”) for the Notes, and (ii) as and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the “ Shelf Registration Statement ” and, together with the Exchange Offer Registration Statement, the “ Registration Statements ”), relating to the resale by certain holders of the Notes, and to cause such Registration Statements to be declared effective in accordance with the Registration Rights Agreement. Concurrently with the execution of this Agreement, the parties hereto will enter into a purchase agreement with respect to $80,000,000 aggregate principal amount of Notes to be issued under the Indenture (the “ First Purchase Agreement ” and collectively, with this Purchase Agreement, the “ Purchase Agreements ”). This Purchase Agreement (this “ Agreement ”), the First Purchase Agreement, the Notes, the Guarantees, the Subordinated Guarantee, the Exchange Notes, the Indenture and the Registration Rights Agreement are hereinafter referred to collectively as the “ Operative Documents .”

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2.              Representations and Warranties . The Issuer, the Guarantors and the Subordinated Guarantor, jointly and severally, represent and warrant to and agree with the Initial Purchaser that:

(a)            As of the Time of Execution, the Offering Memorandum does not, and at all times subsequent thereto up to the Closing Date (as defined in Section 3 below) will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this Section 2(a) do not apply to statements or omissions made in reliance upon and in conformity with information relating to the Initial Purchaser furnished to the Issuer in writing by the Initial Purchaser expressly for use in the Offering Memorandum.

(b)            As of the Closing Date, Williams Scotsman International will have the issued and outstanding capitalization set forth in the Offering Memorandum; all of the outstanding capital stock or membership interests of the Issuer and each of the subsidiaries of the Issuer (each, a “ Subsidiary ” and, collectively, the “ Subsidiaries ”), other than Williams Scotsman Mexico S. de R.L. de C.V. (“ Williams Scotsman Mexico I ”), WS Servicios de Mexico, S. de R.L. de C.V. (“ Williams Scotsman Mexico II ”), American Homes International, S.A. de C.V. (“ American Homes ”) and Williams Scotsman Europe, S.L. (“ Williams Scotsman Europe ”), have been, and as of the Closing Date will be, duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive or similar rights; and except as set forth in the Offering Memorandum, all of the outstanding shares of capital stock of or membership interests in the Issuer and the Subsidiaries (other than Williams Scotsman Mexico I, Williams Scotsman Mexico II, American Homes and Williams Scotsman Europe) will be free and clear of all liens, encumbrances, equities and claims or restrictions on transferability (other than those imposed by the Act and the securities or “Blue Sky” laws of certain jurisdictions and other than those created under the Credit Agreement and the Existing Notes and related security agreements) or voting; except as disclosed in the Offering Memorandum, there are no (i) options, warrants or other rights to purchase, (ii) agreements or other obligations of the Issuer or the Subsidiaries to issue or (iii) other rights to convert any obligation into, or exchange any securities for, shares of capital stock of or membership interests in the Issuer or any of the Subsidiaries outstanding. Except as disclosed in the Offering Memorandum, none of the Issuer or the Subsidiaries owns, directly or indirectly, any shares of capital stock or any other equity or long-term debt securities or have any equity interest in any firm, partnership, joint venture or other entity.

(c)            Each of the Issuer and the Subsidiaries (other than Williams Scotsman Mexico I, Williams Scotsman Mexico II, American Homes and Williams Scotsman

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Europe) is duly incorporated (or in the case of the Subordinated Guarantor, organized), validly existing and in good standing as a corporation or limited liability company under the laws of its respective jurisdiction of incorporation and has all requisite corporate power and authority to own its properties and conduct its business as now conducted and as described in the Offering Memorandum; each of the Issuer, and the Subsidiaries (other than Williams Scotsman Mexico I, Williams Scotsman Mexico II, American Homes and Williams Scotsman Europe) is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on the general affairs, business, condition (financial or otherwise) or results of operations of the Issuer and the Subsidiaries taken as a whole (any such event, a “ Material Adverse Effect ”).

(d)            Each of the Issuer, the Guarantors and the Subordinated Guarantor has all requisite corporate or similar power and authority to execute, deliver and perform its respective obligations under this Agreement and the other Operative Documents to which it is a party and to consummate the transactions contemplated hereby and thereby, including, without limitation, the power and authority to issue, sell and deliver the Securities and the Exchange Notes (as defined in the Registration Rights Agreement) as contemplated by this Agreement.

(e)            This Agreement has been duly and validly authorized, executed and delivered by the Issuer, each of the Guarantors and the Subordinated Guarantor.

(f)             Each of the Issuer, the Guarantors and the Subordinated Guarantor has all requisite corporate or similar power and authority to execute, deliver and perform its obligations under the Indenture. The Indenture has been duly and validly authorized by the Issuer, the Guarantors and the Subordinated Guarantor and constitutes the legally valid and binding agreement of each of the Issuer, the Guarantors and the Subordinated Guarantor, enforceable against each of them in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws now or hereinafter in effect relating to or affecting creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

(g)            The Notes have been duly and validly authorized for issuance and sale to the Initial Purchaser by the Issuer pursuant to this Agreement and, when issued and authenticated in accordance with the terms of the Indenture and delivered against payment therefor in accordance with the terms hereof, the Notes will be the legally valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms and entitled to the benefits of the Indenture, except as

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such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws now or hereinafter in effect relating to or affecting creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

(h)            The Exchange Notes have been duly and validly authorized for issuance by the Issuer and, when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, will be the legally valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms and entitled to the benefits of the Indenture, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws now or hereinafter in effect relating to or affecting creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

(i)             The Guarantees and the Subordinated Guarantee have each been duly and validly authorized for issuance and sale to the Initial Purchaser by the Guarantors and the Subordinated Guarantor, as the case may be. The guarantees of the Guarantors and the subordinated guarantee of the Subordinated Guarantor each to be endorsed on the Exchange Notes (the “ Exchange Guarantees ”) have been duly and validly authorized by the Guarantors and the Subordinated Guarantor, as the case may be. When the Notes are duly and validly authorized, executed, issued and authenticated in accordance with the terms of the Indenture and delivered against payment therefor in accordance with the terms hereof, the Guarantees and the Subordinated Guarantee will be the legally valid and binding obligations of the Guarantors and the Subordinated Guarantor, as the case may be, enforceable against the Guarantors and the Subordinated Guarantor, as the case may be, in accordance with their terms and entitled to the benefits of the Indenture, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws now or hereinafter in effect relating to or affecting creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. When the Exchange Notes are duly executed, issued, authenticated and delivered in accordance with the terms of the Indenture, the Exchange Guarantees will be the legal, valid and binding obligations of the Guarantors and the Subordinated Guarantor, as the case may be, enforceable against the Guarantors and the Subordinated Guarantor, as the case may be, in accordance with their terms and entitled to the benefits of the Indenture, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws now or hereinafter in effect relating to or affecting creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

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(j)             Each of the Issuer, the Guarantors and the Subordinated Guarantor has all requisite corporate or similar power and authority to execute, deliver and perform its obligations under the Registration Rights Agreement. The Registration Rights Agreement has been duly and validly authorized by the Issuer, the Guarantors and the Subordinated Guarantor and, when duly executed and delivered by each of the Issuer, the Guarantors and the Subordinated Guarantor, will be the legally valid and binding obligation of the Issuer, the Guarantors and the Subordinated Guarantor, enforceable against each of them in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws now or hereinafter in effect relating to or affecting creditors’ rights generally, (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought and (iii) as to rights of indemnification and contribution, by principles of public policy or federal and state securities laws relating thereto.

(k)            Except as otherwise described in the Offering Memorandum, assuming the representations and warranties of the Initial Purchaser contained in Section 8 hereof are true and correct and that the representations and warranties of the initial purchasers contained in Section 8 of the First Purchase Agreement are true and correct, no consent, waiver, approval, authorization or order of or filing, registration, qualification, license or permit of or with any court or governmental agency or body, or third party is required by the Issuer or any of the Subsidiaries for (i) the issuance and sale by the Issuer of the Notes to the Initial Purchaser, (ii) the issuance by the Guarantors of the Guarantees, (iii) the issuance by the Subordinated Guarantor of the Subordinated Guarantee and (iv) the execution by the Issuer of the Operative Documents and the consummation by the Issuer, the Guarantors and the Subordinated Guarantor of each of the transactions contemplated hereby and by the Operative Documents, except , for the registration of the Securities, the Exchange Notes and Exchange Guarantees under the Registration Statements and the filing of any Current Reports on Form 8-K with the Commission disclosing any aspect of the Operative Documents and the transactions contemplated thereby, and, in each case, such as have been or, prior to the Closing Date, will be obtained and such as may be required under applicable state securities or “Blue Sky” laws in connection with the purchase and resale of the Securities by the Initial Purchaser. Neither the Issuer nor any of the Subsidiaries is (A) in violation of its charter or bylaws (or similar organizational document), (B) in breach or violation of any statute, judgment, decree, order, rule or regulation applicable to any of them or any of their respective properties or assets, except for any such breach or violation which would not, individually or in the aggregate, have a Material Adverse Effect, or (C) in breach of or default under (nor has any event occurred which, with notice or passage of time or both, would constitute a default under) or in violation of any of the terms or provisions of any indenture, mortgage, deed of trust, loan agreement, note, lease, license, permit, certificate,

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contract or other agreement or instrument to which any of them is a party or to which any of them or their respective properties or assets is subject (collectively, “ Contracts ”), except for any such breach, default, violation or event which would not, individually or in the aggregate, have a Material Adverse Effect.

(l)             Except as otherwise described in the Offering Memorandum, the execution, delivery and performance by the Issuer, the Guarantors and the Subordinated Guarantor of this Agreement and each of the other Operative Documents (to the extent a party thereto) and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance and sale of the Securities to the Initial Purchaser and the issuance of the Exchange Notes in the Exchange Offer) will not violate, conflict with or constitute or result in a breach of or a default under (or constitute an event which with notice or passage of time or both would constitute a default under) or cause an acceleration of any obligation under, or result in the imposition or creation of any lien or encumbrance (a “ Lien ”) on any properties or assets of the Issuer or any Subsidiary with respect to (A) the terms or provisions of any Contract, except for any conflict, breach, violation, default or event which would not, individually or in the aggregate, have a Material Adverse Effect, (B) the charter or bylaws (or similar organizational document) of the Issuer or any of the Subsidiaries, or (C) (assuming compliance with all applicable state securities or “Blue Sky” laws and assuming the accuracy of the representations and warranties of the Initial Purchaser in Section 8 hereof are true and correct and that the representations and warranties of the initial purchasers contained in the First Purchase Agreement are true and correct) any statute, judgment, decree, order, rule or regulation applicable to the Issuer or any of the Subsidiaries or any of their respective properties or assets, except for any such conflict, breach or violation which would not, individually or in the aggregate, have a Material Adverse Effect.

(m)           Ernst & Young LLP (the “ Independent Accountants ”), who is reporting on the audited consolidated financial statements of Williams Scotsman International in the Offering Memorandum, is an independent registered public accounting firm within the meaning of the Act and the rules and regulations promulgated thereunder. The audited consolidated financial statements of Williams Scotsman International and related notes thereto incorporated in the Offering Memorandum present fairly in all material respects the financial position of Williams Scotsman International as of the dates indicated and the results of its respective operations and the changes in the financial position for the periods specified, in accordance with generally accepted accounting principles (“ GAAP ”) consistently applied throughout such periods, except as otherwise stated therein. The summary and selected financial and statistical data included in the Offering Memorandum present fairly in all material respects the information shown therein and have been prepared and compiled on a basis consistent with the audited financial statements included therein, except as stated therein.

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(n)            There is not pending or, to the knowledge of the Issuer, the Guarantors or the Subordinated Guarantor, threatened any action, suit, proceeding, inquiry or investigation to which the Issuer or any of the Subsidiaries is a party, or to which the property or assets of the Issuer or any of the Subsidiaries is subject, before or brought by any court, arbitrator or governmental agency or body which could reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect or which seeks to restrain, enjoin, prevent the consummation of or otherwise challenge the issuance or sale of the Securities to be sold hereunder or the consummation of the other transactions contemplated in the Operative Documents.

(o)            Each of the Issuer and the Subsidiaries possesses all material licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all federal, provincial, state, local and other governmental authorities, all self-regulatory organizations and all courts and other tribunals, presently required or necessary to own or lease, as the case may be, and to operate its respective properties and to carry on its respective businesses as now or proposed to be conducted as set forth in the Offering Memorandum (“ Permits ”), except where the failure to obtain such Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; each of the Issuer and the Subsidiaries has fulfilled and performed all of its obligations with respect to such Permits and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the holder of any such Permit, except where the failure to perform such obligations or the occurrence of such event would not have a Material Adverse Effect; and none of the Issuer or the Subsidiaries has received any notice of any proceeding relating to revocation or modification of any such Permit.

(p)            Except as otherwise described in the Offering Memorandum, since the date of the most recent financial statements appearing in the Offering Memorandum, except as described in the Offering Memorandum or as provided in or contemplated by the Operative Documents, (i) none of the Issuer or any of the Subsidiaries has incurred any liabilities or obligations, direct or contingent, or entered into or agreed to enter into any transactions or contracts (written or oral) not in the ordinary course of business, or which liabilities, obligations, transactions or contracts would, individually or in the aggregate, be material to the business, condition (financial or otherwise) or results of operations of the Issuer and the Subsidiaries, taken as a whole, (ii) none of the Issuer or any of the Subsidiaries has purchased any of its outstanding capital stock, nor declared, paid or otherwise made any dividend or distribution of any kind on its capital stock and (iii) there shall not have been any change in the capital stock or long-term indebtedness (excluding up to $2,500,000 of additional capital leases) of the Issuer or Subsidiaries except, in each case, repayments or additional borrowings under the revolving portion of the Issuer’s existing credit facility.

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(q)            Each of the Issuer and the Subsidiaries has filed all necessary federal, state and foreign income and franchise tax returns, except where the failure to so file such returns would not, individually or in the aggregate, have a Material Adverse Effect, and has paid all taxes shown as due thereon except as to taxes being contested in good faith, or where the failure to pay any such taxes would not, individually or in the aggregate, have a Material Adverse Effect; and other than tax deficiencies which the Issuer or any of the Subsidiaries is contesting in good faith and for which the Issuer or such Subsidiary has provided adequate reserves in accordance with GAAP, there is no tax deficiency that has been asserted against the Issuer or any Subsidiary that would have, individually or in the aggregate, a Material Adverse Effect.

(r)             The statistical and market-related data included in the Offering Memorandum are based on or derived from sources which the Issuer, the Guarantors and the Subordinated Guarantor believe to be reliable and accurate in all material respects.

(s)            None of the Issuer, the Guarantors or the Subordinated Guarantor or any agent acting on its behalf has taken or will take any action that might cause this Agreement or the sale of the Securities to violate Regulation T, U or X of the Board of Governors of the Federal Reserve System, in each case as in effect, or as the same may hereafter be in effect, on the Closing Date.

(t)             Each of the Issuer and the Subsidiaries has good and marketable title to all real property and good title to all personal property described in the Offering Memorandum as being owned by it and good and marketable title to a leasehold estate in the real and personal property described in the Offering Memorandum as being leased by it free and clear of all Liens, except as described in the Offering Memorandum or to the extent the failure to have such title or the existence of such Liens would not, individually or in the aggregate, have a Material Adverse Effect or except such Liens, created pursuant to the Issuer’s existing credit facility or its outstanding 10% Senior Secured Notes due 2008. All leases, contracts and agreements to which any of the Issuer or the Subsidiaries is a party or by which any of them is bound are valid and enforceable against each of the Issuer, or such Subsidiary, as the case may be, and to the knowledge of each of the Issuer, the Guarantors and the Subordinated Guarantor, as the case may be, are valid and enforceable against the other party or parties thereto and are in full force and effect with only such exceptions as would not, individually or in the aggregate, have a Material Adverse Effect, except, in each case, as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws now or hereinafter in effect relating to or affecting creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. The Issuer and the Subsidiaries own or possess adequate licenses or other rights to use all

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patents, trademarks, service marks, trade names, copyrights and know-how necessary to conduct the businesses now or proposed to be operated by them as described in the Offering Memorandum, except where the failure to own, possess or have the right to use would not have a Material Adverse Effect, and none of the Issuer or any of the Subsidiaries has received any notice of infringement of or conflict with (or knows of any such infringement of or conflict with) asserted rights of others with respect to any patents, trademarks, service marks, trade names, copyrights or know-how which, if such assertion of infringement or conflict were sustained, would have a Material Adverse Effect.

(u)            There are no legal or governmental proceedings involving or affecting any of the Issuer or any Subsidiary or any of their respective properties or assets which would be required to be described in a prospectus pursuant to the Act that are not so described in the Offering Memorandum.

(v)            Except as described in the Offering Memorandum or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) each of the Issuer and the Subsidiaries is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (B) each of the Issuer and the Subsidiaries has made all filings and provided all notices required under any applicable Environmental Law, and has, and is in compliance with, all Permits required under any applicable Environmental Laws and each of them is in full force and effect, (C) there is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation or, to the knowledge of the Issuer, the Guarantors and the Subordinated Guarantor, investigation, proceeding, notice or demand letter or request for information pending or threatened against any of the Issuer or any of the Subsidiaries under any Environmental Law, (D) no lien, charge, encumbrance or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by any of the Issuer or any Subsidiary, (E) none of the Issuer or any Subsidiaries has received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“ CERCLA ”), or any comparable state law and (F) no property or facility of any of the Issuer or any Subsidiary is (i) listed or, to the knowledge of the Issuer, the Guarantors or the Subordinated Guarantor proposed for listing on the National Priorities List under CERCLA or (ii) listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority.

For purposes of this Agreement, “ Environmental Laws ” means the common law and all applicable federal, provincial, state and local laws or regulations, codes,

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orders, decrees, judgments or injunctions issued, promulgated, approved or entered thereunder, relating to pollution or protection of public or employee health and safety or the environment, including, without limitation, laws relating to (i) emissions, discharges, releases or threatened releases of hazardous materials into the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata), (ii) the manufacture, processing, distribution, use, generation, treatment, storage, disposal, transport or handling of hazardous materials, and (iii) underground and above ground storage tanks and related piping, and emissions, discharges, releases or threatened releases therefrom.

(w)           There is no strike, labor dispute, slowdown or work stoppage with the employees of any of the Issuer or the Subsidiaries which is pending or, to the knowledge of the Issuer, the Guarantors and the Subordinated Guarantor, as the case may be, threatened which, in either case, could reasonably be expected to have a Material Adverse Effect.

(x)             None of the Issuer or any of the Subsidiaries has incurred any liability for any prohibited transaction or funding deficiency or any complete or partial withdrawal liability with respect to any pension, profit sharing or other plan which is subject to the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), to which any of the Issuer or the Subsidiaries makes or ever has made a contribution and in which any employee of any of the Issuer or any such Subsidiary is or has ever been a participant, which in the aggregate could have a Material Adverse Effect. With respect to such plans, each of the Issuer and the Subsidiaries is in compliance in all respects with all applicable provisions of ERISA, except where the failure to so comply would not, individually or in the aggregate, have a Material Adverse Effect.

(y)            Each of the Issuer and the Subsidiaries (i) makes and keeps accurate books and records and (ii) maintains internal accounting controls which provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations, (B) transactions are recorded as necessary to permit preparation of its financial statements and to maintain accountability for its assets, (C) access to its assets is permitted only in accordance with management’s general or specific authorizations and (D) the reported accountability for its assets is compared with existing assets at reasonable intervals.

(z)             None of the Issuer, the Guarantors or the Subordinated Guarantor is, or immediately after the sale of the Notes to be sold hereunder and the application of the proceeds from such sale (as described in the Offering Memorandum under the caption “Use of Proceeds”), will be required to be, registered as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended, and the rules and regulations thereunder.

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(aa)          The Notes, the Guarantees, the Subordinated Guarantee, the Exchange Notes, the Indenture and the Registration Rights Agreement conform in all material respects to the descriptions thereof contained in the Offering Memorandum.

(bb)          No holder of securities of the Issuer,