purposes of this determination, the value of equity interests held by a person (other than a Benefit Plan Investor) that has discretionary• authority or control with respect to the assets of the entity or that provides investment advice for a fee (direct or indirect) with respect to such assets (or any "affiliate of such person (as defined in the Plan Asset Regulation) is disregarded (any such person with respect to the Issuer, a "Controlling Person"). The Issuer intends to prohibit investment in the Class D Notes by Benefit Plan Investors. In order to effect this limitation, each purchaser of Class D Notes by its purchasing and holding thereof will be deemed to represent, warrant and covenant that, for so long as it holds a beneficial interest in such Class D Notes, it is not a Benefit Plan Investor and is not acting on behalf of. or with the assets of. a Benefit Plan Investor. The Issuer intends to limit investment in the Income Notes by Benefit Plan Investors to less than 25% of the Income Notes (excluding Income Notes held by Controlling Persons). In order to effect this limitation, each prospective purchaser of the Income Notes in the initial offering thereof will, in the case of Certificated Income Notes. be required to represent to the Trustee in writing as to whether such purchaser is a Benefit Plan Investor or Controlling Person and in the case of an interest in a Regulation S Global Note, be deemed to represent that it is not a Benefit Plan Investor or Controlling Person. The Income Notes will not be sold to any person to the extent it is determined that such acquisition would result in persons that have represented in writing to the Trustee that they are. or are acting on behalf of, Benefit Plan Investors owning 25% or more of the Income Notes (excluding Income Notes held by Controlling Persons) immediately after such sale, assuming. for this purpose, that all the representations made by Holders of such Notes are true. In addition, as a c