Securities for the benefit of any other person and will be the sole beneficial owner thereof for all purposes and that except as expressly provided in the Indenture (or. in the case of the Preferred Shares. the Fiscal Agency Agreement). it will not sell participation interests in such Securities or enter into any other arrangement pursuant to which any other person will be entitled to a beneficial interest in the distributions on such Securities and further that such Securities purchased directly or indirectly by it constitute an investment of no more than 40% of the Purchaser's assets. The Purchaser understands and agrees that any purported transfer of Securities to a person that does not comply with the requirements of this paragraph or that would have the effect of causing either of the Co-Issuers or the pool of Collateral to be required to register as an investment company under the Investment Company Act shall be mill and void ab (Milo. (3) The Purchaser understands that interests in Rule 144A Global Securities may not at any time be held by or on behalf of a Person that is not a Qualified Institutional Buyer and a Qualified Purchaser. Before am• interest in a Rule I44A Global Security may be offered. resold, pledged or otherwise transferred to a person who takes delivery in the form of an interest in a Regulation S Global Security or a Definitive Security, the transferor (or the transferee, as applicable) will be required to provide the Trustee (or. in the case of the Preferred Shares, the Fiscal Agent) with a Transfer Certificate as to compliance with the transfer restrictions set forth in the Indenture (or. in the case of the Preferred Shares, the Fiscal Agency Agreement). (4) With respect to the purchase of ERISA Limited Securities, for so long as it holds a beneficial interest in an ERISA Limited Security, the Purchaser is not a Benefit Plan Investor or. except with respect to purchases by Controlling Persons on the Closing Date. a Co