and investment and reinvestment in Eligible Investments as described herein, certain activities conducted in connection with the payment of amounts in respect of the Securities, entering into the Collateral Management Agreement and the Collateral Administration Agreement and any other documents as contemplated by the Indenture and exercising its rights and performing its obligations thereunder and other activities incidental to the foregoing and permitted by the Indenture. The Co-Issuer has no employees. The Co-Issuer will not engage in any business other than the co-issuance of the Class A Notes. Class B Notes and Class C Notes as described herein and other activities incidental to the foregoing and permitted by the Indenture. Investment Company Act Considerations. The Issuer has not registered with the United States Securities and Exchange Commission (the "Commission") as an investment company pursuant to the Investment Company Act in reliance on the exemption provided by Section 3(c)(7) of the Investment Company Act. In general terms. Section 3(c)(7) excepts from the provisions of the Investment Company Act those issuers (i) whose investors residing in the United States are Qualified Purchasers and (ii) which do not make a public offering of their securities in the United States. The Co-Issuer has not registered with the Commission as an investment company based on the fact that the Co-Issuer has and will have no assets that could be construed as the holding of "securities" under the Investment Company Act. To satisfy the requirements of Section 3(cX7). the Issuer must have a "reasonable belief' that all purchasers of the Securities which reside in the United States (including initial purchasers and subsequent transferees of Securities sold to initial purchasers pursuant to Rule 144A) are Qualified Purchasers. Because transfers of beneficial interests in the Senior Notes will be generally effected only through DTC and its participants and indire