EFTA Document EFTA01365414

(d) No transfer of an interest in an ERISA Limited Security to a proposed transferee that has represented that it is a Benefit Plan Investor or a Controlling Person will be effective, and the Trustee, the Indenture Registrar, and the Applicable Issuer will not recognize any such transfer, if such transfer would result in 25% or more of the Aggregate Outstanding Amount of the applicable Class of ERISA Limited Securities being held by Benefit Plan Investors (determined in accordance with the