EFTA Document EFTA01365663

(c) No transfer of any Income Note will be effective, and the Trustee will not recognize any such transfer, to a proposed transferee that has represented that it is a Benefit Plan Investor or Controlling Person if such transfer would result in Persons that have represented that they are Benefit Plan Investors owning 25% or more of the Aggregate Principal Amount of the Income Notes (excluding Income Notes owned by Controlling Persons). No transfer of any Class D Note will be effective, and