and/or liquidity of the Refinancing Securities. Subject to the approval of the Portfolio Advisor, the Retention Holder will be permitted to transfer the U.S. Retention Interest if the Portfolio Advisor determines in its sole discretion that such transfer is permitted or required with respect to the Portfolio Manager under

in an amount of not less than 5% of the principal amount of each class of Refinancing Securities issued by the Issuer on such date and (ii) holding the U.S. Retention Interest in the manner and for so long as required under the U.S. Risk Retention Regulations. The Retention Holder will also acquire 5% of the Initial Facili