, the Retention Holder, their respective affiliates or the transaction contemplated by this Private Placement Memorandum will be in compliance with the U.S. Risk Retention Regulations. See Section 14, "Certain Legal—ERISA and Tax Matters—US Credit Risk Retention." European Risk Retention Rules The EU Risk Retention Rules or Simi

ty or guarantee that the Portfolio Advisor or its affiliates or the transaction contemplated by this Offering Memorandum will be in compliance with the U.S. Risk Retention Regulations. Each prospective investor should consult its own legal, accounting and other advisors to determine whether and to what extent this information is