Risk Factors 1 (continued) CONFIDENTIAL FOR DISCUSSION PURPOSES ONLY Future Tax Legislation Future legislation. regulations, niings or other authority could affect the federal income tax treatment of the Issuer and holders of Preferred Shares. U.S. State and Local and Other Taxes Holders of Preferred Shares may be liable for foreign, state and local taxes in the country, state, or locality in which they are resident or doing business. Certain ERISA Considerations The Issuer intends, through the use of written representations, to restrict ownership of the Preferred Shares by "benefit plan investors" and 'controlling persons" so that no assets of the Issuer will be deemed to be "plan assets' subject to Title I of ERISA or Section 4975 of the Code as such term is defined in Section 3(42) of ERISA and the Plan Asset Regulation. However, there can be no assurance that ownership of the Preferred Shares by "benefit plan investors" will always remain below the 25% Limitation established wider the Plan Asset Regulation. Mandatory Sale or Redemption of Preferred Shares In certain circunstances, if the Issuer reasonably determines in good faith that a holder of Preferred Shares does not have the status that it purports to have or is required to have and such holder or beneficial owner is not permitted to hold such Preferred Shares, the Issuer will have the right to require such holder to dispose of such holder's Preferred Shares, after receipt of a notice from the Issuer that such holder is not so qualified, to a person or entity that is qualified to hold such Preferred Shares, or may require that such Preferred Shares be redeemed by the Issuer at a price reflecting a 25% reduction from then-current value as determined by the Issuer. European Risk Retention Rules Article 122a and Micles 404-410 apply to Affected 122a Investors investing in the Preferred Shares. Affected 122a Investors should therefore make themselves aware of the requirements of Article 122a a