RIN II •094 Alpha Group Capital LLC Legislative and Regulatory Changes; Bank Holding Company Act Proposed regulations by the SEC, if enacted, would significantly alter the manner in which asset-backed securities. including securities similar to the Securities, are issued and structured and increase the reporting obligations of the issuers of such securities. Proposed changes to Regulation AB under the Securities Act have the potential to impose new disclosure requirements that would be burdensome in connection with the issuance and sale of any additional Facility or any Refinancing. Also, while the Issuer will be structured to comply with the EU Risk Retention Rules regarding risk retention by sponsors of securitizations in connection with the intended Refinancing, future changes to such rules or similar requirements in the United States could potentially impact the Issuer's ability to undertake any Refinancing. In particular, the Dodd-Frank Act imposes a new regulatory framework on the U.S. financial services industry and the credit markets in general, and includes provisions that are expected to have a broad impact on the financial markets. Section 619 of the Dodd-Frank Act added a provision to federal banking law, commonly referred to as the 'Volcker Rule", which amends the BHCA and, subject to limited exceptions, prohibits banking entities and their subsidiaries and affiliates from engaging in proprietary trading or from acquiring or retaining an ownership interest in, or sponsoring or having certain relationships with, a hedge hind or private equity fund. A "covered fund" is any entity that would be an investment company but for the exemption provided by Section 3(c) (1) or Section 3(c) (7) of the Investment Company Act. Therefore, absent an exclusion from the definition of "covered fund", the Issuer would be a covered fund. The applicable regulations contain an exclusion applicable to loan securitizations and under such exclusion only loans a