RIN II • 094 Alpha Group Capital LLC turn adversely affect the Issuer and the investors in the Preferred Shares and (iii) none of the Transaction Parties or their respective affiliates, corporate officers or professional advisors or any other Person makes any representation, warranty 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 sufficient for its purposes and any other requirements of which it is uncertain. For important information about the U.S. Risk Retention Regulations, see information under Section 12, "Certain Risk Factors—Risks Relating to the Preferred Shares—U.S. Risk Retention Regulations." CERTAIN ERISA CONSIDERATIONS ERISA imposes certain requirements on "employee benefit plans" (as defined in Section 3(3) of ERISA) subject to Title I of ERISA, on entities such as collective investment funds and separate accounts whose underlying assets include the assets of such plans (collectively, "ERISA Plans") and on those persons who are fiduciaries with respect to ERISA Plans. Investments by ERISA Plans are subject to ERISA's general fiduciary requirements, including the requirement of investment prudence and diversification and the requirement that an ERISA Plan's investments be made in accordance with the documents governing the ERISA Plan. The prudence of a particular investment must be determined by the responsible fiduciary of an ERISA Plan by taking into account the ERISA Plan's particular circumstances and all of the facts and circumstances of the investment and the fact that in the future there may be no market in which such fiduciary will be able to sell or otherwise dispose of any Preferred Shares it may purchase. Section 406 of ERISA and Section 4975 of th