PricewaterhouseCoopers LLP (“PwC”), has prepared an Investor summary paper on Arrow Credit Opportunities II (the “Investor Paper”).

PwC has consented to the inclusion of the Investor Paper, in the VDR for Arrow Credit Opportunities II (“ACO II”), provided that each party accessing the Investor Paper (an “accessing party”) agrees, by its acceptance of the conditions of entry to the VDR, the terms set out in the relevant section(s) below.

       Section A – Terms applicable for all Accessing Parties:

  1. The accessing party confirms that it has been provided with access to the VDR as either:i. a “potential investor”, being an accessing party that is considering whether to invest in Arrow Credit Opportunities II; or
    ii. an “adviser”, being an accessing party that is a financial or other professional adviser to a potential investor.
  2. The accessing party accepts that PwC accepts no liability (including liability for negligence) to it in relation to the Investor Paper. The Investor Paper is provided to it for information purposes only. If an accessing party does rely on the Investor Paper, it does so entirely at its own risk. The accessing party will not bring a claim against PwC which relates to the provision of the Investor Paper to it.
  3. The accessing party agrees to use the Investor Paper only in connection with its role in relation to ACO II. The Investor Paper may contain personal data. In respect of that personal data, the accessing party agrees to comply with applicable data protection legislation, and in particular to keep such personal data confidential and secure.
  4. The accessing party agrees that neither the Investor Paper, nor information obtained from it, may be made available to anyone else without PwC’s prior written consent, except where required by law or regulation or as set out in section B of these terms (as relevant to the specific accessing party).
  5. The accessing party agrees that any explanations that PwC provides to it in relation to the Investor Paper are given on the same bases as those relating to the provision of the Investor Paper itself.
  6. The work underlying the Investor Paper covered only the matters set out in the agreement between PwC and Arrow Global Limited (“Arrow”). When PwC agreed the scope of work with Arrow, PwC had regard to possible areas of interest to purchasers and lenders in general, but not the interests or concerns of any specific purchaser or lender in mind. The issues covered in the Investor Paper and the emphasis placed upon them, may not address or reflect the specific requirements, interests or circumstances of any particular accessing party.
  7. PwC finished its work on the initial version of the Investor Paper on 3 February 2022. Circumstances and information may have come to light after this date which have not been incorporated into the Investor Paper. PwC makes no representation as to whether, had it carried out subsequent work, there would have been a material effect on the Investor Paper. PwC has no obligation to notify any accessing party if any matters come to its attention which might affect the continuing validity of the comments or conclusions in the Investor Paper.

Section B – Additional terms applicable for potential investors:

  1. PwC agrees that a potential investor may make copies of the Investor Paper obtained via the VDR available in its entirety to (i) its affiliates and its and their directors, officers and those employees involved in considering the acquisition, and (ii) its professional advisers advising it/its affiliates in relation to the potential investment in ACO II that the party making the Investor Paper available takes reasonable steps to ensure that any recipient understands that:

i. PwC owes them no duty of care,
ii. that they cannot bring a claim against PwC,
iii. that no onward disclosure may be made except as required by law or regulation,
iv. in respect of personal data, they are required to comply with applicable data protection legislation, and
v. they may use the Investor Paper, information contained in it, and any other explanations that PwC may provide, only for the purposes of considering an investment in ACO II.

The term “affiliate” is taken to mean (in relation to any person), any entity controlled by that person, any entity that controls that person, or any entity under common control with that person, in all cases excluding investee companies of any private equity operations of that person; in this context, control means the majority of voting power, whether held directly or indirectly.