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Disclaimer

The Napier Park global asset management platform is inclusive of Napier Park Global Capital (US) LP, Napier Park Global Capital Ltd. and Regatta Loan Management LLC (“RLM LLC”), each an SEC registered investment advisers and each of their affiliates advisers (“Napier Park”). AUM figures provided on the home page include capital committed and includes RLM for which Napier Park Global Capital (US) LP serves as the Structuring Adviser and Staff and Services Provider.

Introduction

The introduction to this disclaimer is relevant to all recipients of this communication. In addition, country-specific sections are also relevant to recipients in those jurisdictions. This website is intended to provide information about investments and investment services to professional investors and certain sophisticated investors who are familiar with and capable of evaluating the merits and risks associated with investments of the kind described. The products and services to which this website relates are only available to such persons and any other persons should not act on it or rely on it. Nothing in the disclaimer excludes any liability, which Napier Park or its affiliates is not permitted to exclude by applicable law. This website is not to be construed as an offer, invitation or solicitation for any investment product in any jurisdiction, and is not being and will not be made available to the public. Any future investment will be subject to and made on the terms of the legal agreements relating thereto. Investment products referred to in this website have not and will not be offered to the public, and any investor commits himself not to offer the investment products to the public upon resale and to contractually bind any other investor not to offer the investment products to the public.

It is the responsibility of each prospective investor reading this website to satisfy him or herself as to the full observance of the laws of any relevant country, including obtaining any government or other consent which may be required or observing any other formality which needs to be observed in that country.

Any investments referred to may not be registered with any regulator, regulatory body or similar organization or institution in any jurisdiction. Potential investors should verify whether products are listed on any stock exchange. Before making an investment, you should consider taking independent professional advice about the unregistered and potentially unlisted status of any product. The information contained is based upon a number of sources and believed to be correct, but cannot be guaranteed. Any opinions and estimates are judgments as of this date and are subject to change without notice. Indications of the potential return of the investment have been given in good faith but are not guaranteed and are subject to uncertainties beyond control and should not be relied upon by investors in forming investment decisions.

No representation is made regarding the legal, accounting, regulatory or tax treatment of an investment in any jurisdiction relevant to a recipient of this website.

The provision of information is not based on your individual circumstances and should not be relied upon as an assessment of suitability for you of a particular product or transaction. Even if we possess information as to your objectives in relation to any transaction, series of transactions or trading strategy, this will not be deemed sufficient for any assessment of suitability for you of any transaction series of transactions or trading strategy.

This website does not constitute investment advice and Napier Park makes no recommendation as to the suitability of any of the products or transactions mentioned. Any trading or investment decisions you take are in reliance on your own analysis and judgment and/or that of your advisors and not in reliance on us.

Napier Park is not acting as your advisor, fiduciary or agent and is not managing your account. Napier Park does not provide investment, accounting, tax, financial or legal advice; however, you should be aware that any proposed indicative transaction could have accounting, tax, legal or other implications that should be discussed with your independent advisors. Therefore, prior to entering into any transaction, you should determine, without reliance on Napier Park, the economic risks or merits, as well as the legal, tax and accounting characteristics and consequences of the transaction and that you are able to assume these risks. This website contains proprietary information and is confidential to its recipient and, subject to applicable law requiring its disclosure by the recipient, may not be reproduced or redistributed by any recipient to any person other than the recipient's professional advisors.

The description of certain aspects of a fund is a condensed summary only. A number of factors material to a decision whether to invest in a fund have been presented herein in summary or outline form only, in reliance on the financial sophistication of the potential investors. Any information contained herein is subject to change and is qualified in its entirety by reference to the applicable offering memorandum.

The information contained herein is subject to updating, completion, modification and amendment.

No representation or guarantee is being made herein as to the future investment performance of a fund. No representation is made that the interests of a fund will actually perform as described in any of the illustrative calculations which may be presented herein or otherwise to any prospective investor. Any information, and in particular any calculations, contained herein or otherwise presented to any prospective investor is not intended to predict actual results, which will differ, and may differ substantially, from those illustrated in the information presented. Further, in evaluating any illustrative performance results contained herein or in any other information provided to a prospective investor, prospective investors should understand that not all of the hypothetical assumptions used in the model are described herein or therein, and conditions and events that are not accounted for by the model may have a significant effect on the performance of the interest of a fund or a fund’s investments. Prospective investors should consider whether the behavior of these securities should be tested based on different and/or additional assumptions from those included in the information herein.

Bahrain

The document has not been approved by the Central Bank of Bahrain which takes no responsibility for its contents. No offer to the public to purchase the fund units will be made in the Kingdom of Bahrain and this document is intended to be read by the addressee only and must not be passed to, issued to, or shown to the public generally.

Cayman Islands

No offer or invitation to subscribe for interests in the funds may be made to the public in the Cayman Islands.

China

This document does not constitute a public offer the Fund, whether by sale or subscription, in the People's Republic of China (the "PRC"). The Fund is not being offered or sold directly or indirectly in the PRC to or for the benefit of, legal or natural persons of the PRC.

Further, no legal or natural persons of the PRC may directly or indirectly purchase any of the Fund or any beneficial interest therein without obtaining all prior PRC’s governmental approvals that are required, whether statutorily or otherwise. Persons who come into possession of this document are required by the issuer and its representatives to observe these restrictions.

Dubai

This information does not constitute or form part of any offer to issue or sell, or any solicitation of any offer to subscribe for or purchase, any securities or investment products in the UAE (including the Dubai International Financial Centre) and accordingly should not be construed as such.

Furthermore, this information is being made available on the basis that the recipient acknowledges and understands that the entities and securities to which it may relate have not been approved, licensed by or registered with the UAE Central Bank, the Dubai Financial Services Authority or any other relevant licensing authority or governmental agency in the UAE.

The content of this document has not been approved or filed with the UAE Central Bank or Dubai Financial Services Authority.

EEA

In relation to each Member State which has implemented the Alternative Fund Managers Directive 2011/61/EU)) (the ”AIFMD”) (and for which transitional arrangements are not/no longer available), this document may only be distributed, and interests in Funds may only be offered or placed, in a Member State to the extent that: (1) the applicable Fund is permitted to be marketed to professional investors in the relevant Member State in accordance with AIFMD (as implemented into the local law/regulation of the relevant Member State); or (2) this document may otherwise be lawfully distributed and the interests in the applicable Fund may otherwise be lawfully offered or placed in that Member State (including at the initiative of the investor). In relation to each Member State which, at the date of this document, has not implemented AIFMD, this document may only be distributed, and interests in each of the Funds may only be offered or placed, to the extent that this document may be lawfully distributed and interests in each of the applicable Funds may lawfully be offered or placed in that Member State (including at the initiative of the investor).

In relation to each Member State of the EEA which, at the date of this Prospectus, has not implemented the AIFMD, this document may only be distributed and the interests may only be offered or placed to the extent that this document may be lawfully distributed and the interests may be lawfully offered or placed in that Member State (including at the initiative of the investor).

In addition, country specific restrictions listed herein apply to the distribution of this document,

France

Subject always to the foregoing notice in respect of the EEA, interests in the Funds may only be lawfully offered or placed in the Republic of France if (i) the applicable Fund is permitted to be marketed to Professional Investors or (ii) to the extent that this document and any other marketing material may otherwise be lawfully distributed in connection with any offer of the interests in the Republic of France.

Hong Kong

Warning

The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.

This document has not been registered by the Registrar of Companies in Hong Kong. The Company is a collective investment scheme as defined in the Securities and Futures Ordinance of Hong Kong (the “Ordinance”) but has not been authorised by the Securities and Futures Commission pursuant to the Ordinance. Accordingly, the interests may only be offered or sold in Hong Kong to persons who are “professional investors” as defined in the Ordinance and any rules made under the Ordinance or in circumstances which are permitted under the Companies (Winding Up and Miscellaneous Provisions) Ordinance of Hong Kong and the Ordinance. In addition, this document may not be issued or possessed for the purposes of issue, whether in Hong Kong or elsewhere, and the interests may not be disposed of to any person unless such person is outside Hong Kong, such person is a “professional investor” as defined in the Ordinance and any rules made under the Ordinance or as otherwise may be permitted by the Ordinance.

Japan

The interests have not been and will not be registered pursuant to Article 4, Paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law no. 25 of 1948, as amended) and, accordingly, none of the interests nor any interest therein may be offered or sold, directly or indirectly, in Japan or to, or for the benefit, of any Japanese person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese person except under circumstances which will result in compliance with all applicable laws, regulations and guidelines promulgated by the relevant Japanese governmental and regulatory authorities and in effect at the relevant time. For this purpose, a “Japanese person” means any person resident in Japan, including any corporation or other entity organised under the laws of Japan.

South Korea

Neither the fund nor Napier Park is making any representation with respect to the eligibility of any recipients of this document to acquire the interests therein under the laws of Korea, including but without limitation the Foreign Exchange Transaction Act and Regulations thereunder. The interests have not been registered under the Financial Investment Services and Capital Markets Act of Korea, and none of the interests may be offered, sold or delivered, or offered or sold to any person for re-offering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant to applicable laws and regulations of Korea.

Kuwait

By receiving this document, the person or entity to whom it has been issued understands, acknowledges and agrees that this document has not been approved by the Kuwait Central Bank or the Kuwait Ministry of Commerce and Industry or any authorities in Kuwait, nor has Napier Park or any of its representatives received authorization or licensing from the Kuwait Central Bank or the Kuwait Ministry of Commerce and Industry or any authorities in Kuwait to market or sell the interests in the funds within Kuwait. Therefore, the interests in the funds will not be sold in Kuwait and no services relating to an offering, including the receipt of applications, any offering memorandum or this document, will be rendered within Kuwait by Napier Park or any representatives.

New Zealand

This document is not a product disclosure statement for the purposes of the Financial Markets Conduct Act 2013 (the FMCA) and does not contain all the information typically included in such offering documentation.

This offer of fund interests in the does not constitute “regulated offer” for the purposes of the FMCA and, accordingly, there is neither a product disclosure statement nor a register entry available in respect of the offer. Fund interests in the fund may only be offered in New Zealand in accordance with the FMCA and the Financial Markets Conduct Regulations 2014.

Qatar

The interests are only being offered to a limited number of investors who are willing and able to conduct an independent investigation of the risks involved in an investment in such interests. This document does not constitute an offer to the public and is for the use only of the named addressee and should not be given or shown to any other person (other than employees, agents or consultants in connection with the addressee’s consideration thereof). The Company has not been and will not be registered with the Qatar Central Bank or under any laws of the State of Qatar. No transaction will be concluded in your jurisdiction and any inquiries regarding the interests should be made to Napier Park.

Saudi Arabia

The interests may only be offered and sold in the Kingdom of Saudi Arabia in accordance with Article 4 of the Investment Funds Regulations issued on December 24, 2006 (the “Regulations”). Article 4(b)[(1)/(4) of the Regulations states that, if investment fund units are offered certain persons specified in the Regulations and the minimum amount payable per offeree is not less than Saudi Riyals 1 million or an equivalent amount in another currency, such offer of investment fund units shall be deemed a private placement for purposes of the Regulations. Investors are informed that Article 4(g) of the Regulations places restrictions on secondary market activity with respect to such investment fund units.

Singapore

This document has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this document and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of interests may not be circulated or distributed, nor may interests be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor pursuant to Section 304 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”) or (ii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA."

Notice to investors in Switzerland

The distribution of interests in Switzerland will be exclusively made to, and directed at, regulated qualified investors (the "Regulated Qualified Investors"), as defined in Article 10 (3)(a) and (b) of the Swiss Collective Investment Schemes Act of 23 June 2006, as amended ("CISA"). Accordingly, the funds have not been and will not be registered with the Swiss Financial Market Supervisory Authority (FINMA) and no Swiss representative or paying agent have been or will be appointed in Switzerland. This document and/or any other offering materials relating to the interests may be made available in Switzerland solely to Regulated Qualified Investors.

United Arab Emirates

This document, and the information contained herein, does not constitute, and is not intended to constitute, a public offer of securities in the United Arab Emirates and accordingly should not be construed as such. The interests are only being offered to a limited number of exempt investors in the UAE who are federal and local government entities or companies wholly-owned by any such entities.

The interests have not been approved by or licensed or registered with the UAE Central Bank, the Securities and Commodities Authority or any other relevant licensing authorities or governmental agencies in the UAE. The document is for the use of the recipient only and should not be given or shown to any other person (other than employees, agents or consultants in connection with the addressee's consideration thereof).

United Kingdom

Subject always to the foregoing notice in respect of the EEA, this document is being issued in the United Kingdom by Napier Park Global Capital Ltd. (which is authorised and regulated by the Financial Conduct Authority (the “FCA”) to and or directed to agents or consultants of professional clients for the purposes of the Alternative Fund Managers Regulations 2013 and is accordingly exempt from the financial promotion restriction in Section 21 of the Financial Services and Markets Act (“FSMA”) in accordance with regulation 29(3) of the FSMA (Financial Promotions) Order 2005.. The opportunity to invest in the funds is only available to such persons in the United Kingdom, and this document must not be relied or acted upon by any other persons in the United Kingdom.