By accessing or using this Silver Point Capital, L.P. (“Silver Point”) website (this “Site”), you, on behalf of yourself and any of your employees that access this Site (collectively, “you”), hereby accept and agree to comply with the terms and conditions set forth in this User Agreement. This User Agreement is a binding agreement between you and Silver Point, and governs your access to and use of information received from Silver Point, its affiliates and its and their representatives via this Site or otherwise (such information, “Silver Point Information”), which includes any text, graphics, user interfaces, visual interfaces, information, data, tools, products, services and other content, including, but not limited to, the design, structure, selection, coordination, expression and arrangement of the Silver Point Information available on or through this Site.  You may contact Silver Point by e-mail at [email protected] with questions about the terms and conditions of this User Agreement.

BY CLICKING “I AGREE” AT THE END OF THIS USER AGREEMENT, YOU ARE AGREEING THAT YOU HAVE READ, UNDERSTAND AND ACCEPT THE USER AGREEMENT CONTAINED HEREIN, WILL ABIDE BY THIS USER AGREEMENT AND ARE LEGALLY BOUND BY THIS USER AGREEMENT.

This Site contains confidential information. It is intended only for use by (a) investors and prospective investors in funds managed by Silver Point or its affiliates (each, a “Fund” and together, the “Funds”) or investors in managed accounts, single investor funds or other similar arrangements, including those that may be structured as one or more entities that are invested in the Funds, (each a “Managed Account Investor”), (b) advisors to Managed Account Investors (each a “Managed Account Advisor”) and (c) consultants and advisors of investors and prospective investors in the Funds (such advisors and consultants, each an “Advisor”). If you are not an investor, prospective investor, Managed Account Investor, Managed Account Advisor or an Advisor, you are hereby notified that any review of the information contained in this Site is strictly prohibited.  If you are an investor, prospective investor, Managed Account Investor, Managed Account Advisor or an Advisor, you are hereby notified that the dissemination, distribution or duplication of the information contained in this Site is strictly prohibited except as otherwise specifically permitted herein.

1. Limited Right to Use this Site.

You hereby acknowledge and agree that:

• Your right to access and use this Site and Silver Point Information is subject to your agreement to abide by this User Agreement in its entirety. 

• At any time and for any reason Silver Point may revoke your right to access or use all or any portion of this Site. 

• You may not directly or indirectly violate or attempt to violate the security of this Site. 

• You may not decompose, decompile, reverse engineer, disassemble or otherwise deconstruct all or any portion of this Site or Silver Point Information. 
• You shall not, and shall cause your Representatives not to, input, use, disclose or otherwise process Silver Point Information in any publicly open artificial intelligence processing tool, including but not limited to ChatGPT.
• You shall not use the Site in any manner which might damage,
  disable, or overburden the Site, or any server or any network connected to
  the Site.

2. Ownership.

You hereby acknowledge and agree that: 

• This Site and the Silver Point Information are owned by Silver Point, its affiliates and/or third parties. 

• This Site and the Silver Point Information are protected by one or more copyrights, patents, database rights, trademarks, servicemarks and/or other intellectual property and proprietary rights that are owned by Silver Point, its affiliates and/or third parties. 

• You may not publish, broadcast, retransmit, reproduce, repackage, frame, commercially exploit, create any derivative of or otherwise redistribute all or any portion of this Site or the Silver Point Information except as explicitly permitted in this User Agreement. 

• You may print copies of any accessible portion of this Site only for your use in your capacity as an investor, prospective investor, Managed Account Investor, Managed Account Advisor or Advisor. 

• You may not remove any copyright, trademark or other proprietary notice or legend contained on (or printed from) this Site. 

3. Representations and Warranties.

You represent and agree that:

• You have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to this User Agreement; 

• You have not and you will not enter into any agreement or perform any act which might contravene any term of this User Agreement other than as agreed to in an Existing Agreement (as defined below); and 

• You will not delete or alter any Silver Point Information. 

4. All Silver Point Information is for Informational Purposes Only.

You hereby acknowledge and agree that:

• Nothing on this Site is an offer or a solicitation to buy or sell any security, including an interest in any Fund. Such an offer or solicitation may only be made by delivery (directly by Silver Point and not via this Site) of the relevant Fund’s confidential offering memorandum (each, a “Memorandum”) and subscription documents that contain a more detailed description of all the material terms of such an investment, including discussions of certain specific risk factors, conflicts (or potential conflicts) of interest, tax considerations, fees and other matters relevant to prospective investors in such Funds. 

• The information provided on this Site is not intended to be, and should not be, considered a substitute for reviewing the relevant Fund’s Memorandum and subscription documents carefully.  

• Although this Site may include investment-related information, nothing on this Site is a recommendation that you (or any persons that you advise) purchase, sell or hold any security or other investment, or that you (or any persons that you advise) pursue any investment style or strategy. 

• Silver Point does not give any advice or make any representations through this Site as to whether any security or investment is suitable to you (or any persons that you advise) or will be profitable. 
• Information provided on this Site may include material nonpublic information with respect to a Fund or Managed Account, which may restrict you from trading under applicable federal and state securities laws.

• Nothing on this Site is intended to be, and you should not consider anything on this Site to be, investment, accounting, tax or legal advice. 

• If you would like investment, accounting, tax or legal advice, you should consult with your own financial advisors, accountants or attorneys regarding your individual circumstances and needs. 

5. Use of Watermarked Material.

You hereby acknowledge and agree that:

• Dated Silver Point Information speaks only as of the date indicated. 

• Silver Point uses good faith efforts to provide accurate Silver Point Information, but at times Silver Point may not promptly update or correct this Site and/or the Silver Point Information. Nothing in this Site under any circumstances shall create an implication that the documents contained in this Site are correct or accurate as of any time subsequent to the date specified in such documents.

• Silver Point may change all or any portion of this Site and/or Silver Point Information at any time without notice to you. 

• Silver Point does not endorse the opinions of, or warrant the accuracy of facts or other Silver Point Information contributed by, any third party. 

• You agree that Silver Point is not liable for any action you take or decision you make in reliance on any Silver Point Information. 

• No guarantee or representation is made that the Funds’ investment programs, including, without limitation, the Funds’ investment objectives, diversification strategies, or risk monitoring goals, will be successful, and investment results may vary substantially over time. 

• Investment losses may occur and performance may be volatile. 

• Nothing herein is intended to imply that the Funds’ investment methodologies may be considered “conservative,” “safe,” “risk free” or “risk averse.” 

• An investment in a Fund is subject to holding periods and other conditions. An investment in a Fund is illiquid and may be ultimately realized at less than the original amount invested. An interest/share in a Fund is subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under applicable statutes and the relevant Memorandum. Accordingly, investors may be required to bear the financial risks of an investment in a Fund for an indefinite period of time. There is no secondary market for an investor’s interest/share in a Fund and none is expected to develop. 

• Certain Silver Point Information constitutes “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “estimate,” “intend,” “continue” or “believe,” or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results or the actual performance of the Funds may differ materially from those reflected or contemplated in such forward-looking statements. Nothing contained in this Site should be deemed to be a prediction or projection of the future performance of the Funds or any portfolio assets thereof. 

• PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS. NO ASSURANCE CAN BE MADE THAT PROFITS WILL BE ACHIEVED OR THAT SUBSTANTIAL LOSSES WILL NOT BE INCURRED. 

7. Confidentiality and Limitations on Use.

You hereby acknowledge and agree that:

• You must keep all Silver Point Information and your password confidential.  

• You may use the Silver Point Information solely for purposes related to your investment(s) or prospective investment(s) in one or more Funds, or in the case of a Managed Account Advisor or Advisor, in connection with advising a direct or indirect investor or prospective investor (as applicable) in one or more Funds; 
• Upon Silver Point’s written request, you shall, except to the extent prohibited by applicable law or regulation, destroy (and upon Silver Point’s request, confirm such destruction in writing (email being sufficient) to Silver Point) all Silver Point Information that you have obtained in hard or electronic copy from this Site or otherwise, together with all copies thereof in your possession or under your control, provided that you may retain copies (i) which are required to be retained by internal audit or compliance procedures, and (ii) any copies of any computer records and files containing any Silver Point Information which have been created pursuant to your automatic archiving and back-up procedures.

• You may not disclose any Silver Point Information to any third party, except 

1. 1. With Silver Point’s prior written consent; 
   2. As required by any regulatory authority, law or regulation, or by legal process, including in response to any summons or subpoena or in connection with any litigation; provided that you give Silver Point prompt written notice of any such request prior to disclosing any Silver Point Information in response thereto; 
   3. If you are an investor, prospective investor or Managed Account Investor, to your legal or tax advisors who need to know such Silver Point Information for purposes of providing advice to you and who are subject to confidentiality obligations with respect to such information (by virtue of an agreement or the nature of their relationship to you); 
   4. If you are an Advisor or a Managed Account Advisor, you may disclose Limited Silver Point Information (as defined below) to your clients  so long as (i) any information provided shall not be part of a “general solicitation” or “general advertising” within the meaning a Regulation D of the U.S. Securities Act of 1933, as amended, (ii) such recipients meet certain eligibility requirements for investing in a Fund, including qualifying as “accredited investors” under Regulation D and “qualified purchasers” under the Investment Company Act of 1940, as amended, (iii) you require the recipients to be bound by written obligation of confidentiality whose terms are no less restrictive than the terms of this User Agreement and (iv) you will be responsible for any breach of this User Agreement by you or your clients. 
      “Limited Silver Point Information” shall mean the Advisor’s  internal reviews and evaluations of a Fund, the name and description of a Fund, K-1s of a Fund, actual or estimated performance of a Fund and gross exposure of a Fund (long and short).  For the avoidance of doubt, Limited Silver Point Information does not include a Fund’s offering materials, governing documents, marketing materials or any subscription agreement unless Silver Point otherwise agrees in writing. 

• In addition to the foregoing provisions, the Silver Point Information is subject to any applicable Existing Agreement.  

• You are solely responsible for the confidentiality and security of your password. You accept full responsibility for any use of your password. You must notify Silver Point immediately of any actual or suspected loss, theft or unauthorized use of your password. 

• Silver Point is not obligated to inquire as to the authority or propriety of any use of or action taken under your password. Silver Point will not be responsible for any loss to you that arises from such use or action or from your failure to comply with these provisions. 

• You will be responsible for any breach of the terms of this User Agreement by your employees and legal and tax advisors. 
• Silver Point will not be responsible for any loss to you that arises out of your failure to logout of your account on the Site.

Notwithstanding anything herein to the contrary, each investor (and each employee, representative, or other agent of such investor) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of: (i) the Funds; and (ii) any of their transactions, and all materials of any kind (including, without limitation, opinions or other tax analyses) that are provided to the investor relating to such tax treatment and tax structure, it being understood that “tax treatment” and “tax structure” do not include the name or the identifying information of the Funds or a transaction.  

8. Requests Relating to the Inspection of Public Records.

You hereby acknowledge and agree that:

• If you or, in the case of an Advisor, Managed Account Advisor, Managed Account Investor or investor that is a “fund of funds”, any of your clients or underlying beneficial owners (as applicable) who have received Silver Point Information and/or are invested (directly or indirectly) in the Funds, are subject to the Freedom of Information Act or any similar state or local law (“FOIA”), you will, or you will cause your clients or underlying beneficial owners (as applicable) to: 

• • immediately notify Silver Point if you or any of your clients receive a FOIA request for information pertaining to Silver Point, 

• • promptly deliver a copy of any such request to Silver Point, 

• • consult with and reasonably cooperate with Silver Point regarding the response to such request, and 

• • assert any available defenses to prevent release of the Silver Point Information or any other non-public or proprietary information provided to you by Silver Point.  

9.  No Liability for any Technological Problems.

You hereby acknowledge and agree that:

• Silver Point is not liable for any technological problems and any impact such problems may have. 

• All or any portion of this Site may not be available and may not function properly at any time. 

• Silver Point makes reasonable efforts to avoid technological problems, but at any time this Site may have and may cause technological problems such as viruses and other damaging computer programming routines or engines. 

• Silver Point takes reasonable security precautions when using the Internet, telephone or other means to transport data or other communications, but disclaims liability for any interception of data or communications. 

• Silver Point makes reasonable efforts to ensure that this Site is secure but does not guarantee the security of this Site. 

• Silver Point is not liable for any damage or injury caused by the performance or failure of performance of all or any portion of this Site. 

• Silver Point is not liable for any defects, delays or errors in or resulting from your use of this Site. 

10. Third-Party Websites.

You hereby acknowledge and agree that:

• Silver Point is not responsible for information on any third-party website that is referred to in, or accessible or connected by hyperlink to, this Site   

• If you access any third-party website through this Site or otherwise, you do so at your own risk. 

• Hyperlinks to or from this Site do not constitute third-party endorsement of, sponsorship by or affiliation with Silver Point. 

11. Monitoring of Activity.

You hereby acknowledge and agree that: 

• Silver Point may (but is not obligated to) monitor and record activity on this Site for any reason or for no reason. 

• Silver Point may investigate any complaint or reported violation of its policies. 

• Silver Point may report any activity that it suspects may violate any law or regulation to regulators, law enforcement officials or other persons or entities that it deems appropriate. 

• Silver Point may issue warnings, suspend or terminate use of this Site, deny access to all or part of this Site or take any other action with respect to this Site that it deems appropriate.    

12. Silver Point Will Abide by its Privacy Policy.

You hereby acknowledge and agree that: 

• Personal nonpublic information that Silver Point gathers from you will be governed by its privacy policy (see privacy notice contained on this Site).  

13. NO WARRANTIES.

You hereby acknowledge and agree that: 

• SILVER POINT DISCLAIMS ALL WARRANTIES WITH RESPECT TO THIS SITE AND THE SILVER POINT INFORMATION THAT THE LAW ALLOWS IT TO DISCLAIM.  

• THIS SITE IS PROVIDED “AS IS” AND “AS AVAILABLE.” 

• SILVER POINT DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THIS SITE AND THE SILVER POINT INFORMATION INCLUDING WARRANTIES OF: 

• • MERCHANTABILITY, 

• • FITNESS FOR A PARTICULAR PURPOSE, AND 

• • NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS. 
• WITHOUT LIMITING ITS GENERAL DISCLAIMER, SILVER POINT DOES NOT WARRANT THE AVAILABILITY, ACCURACY, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OF THIS SITE OR ANY PART OF THE SILVER POINT INFORMATION. 

14. LIMITED LIABILITY.

You hereby acknowledge and agree that: 

• SILVER POINT’S LIABILITY WITH RESPECT TO THIS SITE AND THE SILVER POINT INFORMATION IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. 

• IN NO EVENT WILL SILVER POINT OR ANY OF ITS AFFILIATES, AGENTS OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED ARISING OUT OF THIS USER AGREEMENT, THIS SITE, THE INABILITY TO USE THIS SITE AND/OR THE SILVER POINT INFORMATION, OR TRANSACTIONS ENTERED INTO THROUGH THIS SITE. 

• SILVER POINT’S LIABILITY IS LIMITED EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES THAT YOU SUFFER OR IF ANY REMEDY YOU HAVE FAILS ITS ESSENTIAL PURPOSE. 

• UNDER ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF SILVER POINT, ITS AFFILIATES, AGENTS AND EMPLOYEES TO ANY USER OF THIS SITE WITH RESPECT TO THIS SITE IS $100. 

• THIS DISCLAIMER OF LIABILITY APPLIES TO ANY AND ALL DAMAGES OR INJURY, INCLUDING THOSE CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE OF ANY ASSET, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION. 

15. Breach of this User Agreement.

You hereby acknowledge and agree that: 

• You will be responsible for any liability to Silver Point that arises out of your breach of this User Agreement or your use of this Site. 

• You agree to indemnify, defend and hold harmless Silver Point and its affiliates, agents, employees and third-party sources, and the successors and assigns of the foregoing persons (“Silver Point Indemnitees”) from and against any and all suits, losses, claims, demands, liabilities, damages, costs and expenses (including reasonable cost of investigation and attorneys’ fees) which, jointly and severally, the Silver Point Indemnitees may incur in connection with: 

• • your access to or use of this Site and the Silver Point Information, 

• • your breach of this User Agreement or any representation, warranty or covenant made by you in this User Agreement, 

• • your violation of any applicable law, statute, ordinance, regulation or of any third party’s rights, 

• • claims asserted by third parties which, if proven, would place you in breach of representations, warranties, covenants or other provisions contained in this User Agreement, 

• • your disclosure of any Silver Point Information provided to you by Silver Point directly or indirectly, via this Site or otherwise (whether oral, written, electronic or otherwise), in contravention of this User Agreement. 

• • your breach of this User Agreement in connection with Section 6 hereto, including, but not limited to, breaches by Advisors (i) whose clients fail to meet the eligibility requirements of the Funds or (ii) whose clients disclose any information in contravention of this User Agreement. 

16. ARBITRATION.

You hereby acknowledge and agree that: 

• YOU AGREE TO RESOLVE BY ARBITRATION ANY CONTROVERSY ARISING BETWEEN YOU AND SILVER POINT AND/OR ANY OF ITS RESPECTIVE CONTROL PERSONS, PREDECESSORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS AND EMPLOYEES. 

• With respect to the resolution of any such controversy, you further acknowledge and agree that: 

• • Arbitration is final and binding on the parties. 

• • The parties are waiving their right to seek remedies in court, including the right to jury trial. Pre-arbitration discovery is generally more limited than and different from court proceedings. 

• • The arbitrators’ award is not required to include factual findings or legal reasoning and any party’s right to appeal or to seek modification of rulings by the arbitrators is strictly limited. 

• Any arbitration under this User Agreement shall be conducted in New York City before a panel of three (3) arbitrators pursuant to the JAMS Comprehensive Arbitration Rules and Procedures, except to the extent that such rules are modified by this User Agreement. Arbitration is initiated by a party serving the other party with a written demand for arbitration or a written notice of intention to arbitrate. 

• No person shall bring a putative or certified class action to arbitration nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: 

• • the class certification is denied; 

• • the class is decertified; or 

• • the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this User Agreement except to the extent stated herein. 

17. Governing Law.

You hereby acknowledge and agree that: 

• Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these arbitration procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. All other issues shall be governed by the law of the State of New York, without regard to its choice of law rules. 

18. Observance of Applicable Laws and Regulations.

• You hereby acknowledge and agree that the distribution of this website may be restricted in certain jurisdictions and it is the responsibility of any person or persons in possession of this Site to inform themselves of, and to observe, all applicable laws and regulations of any relevant jurisdiction. 

19. Revisions to the User Agreement.

You hereby acknowledge and agree that: 

• You will be bound by revised versions of this User Agreement that Silver Point posts on this Site.   

• Modifications will be effective immediately upon posting unless Silver Point indicates otherwise. 

• Your use of this Site indicates your full acceptance of this User Agreement in its then-current form each time you use this Site. 

20. Other General Conditions.

You hereby acknowledge and agree that:

• Silver Point may assign this User Agreement in whole or in part at any time without your consent. You may not assign this User Agreement or delegate any of your obligations under this User Agreement. Any purported assignment of this User Agreement in violation of its terms is void. 

• If any provision of this User Agreement is found invalid or unenforceable, that provision shall be enforced to the maximum extent possible and the remaining provisions of this User Agreement shall remain in full force and effect. 

• Except for the applicable provisions of any Existing Agreement, this User Agreement constitutes the entire understanding, and supersedes all other understandings, between you and Silver Point concerning the subject matter hereof.  The term “Existing Agreement” means (a) provisions contained within a negotiated agreement between you and Silver Point or a Fund which relate to FOIA, (b) provisions (including provisions relating to FOIA) in the Memorandum, operating agreements and/or the subscription documents, as applicable, of any of the Funds in which you (or any of the persons that you advise, as applicable) are invested or (c) negotiated confidentiality agreements entered into between you and Silver Point or a Fund that were entered into after October of 2008 to the extent there is a conflict with the terms hereof.  For the avoidance of doubt, the provisions of Section 7 of this User Agreement shall govern in all circumstances, unless an Existing Agreement specifically addresses the same subject matter, in which case such Existing Agreement shall govern with respect to such subject matter. 
• You acknowledge and agree that posting to this Site shall constitute “delivery” as such term may be defined in any Existing Agreement. At your request, Silver Point will send you paper copies of any information that you are legally entitled to pursuant to this User Agreement or any Existing Agreement. You agree, however, that neither your request for, nor Silver Point’s delivery of, a paper copy will imply that the previous electronic delivery of the information did not constitute good and effective delivery.
• For the avoidance of doubt, this User Agreement will not be modified or amended by the terms of use or confidentiality or non-disclosure provisions of any electronic data room, which is or was acknowledged in order to access such electronic data room, whether before or after the execution of this Access Agreement, and no such terms of use, confidentiality or non-disclosure provisions will be considered binding on you or your employees and legal and tax advisers.

21. ELECTRONIC SIGNATURE.

• PLEASE NOTE THAT THIS USER AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION AGREEMENT, WHICH IS SET FORTH IN SECTION 15 ABOVE. 

• THE ABOVE DISCLOSURES SHOULD BE CAREFULLY READ, UNDERSTOOD AND ACCEPTED BY YOU BEFORE YOU SIGN THIS USER AGREEMENT. 

• PLEASE CLICK “I AGREE” BELOW TO SIGN THIS USER AGREEMENT AND THEREBY LEGALLY BIND YOURSELF TO THE TERMS AND CONDITIONS CONTAINED HEREIN. 

• CLICKING “I AGREE” IS THE EQUIVALENT OF YOU MANUALLY SIGNING THIS USER AGREEMENT.