PROSPECTUS ARLO II Limited - Irish Stock Exchange

give rise to an event of default or a Credit Event) on any issuer of the Charged Assets or any
Reference Entity and/or its affiliates. Various potential and actual conflicts of interest may arise
between the interests of the Noteholders, on the one hand, and some or all of the Issuer, the
Programme Parties and any of their respective affiliates, on the other hand. None of the Issuer,
the Programme Parties nor any of their respective affiliates is required to resolve such conflicts of
interest in favour of the Noteholders and may pursue actions and take such steps that it deems
necessary or appropriate to protect its interests without regard to the consequences for the
Noteholders. In particular, the interests of the Swap Counterparty may be adverse to those of the
Noteholders. The terms of the Notes and the Charged Agreement provide the Swap
Counterparty with certain discretions which it may exercise without any regard for the interests of
the Noteholders.
Provision of Information
The Issuer, the Programme Parties and any of their respective affiliates, whether by virtue of the
types of relationships described herein or otherwise, may possess information in relation to any
issuer of the Charged Assets, any Reference Entity, any Reference Obligation, any obligation of
any Reference Entity, any affiliate of the Reference Entities or any guarantor that is or may be
material in the context of these Notes and that may or may not be publicly available or known.
The Notes will not create any obligation on the part of any of the Issuer, the Programme Parties
and any of their respective affiliates to disclose any such relationship or information (whether or
not confidential). None of the Issuer, the Programme Parties or any of their respective affiliates
makes any representation as to the credit quality of the Charged Assets, any issuer of the
Charged Assets, any Reference Entity, the Reference Obligation or any obligation of any
Reference Entity. The information contained herein in relation to the Charged Assets and any
Reference Entity is contained in the sections entitled “Description of the Charged Assets” and
“Description of the Reference Entities”, and none of the Issuer, the Programme Parties or any of
their respective affiliates or any other person has verified the information relating to the Charged
Assets and any Reference Entity contained herein or in any of the documents made available for
inspection by the Noteholders and, accordingly, none of them makes any representation or
warranty, express or implied, as to the accuracy or completeness of such information.
This Prospectus does not provide any information on the creditworthiness of, or likelihood of the
occurrence of a Credit Event with respect to, any Reference Entity. As the occurrence of a Credit
Event may result in a loss to purchasers of the Notes, each prospective investor is advised to
make its own assessment of the likelihood of the occurrence of a Credit Event in respect of the
Reference Entities.
Legal Opinions
Whilst legal opinions relating to the issue of the Notes have been obtained by the Arranger, the
Dealer and the Trustee with respect to English law, Japanese law and Cayman Islands law, it is
not intended that legal opinions be obtained with respect to the laws governing any Reference
Obligation or other obligation of any Reference Entity or the laws of the country of incorporation of
any Reference Entity in the context of the validity, enforceability or binding nature of the relevant
Reference Obligation(s) or other obligation of the Reference Entities as against the Reference
Entities.
No Fiduciary Role
None of the Issuer, any of the Programme Parties or any of their respective affiliates is acting as
an investment adviser, and none of them (other than the Trustee) assumes any fiduciary
obligation, to any purchaser of Notes.
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