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Toro European CLO 5: 01 April 2018

The assets securing the Notes will consist primarily of a portfolio of Senior Secured Loans, Mezzanine Loans, Unsecured Obligations, Second Lien Loans and High Yield Bonds, in respect of which Chenavari Credit Partners LLP is acting as the investment manager.

The Notes are being offered by the issuer through BNP Paribas in its capacity as initial purchaser of the Notes subject to prior sale when, as and if delivered to and accepted by the Initial Purchaser, and subject to certain conditions.

Eligibility criteria (includes): it is a Senior Secured Loan, Senior Secured Bond, Second Lien Loan, Mezzanine Loan, Unsecured Obligation or High Yield Bond; it is not a Defaulted Obligation or a Credit Impaired Obligation; it is not a lease or a letter of credit; it is not a Structured Finance Obligation, Synthetic Security, Zero-Coupon Security, Step-Up Coupon Security, Step-Down Coupon Security, Deferring Security or Project Finance Loan; it is an obligation of an Obligor who is domiciled in a jurisdiction the Moody's local currency country risk ceiling of which is "A3" or above; it is not a Bridge Loan; the purchase price of such obligation is not less than 50 percent of the outstanding principal balance thereof.

The Issuer anticipates that by the issue date it will have purchased or committed to purchase Collateral Debt Obligations, the Aggregate Principal Balance of which equals approximately Eur300mln, representing approximately 75.0% of the Target Par Amount.

The Investment Manager intends to rely on an exemption provided for in Section __.20 of the U.S. Risk Retention Rules regarding non-U.S. transactions that meet certain requirements. Consequently, (a) on the Issue Date the Notes may not be purchased by any person except for (i) persons that are not "U.S. persons" as defined in the U.S. Risk Retention Rules or (ii) persons that have obtained a U.S. Risk Retention Waiver from the Investment Manager, and (b) during the Restricted Period, the Notes may not be transferred to any person except for (i) persons that are not Risk Retention U.S. Persons, or (ii) persons that have obtained a U.S. Risk Retention Waiver from the Investment Manager. Prospective investors should note that the definition of "U.S. person" in the U.S. Risk Retention Rules is substantially similar to, but not identical to, the definition of "U.S. person" in Regulation S. Each initial investor will be required to execute a written certification of representation letter by the Investment Manager in respect of their status under the U.S. Risk Retention Rules.

CRR 405: Pursuant to the Retention Undertaking Letter, the Originator (Taurus Corporate Financing LLP) will undertake to acquire on the Issue Date and hold on an ongoing basis, for so long as any class of notes remains outstanding, a material net economic interest in the first loss tranche of not less than 5% of the nominal value of the securitised exposures through the purchase and retention of Subordinated Notes with an original Principal Amount Outstanding multiplied by the price at which such Subordinated Notes were purchased by the Retention Holder, being an amount equal to no less than 5% of the Maximum Par Amount.